Common use of PREPARATION OF PREMISES FOR OCCUPANCY Clause in Contracts

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed to make ------------------------------------- any improvement to the Premises, the provisions governing the planning, construction, scope of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 of this Lease) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when it can be done without material interference with remaining work by Landlord.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed agrees to make ------------------------------------- any improvement use reasonable efforts to substantially complete construction of Landlord's Work for the Third Floor Premises, the provisions governing Fourth Floor Premises and the planningFirst Floor First Stage Premises on or before May 15, construction2000 and, scope with respect to the First Floor Second Stage Premises, within forty-five (45) days after the existing tenant (i.e., as of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 date of this Lease) or vacates the same in its entirety (which vacation date is currently scheduled for June 30, 2000). Without limiting the provisions of the prior sentence, the times for completion of construction of Landlord's Work shall be extended by the duration of any delay referred to in Section 12.5 and by the duration of any delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders any of the existing tenants in failing to vacate the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver same on the Premises to Tenant in Ready dates scheduled for Occupancy condition not later than the Scheduled Commencement Datesuch vacation. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever canLandlord does not deliver possession of the Third Floor Premises, the Fourth Floor Premises and the First Floor First Stage P remises to Tenant by the Initial Term Commencement Date (unless such failure is caused by Tenant), all rent and other payments due hereunder shall be proportionately abated until delivery of such space in Ready for Occupancy condition order to reflect the space not later than the Scheduled Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant so delivered. If for any loss or damage resulting therefrom; but in that eventreason Landlord does not deliver possession of the First Floor Second Stage Premises by the First Floor Second Stage Premises Term Commencement Date (unless such failure is caused by Tenant) the rent and other payments for the First Floor Second Stage Premises shall be abated until delivery of such space to Tenant. Notwithstanding the provisions of this paragraph, if Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure fail for any reason to deliver possession of any portion of the Premises by December 31, 2000, Tenant shall have the right to terminate this Lease by notice given to Landlord on or before January 10, 2001 but only as to the portion not so delivered by December 31, 2000, and not as to any other portions delivered prior to December 31, 2000; provided, however, that if Landlord shall fail to deliver for any reason possession of at least 25% of the Premises by December 31, 2000, Tenant (with all improvements shall have the right to terminate the entire Lease by notice given to Landlord on or before January 10, 2001. Landlord's Work for a particular floor of the Premises shall be deemed substantially complete on the date on which construction of the same shall have been substantially completed in accordance with the Plans) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant Schedule 1 (with all improvements substantially the exception of items that can be completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative without material interference to Tenant's right construction work), as reasonably certified by Landlord's contractor. Landlord warrants that it has good and legal title to terminate the premises, the Building and Lot and has full authority to enter into this Lease pursuant to this Section 3.2. ----------- Upon delivery of and demise the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost premises to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when it can be done without material interference with remaining work by Landlord.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed agrees to make ------------------------------------- have the Premises Ready for Occupancy (as hereinafter defined) on or before the Scheduled Term Commencement Date which such date shall, however, be extended for a period equal to that of any improvement delays due to governmental regulations (excluding typical periods for obtaining permits and approvals for the Landlord’s Work), unusual scarcity of or inability to obtain labor or materials, labor difficulties not specifically related to Landlord or GCCI), casualty or other causes reasonably beyond Landlord’s control (each, a “Force Majeure Delay”), or any Tenant Delay (as hereinafter defined), provided that such extension shall only be available to the Premises, extent that Landlord promptly notifies Tenant of the provisions governing the planning, construction, scope occurrence of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from any Force Majeure Matters (as defined in Section 10.21 Delay or Tenant Delay. For purposes of this Lease, a “Tenant Delay” shall mean any one of the following: (i) delays which are identified in an approved Change Order; (ii) Tenant’s failure to supply information as reasonably requested by Landlord within the time periods specified herein (or delays caused by if no time period is specified, within five (5) business days of request) in order to complete construction in a timely manner, (iii) Tenant’s failure to approve the Tenant’s Plans within the time periods specified herein (e.g. Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Plan Delay Factors"Days), Landlord will deliver the (iv) Tenant Alteration Delay Days; or (v) a written request of Tenant to stop work. The Premises to Tenant in shall be deemed ready for occupancy (“Ready for Occupancy condition not later than Occupancy”) on the Scheduled Commencement Date. If requested by Tenantdate on which all of the following have occurred: (i) the Landlord’s Work is completed in compliance with the approved Tenant Plans therefor, Landlord shall provide a certificate of substantial completion issued as certified in good faith by Landlord's architect or other designated engineering representative. If Landlord ’s architect, except for any reason whatsoever canpunch list items relating to Tenant’s Work which do not deliver possession interfere with Tenant’s use of the Premises to for its operation (“Punch List Items”), and Landlord has obtained a Certificate of Occupancy (which may be temporary) for the Premises and has provided Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Datewith a copy thereof; provided, this Lease shall not be void or voidable nor shall however, that if Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith is unable to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, construction (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plansother than Punch List Items) by the Scheduled Term Commencement Date is not solely due to any Tenant Delay, then notwithstanding any language to the result contrary set forth herein and solely for purposes of one or more Tenant Delay Factors, determining the Commencement Date (and subsequent time periods, and/or actions that are triggered by the occurrence of the Commencement Date, as applicable, the Premises shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) deemed “Ready for Occupancy” on the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason completed (other than Punch List Items), but for a Tenant Delay Factors or Force Majeure MattersDelay, subject to Tenant’s right to dispute the same as hereinafter provided, and it being agreed that such deemed occurrence shall not relieve Landlord cannot deliver possession from the obligation to diligently pursue the Landlord’s Work to completion; and (ii) all approvals and permits from the appropriate governmental authorities required for the legal occupancy of the Premises have been obtained. Landlord shall complete all Punch List Items within thirty (with all improvements substantially completed 30) days of the date the Premises are Ready for Occupancy. If the Premises are not deemed Ready for Occupancy on or before the Outside Delivery Date (as defined below) for whatever reason, Tenant may (i) cancel this Lease at any time thereafter while the Premises are not deemed Ready for Occupancy by giving notice to Landlord of such cancellation which shall be effective ten (10) days after such notice, unless within such ten (10) day period Landlord delivers the Premises Ready for Occupancy as defined herein, in which event such notice of cancellation shall be rendered null and void and of no further force or effect, or (ii) to enforce Landlord’s covenants to construct the Premises in accordance with the Plans) terms of this Lease. In the event Tenant elects to Tenant by enforce Landlord’s agreement to construct the Scheduled Commencement DatePremises in accordance with this Lease, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after also have the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant if Landlord fails to this Section 3.2. ----------- Upon delivery of complete the Premises in within the period of time set by any court of competent jurisdiction for such work to be completed, or within such additional period of time from the date of Landlord’s default as may be mutually agreed to by Landlord and Tenant. In addition, if the Premises are not deemed Ready for Occupancy condition by on or before January 1, 2011 for whatever reason (the “Rent Credit Deadline”), other than a Force Majeure Delay or Tenant Delay, then Tenant shall receive a credit of one day of Fixed Rent for each day after the Rent Credit Deadline until the Premises are Ready for Occupancy, but if such period exceeds thirty (30) days, then such credit shall increase to two days of Fixed Rent for each day thereafter until the Premises are Ready for Occupancy, such credits to be applied when the Fixed Rent commences hereunder. The foregoing rights shall be the Tenant’s sole remedy at law or in equity for Landlord’s failure to have the Premises ready for occupancy as required hereunder. For purposes hereof, Tenant the Outside Delivery Date shall be deemed to have accepted refer to that certain date which is sixty (60) days following the Premises in the then-existing condition except for any "punch list" items (Scheduled Term Commencement Date, as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, date may be extended for a period equal to that of one (1i) year after any delays due to a Force Majeure but in no event shall extensions of such date due to Force Majeure exceed thirty (30) days, and/or (ii) the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable number of delay days caused by a Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty periodDelay. Landlord shall permit and Tenant access for installing equipment and furnishings in the Premises prior agree to resolve any disputes under this Article 3 pursuant to the Term when it can be done without material interference with remaining work by Landlordprovisions of Article 3.5 hereof, unless the parties agree otherwise.