LEASE AGREEMENT

LEASE AGREEMENT LEASE made this n day of 3o\ , 2014, between LONGVIEW CORPORATION, a Massachusetts Corporad&t of Cambridge, Massachusetts. (together with its SUCCOMOTS and assigns, the "Lessor") and AvramNoam Chomsky (together with histheritheir heirs, executors, adrninistnuors, and assigns, the "Lessee"). For purposes of this Lease, any action, consent or approval required by the Lessor, unless otherwise provided in this Lease, shall be taketi, granted or withheld in Lessor's sole and absolute discretion by vote of the Lessor's Board of Directors in accordance with the Lessor's Bylaws, as the same may be amended or modified and in force and effect from time to time. Ile Lessor is the Owner of the buildings numbered 983-984 and 985-986, each located on Memorial Drive, Cambridge, Massachusetts (collectively, the *Buildings"), and the parking lot numbered 18-18R Derr/ Street, Cambridge, Massachusetts. The Lessee is the owner and holder of 70 shares of the capital stock of the floor, which entities the Lessee to this proprietary lease of Apartment 404, in the Building numbered 984 and Storeroom No. 4-404, in the Building numbered 984 Memorial Drive (said apartment and storeroom, collectively, the In consideration of the mutual covenants hereinafter set forth, It is agreed by and between the Lessor and the Lessee as follows: I. premise Leased, The Lessor hereby demises and leases the Unit unto the Lessee, together with the right to use in common with others the stairways, halls, laundry, elevators, garden and such other pans of the Buildings as shall from time to time be °per to common use by the tenons thereof. 2. PePosil Of Shama, Concunently with the execution of this Lease, the Inswe shall deposit with the Lessor Certificate No. ce, for 70 shares of capital stock of the Lessor to be held by the Lessor as additional security for the performance by the Lessee of lessee's covenants and obligations herein. 3. Ownership of Leasehold. (a) Except as otherwise permitted by the Lessor, in its sole and absolute discretioe the leasehold interest hereunder shall be held by a single natural person, except that a married or unmarried couple or domestic partners may hold the leasehold intamt as joint tenants or taunts by the entirety. If more than ono person is named as the Lessee or other entity hereunder, the Leaser shall have the right to require the signatures EFTA00793055 of all such persons in cameo:ion with any notice to be given or action to be taken by the Lessee hereunder, including, without limiting the generality of the foregoing, surrender or assignment of this Lease, or any request for consent to assignment or subletting. Each person named as the Lessee dull be jointly and severally liable for all of the Lessee's obligations hereunder. Any notice by the Lessor to any person named as the Lessee shall be sufficient and have the same force and effect as though given to all persons named as the Lessee. (b) Other forms of ownership of the Lessee's shares of capital stock cx leasehold interest may be allowed by the Lessor, in its sole and absolute &action, if approved in writing by a majority of the Board, with advice from counsel. Provided that prior approval has been so granted by the Lessor, a Lessee may use a trust instrument to hold the Lessee's shares of capital stock or leasehold interest during the Lessee's lifetime, to a trust established within the United States if, and only if, the following conditions are met (i) A separate agreement at time of transfer or assignment is signed between the Lessor and the representative of the entity receiving the transfer or assistant eat indicating that the transfer is specifically for purposes of estate administration and that the leasehold interest will not be further transferred or assigned except according to the restrictions on transfer set forth in this Lease. (ii) The new entity will be bound by each and every agreement undertaken by the Lessee. (iii) There shall be no change in occupancy without specific approval from the Lessor, which approval shall be granted or withheld In the Leeson sole and absolute discretion. (iv) If there is a surviving spouse or domestic partner who is not a beneficiary, the shares of capital stock and the leasehold interest cannot be held in this trust entity longer than thirteen (13) months and if held longer than thirteen (13) months, in addition to all other remedies reserved to Lessor pursuant to Sections 16, 17, and 34 of this Lease, the reposanative of the entity shall be obligated to pay to the lessor a penalty set by the Lessor from time to time in its sole and absolute discretion and uniformly applied until the original Lessee's shares of capital stock and leasehold interest are tensioned and assigned as specified in this subsection 15(4 together: with all costs and expenses of collection including reasonable attorney's fees intuited by the Lessor. The Lessor may in its sole and absolute discretion grant extensions of time to this thirteen (13) month period. A shareholder making a request for an exception in ownership epees to pay all costs and expenses including reasonable attorney's foes incurred by the Lessor in evaluation and approval of the request. 4. Term of tenet The term of this Lease shall be for the period of one year from the date hereof, in t sooner terminated as herein provided. This Lease shall thereafter be automatically extended from year to year =lets the Lessee shall have given written notice, not less than sixty (60) days in advance, that the Lessee is electing to terminate the Lease. Upon such termination the Lessee shall transfer ownership of the lessee's shares of capital stock to the Lessor or any other permitted purchaser pursuant to and in accordance with the terms of this Lease, the Bylaws of the Lessor (as amended from time to time, the "Bylaws"), and the Articles of Organization of the Lessor (as amended from time to time, the "Articles of Organization"). No such termination will be effective Seas and tintil the EFTA00793056 Lessee's bander of ownership of the Lessee's shares of capital stock has been completed in accordance with all applicable requirements. 