Common use of Construction by Landlord Clause in Contracts

Construction by Landlord. 6. The Demised Premises shall be completed and delivered to Tenant promptly and with due diligence. If Landlord has not commenced Landlord's Construction (defined below) with respect to the Demised Premises by October 15, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is to be constructed after the date of execution of this lease. Landlord shall diligently prosecute Landlord's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike manner, using good materials, in accordance with the Plans (as in Article 7), and in compliance with all applicable laws and regulations of federal, state and municipal governments, or any department or division thereof, including building codes. Landlord, at Landlord's expense, shall procure all building and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance of Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, or

Construction by Landlord. 6(a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plan prepared by Xxxxxxx & Associates Inc. dated 10/15/98 and the engineering specifications from Xxxxxxx & Associates dated 11/6/98, which have been initialed by the parties, and which are herein incorporated by reference. Landlord shall deliver Premises Turn Key per Exhibit A, using Building Standard finishes. Landlords cost not to exceed $26.00 per square foot including space planning and architectural plans. Any changes to Exhibit A, which are not warranted for code reasons, or upgrades of finishes, if over the Landlords cost per square foot, costs shall be borne by Tenant. If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant or if Tenant fails to provide information or cooperation required by Landlord in connection with Landlord’s Work within the time periods required (each, a “Tenant’s Delay”) then such occurrence shall not change the Commencement Date of the Term and shall not alter Tenant’s obligations under this Lease so long as Landlord advises Tenant in writing of such Tenant’s Delay on or before five (5) business days from the date of the occurrence of the event giving rise to the Tenant’s Delay. The Demised Term shall commence on the date the Premises shall be completed and would have been delivered to Tenant promptly and with due diligencebut for Tenant’s Delay. If Landlord has not commenced Landlord's Construction (defined below) with respect to the Demised Premises by October 15, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is to be constructed after the date of execution of this lease. Landlord shall diligently prosecute Landlord's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike manner, using good materials, in accordance with the Plans (as in Article 7), and in compliance with all applicable laws and regulations of federal, state and municipal governments, or any department or division thereof, including building codes. Landlord, at Landlord's expense, shall procure all building and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance of Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two solely responsible for all reasonably documented and invoiced expenses which increase the costs incurred in connection with a Tenant requested change in the scope of the Landlord Work (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond including the date finishes set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, ortherein).

Construction by Landlord. 6The Landlord shall, at its cost and expense except as otherwise expressly agreed in this Lease, complete construction of: the building (the "Building") containing approximately 119,970 rentable square feet of floor space now under construction on the Property substantially in accordance with Building plans prepared by Xxxxxxxx Design Group. The Demised Inc.; the interior "fit-up" of the Premises substantially in accordance with plans therefor (the "Tenant's Interior Plans"') now under preparation for the Tenant by Xxxxxxx & Xxxxxxxxx Associates, Inc. (Landlord, at the Term Commencement Date, shall pay $12,000 to Xxxxxxx & Caulfield for such plans) to be completed consistent with the Building plans (said Building plans and delivered Tenant's Interior Plans, as from time to Tenant promptly time amended with the approval of the Tenant, being hereinafter collectively called the "Plans"); and with due diligence. If Landlord has not commenced Landlord's Construction (defined belowthe driveway(s), walkway(s), parking area(s) with respect and other improvements to the Demised Premises by October 15Property substantially as shown on the Site Plan dated 6/30/96 (the ''Site Plan"). Said Building, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease the interior work on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt driveway(s), walkway(s) and parking area(s) are hereinafter collectively called the "Improvements". The Tenant shall not unreasonably withhold or delay approval of all required building permits, if any changes or amendments to the building in Plans which the Demised Landlord may from time to time propose, provided, however, that the Tenant need not approve any such proposed change or amendment which will materially adversely affect the value or quality or the Tenant's anticipated use of the Premises are or the suitability and utility of the layout of the Premises for such use. The Landlord shall cause the Improvements to be located is to be so constructed after the date of execution of this lease. Landlord shall diligently prosecute Landlord's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike mannermanner using new first-class materials and, using good materialsexcept as otherwise permitted under variances or other deviations duly obtained, in accordance with the Plans (as in Article 7), and in compliance with all applicable laws laws, by-laws, ordinances, codes, rules, regulations, orders and regulations other lawful requirements of federalgovernmental bodies having jurisdiction, state and municipal governments, or any department or division thereof, including building codes. it being the obligation of the Landlord, at Landlord's its cost and expense, shall procure to obtain from such bodies all building permits, licenses, certificates or other approvals required for construction of the Improvements and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance initial occupancy of the Premises by the Tenant. Without regard to the commencement of the Term, the Tenant shall reimburse Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that when the same are incurred or the applicable items of work are completed and within fifteen (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (9015) days after receipt of itemized invoices from the Landlord, for the actual costs of all change orders specifically requested by Tenant, and with any designated completion date set forth work incorporated into the Premises (pursuant to the Tenant's Interior Plans or otherwise requested or required by Tenant) in excess of the cost of the work provided for in the "Outline Specifications for CMG Information dated March 13, 1997 such reimbursement to be made at the Landlord's Construction Schedule, orcost plus thirteen percent

Construction by Landlord. 6Landlord, at Landlord’s sole cost and expense, shall provide Tenant leasehold improvements (the “Tenant Improvements”) as identified on the plans dated attached hereto as (“Exhibit ”) (the “Tenant Improvements Plans”). The Demised Landlord agrees to incur all costs sufficient to build out the Premises ‘turn-key” which shall include, but not be completed limited to, hard and delivered to soft construction costs; building standard window blinds; full architectural, mechanical, electrical, plumbing, and engineering drawings and construction documents; electrical wiring and data/phone wiring; mechanical alterations; construction management; and other items generally considered Tenant promptly and with due diligence. If Landlord has not commenced Landlord's Construction (defined below) with respect to the Demised Premises by October 15Improvements, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is provided by Landlord and constructed pursuant to be constructed after the date this Exhibit C. As part of execution of this leasesuch costs, Tenant may work with space planners/architects employed by Landlord. Landlord shall diligently prosecute use its best efforts to complete construction of Tenant Improvements and cause the Lease to commence by . The Tenant Improvements are estimated not to exceed and __/100 dollars ($ .00). Parties acknowledge Landlord and Xxxxxx have mutually selected an architect satisfactory to the Parties (“Landlord's Construction ’s Architect”). If, at any time, it becomes necessary to completion without interruption engage a new architect, Landlord shall first obtain Tenant’s approval, Landlord shall ensure that full architectural, mechanical, electrical, plumbing, and engineering drawings and construction documents are produced for Tenant Improvements, which shall be submitted to Tenant for its approval. At a minimum, Landlord shall implement those building construction standards mandated by local building code. Tenant shall have ten (10) business days from receipt of the plans for Tenant Improvements and specifications for the construction of Tenant Improvements to approve the plans and specifications or delay provide written comments or objections thereto. Landlord or Landlord’s Architect shall obtain three (other than 3) separate bids for construction of Tenant Improvements and work with Tenant on an “open-book” basis. Tenant shall have the right to approve up to one (1) general contractor on the bid list. Tenant and Landlord shall mutually select the acceptable bidder to construct Tenant Improvements. Landlord shall be responsible for contracting for the work on a not-to-exceed basis, approved in writing by Xxxxxx and managing the general contractor’s performance. All contractors and subcontractors shall be required to procure and maintain insurance against such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure"))risks, in a first-class such amounts, and with such companies as Landlord may reasonably require. All work shall be performed in a good and workmanlike manner, using good materials, in accordance with the Plans (as in Article 7), and in compliance with all applicable laws and regulations manner free of federal, state and municipal governments, or any department or division thereof, including building codes. Landlord, at Landlord's expensedefects, shall procure all building strictly conform to Tenant Improvements and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance of Landlord's Constructioncomply with law, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's ConstructionAmericans with Disabilities Act. Landlord represents and warrants that (a) performance shall provide all utilities, including electrical, HVAC, water, etc., during the construction of Landlord's Construction shall adhere Tenant Improvements at no cost to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, orTenant.