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed is obligated to make ------------------------------------- perform construction work pursuant to EXHIBIT E, Landlord agrees to use reasonable efforts to have the Premises ready for occupancy on or before the Scheduled Term Commencement Date, which shall, however, be extended for a period equal to that of any improvement delays due to governmental regulations, unusual scarcity of or inability to obtain labor or materials, labor difficulties, casualty or other causes beyond Landlord's reasonable control. The Premises shall be deemed ready for occupancy on the Premisesdate on which the Leasehold Improvements, as specified in EXHIBIT E and in the Complete Plans, are ready for occupancy as determined by (a) certification by Landlord's architect with the exception of minor items which can be fully completed without material interference with Tenant's business, and (b) issuance of a Certificate of Occupancy or a temporary Certificate of Occupancy by the appropriate authority of the City of Marlborough; provided, however that if Landlord is unable to complete construction due to delay in Tenant's compliance with the provisions governing the planning, construction, scope of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 3.1 of this Lease) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver then the Premises to Tenant in Ready shall be deemed ready for Occupancy condition not occupancy no later than the Scheduled Term Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when if it can be done without material interference with completion of the Building or remaining work portions of the Leasehold Improvements. In the event of Tenant's failure to comply with the provisions of Section 3.1 to submit information or to deliver construction drawings and specifications which meet Landlord's approval, after 30 days' notice from Landlord, Landlord may, at Landlord's option, exercisable by notice to Tenant, either (i) terminate this Lease on the date specified in said notice to Tenant, and upon such termination Landlord shall have all the rights provided in Article IX of this Lease in the event of Tenant's default, or (ii) assess Tenant liquidated damages in an amount equal to the Annual Rent divided by 365 days for each day such failure continues, which damages shall be paid to Landlord on the Commencement Date. Notwithstanding the foregoing provisions, if the Premises are not deemed ready for occupancy within 60 days after the Scheduled Term Commencement Date for whatever reason, other than Tenant's default, Tenant may elect to cancel this Lease at any time thereafter while the Premises are not deemed ready for occupancy by giving notice to Landlord of such cancellation which shall be effective when given, it being understood that said election shall be Tenant's sole remedy at law or in equity for Landlord's failure to have the Premises ready for occupancy.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed is obligated to make ------------------------------------- perform construction work pursuant to Exhibit C, Landlord agrees to use reasonable efforts to have the Premises ready for occupancy on or before the Scheduled Term Commencement Date, which shall, however, be extended for a period equal to that of any improvement delays due to the Premisesgovernmental regulations, the provisions governing the planningunusual scarcity of or inability to obtain labor or materials, constructionlabor difficulties, scope of work and terms of payment casualty or other causes beyond Landlord's reasonable control. The Premises shall be set forth deemed ready for occupancy on the date on which the Leasehold Improvements, as specified in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein in the Complete Plans, are ready for occupancy as certified by this reference. Subject Landlord's architect with the exception of minor items which can be fully completed without material interference with Tenant and other items which because of the season or weather or the nature of the item are not practicable to delays resulting from Force Majeure Matters (as defined do at the time, provided that none of said items is necessary to make the Premises tenantable for the Permitted Uses; provided, however, that if Landlord is unable to complete construction due to delay in Tenant's compliance with the provisions of Section 10.21 3.1 of this Lease) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver then the Premises to Tenant in Ready shall be deemed ready for Occupancy condition not occupancy no later than the Scheduled Term Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when if it can be done without material interference with completion of the Building or remaining work portions of the Leasehold Improvements. In the event of Tenant's failure to comply with the previsions of Section 3.1 to submit information or to deliver construction drawings and specifications which meet Xxxxxxxx's approval, Landlord may, at Xxxxxxxx's option, exercisable by notice to Tenant, either (a) terminate this Lease on the date specified in said notice to Tenant, and upon such termination Landlord shall have all the rights provided in Article IX of this Lease in the event of Tenant's default or (b) assess Tenant liquidated damages in an amount equal to the Annual Rent divided by 365 for each day such failure continues, which damages shall be paid to Landlord on the Commencement Date. Notwithstanding the foregoing provisions, if the Premises are not deemed ready for occupancy within 120 days after the Scheduled Term Commencement Date for whatever reason, other than Tenant's default, Tenant may elect to cancel this Lease at any time thereafter while the Premises are not deemed ready for occupancy by giving notice to Landlord of such cancellation which shall be effective when given, it being understood that said election shall be Tenant's sole remedy at law or in equity for Landlord's failure to have the Premises ready for occupancy.