5. Monthly sad Other Charge*, (a) At keg thirty (30) days prior to the commencement of each fiscal year of the Lesser, the Lessor shall adopt a budget based on its estimate of the common charges expected to be incurred during such fiscal year, in connection with the ownership, financing, maintenance, and operation of the Buildings, parking spaces, and grounds, Including but not limited to real estate taxes, assessments, utility charges, insurance, repairs and all other operating costs, capital improvements, mortgage or other loan payments, the payment of any other charges or liens applicable to said premises or their operation or maintenance, the meeting of deficits from previous years if any, and the creation of contingency sod reserve accounts (the "Common Charges"), and after taking into account any =distribute! sum= from prior years. The Lesser shall determine the annual assessment for the Common Charges to be made for such fiscal year and the allocation thereof to bo made to each lessee, based upon the number of shares of capital stock of the lessor owned by each lessee divided by the total number of shares of capital stock of the lessor authorized, issued and outstanding (the "Co-op Percentage Share"). The Lessor shall promptly furnish copies of the budget on which such assessment is based to the Lessee, and, if requested, to Lessee's mortgagee, together with a statement for Lessee's respective portion of such assessment. In the event that the Lessor fails or neglects to promulgate such budget, then the budget for the immediately preceding year shall be deemed to be in effect until the Lessor promulgates a current budget. The Lessor shall not be obligated to render monthly statements to the Lessee. The Lessor shall periodically review, and if deemed appropriate, adjust the budget to reflect its estimate of the amount of money which, in its judgment, will be required to pay the Common Charges during the current or ensuing years, taking into consideration prospective income or surplus, if any, for the payment of =tent and/or future expenses and outlays by the Lessor in connection with the Common Charges. Any adjustment to the Common (larva shall bo allocated to the Lessee based on the Co-op Lessee's Percentage Share and the Lessee's Monthly Co-op Charges, as defer in subsection 5(b), shall be adjusted accordingly. (b) The Lessee shall pay the his or her portion of such Common Charges assessment in equal monthly installments (the "Monthly Co-op Charges") to the Lessor payable in advance on the first day of each month, commencing , 2014. Unless otherwise notified in writing by the Lessor, payment of the Monthly Co-op Charges and any Special Assessments made pursuant to subsection 5(c) of this Lease are to bo made payable to Longview Corporation and shall be delivered entailed by LOSS= to the lasses managing agent, curcendy Thayer & Associates, Inc. at 1812 Massachusetts Avenue, Cambridge, MA 02140 (the "Managing Agent"). In the event any payments due hereunder, including service charges or such other amounts which are to be payable to the Lessor, shall remain unpaid after more than ten (10) days after the same is due, elate fee of 850.00 ( or as nwised by the Lessor in thc Wes and Regulations) will be added to the payment due. If payment is not receiver] in EFTA00793057 30 days, the Lance shall be obligated to pay interest on the first day of each month on such unpaid amounts at the rate of l and le % per month (ores revised by the Lessor in the Rules and Regulations), together with all costs and expenses of collection, including without limitation, attorney's fees and court costs incurred by the Lessor. (e) The Lessor may determine at any limo that an emergency exists which requires additional funds, and shall make an estimate of the supplemental amount required to meet each emergency. All surds estimated supplemental amounts and my modifications thereto shall be apportioned among and specially assessed to all the lessees of the Buildings in the same proportion as the Monthly Co-op Charges are apportioned ("Special Assessments") and shall be payable to the Lessor in full or in installments and on such date or dates as the lessor shall specify in such supplemental billing. Monthly Co-op Charges and any Special Assessments ere collectively referred to hereinafter as the "Co-op Charges". The Lessor shall have the authority and the duty to levy and enforce the collection of monthly Co-op antes and Special Assessments. (d) Lessor shall advise Lessee, on or before January 3111 as to the portion of Co-op Charges paid by the Lessee during the immediate preceding calendar year ending December ale, which represents payments on account of (i) the principal indebtedness and interest on any mortgage(s) on the Lessor's real estate; (H) real estate taxes; and (iii) capital expenditures credited by the Lessor neon the Laser's books to hs capital account. (e) The Lessor shall keep complete and accurate books of account at its principal office or at such other place as the Lessor may from time to time determine, and the same shall be open by appointment during all reasonable bows for inspection by the Lessee or Lessee's duly authorised representative, subject to the provisions of the Articles of Organization and Bylaws and applicable law. The Lessor shall deliver to the Lessee within a reasonable lime after the end of each focal year an annual report of its corporate financial affairs, including a balance sheet and a statement of income and expenses, 6. Lessor's Responsibilities. (a) The Lessor shall use diligent efforts to maintain and manage the Buildings as first class apartment buildings. The Lessor is responsible for maintaining all interior common spaces, the entryways, the exterior of the Buildings, including roof, balconies, outside of the window sashes, sidewalks, landscaping, parking spaces, and garden Frathesmore, the Lessor is responsible for maintaining and repairing the common systems that provide electricity, heat, and hot and cold water. This includes the maintenance and repair of all main supply lines and main supply drains in common areas, or ones that lead to, through, andier from a Unit. Amain supply line or drain is one that services more than one unit. The Lessor shall have the right to enter the Unit at any time to accomplish sneh maintenance and repair, the Lessor to provide Lessee with reasonable prior notice thereo except In the event of an emergency as provided in Section 6(d) below. The Lessor is responsible for the maintenance of the elevators. 