Construction by Landlord. 65. The Demised Premises shall be completed and delivered to Tenant promptly and with due diligence. If Landlord has not commenced Landlord's Construction (defined below) with respect to the Demised Premises by October 15, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) Before delivering possession of the completion of Leased Premises to Tenant, Landlord shall obtain all required demolition zoning and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers permits for the Demised construction and operation of the Leased Premises and the receipt Building and shall erect and complete the Building, which Building shall be a modern one-story structure. The Building shall be of all required building permitssuch exterior and structural design and character as is acceptable to Tenant and as will also meet Tenant's requirements for its permanent exterior signs, if which may extend above the building in which Building and shall be at locations visible from the Demised entire Parking Area The Leased Premises are to and Building shall be located is to be constructed after the date of execution of this lease. Landlord shall diligently prosecute erected and completed by Landlord's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike manner, using good materials, in accordance with the Plans (as in Article 7)plans and specifications described below, and in compliance with all applicable laws and regulations of federal, state and municipal governments, or any department or division thereof, including building codes. Landlord, at Landlordshall contain Tenant's expense, shall procure all building and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule specific requirements for the performance operation of LandlordTenant's Constructionbusiness, which requirements will include, among other things, the items and installations listed in the Criteria Specifications for Self-Serve Walgreen Store prepared by Walgreen Co., revised January 1, 1994, and Criteria Plans, including the dates drawings referenced on Exhibit "C" attached hereto, heretofore delivered to Landlord and incorporated herein by which designated parts reference and made a part hereof. All such work by Landlord shall be done by contractors selected by Landlord and acceptable to Tenant and shall comply with the requirements of Landlord's Constructionpublic authorities. All such work shall be done in a firstclass, as set forth in Exhibit must be completedgood, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that (a) performance workmanlike manner, free and clear of Landlord's Construction shall adhere all liens and encumbrances for labor and materials furnished to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have reimburse Landlord for any cost increase resulting from constructing the right, Building in addition to other rights and remedies available to Tenant at law or accordance with the drawings referenced in equity, to terminate this lease by written notice Exhibit "C" instead of the drawings originally sent to Landlord if for reasons other than Force Majeure either dated July 1, 1993 and referenced in Exhibit "C-1" attached to the Lease (a) excluding the performance additional cost of Landlord's Construction is delayed for a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, orbrick veneer).

Construction by Landlord. 6The Landlord shall complete, at the Tenant's cost and expense as set forth herein, certain work in the Premises as set forth, in general terms, in Exhibit B attached hereto (the "Work"). The Demised Premises Work will be performed in accordance with final plans and specifications prepared by or on behalf of Tenant and approved by Landlord (the "Tenant Work Plans"). Landlord shall be completed and delivered not unreasonably withhold its consent of Tenant's Work Plans. Landlord shall approve or deny Tenant's Work Plans within five (5) business days after submission of the same to Tenant promptly and with due diligenceLandlord. If Landlord has not commenced Landlord's Construction (defined below) with respect to the Demised Premises by October 15, 1995, then Tenant, without prejudice to disapproves Tenant's other rights and remedies hereunder or at law or in equityWork Plans, may terminate this lease on written the notice to Landlordshall state the reasons therefor. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is to be constructed after the date of execution of this lease. Landlord shall diligently prosecute Landlord's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike manner, using good materials, in accordance with the Plans (as in Article 7), and in compliance with all applicable laws and regulations of federal, state and municipal governments, or any department or division thereof, including building codes. Landlord, at Landlord's expense, shall procure all building and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance of Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two an allowance from the Landlord in the amount of $210,000 toward the cost of the Work (2the "Allowance"). The Tenant may request an