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33,4 Assfunnlellt of Warranlle;, Effective upon Completion of the Tenant Improvements, Landlord shall assign to Tell Wit
<br />nil warranties slid gunivildes by Contracts' relating to the Tarrant Improvements, and Tetmat shall waive (and hereby walves) all dialing against
<br />Landlord relating to, or Artsing out of the eonatnrrtlon of, the Tenant Improvements,
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<br />NIE• DFL Y
<br />4,1 Time,
<br />4,1,1 Thnc tE the EMee in Tlds Work l enter, Unlnas otherwise indicated, all aafbrences herein tea "number ofdays"
<br />shall mean slid refer to calendar days. In all instances where Tenant Is required to approve or deliver on item, true writton notice of approval is
<br />given or [he item Is not delivered within (he stated time period, at Landlord's sole option, At the and orsuch period the ttea shall automatfeolly be
<br />deemed Approved or delivered by Tenav and the next succeeding time period shall eommanee. Except where speofOo time periods are specified
<br />herein, Ad referonees to a "reasonable period" contained in this Work Letter shelf mean a reasonable amount of thne to respond to the request or
<br />submission in question, taking Into consideration all of the oir'qumstoncas reasonably related to ilia amount of time required, assuming reasonable
<br />diligence; provided, however, In no case shall such period ever be loss than five (S) business days.
<br />4.1.2 . Time Deadlines, Tenant shall use its best, good fifth, efforts and all due diligence to cooperate with Landlord,
<br />Iandlod's Architect and the Contractor to complete all phases of Ilia Cons rtualon Drawings and Ole permitting process And to receive the permits,
<br />and to achieve Substantial Completion es soon as possible, and, in that regard, shall meet with Landlord on a scheduled bests to be determined by
<br />Landlord. to discuss Londlo•d's progress In connection with tile some,
<br />4.2 DalaM
<br />4.2.1 Tenant Datum A "Tenant t)amy" means any delay as a direct, indirect, partial, n• total result of any act or emission
<br />ol'Tenant or any or Tenant's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring
<br />Tenant's approval berm rider; (b) any breach by Tenant of Elio provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant;
<br />(d) any roquire dent of Te Alt Ibr materfals, components, finishes or improvements which lire not available within a commercially reasonable period,
<br />or ivhieh are different front, or not Included in, the Building Stgadads; (a) changes to Ilia Base Building aid/or Building Systems requied by ilia
<br />Final Space Plan, the Approved Working Drawings (or any Changes); (I) any unreasonable interference by Teaser or nay o Tenant's Agents with
<br />Elio perfni n lice of the Tenant hnprOvemonts; or (g) any other event specified In this Walk Letter to be a Tenant Delay.
<br />4.2.2 Landlord Dolsys, A "Landlord Delay" linens an actual delay As a result of nil of the following; n Landlord's
<br />Y Y Y g.(e
<br />failure (tor say reason mfltar than a Tannnt Delay or q pc'ge Majeurq Delay) to approve any matter requiring Landlord's approval order this Work
<br />Letter within the time period therefor set Ibrth in this Work Letter; (b) material and unl•aasonablo interference by Landlord or of any of Landlord's
<br />employees, con[roctors or agents (except us otherwise allowed under this Work Letter) with Tenant's perihrmnnea of any of its obligations under this
<br />Work Lctte; or (a) any Omer failure by Landlord, which patsaOm to the teens ofilds Work Latter Is deemed a Landlord Delay. Notwithstanding any
<br />provision orthis Work Letter to the contrary, in the event that Ternim claims that it has sulTered a Landlord Delay, Tenant shall, as q co dhlon of the
<br />elTbetiveness of the elgilned Landlarl Delay, within three (3) days of its discovery of the Of dnied Landlord Delay, nollfy Landlord in writing of the
<br />existence of the claimed Landlord Delay and ale probablq estimated duration of such claimed Landlord Delay,
<br />4.2.3 Fm•ee Nlaicure DplagII A "Force arNeuve Delay" means any; (a) actual delay attributable to any strike, lookout or
<br />other labor or industrial disturbance (whether or not on His part of the employees of either party hclito) other Ulan any such disturbance caused by or
<br />related to any delbult or activities of Tannnt or any'renant's Agents (if churned by Tenant) or of Landlord or any of Landlord's agents, employees or
<br />contractors,(if claimed by Landlord), (b) actual delay roused by Ally civil disturbance, not or the public enemy, war, terrorism, riot, sabotage,
<br />b[ookode, or embargo, (o) actual delay attributable to ligbtning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, or (d) actual
<br />delay caused by governmental delay in die Issuance of the Permits not due to the gait Or oagligerer. of Tenant or any Tenant's Agents (Welghned by
<br />Tenant) or gross aegligetoe or willAd misconduct of Landlord (if clahrted by Landlord), or (e) any delay due to any other similar cause beyond the
<br />reasonable control or the party f ill whole perlbrinimue is required, and beyond tile reasonable coalml of its oonlraetora and representatives
<br />(including; without limitation, In the case of Tenant, the Tenmit's Agents), Notwithstanding any provision ofthls Work Letter to Ihecontiary, in Ilia
<br />even Elio( tiny pan¢ claims that It has sufibred a Pores Majcum Delay, such party shall, ns It condition ot'thc effectiveness of sunk force Majeure
<br />Delay, within three (3) days of discovcry of the souroo of such delay, notify, the olhe• party hereto in writing tribe existence of such Force Mgjetn'e
<br />Delay. the nature ol'the steps being taken by such party to minimize such delay and the prubnbie estinmted duration orsuch Force Mgleure Delay,
<br />SEC'f1 N 5
<br />GENERAL PROVISIONS
<br />5.1 licnresanrnlivvs. Tenant has designated DEBORAH SANCHti%, ECONOMIC I:)f,••Vl'aLOJ'MVN'I' 8PFCIALIS-1" III as its, sole
<br />N[Aftenna9e with reslaact to the mattes act forth in this Work Letter, who, ondi further entice n, Landlord, shall bnvc fall audeority mild
<br />respmaslbilily to net on behalrof the'reliant as required in this Work Letter, Landlord has designated 'red Blechnk as its sale representative will,
<br />respect to the lowers act Ib'th In this Work Letter whu, until further notice to Tenant. shall have IGII authority And responsibility to Act on behalf of
<br />the I_aalllerd As MIIIIred In thin Work Lollar
<br />5.2 j"jtIlaut's Rn by lots Ilia I'rcnnlaes Pri n' to i$nbslnnllnl Cnnal$t['i . Provided that '['client aid Tenant's Agents do not
<br />interfere In any rtspuct with Contractor's work (or perrainmuce orthe Tenant 1mpMM"I' il) in the Building and the Premisius, Lendiol'd siudl allow
<br />Tenam reasonable access to the Premises tit least thirty (30) daYs prior to tine Subatmnial Completion Ins the purpnso at' Tenant Instalihig over
<br />a'!Iri'Clrir funrer fh•—Cloy nJ'Srurrn bra Louse .t Exhibit C:
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