Common use of Preparation for Occupancy Clause in Contracts

Preparation for Occupancy. The Second New Demised Premises shall be altered or initially prepared for Tenant's occupancy in the manner, and subject to the terms, conditions and covenants, set forth in Exhibit "F". The facilities, materials and work so to be furnished, installed and performed in the Second New Demised Premises by Owner at its expense are hereinafter and in Exhibit "F" referred to as "Owner's Work". Such other installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Second New Demised Premises for Tenant's occupancy, commonly called "finishing trades work", are hereinafter and in Exhibit "F" called "Tenant's Work". Owner shall afford Tenant and its employees, agents and contractors access to the Second New Demised Premises, at reasonable times and at Tenant's sole risk and expense, for the purposes of inspecting and verifying the performance of Owner's Work and of making preparations for and performing or inspecting and verifying the performance of Tenant's Work. If and to the extent that Tenant's Work is not performed by Owner for Tenant's account, Tenant and its contractors shall be entitled to such rights, privileges and immunities, and shall be subject to such obligations, restrictions and reservations, with respect to the performance of Tenant's Work as may be provided in Exhibit "F" with respect thereto. To the extent that the Owner's Work is substantially completed after June 1, 2003, all rights and remedies of both parties hereunder shall be suspended and all dates shall be amended herein to reflect a full five (5) years from the date of substantial completion and delivery of possession of the Second New Demised Premises if later than June 1, 2003. Owner shall perform the Owner's Work in accordance with Exhibit "F", provided, however, that Owner shall have the right to make any changes required by any governmental department or bureau having jurisdiction of the Second New Demised Premises. Said work shall be performed by Owner only once, it being understood that Owner's obligation to perform the work is a single non-recurring obligation.

Preparation for Occupancy. The Second Third New Demised Premises shall be altered or initially prepared for Tenant's occupancy in the manner, and subject to the terms, conditions and covenants, as agreed to by the parties hereinafter and to be set forth in a writing signed by the parties on the date the plans are made final as provided in paragraph 12 hereinabove. Said writing shall be annexed hereto as Exhibit "FH". The facilities, materials and work so to be furnished, installed and performed in the Second Third New Demised Premises by Owner at its expense are hereinafter and in Exhibit "FH" to be attached hereto, referred to as "Owner's Work". Such other installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Second Third New Demised Premises for Tenant's occupancy, commonly called "finishing trades work", are hereinafter and in Exhibit "FH" called "Tenant's Work". Owner shall afford Tenant and its employees, agents and contractors access to the Second Third New Demised Premises, at reasonable times and at Tenant's sole risk and expense, for the purposes of inspecting and verifying the performance of Owner's Work and of making preparations for and performing or inspecting and verifying the performance of Tenant's Work. If and to the extent that Tenant's Work is not performed by Owner for Tenant's account, Tenant and its contractors shall be entitled to such rights, privileges and immunities, and shall be subject to such obligations, restrictions and reservations, with respect to the performance of Tenant's Work as may be provided in Exhibit "FH" with respect thereto. To the extent that the Owner's Work is substantially completed after June August 1, 2003, all rights and remedies of both parties hereunder shall be suspended and all dates shall be amended herein to reflect a full five (5) years from the date of substantial completion and delivery of possession of the Second Third New Demised Premises if later than June August 1, 2003. Owner shall perform the Owner's Work in accordance with Exhibit "FH", provided, however, that Owner shall have the right to make any changes required by any governmental department or bureau having jurisdiction of the Second Third New Demised Premises. Said work shall be performed by Owner only once, it being understood that Owner's obligation to perform the work is a single non-recurring obligation.