increase in the Allowance of up to $40,000 (the "Additional Allowance") by giving written notice of said request to the Landlord within three (3) business days from the date Landlord approves Tenant's Work Plans. In such event, Basic Rent as provided in Paragraph 6 hereof, shall be increased so as to reimburse the Landlord for the amount the Additional Allowance by amortizing the Additional Allowance over the initial Term at a 10% interest rate, and adding the resulting amount to Basic Rent. Upon the Landlord's receipt of said request, it shall prepare and deliver to the Tenant an amendment to this Lease reflecting the Basic Rent increased as aforesaid, and the Tenant shall promptly execute and return said amendment to the Landlord. The Tenant shall not unreasonably withhold or delay approval of any changes or amendments to the Work or to Tenant's Work Plan which the Landlord may from time to time propose or require to cause the Work to comply with applicable building code requirements, provided, however, that the Tenant need not approve any such proposed change or amendment which will materially adversely affect the value or quality or the Tenant's anticipated use of the Premises. The Landlord shall exercise all commercially reasonable efforts to substantially complete the Work by that date which is thirty (30) days free after approval by Landlord of minimum rent Tenant's Work Plans, as such date shall be automatically extended for each day that the periods of (i) any part delays caused by the Tenant's changes to Tenant's Work Plans, any delays in the Tenant's approval of Landlord's Construction is delayed amendments to the Work, and any other delays which are the responsibility of the Tenant (any and all such delays being referred to as "Tenant Delays"); and (ii) any delays which result from strikes, inability to obtain materials (or substitutes acceptable to the Tenant at comparable cost), fire or other casualty and from any causes beyond the commercially reasonable control of the Landlord. If the Work is not Substantially Complete by the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (90) days following Landlord's `approval of Tenant's Work Plans, as a result of delays caused solely and directly by the acts or omissions of Landlord, its contractors, agents or employees, then this Lease shall not be affected thereby but, in such case, Tenant's obligation to pay Basic Rent as of the date Basic Rent commences pursuant to Paragraph 6 hereof, shall xxxxx in the amount of one day's Basic Rent for every day of delay beyond the aforesaid ninety (90) day period. If the Commencement Date has not occurred within one (1) year of the date of this Lease, the Lease shall terminate without further action of either party. The Work shall be deemed to be "Substantially Complete" when the same is complete in accordance with Tenant's Work Plans and the other provisions hereof evidenced by delivery to Tenant of a temporary certificate of occupancy and a certification from the Landlord's architect, except only for items of work specified in a so-called "punch list" signed by the Landlord and the Tenant containing items which would customarily be classified as "punch list" items, the delayed completion of which will not substantially interfere with the Tenant's use of the Premises as contemplated hereby. The Tenant shall reimburse the Landlord, within thirty (30) days after receipt of itemized invoices from the Landlord for, (i) all costs in excess of the Allowance associated with change orders approved by the Tenant (Tenant agrees that it will obtain an estimate of the costs of the change order before approving the same), and (ii) the cost of any designated Work in excess of the Allowance. All such costs shall be reimbursed at the Landlord's cost plus one percent (1%) for administrative services, three percent (3%) for overhead and three percent (3%) for general conditions. Tenant represents that Tenant has inspected the Premises and the Building and is thoroughly acquainted with their condition and takes the premises "as is," subject to the completion of the Work and the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Building were in good and satisfactory condition at the time possession was taken by Tenant, subject, however, to the completion of the Work. Notwithstanding the foregoing, Landlord represents that the heating, ventilating and air conditioning, electrical, plumbing and mechanical systems will be in good working order as of the date of Substantial Completion, as defined below. Neither Landlord nor Landlord's agents have made any representations or promises with respect to the condition of the Building, the Premises, the Property, or any other matter or thing affecting or related to the Building or the Premises, except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in Landlordthis Lease. The Tenant shall have the right to perform work in the Premises during the period the Landlord is performing the Work provided it is at the Tenant's Construction Schedulesole risk and expense, orand provided there is no interference with the Work.