4- EFTA00793058 (b) The covenants by the Lessor herein contained am subject to the power of the Lessor to determine from time to time the appropriate level of services, number of attendants, and the manner of maintaining and operating the Building% including whether or not to retain the services of a management company and if so, the management company to be retained, and whether alining services shall be increased, ruined modified or terminated. (c) The Lamer shall not be liable if them is an interruption of any such services caused by necessary maintenance or repairs, strike, fire or other casualty or by other causes beyond the Lessor's control, nor for any accident occurring in or about the Buildings affecting these services, nor for any damage, injury or loss which the Lessee may sustain, unless the accident or damage is caused by negligence of the Lessor. Then shall he no diminution or abatement of the Co-op Charges in any such ease unless them is rent loss insurance remittance to the Lessor equivalent to such diminished or abated amount, or unless such interruption of services is caused by negligence on the part of the Lessor and is of such a nature as to interfere with the reasonable enjoyment of the demised premises by the Lessee, in which event Co-op charges shall he abated during the period of such interruption. (d) The Lessor shall have the right but not the obligation to enter the Unit with reasonable notice to make an annual inspection. nuthamore, the Lessor shall be penniued at any time to enter and inspect the Unit in case of an emergency requiring immediate repair to minimise damage or in the event of a threat to the health, welfare, or safety of any lessee or occupant of the Buildings. The Lessee shall be so informed whenever possible. (e) The Lessor shall investigate complaints of the lessees and endeavor to resolve disputes among lassoes. (f) The Lessor is responsible for issuing and shall hold in its possession all capital stock certificates of Lessor issued to Lessee, unless Lessee pledges or grants a security interest to its Leader (as defined in Section 19(a) in connection with a Lessee Loan (as defined in Section 19(a)), in which event the Lender may bold same in its possession, subject to the terns sod conditions of Section 19(a). 7. Insurance (a) The Lessor's insurance shall not cover the Lessee's furniture, furnishings, or other personal property not affixed to the Unit. (b) The Lessee is responsible to pay for any damage to their interior unit (regardless of fault), improvements and betterments up to $10,000. The Lessor's master policy will cover the cost of damage to interior units (regardless of fault), improvements and betterments above $10,000. The master policy will not pay anything for damage to personal property of the I nee The Corporation may reimburse the Lessee the amount of Lessee's deductible (up to the limit set by the Board tumidly) if the Lessee is not proven to be the cause of the damage. EFTA00793059 (c) No insurance policy of the Lessee shall be written so as to decrease the coverage under any policies maintained by the Lessor, and the Lessee hereby assigns to the Lessor the proceeds of any such policy to the extent that any such policy does in fact result in a decrease in such coverage. (d) The Lessor reserves a right of recovery for itself against the Lessee for damage caused to the Buildings by the negligence or intentional conduct of Lessee or Lessee's family, guests, employees. independent contractors or poattitted sublessees. This right of recovery is limited to the amount paid by the Lessor as the deductible with respect to any claim under the Lessor's insurance. 8. Lessees Quiet Enjoyment. Provided the Lessee complies with all terms, covenants and obligations to be performed or complied with by Lessee under the terms of this Lease, the Lessee shall, at all thnes dining the term of the Lease be entitled to quiet enjoyment of the Unit, subject, however, to the rights of present tenants or occupants of the Unit and subject to any and all mortgages covering the Buildings. 9. Lessee's Responsibilities. (a) The Lessee shall not, without the written consent of the Lessor on such conditions as the Lessor may prescribe, occupy or use the Unit or permit the same or any part thereof to be occupied or used for any purpose other than as a private dwelling for the Lessee and the Lessee's family. In addition to the foregoing, the Unit may be occupied from time to time by guests of the Lessee for a period of time not acceding one (I) month unless a longer period i■ approved in writing by the Lessor, however, no guests may occupy the Unit unless one or more of the permitted adult residents are then in occupancy or unless consented to in writing by the Lessor. Any Lessor consent required pursuantto this subsection 9(a) may be granted or withheld in Lessor's sole and absolute din ration. (b) The Lessee shall pay the Co-op Charges and perform and observe the covenants, obligations, agreements, and regulations of this Lease, and of the Rules and Regulations which Lessor promulgates from time to time, for the safety, care, and cleanliness of the Buildings and the observance of good order therein including the safety, comfort, quiet and convenience of the other tenants and occupants of the Buildings. The Lessee s.hati not obstruct the common halls or stairways or other parts of the Buildings. (c) The Lessee shall comply with all requirements of the Board of Fire Underwriters, insurance authorities and all governmental authorities and with all laws, ordinances, rules and regulations with respect to the occupancy or use of the Unit if any mortgage granted or to be granted in the future by the Lessor affecting