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed is obligated to make ------------------------------------- perform construction work pursuant to EXHIBIT E-1, Landlord agrees to use reasonable efforts to have the Additional Premises ready for occupancy on or before the Additional Premises Scheduled Term Commencement Date, which shall, however, be extended for a period equal to that of any improvement delays due to the Premisesgovernmental regulations, the provisions governing the planningunusual scarcity of or inability to obtain labor or materials, constructionlabor difficulties, scope of work and terms of payment casualty or other causes beyond Landlord's reasonable control. The Additional Premises shall be set forth deemed ready for occupancy on the date on which the Additional Premises Leasehold Improvements, as specified in EXHIBIT E-1 and in the Landlord/Tenant Work Letter attached hereto Additional Premises Complete Plans, are ready for occupancy as Exhibit C and incorporated herein determined by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 of this Leasea) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued certification by Landlord's architect with the exception of minor items which can be fully completed without material interference with Tenant's business, and (b) issuance of a Certificate of Occupancy or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession a temporary Certificate of Occupancy by the appropriate authority of the City of Marlborough; provided, however, that if Landlord is unable to complete construction due to delay in Tenant's compliance with the provisions of Section 3.1A of this Lease, then the Additional Premises to Tenant in Ready shall be deemed ready for Occupancy condition not occupancy no later than the Additional Premises Scheduled Term Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Additional Premises prior to the Additional Premises Term when Commencement Date if it can be done without material interference with completion of the Building or remaining work portions of the Additional Premises Leasehold Improvements. In the event of Tenant's failure to comply with the provisions of Section 3.1A to submit information or to deliver construction drawings and specifications which meet Landlord's approval, after 30 days' notice from Landlord, Landlord may, at Landlord's option, exercisable by notice to Tenant, either (i) terminate this Lease with respect to the Additional Premises on the date specified in said notice to Tenant, and upon such termination Landlord shall have all the rights provided in Article IX of this Lease in the event of Tenant's default, or (ii) assess Tenant liquidated damages in an amount equal to the Annual Rent with respect to the Additional Premises divided by 365 for each day such failure continues, which damages shall be paid to Landlord on the Additional Premises Term Commencement Date. Notwithstanding the foregoing provisions, if the Additional Premises are not deemed ready for occupancy within 60 days after the Additional Premises Scheduled Term Commencement Date for whatever reason, other than Tenant's default, Tenant may elect to cancel this Lease with respect to the Additional Premises at any time thereafter while the Additional Premises are not deemed ready for occupancy by giving notice to the Landlord of such cancellation which shall be effective when given, it being understood that said election shall be Tenant's sole remedy at law or in equity for Landlord's failure to have the Additional Premises ready for occupancy.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed agrees to make ------------------------------------- use reasonable efforts to have the Premises ready for occupancy on or before the Scheduled Term Commencement Date which shall, however, be extended for a period equal to that of any improvement delays due to the Premisesgovernmental regulations, the provisions governing the planningunusual scarcity of or inability to obtain labor, constructionequipment or materials, scope of work and terms of payment labor difficulties, casualty or other causes reasonably beyond Landlord's control. The Premises shall be set forth in deemed ready for occupancy on the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 later of this Lease) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, : (a) if Landlord's failure to deliver possession of the Premises date estimated for such readiness in a notice delivered to Tenant at least fifteen (with all improvements substantially completed in accordance with the Plans15) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or days before such date; (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of date on which (i) the Scheduled Commencement Date Premises, together with the common facilities for access and service thereto, have been completed, except for items of work and mechanical adjustment of equipment and fixtures which because of season or weather or nature of the item cannot practically be done at the time and are not necessary to make the Premises reasonably tenantable for the Permitted Uses, or are not completed due to delays caused by requests made by Tenant for further alterations or additions after Tenant's approval of construction drawings and specifications and (ii) the date the Premises would have there has been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled a registered architect's or engineer's certificate to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after deliverycompletion. Landlord shall complete the punch list as soon as conditions practically permit all items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items and work excepted under clause (b) above and Tenant shall not postpone use the Commencement Date premises in such manner as to increase the cost of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty periodcompletion. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when it can be done without material interference with remaining work by Landlordwork. If Landlord permits Tenant to occupy the premises for the Permitted Uses prior to the date on which the Premises would otherwise be deemed ready for occupancy pursuant to this Section 3.2 and the Tenant does so occupy the Premises prior to such date, the Premises shall be deemed ready for occupancy on the date Tenant's occupancy of the Premises for the Permitted Uses commences.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed agrees to make ------------------------------------- use reasonable efforts to have the Phase I Leasehold Improvements, including completion of the Base Building Improvements described in Exhibit B hereto, completed so that the Premises are ready for occupancy on or before the Scheduled Substantial Completion Date and to have the Phase II Leasehold Improvements completed by the Scheduled Phase II Substantial Completion Date, which Dates shall, however, be extended for a period equal to that of any improvement delays due to Acts of God, or by changes ordered by Tenant in the Premiseswork, the provisions governing the planningor by labor disputes, constructionfire, scope unusual delays in deliveries, unavoidable casualties or other causes beyond Landlord's reasonable control (collectively, "Force Majeure Events") and by delays due to any act or neglect of work and terms Tenant, or of payment any employee, agent, or separate contractor of Tenant. The Premises shall be set forth in deemed ready for occupancy on the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters Phase I Substantial Completion Date (as defined in Section 10.21 of this Lease) or delays caused by Tenant or Tenant's ------------- agentshereinafter defined). In no event shall the Phase I Substantial Completion Date be later than January 1, employees, contractors, subcontractors or licensees, including, without limitation, change orders to 1999 (the Plans as defined in Exhibit C ("Tenant Delay FactorsOutside Completion Date"), Landlord will deliver in which case Tenant shall have the Premises right to Tenant terminate this Lease. As used herein, the term "Phase I Substantial Completion Date" and "Phase II Substantial Completion Date," as applicable, shall mean and refer to the date on which: (i) the Phase I Leasehold Improvements or the Phase II Leasehold Improvements, as applicable, as specified in Ready the Phase I Complete Plans or the Phase II Complete Plans, as applicable, are ready for Occupancy condition not later than the Scheduled Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued occupancy as certified by Landlord's architect Architect and Tenant's Architect with the exception of minor items which can be fully completed by Landlord within thirty (30) days without material interference with Tenant and other items which because of the season or other designated engineering representative. If Landlord weather or the nature of the item are not practicable to do at the time, provided that none of said items is necessary to make the Premises tenantable for any reason whatsoever cannot deliver possession the Permitted Uses (collectively "Punch List Items"), (ii) a Certificate of Occupancy from the City of Cambridge (or a Temporary Certificate of Occupancy permitting Tenant to occupy the Premises with conditions which can be satisfied without material interference with Tenant's use and occupancy of the Premises) shall have been obtained, (iii) the Premises is broom clean and free of debris, and (iv) all utilities required for the use of the Premises have been brought by Landlord to Tenant the Premises as specified in Ready for Occupancy condition not later than the Scheduled Commencement DateExhibit B; provided, this Lease shall not be void or voidable nor shall however, that if Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith is unable to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure to deliver possession construction of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by foregoing on or before the Phase I Scheduled Substantial Completion Date or the Scheduled Commencement Date is not Phase II Substantial Completion Date, as applicable, due to delay in Tenant's compliance with the result provisions of one Section 3.1 or more Tenant Delay Factorsthe respective schedule set forth in Exhibit E of this Lease, then the Commencement Date Premises shall be adjusted to be deemed ready for occupancy no later than the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises which would have been delivered in the absence of Substantial Completion Date but for such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the thennon-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty periodcompliance. Landlord shall permit Tenant and Tenant's contractors access for installing equipment and furnishings in the Premises prior to the Term when Commencement Date if it can be done without material interference with remaining work by Landlordcompletion of the Phase I Leasehold Improvements.