Construction by Landlord. 6. The Demised Premises shall be completed and delivered to Tenant promptly and with due diligence. If Landlord has not commenced Landlord's Construction (defined below) with respect to the Demised Premises by October 15, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is to be constructed after the date of execution of this lease. Landlord shall diligently prosecute commence and pursue the work shown on the Scope of Landlord's Construction to completion without interruption or delay ’s Work (other than the “Landlord’s Work”). A site plan of the Improvements is attached hereto as Exhibit E. All such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and work shall be performed in a good and workmanlike mannermanner and in accordance with all governmental permits required and/or issued therefor. Until the Turnover Date, using good materials, Landlord shall bear the risk of loss with respect to the Improvements. The Landlord’s Work shall be performed in compliance with applicable laws and substantially in accordance with the plans and specifications prepared by Xxxxxxxx-Xxxxxxx Architects, Inc. (the “Architect”) and derived from the Scope of Landlord’s Work (the “Construction Plans”). Landlord shall submit the Construction Plans to Tenant for Tenant’s review and approval, such approval not to be unreasonably withheld, conditioned or delay. If Tenant fails to approve or to make objections to the Construction Plans within five (as in Article 7), and in compliance with all applicable laws and regulations of federal, state and municipal governments, or any department or division 5) business days after receipt thereof, including building codesthen Tenant shall be liable for Tenant Delay and if Tenant has not approved or made objections to the Construction Plans within thirty (30) days after receipt thereof, then such Construction Plans shall be deemed approved by Tenant. Landlord, at Landlord's expense, shall procure all building and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance of Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required dateFurthermore, Tenant shall not have the rightright to object to any portion of the Construction Plans which are a reasonable, but not be obligateda material deviation from the Scope of Landlord’s Work. In the event of any conflict between the Construction Plans and the Scope of Landlord’s Work, to take possession the Scope of Landlord’s Work shall control. Landlord shall perform all of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date’s Work at its sole cost and expense, except for Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, orChanges.

Construction by Landlord. 6. The Demised Premises Landlord shall construct the Building in accordance with base building specifications to be completed attached hereto as Exhibit "E" and delivered to Tenant promptly and with due diligence. If Landlord has not commenced the work letter attached hereto as Exhibit "G" ("Work Letter") (collectively, the "Landlord's Construction (defined below) with respect to the Demised Premises by October 15, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, Work"commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is to be constructed after the date of execution of this lease). Landlord shall diligently prosecute Landlord's Construction construct and do such other work to completion without interruption or delay the Premises (other than such delays as are beyond collectively, the control "Tenant Improvements") in substantial conformity with the plans and outline specifications of Landlord such as strikes, lockouts, acts of God the plan prepared by Xxxxxxx and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike manner, using good materials, Associates. The Tenant Improvements shall be constructed in accordance with the Plans Work Letter. Landlord shall only be responsible for payment of a maximum cost of $2,856,000 of which $204,000 may be used for moving expenses and $102,000 may be used for Tenant's architectural services (as in Article 7the "Tenant Allowance"), all such costs in excess thereof to be borne by Tenant, and in compliance with all applicable laws shall be paid to Landlord within ten (10) days of delivery of an invoice and regulations of federal, state and municipal governments, reasonable documentation therefor. If any material revision or any department or division thereof, including building codes. supplement to Tenant Improvements is deemed necessary by Landlord, at those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such "substantial completion" as a result of (i) Tenant's failure to furnish plans and specifications within the time frame stated in the Work Letter; (ii) Tenant's request for materials, finishes or installations other than Landlord's expensestandard; (iii) Tenant's changes in said plans; (iv) the performance or completion of any work, labor or services by a party employed by Tenant; or (v) Tenant's failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated in the Work Letter; then the commencement of the Term of this Lease and the payment of Fixed Rent hereunder shall procure all building and other permits and approvals necessary for performing Landlordbe accelerated by the number of days of such delay. If any change, revision or supplement to the scope of the Tenant Improvements is requested by Tenant or if Tenant fails to provide information or cooperation required by Landlord in connection with Tenant Improvements within the time periods required (each, a "Tenant's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction ScheduleDelay") is then such occurrence shall not change the construction schedule for the performance of Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Commencement Date of Occupancy (as defined the Term and shall not alter Tenant's obligations under this Lease. Notwithstanding anything to the contrary stated in Article 1 1Section 3(a) above, the Term shall occur commence on March 1, 1996, or such later the date as may result from Force Majeurethe Premises would have been delivered to Tenant but for Tenant's Delay. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled solely responsible for all reasonably documented and invoiced expenses which increase the costs incurred in connection with a Tenant requested change in the scope of the Landlord Work (including the finishes set forth therein). Landlord will endeavor to Substantially Complete the Tenant Improvements by February 1, 2002 ("Targeted Date"). In the event the Tenant Improvements are not Substantially Completed within two months of the Targeted Date (2"Outside Date") days free of minimum rent for any reason other than Tenant Delay or Force Majeure, Fixed Rent during the Term shall be abated day for day for each day that any part of Landlord's Construction is delayed beyond after the date set forth in Landlord's Construction Schedule andlor for each day that Outside Date the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, orPremises are not Substantially Completed.