the land or the Buildings shall contain provisions pertaining to the right of the Loses. to change or alter the Unit or remove any of the fixtures, appliances, equipment or installations, the Lessee EFTA00793060 herein shall comply with the conditions and requirements of molt mortgage or mortgages relating thereto. Upon the Lessees written request, the Lessor will furnish the Lessee with copies of such applicable provisions of each such mortgage. (d) The Lessee shall be required to carry insurance for personal liability and physical damage In an amount fixed yearly by the Lessor in its reasonable discretion. At the time of purchase of shares of twitsl stock, the Lessee shall provide the Lessor with an insurance binder evidencing such insurance. The Lessee understands and agrees that it is the responsibility of the Lessee to insure the Lessee's personal property and to obtain such unit owner inmates as the Lessee may desire; the Lessor having no responsibility or liability with respect to such personal property. (e) The Lessee shall keep in good repair and operation the interior of She Unit including but not limited to all wiring, drabs, pipes, and fixtures that can overflow-, gas; heating and cooling apparatus; appliances and other fixtures; and other items that exclusively serve the Lessee's Unit; which when not operating properly could damage the Buildings and/or other units The Lessee shall promptly notifY the Lessor of any defect in or accident to any of the above items that could adversely affect the Buildings, the Unit or other units. In all eases, repairs shall be made to restore the Buildings, Unit and other units as closely as possible to the condition existing prior to the damage being done. In case of an emergency, the Lessor has the right but not the obligation to enter the Unit if it is either causing or receiving the damage to make temporary emergency repairs. If time permits, the Lessor will provide the Lessee with written notice identifying the repairs necessary to restore the damaged areas to good condition. If the Lessee refuses or neglects to make immediate and necessary repairs to the systems causing the problem, the Lessor has the right but not the obligation to make such repairs and upon reasonable notice to remove such portions of the walls, floors, built —in structures and ceilings of the Unit as may be required for the purpose of making such repairs. Whenever possible, the Lessee shall be informed in advance of such entry. The Lessor shall perform such repairs with reasonable promptness and, to the extent reasonably possible, such repairs and replacements shall return the Unit to as good condition as before the accident or defect occurred. The Lessor may collect the cost of such repairs or restoration as well as any costs associated with collection of same from the Lessee just as Co-op Charges ere collected and enforced hereunder. The Lessor shall not be held accountable or liable for any repairs to the Unit thereof if the repairs were required because of the refined or neglect of Lessee to make required repairs or the negligence of the Lessee. (f) The Lessee shall promptly notify the Lessor of any accident or defect of which Lessee has 1=w/edge requiring repair or restoration to the common areas of the Buildings; parking spaces; larxltcaping; and/or those building systems for which the Lessor is responsible, including, without limitation, all service machinery apparatus, equipment, and installations whether in centralized arms or larding to, through, and/or from individual ucits, All such repairs shall be made by the Lessor and shall be at the cost and expense of the Lessor, unless the same was rendered necessary by the act or negligence of the Lessee or of any of the Lessee's family, guests, licensees or employees, in which case the cost and expense shall be borne solely by the Lessee. EFTA00793061 (g) In ease that shall be filed a mechanic's lien against the Buildings for, or purporting to be for, labor, services or material alleged to have been furnished or delivered at the Building for the benefit of Lessee or the Unit for the benefit of Lessee, the Lessee shall forthwith cause such lien to be discharged by payment, bonding or otherwise; and if the Lessee shall fail to cause such lien to be discharged within five (5) business days &Da notice fiom the Lessor, then the Lessor may cause such lien lobe discharged by payment, bonding or otherwise without investigation as to the validity thereof or of any offsets or defenses thereto, and shall have the right to collect from the Lessee, u an additional Co-op Charge or service charge, all amounts so paid and all costs and expenses paid a incurred therewith, including attorney's fees (h) The Lessee shall not permit or suffer anything to be done or kept on said premises which will increase the rate of fire immunises on the Buildings or their contents. If the Lessee does so, the Lessee must, within thirty (30) days of notice from the Lessor, correct sane rid restore the Unit to its former condition and, until that time the Lessee shall become personally liable for any additional insurance premiums and will pay the same as a Co-op Chaise or service charge hereunder upon demand. Furthermore, the Lessee shall not permit or suffer anything to be done or kept on said premises that will increase common utility charges, unless the Lessor shall so allow it and charge the Lessee accordingly for the cost of such increase (i) Lessee may change the locks to the Unit or any portion thereof only upon notification to the Managing Agent and simultaneous delivery of duplicate keys to the Managing Agent. Any looks installed shall b000me the property of the Lessor. Upon termination of this Lease, the Lessee shall deliver all Unit and mailbox keys to the Lessor. (j) The Lessee shall give to the !ASSOC for holding all capital stock cadficates - of Lessor issued to I ewe, subject to the release of same to Lessee's Lender with respect to a Lessee Loan, all in accordance with and subject to the provisions of Section 19. 