shall be unable to resolve the matter, then at any time after the
expiration of such thirty (30) day period, either party may submit the matter to
arbitration under Section 18.4 hereof, with the sole question to be determined
by such arbitration being whether or not there is a substantial likelihood that
any such Alteration will not be completed by the date by which it shall be
required to be completed hereunder. If the arbitration is determined in favor of
Landlord, then Landlord shall have the right (but shall not be obligated) to use
any security then on deposit with Landlord to complete the same. In the event
that Landlord shall complete such Alteration for a cost that is less than the
then available balance of any security deposited to secure Tenant's obligation
to perform the Alteration in question, then any excess unused portion of such
security being held by Landlord after the restoration of the applicable
Alteration with respect to which it was deposited with Landlord shall belong to
and promptly be refunded by Landlord to Tenant.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS ARTICLE 10 OR ELSEWHERE IN THIS LEASE, TENANT SHALL BE
OBLIGATED TO SURRENDER THE PREMISES AND THE BUILDING ON THE EXPIRATION DATE IN
THE CONDITION AND QUALITY THAT THE PREMISES AND THE BUILDING (INCLUDING, WITHOUT
LIMITATION, THE BUILDING SYSTEMS) WOULD HAVE BEEN IN AT THE TIME OF SUCH
SURRENDER HAD TENANT COMPLIED WITH THE TERMS OF THIS LEASE (ANY SUCH ALTERATION
REQUIRED TO BE PERFORMED BY TENANT TO SATISFY THE FOREGOING REQUIREMENT BEING
HEREIN REFERRED TO AS A "TURNOVER ALTERATION").
AT LEAST ONE HUNDRED AND TWENTY
DAYS (120) DAYS PRIOR TO, BUT NO EARLIER THAN ONE HUNDRED AND EIGHTY (180) DAYS
PRIOR TO, THE EXPIRATION DATE, LANDLORD SHALL NOTIFY TENANT, AND LANDLORD AND
TENANT SHALL ENDEAVOR TO AGREE UPON ANY TURNOVER ALTERATION REMAINING TO BE
PERFORMED BY TENANT.
IF THE PARTIES SHALL BE UNABLE TO RESOLVE ANY DISPUTE
REGARDING WHETHER TENANT HAS AN OBLIGATION TO PERFORM ANY TURNOVER ALTERATION OR
REGARDING THE MANNER IN WHICH THE SAME SHALL BE REQUIRED TO BE PERFORMED WITHIN
SUCH ONE HUNDRED AND TWENTY (120) DAY PERIOD, THEN EITHER PARTY MAY SUBMIT THE
MATTER TO ARBITRATION IN ACCORDANCE WITH SECTION 18.4.
ALL TURNOVER ALTERATIONS
SHALL BE PERFORMED IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE 10 AND
OTHER PORTIONS OF THIS LEASE APPLICABLE TO ALTERATIONS.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS ARTICLE 10 OR ELSEWHERE IN THIS LEASE, TENANT SHALL NOT
PERFORM ANY ALTERATION WHICH TENANT SHALL BE OBLIGATED TO RESTORE UNDER THIS
ARTICLE 10 UNLESS THE RESTORATION OF SUCH ALTERATION CAN BE COMPLETED AS AND
WHEN REQUIRED UNDER ARTICLE 10.
(E)
WITHOUT LIMITING THE GENERALITY OF ANY
OTHER PROVISION OF THIS LEASE, IN THE EVENT THAT TENANT SHALL FAIL TO RESTORE
ANY ALTERATION THAT IT IS OBLIGATED HEREUNDER TO RESTORE OR SHALL FAIL TO
PERFORM ANY TURNOVER ALTERATION, AND THE FAILURE TO PERFORM SAME SHALL INTERFERE
WITH THE USE AND OCCUPANCY OF THE PREMISES