Construction by Landlord. 6. The Demised Landlord shall, at its cost and expense except as otherwise expressly agreed in this Lease, complete construction of the building (the "Building") containing approximately 158,655 rentable square feet of floor space now under construction on the Property substantially in accordance with Building plans prepared by Xxxxxxxx/Xxxxxxx & Associates, Inc.; the interior "fitup" of the Premises shall substantially in accordance with plans therefor (the "Tenant's Interior Plans") dated 9/15/99 prepared for the Tenant by Xxxxxxx & Caulfield Associates, Inc. and attached hereto as Exhibit B to be completed consistent with the Building plans (said Building plans and delivered Tenant's Interior Plans, as from time to Tenant promptly time amended with the approval of the Tenant, being hereinafter collectively called the "Plans"); and with due diligence. If Landlord has not commenced Landlord's Construction (defined belowthe driveway(s), walkway(s), parking area(s) with respect and other improvements to the Demised Premises by October 15Property substantially as shown on the Site Plan dated 11/6/98 (the "Site Plan"). Said Building, 1995, then Tenant, without prejudice to Tenant's other rights and remedies hereunder or at law or in equity, may terminate this lease the interior work on written notice to Landlord. For purposes of this Article 6, "commencement" of Landlord's Construction shall mean (a) the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt driveway(s), walkway(s) and parking area(s) are hereinafter collectively called the "Improvements". The Tenant shall not unreasonably withhold or delay approval of all required building permits, if any changes or amendments to the building in Plans which the Demised Landlord may from time to time propose, provided, however, that the Tenant need not approve any such proposed change or amendment which will materially adversely affect the value or quality or the Tenant's anticipated use of the Premises are or the suitability and utility of the layout of the Premises for such use. The Landlord shall cause the Improvements to be located is to be so constructed after in accordance with the date of execution of this lease. Landlord shall diligently prosecute LandlordTenant's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and Interior Plans in a good and workmanlike mannermanner using new first-class materials and, using good materialsexcept as otherwise permitted under variances or other deviations duly obtained, in accordance with the Plans (as in Article 7), and in compliance with all applicable laws laws, by-laws, ordinances, codes, rules, regulations, orders and regulations other lawful requirements of federalgovernmental bodies having jurisdiction, state and municipal governments, or any department or division thereof, including building codes. it being the obligation of the Landlord, at Landlord's its cost and expense, shall procure to obtain from such bodies all building permits, licenses, certificates or other approvals required for construction of the Improvements and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction Schedule") is the construction schedule for the performance initial occupancy of the Premises by the Tenant. Without regard to the commencement of the Term, the Tenant shall reimburse Landlord's Construction, including the dates by which designated parts of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Landlord's Construction. Landlord represents and warrants that when the same are incurred or the applicable items of work are completed and within thirty (a) performance of Landlord's Construction shall adhere to Landlord's Construction Schedule and (b) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does not occur by the required date, Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for a period of ninety (9030) days after receipt of itemized invoices from the Landlord, for the actual costs of all change orders specifically requested by Tenant, and with any designated completion date set forth work incorporated into the Premises (pursuant to the Tenant's Interior Plans or otherwise requested or required by Tenant) in excess of the cost of the work provided for in the Tenant's Interior Plans and "Outline Specifications for NaviNet" dated September 21, 1999 such reimbursement to be made at the Landlord's Construction Schedule, orcost plus thirteen percent