10. Animals. No animal may be kept bi the Unit without the prior written consent of the Lessor, which consent may be withheld or granted in Lessor's sole and absolute discretion. In no event shall an animal be petmitted in the halls, stairways, or other areas in the Buildings used in COI] unon with others, unless carried or on • leash. Any damage or destruction caused to these common areas by such animal shall be repaired or restored by the Lessor, who shall collect the cost of same from the Lessee in the same manna as Co-op Charges are collected and enforced hereunder, If it is determined by the Lessor, in its sole and absolute discretion, that an animal residing in the Unit is causing or creating a misance, an unreasonable disturbance, noise, or bad smell, the Lessor, by written notice, shall direct the Lessee to immediately and permanently remove the animal from the premises. In addition to dogs and cats, the term animal includes, without limiting the generality of the foregoing, repeles, insects, and birds. 4- EFTA00793062 11. SOletthig, (a) The Lessee shall not sublet the whole or tiny pat of the Unit without the prior written consent of the Lessor, which may be granted or withheld at the sole and absolute discretion of the Lessor. The term of the sublet, if approved by the Lessor, shall be for not less than three (3) months nor longs than one (1) year. The Unit must bo rented furnished, and the sublessee must provide the Lessor with a copy of a tenant insurance policy insuring *geisha personal liability, property damage and damage to contents in such amounts, with such deductibles and with such insurance company as are acceptable to the Lessor. Three (3) years must elapse from the date of the Lessor's written consent to sublet before another sublet request will be considered. (b) Under excepticcal circumstances, a longer sublet may be approved by the Lessor, in its sole and absolute discretion. The Lessor, may consider the following factors, among others, when deckling whether to consent to a proposed sublet longer than one (1) year: (I) whether the Lessee has a commitment which would make it impractical to continue to reside in the Buildings; (ii) whether the aforementioned commitment is for a defined period of time; and (di) whether the Lessee has a clear intent to return to long term residence once that commitment has ended. (e) The sublessee must abide by all the terms, conditions, obligations and covenant undertaken by the Lessee in this Lease. Failure to do so shall be the responsibility of the Lessee, and Lessor shall be entitled to exercise all candies for such breach as provided in this Lease. (d) Neither the Lessee, nor any sublessee, shall be entitled further to sublet the Unit, except upon full compliance with the requirements of this Lease. (e) No prior consent of the Lessor shall obligate the Lessor to consent to a subsequent sublet or an extension of the tenn of a permitted sublet. 12. Alterations. (a) The Lessee may not make alterations, additions, or improvements to the Unit without the Lessor's prior written consent, which consent may be granted or withheld at the Lessor's sole and absolute discretion. In order to obtain such consent, the Lessen shall deliver to the Managing Agent a completed and executed Alteration Agreement, in the form then being used by the Lessor. The Lessor, as promptly as possible, shall deliver its written consent or objection to Lessee's proposal alterations, additions or improvements (the "Work"). The Lessor may require the Lessee to provide plans, and, if deemed necessary, the Lessee shall be required to retain architectural and/or legal and/or engineering review at the Lessee's sole cost and expense. If the Work is approved by Lessor, the Lessee will be required to submit to Lessor written insurance documentation, and all proposed plan changes, modifications, and change orders, which shall be subject to Lessor's prior written cement, which may be withheld or granted at Lessor's sole and absolute discretion. The performance of the Wolk shall comply with all requirements, conditions and applicable Rules and Regulations of the Lessor and all EFTA00793063 requirements, conditions and regulations of all governmental agencies having jurisdiction thereof. In no event shall the Lessee install any appliances that would overload the existing wires or equipment in the Lessee's Building. (b) The Lessor shall respire: () that the Work be completed within ninety (90) calendar days from conunencement thereof, (d) that the workmen follow the requirements, conditions and rules outlined in the Alteration Agreement; and (rit) that all city, state and federal laws are flully complied with. The Work must cease after ninety (90) calendar days, unless the WSW has requested, and has been granted, an extension by die Lessor, which may be granted or withheld in its sole and absolute disetetion. An extension will not be required to continue the Work if the: (A) Lessee is in residence; (B) Weak is substantially complete (n, only a few items of little consequence remain to be done), as determined by the Lessor, in its sole and absolute discretion; and (C) the Lessee has otherwise fully complied with the Alteration Agreement The Lessor reserves the right to make unannounced inspections of the Work from time to time. Lessor shall have the right to assess monetary penalties of $500 per calendar day (or such greater amounts as determined from time to time by Lessor, but not more frequently than once per year, in its solo and absolute discretion and uniformly applied) and such other remedies, uniformly applied, as the Board dorms appropriate in its sole and absolute discretion in light of the individual conditions and circumstances. (c) The Lessee shall not, without the Lessor's prior written consent, which consent may be granted or withheld at the Lessor's sole and absolute discretion, remove any fixtures, appliances, additions or improvements from the Unit except as hereinafter provided. If the Lessee or a prior lessee shall have heretofore placed or the Lessee shall hereafter place in the Unit, at the Lessee's own expense, any additions, improvements, fixed appliances or fixtures, including but not limited to fireplace