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed Sublessor covenants and agrees to make ------------------------------------- any improvement to the Premises, the provisions governing the planning, construction, scope of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 of this Lease) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date. If requested by Tenant, Landlord shall provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession of the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is not the result of one or more Tenant Delay Factors, the Commencement Date shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant to this Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's the Sublease Premises to be ready for occupancy on or manufacturer's warranties about October 1, 1999, which date shall, however, be extended for that period of time that Sublessor is actually delayed in connection causing the Sublease Premises to be ready for occupancy or Base Building Work to be completed due to Tenant Delays (as hereinafter defined) and Force Majeure Delays (as hereinafter defined). The Sublease Premises shall be deemed ready for occupancy on the date on which (a) the Sublease Improvements (i) are completed in accordance with Landlord's the Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior Letter, (ii) are approved to the Term when it extent required by law by the building department and (iii) are ready for occupancy as certified by Sublessor's architect with the exception of minor items which can be done completed without material interference with remaining work by Sublessee and other items which because of the season or weather or the nature of the item are not practicable to do at the time; (b) the Building systems and the emergency generator referenced in the Work Letter Agreement (which shall be lawfully operational) are in good working order to support the operation of the Sublease Premises; (c) a certificate of occupancy (which may be temporary, conditional or otherwise) has been issued for the Sublease Premises or the Main Premises or the Building, as the case may be, and Landlord's certificate that any such certificates of occupancy delivered to Sublessee permit Sublessee to use the Sublease Premises for the Permitted Uses and (d) possession of the Sublease Premises shall be delivered to Sublessee for its exclusive use and possession, broom clean and free of construction debris and materials and any personal property that is not being leased hereunder (the "Completion Date"). If Sublessor is unable to complete construction of the Sublease Premises due to a Tenant Delay and/or Force Majeure Delay, then the Sublease Premises shall be deemed ready for occupancy on the date on which they are actually made available in accordance with the provisions of (a) - (d) above to Sublessee and Sublessee shall not be entitled to any damages as set forth below. To the extent that any certificate of occupancy delivered in connection with the Sublease Premises is conditional or temporary in nature, Sublessor agrees to obtain a permanent certificate of occupancy for the Building or the Sublease Premises, as the case may be, with all reasonable due diligence and in all events prior to the expiration of the temporary or conditional certificate of occupancy. During the Term, Sublessor will maintain any certificates of occupancy as they relate to the Common Areas of the Main Premises and Sublessee agrees to maintain any certificates of occupancy as they relate to the Sublease Premises.

PREPARATION OF PREMISES FOR OCCUPANCY. If Landlord has agreed agrees to make ------------------------------------- have the Premises Ready for Occupancy (as hereinafter defined) on or before the Scheduled Term Commencement Date which such date shall, however, be extended for a period equal to that of any improvement delays due to governmental regulations (excluding typical periods for obtaining permits and approvals for the Landlord’s Work), unusual scarcity of or inability to obtain labor or materials, labor difficulties not specifically related to Landlord or GCCI), casualty or other causes reasonably beyond Landlord’s control (each, a “Force Majeure Delay”), or any Tenant Delay (as hereinafter defined), provided that such extension shall only be available to the Premises, extent that Landlord promptly notifies Tenant of the provisions governing the planning, construction, scope occurrence of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from any Force Majeure Matters (as defined in Section 10.21 Delay or Tenant Delay. For purposes of this Lease, a “Tenant Delay” shall mean any one of the following: (i) Tenant Alteration Delay Days; (ii) Tenant’s failure to supply information as reasonably requested by Landlord within the time periods specified herein (or delays caused by Tenant or if no time period is specified, within five (5) business days of request) in order to complete construction in a timely manner, (iii) Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders ’s failure to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver the Tenant’s Plans (or modifications or said long lead item information) within the time periods specified herein, or (iv) a written request of Tenant to stop work. The Premises to Tenant in shall be deemed ready for occupancy (“Ready for Occupancy condition not later than Occupancy”) on the Scheduled Commencement Date. If requested by Tenantdate on which all of the following have occurred: (x) the Landlord’s Work is completed in compliance with the approved Tenant Plans therefor, Landlord shall provide a certificate of substantial completion issued as certified in good faith by Landlord's architect or other designated engineering representative. If Landlord ’s architect, except for any reason whatsoever canpunch list items relating to Tenant’s Work which do not deliver possession exceed five percent of the total costs of Landlord’s Work and