Preparation for Occupancy. The Second New Demised Premises shall be altered or initially prepared for Tenant's ------------------------- occupancy by Tenant in accordance with plans and specifications obtained by Tenant (the manner"Plans"), and such Plans shall include the addition of a loading dock to the Building. The Plans shall be subject to the termsreview and approval of Landlord, conditions and covenants, set forth in shall be attached hereto and made a part hereof as Exhibit "F"D upon --------- such approval by Landlord. The facilities, materials and work so upfit to be furnished, installed and performed in by Tenant pursuant to the Second New Demised Premises by Owner at its expense are hereinafter and in Exhibit "F" Plans shall be referred to as "Owner's Work". Such other installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Second New Demised Premises for Tenant's occupancy, commonly called "finishing trades work", are hereinafter and in Exhibit "F" called "Tenant's Work". Owner Tenant shall afford Tenant act to insure that the upfit of the Premises is commenced promptly and its employees, agents and contractors access to completed no more than one hundred twenty (120) days after the Second New Demised Premises, at reasonable times and Commencement Date (the "Completion Date"). The parties agree that all of Tenant's Work shall be performed at Tenant's sole risk cost and expense, for the purposes of inspecting and verifying the performance of Owner's Work and of making preparations for and performing or inspecting and verifying the performance of Tenant's Work. If and to the extent that Tenant's Work is not performed by Owner for Tenant's account, Tenant and its contractors shall be entitled to such rights, privileges and immunities, and shall be subject to such obligations, restrictions and reservations, with respect to the performance of Tenant's Work as may be provided in Exhibit "F" with respect thereto. To the extent that the Owner's Work is substantially completed after June 1, 2003, all rights and remedies of both parties hereunder shall be suspended and all dates shall be amended herein to reflect a full five (5) years from the date of substantial completion and delivery of possession of the Second New Demised Premises if later than June 1, 2003. Owner shall perform the Owner's Work in accordance with Exhibit "F", ; provided, however, that Owner Landlord shall loan to Tenant (the "Loan") an amount not to exceed Ninety-one Thousand Four Hundred Eighty-one and No/100 ($91,481.00) for the sole purpose of paying for the work contemplated by the Plans. The Loan shall be added to the current outstanding principal amount of all other indebtedness of Tenant to Landlord (currently, $22,630.30) and the aggregate amount thereof shall be evidenced by a promissory note (the "Note") from Tenant to Landlord in the form of Exhibit E attached --------- hereto and made a part hereof. Tenant shall repay the Loan in accordance with the terms of the Note, and payments under the Note shall be deemed Additional Rent (as defined in Article 5(b)). Landlord shall have the right to make any changes approve the general contractor selected by Tenant for the performance of the work contemplated by the Plans, which approval shall not be unreasonably withheld. Tenant's Work shall be completed in a good and workmanlike manner and in compliance with federal, state, and local laws, and shall include obtaining a certificate of occupancy or other form of authorization, if required by any governmental department law, issued by the appropriate government or bureau having jurisdiction of agency thereof, stating that the Second New Demised Premises. Said work shall Premises may lawfully be performed occupied for the use permitted by Owner only once, it being understood that Owner's obligation to perform the work is a single non-recurring obligationthis Lease.

Preparation for Occupancy. The Second New Demised (a) Landlord's Work. Prior to the Commencement Date, Landlord shall deliver the Premises shall be altered in a "as is', "where is" condition except for Landlord's Pre-Commencement Work as described in Exhibit B attached hereto ("Landlord's Pre-Commencement Work"). Subject to delays due to governmental regulation, unusual scarcity of or initially prepared for inability to obtain labor or materials, labor difficulties, casualty, weather, or other causes reasonably beyond Landlord's control or attributable to Tenant's occupancy action or inaction, Landlord shall use reasonable speed and diligence in the mannerconstruction of the work to be undertaken by Landlord in the Premises, and subject shall use diligent efforts to deliver the Premises to Tenant within four (4) weeks after Landlord has obtained approval from the City of Waltham to undertake Landlord's Pre-Commencement Work. Subject to the termsdelays specified in the preceding sentence, conditions Landlord shall, at its own cost and covenantsexpense, set forth use reasonable speed and diligence to complete the work described in Exhibit B within six (6) months following the Commencement Date. ("FLandlord's Post Commencement Date Work"). The facilitiesLandlord's failure to complete Landlord's Pre-Commencement Work and/or Landlord's Post Commencement Date Work within the time periods specified herein, materials for any reason, shall not give rise to any liability of Landlord hereunder, except for gross negligence or wilful misconduct, shall not constitute a Landlord's default, shall not affect the validity of this Lease, and work so to shall have no effect on the beginning or end of the Term as otherwise determined hereunder or on Tenant's obligations associated therewith. (Landlord's Pre-Commencement Work and Landlord's Post Commencement Date Work shall hereinafter sometimes collectively be furnished, installed and performed in the Second New Demised Premises by Owner at its expense are hereinafter and in Exhibit "F" referred to as "OwnerLandlord's Work.". Such other installations, materials and ) Landlord's Post Commencement Date Work shall be treated as having been substantially completed on the date on which the work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Second New Demised Premises for Tenant's occupancy, commonly called "finishing trades work", are hereinafter and described in Exhibit "FB" called "has been substantially completed except for minor items of construction work and minor mechanical adjustments of equipment and fixtures which can be completed after occupancy has been taken without causing material interference with Tenant's Workuse and occupancy of the Premises ("Punch List Items"). Owner Landlord shall afford Tenant and its employees, agents and contractors access to the Second New Demised Premises, at reasonable times and at Tenant's sole risk and expense, for the purposes of inspecting and verifying the performance of Owner's Work and of making preparations for and performing or inspecting and verifying the performance of Tenant's Work. If and to the extent that Tenant's Work is not performed by Owner for Tenant's account, Tenant and its contractors shall be entitled to such rights, privileges and immunitiescomplete as soon as conditions practically permit all Punch List Items, and Tenant shall be subject to such obligations, restrictions and reservations, cooperate with respect to the performance of Tenant's Work Landlord in providing access as may be provided required to complete such work in Exhibit "F" with respect theretoa normal manner. To Landlord shall permit Tenant access for installing Tenant's fixtures, communications systems, computer equipment and appurtenances, and other equipment in portions of the extent that the Owner's Work is substantially completed after June 1, 2003, all rights and remedies of both parties hereunder shall be suspended and all dates shall be amended herein Premises prior to reflect a full five (5) years from the date of substantial completion when it can be done without material interference with remaining work and delivery with the maintenance of possession of the Second New Demised Premises if later than June 1, 2003. Owner shall perform the Owner's Work in accordance with Exhibit "F", provided, however, that Owner shall have the right to make any changes required by any governmental department or bureau having jurisdiction of the Second New Demised Premises. Said work shall be performed by Owner only once, it being understood that Owner's obligation to perform the work is a single non-recurring obligationharmonious labor relations.