mantels, lighting fixtures, refrigerators, S conditioners, dishwashers, ranges, woodwork, wall paneling, ceiling, special doors or decorations, special cabinetwork, special stair railings or other built-in ornamental items, which can be removed without structural alteration or permanent damage to the I IS, then title thereto shall remain in the Lessee, and the Lessee shall have the right, prior to the termination of this Lease, to remove the same at the Lessee's own expense. However, such removal shall be subject to the following conditions: (i) the Lessee at the time of such removal shall not be in default in the payment of the Co-op Charges or in the performance or observance of my other obligation, covenant or condition of this Lease; (ii) the Lessee shall, at the Lessee's own expense, prior to the termination of this Lease, repair all damage to the Unit that Mali have ken caused by either installing or removing any such addition, improvement, appliance or fixture; (iii) If the Lessee shall have removed from the Unit any articles or materials owned by the Lessor or Its predecessor in title, or any fixtures or equipment necessary for the use of the Unit, the Lessee shall either restore such articles and materials, fixtums and equipment and repair any damage resulting from their removal and restoration, or replace them with others of a kind and quality customary in comparable buildings and satisfactory to the Lesson and (iv) if any mortgagee has acquired a lien on any such property prior or subsequent to the execution of this Lease, such mortgagee shall consent to such removal and any costs or expenses related thereto shall be paid by the Lessee. -10- EFTA00793064 (d) The Lessee shall not in any way expand the square footage of the Unit or anything sprautenant thereto. (e) The Lessee shall not combine the 1 /nit or any portion thereof with any other unit or storeroom in the Buildings. In exceptional cases and with prior written approval, which may be granted or withheld in the Lessor's solo and absolute discretion, the Lessor may allow no more than two units to be joined together if such joinder has no negative consequences to the structural integrity of the Buildings or safety or welfare of its occupants. The Lessee shall pay for all costs and expenses in making this detettoination including without limitation the services of all engineers, architects and attorneys advising the lessor with respect to the same. In the event that the Lessor grants such approval, the I twee shall abide by all tams and conditions that the Lessor may in its sole and absolute discretion impose. Upon completion, the combined units shall be treated as one unit for the purposes of use restrictions and enforcing liens for unpaid Co- op Charges and other charges. For all other pavan, including determining, assessing and paying Co-op Charges and other charges, the original units will retain their separate percentage interests in the cooperative. 13. Washing Machines, Dryers, and Disposals. No washing machines or dryers shall be installed or maintained in the Unit. No garbage disposal shall be installed after the date of this Lease without the Lessor's prior written consent, which may be granted Of withheld in the Lessor's sole and absolute discretion. 14. Intentionally Otairr422d_. (Intentionally Omitted] 15. Transfer and Assimunent. (a) Except in the event of a transfer to Lessee's spouse or domestic partner who is in residence in a Building, the Lessor shall have the right of first refusal with respect to any proposed transfer of the shares of capital stock owned by the lessee and the corresponding assignment of this Lease. Except in the event of a transfer to Lessee's spouse or domestic partner who is in residence in the Building, none of the Lessees shares of capital Mock, nor Lessee's leasehold interest, shall be transferred or assigned whether by the Lessee or by anyone else, including, but not limited to, the Lessee's heirs, administrators, executors, agents, assigns, or any person acquiring an interest in such shares of capital stock by bankruptcy or other legal proceedings, or by any other means or method, at any time during the tam of this Lease, whether such transfa be voluntary or involuntary, or by operation of law, unless and until said shares of capital stock and leasehold interest shall have first been offered in writing to the Lessor for purchase by the same. -11- EFTA00793065 Such written offer shall include the proposed transfer or sale price, the name of the proposed transferee, the date of such proposed transfer, and a written commitment of such transferee to execute a proprietary lease in the folio then being used by the Lessor. The Lessor shall have the option to purchase such shares of capital stock at the proposed sale plies by notifying the Lessee in writing within thirty (30) days after receipt of said offer, and closing within thirty-five (35) days after the receipt of said offer or the date of suds proprwo transfer, whichever is later, at which time the Lease shall bo terminated, and the Lessee shall, icon payment or tender to the I.essee of such sale price either (a) transfer such shares of capital stock to the Lessor and assent to a termination of this Lease, or (b) withdraw the same from transfer or sale and retain this Lease. (b) If the Lessor notifies the Lessee that it will not be exercising its right of first refusal, or if the Lessor shall not act within thirty (30) days of receipt of the written offer bum the Lessee in accordance with the terms and conditions set forth in Section 15(a), the Lessee may transfer Lessee's shares of capital stock to the transferee named in the offer who is acquiring in accordance with the provbions of this Lease all shares of capital stock of the Lessor owned by the Lance provided that (i) the transferee is satisfactory to the Lessor, in lessor's sole and absolute discretion: (i1) such transferee executes a proprietary lease in the form then being used by the Lessor for the term expiring on the date on which this lease was to have expired; and (iii) all Co-op Charges and other sums due from the Lessee shall have been paid to