do not interfere with Tenant’s use of the Premises for its operation (“Punch List Items”), and Landlord has obtained a Certificate of Occupancy (which, if temporary, shall be only subject to agreed upon Punch List Items and any items of work for which Tenant in Ready is responsible hereunder) for Occupancy condition not later than the Scheduled Commencement DatePremises and has provided Tenant with a copy thereof; provided, this Lease shall not be void or voidable nor shall however, that if Landlord be liable to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith is unable to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, construction (a) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plansother than Punch List Items) by the Scheduled Term Commencement Date is not solely due to any Tenant Delay, then notwithstanding any language to the result contrary set forth herein and solely for purposes of one or more Tenant Delay Factors, determining the Commencement Date (and subsequent time periods, and/or actions that are triggered by the occurrence of the Commencement Date, as applicable), the Premises shall be adjusted to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlord's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed in accordance with the Plans) by the Scheduled Commencement Date is the result of one or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) deemed “Ready for Occupancy” on the date the Premises would have been delivered in the absence of such Tenant Delay Factors(s). Notwithstanding any term or provision herein to the contrary, if, for any reason completed (other than Punch List Items), but for a Tenant Delay Factors or Force Majeure MattersDelay, subject to Tenant’s right to dispute the same as hereinafter provided, and it being agreed that such deemed occurrence shall not relieve Landlord cannot deliver possession from the obligation to diligently pursue the Landlord’s Work to completion; and (y) all approvals and permits from the appropriate governmental authorities required for the legal occupancy of the Premises have been obtained. Landlord shall complete all Punch List Items within thirty (with all improvements substantially completed 30) days of the date the Premises are Ready for Occupancy. If the Premises are not deemed Ready for Occupancy on or before the Outside Delivery Date (as defined below) for whatever reason, Tenant may (i) cancel this Lease at any time thereafter while the Premises are not deemed Ready for Occupancy by giving notice to Landlord of such cancellation which shall be effective ten (10) days after such notice, unless within such ten (10) day period Landlord delivers the Premises Ready for Occupancy as defined herein, in which event such notice of cancellation shall be rendered null and void and of no further force or effect, or (ii) to enforce Landlord’s covenants to construct the Premises in accordance with the Plans) terms of this Lease, In the event Tenant elects to Tenant by enforce Landlord’s agreement to construct the Scheduled Commencement DatePremises in accordance with this Lease, Tenant shall be entitled to a period of "free" Rent equal to two (2) days for every one (1) day after also have the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by June 1, 2001, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is of the essence relative to Tenant's right to terminate this Lease pursuant if Landlord fails to this Section 3.2. ----------- Upon delivery of complete the Premises in within the period of time set by any court of competent jurisdiction for such work to be completed, or within such additional period of time from the date of Landlord’s default as may be mutually agreed to by Landlord and Tenant. In addition, if the Premises are not deemed Ready for Occupancy condition by on or before the later of August 1, 2011 or 30 days following Scheduled Term Commencement for whatever reason other than a Force Majeure Delay or Tenant Delay (the “Rent Credit Deadline”), then Tenant shall receive a credit of one day of Fixed Rent for each day after the Rent Credit Deadline until the Premises are Ready for Occupancy, but if such period exceeds thirty (30) days, then such credit shall increase to two days of Fixed Rent for each day thereafter until the Premises are Ready for Occupancy, such credits to be applied when the Fixed Rent commences hereunder. The foregoing rights shall be the Tenant’s sole remedy at law or in equity for Landlord’s failure to have the Premises ready for occupancy as required hereunder. For purposes hereof, Tenant the Outside Delivery Date shall be deemed to have accepted refer to that certain date which is ninety (90) days following the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Scheduled Term Commencement Date of this Lease nor the obligation of Landlord and Tenant agree to pay Rent or resolve any other charges due disputes under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior Article 3 pursuant to the Term when it can be done without material interference with remaining work by Landlordprovisions of Article 3.5 hereof, unless the parties agree otherwise.

