Date, Rent Commencement Date or Expiration Date.
3.2
Preparation of the Premises.
(A)
ATTACHED TO THIS LEASE AS EXHIBIT A IS A "LAYOUT PLAN," DATED
DECEMBER 21, 2006, SHOWING GENERALLY THE IMPROVEMENTS TO BE MADE BY LANDLORD TO
PREPARE THE PREMISES FOR TENANT'S OCCUPANCY. THE LAYOUT PLAN ATTACHED AS EXHIBIT
A HAS BEEN APPROVED BY TENANT.
LANDLORD WILL HAVE FURTHER PLANS (THE "PLANS")
PREPARED CONSISTENT WITH THE LAYOUT PLAN, AND IN ACCORDANCE WITH BUILDING
STANDARDS AND OTHERWISE WITH INFORMATION PROVIDED TO LANDLORD BY TENANT. THE
PLANS SHALL BE SUBMITTED TO TENANT FOR ITS APPROVAL, WHICH SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED. FAILURE BY TENANT TO DISAPPROVE ANY SUBMISSION
OR RESUBMISSION OF THE PLANS WITHIN FIVE (5) BUSINESS DAYS AFTER SUBMISSION OR
ANY RESUBMISSION SHALL CONSTITUTE APPROVAL THEREOF. ANY DISAPPROVAL SHALL BE
ACCOMPANIED BY A SPECIFIC STATEMENT OF THE REASONS THEREFOR.
(B)
A WORK LETTER (THE "WORK LETTER") DESCRIBING THE WORK TO BE
PERFORMED BY LANDLORD PURSUANT TO THE PLANS ("LANDLORD'S WORK") IS ATTACHED
HERETO AS EXHIBIT A-1. LANDLORD SHALL UNDERTAKE LANDLORD'S WORK AT LANDLORD'S
SOLE COST AND EXPENSE AND IN ACCORDANCE WITH THE WORK LETTER AND APPLICABLE
LAWS, CODES AND REGULATIONS. EXCEPT AS SPECIFICALLY SET FORTH IN THE WORK
LETTER, LANDLORD'S WORK SHALL NOT INCLUDE ANY FURNITURE, FIXTURES OR EQUIPMENT
FOR TENANT'S BUSINESS OR ANY WIRING FOR TENANT'S EQUIPMENT. SUBJECT TO THE
PROVISIONS OF SECTION 3.3(B) BELOW, LANDLORD SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO ACHIEVE SUBSTANTIAL COMPLETION ON OR BEFORE THE SIXTIETH (60TH) DAY
FOLLOWING THE DATE HEREOF, BUT LANDLORD SHALL HAVE NO LIABILITY FOR FAILURE TO
DO SO, AND TENANT SHALL HAVE NO CLAIM AGAINST LANDLORD, EXCEPT FOR THE RIGHT TO
TERMINATE THIS LEASE AS PROVIDED IN SECTION 3.3(C) BELOW.
THE LANDLORD'S WORK
SHALL BE DEEMED SUBSTANTIALLY COMPLETE ON THE FIRST DAY AS OF WHICH (I)
LANDLORD'S WORK HAS BEEN COMPLETED, INCLUDING, TO THE EXTENT APPLICABLE, THE
SUBSTANTIAL COMPLETION PUNCH LIST (AS HEREINAFTER DEFINED) (AS CERTIFIED IN
WRITING BY LANDLORD'S ARCHITECT),
4
EXCEPT FOR ITEMS OF WORK (AND, IF APPLICABLE, ADJUSTMENT OF EQUIPMENT AND
FIXTURES) WHICH CAN BE COMPLETED AFTER OCCUPANCY HAS BEEN TAKEN WITHOUT
UNREASONABLE INTERFERENCE WITH TENANT'S USE OF THE PREMISES (THE "FINAL PUNCH
LIST"), AND (II) A CERTIFICATE OF OCCUPANCY HAS BEEN ISSUED BY THE TOWN OF
LEXINGTON FOR THE PREMISES (OR LANDLORD HAS OBTAINED OTHER WRITTEN CONFIRMATION
FROM A RESPONSIBLE OFFICIAL OF THE TOWN OF LEXINGTON THAT THE REQUIREMENTS FOR
SUCH A CERTIFICATE HAVE BEEN SATISFIED AND THAT A CERTIFICATE WILL ISSUE IN THE
ORDINARY COURSE), AND (III) THE UTILITIES SERVING THE PREMISES ARE OPERATIONAL,
AND (IV) TENANT HAS BEEN GIVEN WRITTEN NOTICE OF THE OCCURRENCE OF THE MATTERS
DESCRIBED IN THE FOREGOING CLAUSES (I), (II) AND (III). SUCH DATE IS HEREINAFTER
CALLED THE "SUBSTANTIAL COMPLETION DATE."
UPON RECEIPT OF SUCH NOTICE, TENANT
SHALL BE ENTITLED TO INSPECT THE PREMISES WITH A REPRESENTATIVE OF LANDLORD OR
LANDLORD'S CONTRACTOR FOR THE PURPOSE OF PREPARING THE FINAL PUNCH LIST.
LANDLORD SHALL COMPLETE AS SOON AS CONDITIONS PERMIT ALL FINAL PUNCH LIST ITEMS,
AND TENANT SHALL