the Lessor, together with a sum, to be fixed by the Lessor from time to time and uniformly applied, to cover reasonable legal and other expenses of the Lessor and its Managing Agent in connection with such termination of lease and transfer of shares of capital stock as well as the 1.5% transfer fee as set forth hereafter. Such transferee shall deposit the shares of capital stock with the Lessor in the same manner as though such transferee were the original Lessee hereunder, and shall be bound by ell covenams, obligations and agreement of the proprietary lease which transferee has executed, by the Articles of Organization, and Bylaws. (c) Upon the death of the Lessee, except when the shares of capital stock were held in joint tenancy tic tenants by the entirety or when the lessee's spouse or domestic partner inherits or is bequeathed such shares, the Lessor shall have the absolute right to purchase the shares of capital stock of the deceased Lessee, from the Lessee's executor, administrator or heirs. The Lessor shall not exercise its right to purchase the Lessee's shares of capital stock solely on account of the death of the Lessee until thirteen (13) months have elapsed from and after the Lessee's death, provided that during the thirteen (13) month period all other provisions of this Lease shall be observed and performed by those claiming title by the death of such Lessee. If necessary in order to allow s reasonable opportunity and time for the interests of the Lessee in this Lease to become fully vested by operation of law, assignment or otherwise, the Lessor may in its solo and absolute discretion grant extensions of time to this thirteen O3) month period. Without an extension, the Lessor shall impose a fine of $100 per day (or such greater amount as determined from time to time by Lessor, but not more frequently than once per year, in its sole and absolute discretion and uniformly applied) after the thirteen (13) moth period has expired until the transfer has been completed. -12- EFTA00793066 At the conclusion of the thirteen (13) month period, or extended period if so granted, the Lessor may exercise the right to purchase such shares of capital stock at their fair marks valm. Such fair market value, in the event of disagreement of the parties, shall be fixed by a board of appraiser, provided for as follows. The Lessor, by written notice mailed to the duty accredited representative of a deceased Lessee, may demand au appraisal of such shams of capital stock and nominate au appraiser. The representative of the Lessee, within ten (10) days after receipt of such Lessor notice demanding an appraisal, shall nominate an appraiser and notify in writing the Lessor of such appointment The two appraisers so chosen shall attempt to agree on the appraisal value of such shares of capital stock. If no agreanent can be reached within twenty (20) days of Lessee's notification to Lessor of Lessee's appointed appraiser, the two appraisers so chosen shall within ten (10) days nominate a third appraiser, and if they fail to do so, the third appraiser shall bo an appraiser referred to the parties by the Massachusetts Chapter of the Appraisal Institute. The three (3) appraisers shall then agree, within thirty (30) days of such referral, by majority vote on the appraised value of such shares of capital stock and shall notify Lessor and Lessee of same. The Lessor, within thirty (30) days of notice of the fixing of a value by the appraisers, may elect to purchase the shares of capital stock at the price at which the shares of capital stock shall have been appraised at which time the Lease shall beterminated The Lessee and Lessor shall each pay the costs related to the appraiser chest= by such party and if them is a third appraiser, the costs related thereto shall be shared equally by Lessor and I.. (d) A Lessee may use a trust Methane% to hold the Lessee's shares of capital stock or 4asebold interest during the Lessee's lifetime, subject to the provisions of Seetion 3 of this Lease, or at the time of the Lessee's death the Lessor, in its sole and absolute discretion, may allow a transfer and assignmeM of the deceased Inset's shares of capital stock and leasehold interest to a trust established within the United States i and only if, the following conditions ore met (i) A separate agreement at time of transfer or assignment is signed between the Lessor and the representative of the entity receiving the transfer or assignment indicating that the transfer is specifically for purposes of estate administration and that the leasehold interest will not be further translated or assigned except according to the restrictions on transfer set forth in this Lease. (ii) The new entity will be bound by eech and every agreement undertaken by the Lessee. (iil) There shall be no change in occupancy without specific approval from the Lessor, which approval shall be granted or withheld in the Lessee's sole and absolute discretion. (iv) If there is a surviving spouse or domestic partner who is not a beneficiary, the shares of capital stock and the leasehold interest cannot be held in this trust entity longer than thirteen (13) months and if held longer then thirteen (13) months, in addition to all other remedies reserved to Lessor pursuant to Sections 16, 17, and 34 of this Lease, the representative of the entity shall be obligated to pay to the Lessor a penalty set by the Lessor from time to time in its sole and absolute discretion and uniformly applied until the original Lessee's shares of capital stock and leasehold interest are transferred and assigned as specified in this subsection 15(d), together with all costs and expenses of collection including reesonablo attorney's fees inan MU by the Lessor. The Lessor may in its sole and absolute discretion grant extensions of time to this thirteen (13) month period. -13- EFTA00793067 (e) Upon any change of ownership of shares of capital stock, a Ice *lone and one-half percent (1.5%) (as the same may be revised from time to time, but not more often than annually, by a vote of shareholders owning at least sixty six (66%) percent of the duly issued and outstanding