Construction by Landlord. 6. The Demised Premises Landlord shall not be completed and delivered obligated to Tenant promptly and with due diligence. If Landlord has not commenced Landlord's Construction (defined below) with respect provide ------------------------ or pay for any improvement, remodeling or refurbishment work or services related to the Demised Premises by October 15improvement, 1995, then Tenant, without prejudice to Tenant's other rights remodeling or refurbishment of the Expansion Space and remedies hereunder or at law or Tenant shall accept the Expansion Space in equity, may terminate this lease on written notice to Landlord. For purposes of this Article 6, its "commencementAS IS" of Landlord's Construction shall mean (a) condition except that Landlord will perform the completion of all required demolition and the receipt of all required building permits, if the Demised Premises are located within an existing building, or (b) the installation of all required footers for the Demised Premises and the receipt of all required building permits, if the building in which the Demised Premises are to be located is to be constructed after the date of execution of this lease. Landlord shall diligently prosecute Landlord's Construction to completion without interruption or delay (other than such delays as are beyond the control of Landlord such as strikes, lockouts, acts of God and governmental orders or decrees ("Force Majeure")), in a first-class and in a good and workmanlike manner, using good materialsfollowing work, in accordance with building standards (collectively, the Plans (as in Article 7), and in compliance with all applicable laws and regulations of federal, state and municipal governments, or any department or division thereof, including building codes. Landlord, at Landlord's expense, shall procure all building and other permits and approvals necessary for performing Landlord's Construction. Landlord and Tenant acknowledge that attached hereto as Exhibit ("Landlord's Construction ScheduleWork"): (a) cause the Expansion Space to be --------------- professionally cleaned prior to the Expansion Space Commencement Date, (b) repaint the interior painted walls of the lobby in the Expansion Space with a color which matches as closely as commercially reasonably possible the color of the interior painted walls of the lobby in the original Premises, (c) replace the carpet in the lobby in the Expansion Space existing in such lobby as of the date of this Second Amendment with a carpet which matches as closely as commercially reasonably possible the carpet in the lobby of the original Premises and (d) accent paint the trim in the Expansion Space. Landlord shall provide Tenant with an allowance of up to, but not exceeding, Five Thousand Dollars ($5,000.00) (the "Tenant Improvement Allowance") is the construction schedule to pay for the performance cost of ---------------------------- the design and construction of the portion of Landlord's ConstructionWork described in clauses (b), including (c) and (d) of the dates by which designated parts immediately preceding sentence (including, without limitation, materials, labor, general contractor's fees and overhead and Landlord's supervision fee of four percent (4%) of the cost of Landlord's Construction, as set forth in Exhibit must be completed, once Landlord has commenced Work). Tenant shall pay for all costs of the portion of Landlord's ConstructionWork described in clauses (b), (c) and (d) above in excess of the Tenant Improvement Allowance, which payment shall be made to Landlord in cash within ten (10) days after Tenant's receipt of invoice therefor from Landlord. Landlord represents and warrants that Tenant shall not be entitled to receive in cash or as a credit against any rental or otherwise any portion of such Tenant Improvement Allowance not used to pay for Landlord's Work. Except for the portion of Landlord's Work described in clause (a) performance of above, Landlord shall perform Landlord's Construction shall adhere Work after Tenant's normal business hours pursuant to a schedule mutually approved by Landlord and Tenant. Tenant hereby accepts any and all inconveniences associated with Landlord's Construction Schedule Work (including reasonable interference with Tenant's business operations, paint fumes, noise and (bdust) the Date of Occupancy (as defined in Article 1 1) shall occur on March 1, 1996, or such later date as may result from Force Majeure. If the Date of Occupancy occurs prior to such required date, Tenant shall have the right, but not be obligated, to take possession of the Demised Premises prior to such required date. If either (a) the perforinance of and agrees that Landlord's Construction fails to adhere to Landlord's Construction Schedule or (b) the Date of Occupancy does Work shall not occur by the required date, Tenant shall be entitled to two (2) days free of minimum rent for each day that any part of Landlord's Construction is delayed beyond the date set forth in Landlord's Construction Schedule andlor for each day that the Date of Occupancy is delayed beyond the required date set forth above. Tenant shall have the right, in addition to other rights and remedies available to Tenant at law or in equity, to terminate this lease by written notice to Landlord if for reasons other than Force Majeure either (a) the performance of Landlord's Construction is delayed for constitute a period of ninety (90) days after any designated completion date set forth in Landlord's Construction Schedule, orconstructive eviction.