PREPARATION OF PREMISES FOR OCCUPANCY. If Prior to commencing Tenant's Work, Tenant shall produce and deliver to Landlord has agreed full, final and complete plans (the "Tenant's Plans") showing all improvements to make ------------------------------------- any improvement be constructed and work to be performed by Tenant within the Premises, . Within 10 business days of the provisions governing the planning, construction, scope delivery of work and terms of payment shall be set forth in the Landlord/Tenant Work Letter attached hereto as Exhibit C and incorporated herein by this reference. Subject to delays resulting from Force Majeure Matters (as defined in Section 10.21 of this Lease) or delays caused by Tenant or Tenant's ------------- agents, employees, contractors, subcontractors or licensees, including, without limitation, change orders Plans to the Plans as defined in Exhibit C ("Tenant Delay Factors"), Landlord will deliver the Premises to Tenant in Ready for Occupancy condition not later than the Scheduled Commencement Date. If requested by TenantLandlord, Landlord shall either approve Tenant's Plans, or provide a certificate of substantial completion issued by Landlord's architect or other designated engineering representative. If Landlord for any reason whatsoever cannot deliver possession of the Premises notice to Tenant of those respects in Ready for Occupancy condition which Landlord does not later than approve of Tenant's Plans and the Scheduled Commencement Date, this Lease reasons therefor (the "Disapproval Notice"). Tenant shall not be void or voidable nor shall Landlord be liable use due diligence to Tenant for any loss or damage resulting therefrom; but in that event, Landlord shall act diligently and in good faith to complete the work that is necessary to allow Landlord to deliver the Premises to Tenant as specified above. In such case, (a) if Landlordrevise Tenant's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed Plans in accordance with the Disapproval Notice. Upon revision of Tenant's Plans in substantial accordance with any such Disapproval Notice, Landlord shall have a 10 business day period in which to review and confirm that Tenant's Plans address appropriately those items not approved of by Landlord in Tenant's Plans) . Approval by the Scheduled Commencement Date is Landlord of Tenant's Plans, or revisions thereto, as set forth herein, shall not the result of one be unreasonably withheld or more delayed. Tenant Delay Factors, the Commencement Date shall be adjusted cause Tenant's Work to be the date when Landlord does in fact deliver possession of the Premises to Tenant as described above or (b) if Landlordcompleted, at Tenant's failure to deliver possession of the Premises to Tenant (with all improvements substantially completed sole cost and expense and in accordance with the Tenant's Plans) by the Scheduled Commencement Date is the result . Following approval of one Tenant's Plans, Tenant shall complete Tenant's work in strict accordance with Tenant's Plans, and Tenant shall not make any further material changes in Tenant's Plans without Landlord's prior written approval (which approval shall not be unreasonably withheld or more Tenant Delay Factors, the Commencement Date shall be the later of (i) the Scheduled Commencement Date or (ii) the date the Premises would have been delivered in the absence of such Tenant Delay Factors(sdelayed). Notwithstanding any term or provision herein to the contrary, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession of the Premises (with all improvements substantially completed in accordance with the Plans) to Tenant by the Scheduled Commencement Date, Tenant shall be entitled to a period construction management fee of "free" Rent equal to two (2) days for every one (1) day after $1.50 per square foot of the Scheduled Commencement Date until Landlord delivers the Premises to Tenant as contemplated above, excluding any portion of such period of delay attributable to Force Majeure Matters or Tenant Delay Factors, during which time no Base Rent or Additional Rent shall be due and payable under this Lease. Additionally, if, for any reason other than Tenant Delay Factors or Force Majeure Matters, Landlord cannot deliver possession Rentable Floor Area of the Premises (with all improvements substantially completed in accordance with for coordinating the Plans) construction of Tenant's Work; provided, however, that if Tenant uses any one or more of ----------------- Landlord's architect, contractor, and engineer, such fee shall be reduced by $.50 per square foot for each such person so used by Tenant. Prior to Tenant by June 1, 2001commencing Tenant's Work, Tenant shall be entitled to terminate this Lease by so notifying Landlord in writing on or before June 10, 2001, in which case all money previously delivered to Landlord by Tenant pursuant to the terms of this Lease shall be refunded to Tenant. Time is obtain and deliver certificates of the essence relative to Tenant's right to terminate this Lease pursuant to this insurance required by Section 3.2. ----------- Upon delivery of the Premises in Ready for Occupancy condition by Landlord3.4 hereof, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any "punch list" items (as that term is used in the construction industry) noted by Tenant in writing to naming Landlord within ten (10) business days after delivery. Landlord shall complete the punch list items within a reasonable period following receipt of Tenant's written punch list. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease. Notwithstanding the foregoing, for a period of one (1) year after the Commencement Date, Landlord shall repair, at no cost to Tenant, any latent or hidden defects not reasonably discoverable by Tenant within five (5) business days after delivery of the Premises. In addition, Landlord shall use commercially reasonable efforts to cause any parties giving contractor's or manufacturer's warranties in connection with and Landlord's Work or the Building to correct any materially defective or nonconforming work covered by any such warranty during the applicable warranty period. Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when it can be done without material interference with remaining work by Landlordlender as additional insureds.