stock of the Lessor, and listed in the Rules and Regulations) of the sale price shall be paid to the Lessor. This the must be paid prior to any transfer of shares of capital stock. Notwithstanding the foregoing, however, this fee shall not apply to shares of capital stock transferred to a spouse or domestic partner who is in residence in the Building or into a trust from an executor or other representative of the deceased Lessee, pursuant to subsection 15(d), above. However, the truster fee shall apply to a transfer of shares of capital stock transferred out of such a trust to a transferee acceptable to the Lessor, in the Lessor's sole and absolute discretion. (f) If the Lease is assigned in compliance with all the tams and conditions set forth herein, the Lessee-assignor shall have no further liability with respect to any obligation or any covenant of this Lease to he thereafter performed. (g) Neither the Lessee nor Laser's executor, administrator, assignee, trustee or receiver of the Lessee's property, nor anyone to whom the interests of the Lessee shall pass by operation of law, including without limiting the generality of the foregoing, any Leader with a security interest in or collateral assignment of this Lease, shall be entitled MIS to assign this Lease, except upon MI compliance with the requirements of this Section 15. (h) If this Lease is then in force and effect, the Lessor wil I, upon request of the Jn.', deliver to the assignee a written statement that this Lease remains on the date thereof in full farce and effect; however, no such statement by itself shall be deemed an admission that there is no default under this Lease 16. Earle Termination of Lea (a) If, upon or after the happening of any event or occurrence set forth in subsections (i) to (ix) inclusive of this Section 16, the 1.43907 may give to the Lessee written notice stating that the term hereof will expire (the "Last Early Expiration Date") on a date not less than thirty (30) days tberealla (or such longer period as may be required by the provisions of this Lease or by applicable law), such notice constituting a notice to quit, the tam of this Lease shall expire on the date so fixed in such notice as fully and completely as if it wore the den herein originally fixed for the expiration of the tam, and all right, title and interest of the Lessee hereunder shall thereupon wholly cease and expire. The Lessee shall thereupon quit and surrender the Unit to the Lessor, it being the' ntention of the parties hereto to create a tight in the Lessor to re-eater the Unit and ranove all persons and personal property therefrom, either by samosa process proceedings or by any suitable action or proceeding at law or in equity, and to repossess the Unit in its former estate as if this Lease bad not been made. No liability whatsoever shall attach to the Lessor by reason of a lawful exercise of the right of reentry, re- possession and removal herein granted and reserved. -14- EFTA00793068 I. If there is an assignment of this Lease, or any subletting hereunder, without MI compliance with the requirements and restrictions of Sections 11 or 15 hereof; or if any person not anthorized by Section 9(a) shall be permitted to use or occupy the Unit, and the Lessee shall fail to cause such unauthorised person to vacate the Unit within ten (10) days after written notice from the Lessor, ii. lf, at any time during the tam of this Lease, (1) any Lessee shall be adjudicated bankrupt under the laws of the United States; or (ii) a receiver of all or substantially all of the pupa Ly of such Lessee or all of such Lessee's interest in the Lease shall be appointed under any provision of the laws of the Commonwealth of Massachusetts, minder any statute of the United States, or any statute of any state of the United States, and the order appointing such receiver shall not be vacated within thirty (30) clays of its issuance; or (di) such Lessee shall make a general assignment for the benefit of creditors; or (iv) any of the shares of capital stock owned by Lessee to which this Lease is appurtenant shall be duly levied upon under the process of any court, unless such levy shall be discharged within thirty (30) days of its issuance; or (v) this Lease or any of the shares of capital stock to which it is appurtenant shall pass by operation of law or °them/is; to anyone other than the 1 carer herein named ore person to whom such Lessee has assigned or transferred this Lease or the shares of capital stock to which it is appurtenant in the manner herein permitted (this subsection (v) shall not apply if this Lease shall he assigned or transferred pursuant to Sections 15(b), I5(c) or 15(d) hereof); ill. If the Lessee shall be in default for a period of three (3) months in the payment of any Co-op Charge or other sum due heseunder and shall fail to cure such default within ten (10) days after written notice thereof from the Lessor, iv. lithe Lessee shall be in default in the performance of any covenant, obligation or provision hereof, other than those set forth in subsections 1, 2 or 3 above, and such default shall continue for thirty (30) days after written notice thereof from the Lessor, v. If the Lessee has granted to a Lender a pledge or security Interest in the Iessee's sham of capital stock in Lessor and leasehold interest in the Unit pursuant to Section 19 hereof, and the Lessor receives written notice funn said Lender that there is a default which has not been cured by the Lessee in paying the Lender any installment of principal or interest due or in performing any other obligation, agreement or covenant of the lessee to such lender, accompanied by such Lender's written request to terminate this Lease. vi. If, at any time, the Lessor shall determine, upon the affirmative vote of owners of not less than eighty (80%) of the then duly issued and outstanding shares of capital stock of the Lessor at a meeting called for that purpose, that (i) because of objectionable conduct on the part of the lessee or of a person dv.elting or visiting in the Unit which continues after written notice from the Lessor that the tenancy of the Lessee