Preparation for Occupancy. The Second New Demised Premises 3.1 Landlord shall undertake and complete Landlord's Work in the manner contemplated by Section 2.1(i) of this lease. Landlord shall make no material change in Landlord's Work without the prior written consent of Tenant, which Tenant shall not unreasonably withhold or delay. 3.2 In the event that the Date of Completion is delayed as the probable result of any change in the Plans and Specifications requested by Tenant, or as the probable result of any willful act or omission of Tenant, then the Date of Completion shall be altered or initially prepared deemed to occur on the date when it would have occurred but for such delay, provided that Tenant's occupancy in rights and obligations under this lease other than the mannerpayment of Fixed Rent and Additional Rent shall not commence until the actual Date of Completion. Following its receipt of a notice requesting payment, Tenant shall promptly reimburse Landlord for any extra costs incurred by Landlord as a result of (a) changes requested by Tenant, whether or not such changes delayed the Date of Completion, and subject (b) delays as described above. 3.3 Prior to the termsCommencement Date, conditions and covenants, set forth in Exhibit "F". The facilities, materials and work so to be furnished, installed and performed in the Second New Demised Premises by Owner at its expense are hereinafter and in Exhibit "F" referred to as "Owner's Work". Such other installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Second New Demised Premises for Tenant's occupancy, commonly called "finishing trades work", are hereinafter and in Exhibit "F" called "Tenant's Work". Owner Landlord shall afford Tenant and its employees, agents and contractors access to the Second New Demised PremisesBuilding for the purpose of decorating the Building and making alterations thereto which do not involve its structure or systems, at reasonable times and at Tenant's sole risk cost and expense, for provided that in Landlord's reasonable judgment such access will not interfere with the purposes completion of inspecting and verifying the performance of Owner's Work and of making preparations for and performing or inspecting and verifying the performance of TenantLandlord's Work. If Landlord reserves the right to terminate Tenant's access if, in Landlord's sole judgment, interference with the completion of Landlord's Work occurs. Any work performed by Tenant shall be completed in a good and workmanlike manner and in compliance with Article VII of this lease. 3.4 In the event Tenant intends to take possession of the Demised Premises prior to the extent that TenantDate of Completion of Landlord's Work is not performed by Owner for Tenant's accountWork, Tenant and its contractors shall be entitled to such rights, privileges and immunities, and shall be subject to such obligations, restrictions and reservations, with respect to the performance of Tenant's Work as may be provided in Exhibit "F" with respect thereto. To the extent that the Owner's Work is substantially completed after June 1, 2003, all rights and remedies of both parties hereunder shall be suspended and all dates shall be amended herein to reflect a full notify Landlord at least five (5) years days prior to such taking of possession. 3.5 In the event that the Date of Completion of Landlord's Work has not occurred by May 31, 1986, then Landlord agrees to indemnify and hold Tenant harmless from and against any claims, loss, costs, liability and expenses (including attorneys' fees) incurred by Tenant as the result of (a) Tenant holding over following the expiration of its lease at First Wisconsin Plaza, or (b) extra moving and other costs incurred by Tenant due to the delay in the Date of Completion of Landlord's Work. To make a claim pursuant to this Section 3.5, Tenant shall provide Landlord with a statement clearly itemizing Tenant's recoverable expenditures. 3.6 Upon receipt of the final Certificate of Occupancy and the Board of Fire Underwriters Certificate covering the Building, Landlord shall deliver such original certificates to Tenant. 3.7 Landlord represents that the following conditions will exist as of the date of substantial final completion and delivery of possession of the Second New Demised Premises if later than June 1Building and Improvements: (a) The Building and Improvements will be in compliance with all applicable and material laws of public authorities relating to zoning, 2003. Owner shall perform the Ownerland use and building code requirements; (b) The Building's Work HVAC, electrical, plumbing and other systems will be in accordance with Exhibit "F", provided, however, that Owner shall have the right to make any changes required by any governmental department or bureau having jurisdiction of the Second New Demised Premises. Said work shall working order; and (c) The Building and Improvements will be performed by Owner only once, it being understood that Owner's obligation to perform the work is a single non-recurring obligationfree from defects.