IN COMPLETION OF LANDLORD'S WORK
OR TENANT'S WORK TO THE EXTENT ATTRIBUTABLE TO OR ARISING OUT OF:
(I) TENANT'S
FAILURE TO COMPLY WITH ANY TIME DEADLINES IN THIS WORK LETTER, OR ANY OTHER
BREACH BY TENANT OF THE TERMS OF THIS WORK LETTER; (II) CHANGES (AS HEREINAFTER
DEFINED) MADE OR ASSOCIATED WITH REASONABLE CONSIDERATION OF CHANGES REQUESTED
BY TENANT TO THE LI PLANS AFTER APPROVAL OF THE SAME BY LANDLORD, WHETHER OR NOT
SUCH CHANGES ARE ACTUALLY PERFORMED; (III) TENANT'S REQUEST FOR MATERIALS,
COMPONENTS, FINISHES, INSTALLATIONS OR IMPROVEMENTS IF TENANT REQUIRES SUCH
ITEMS NOTWITHSTANDING LANDLORD'S NOTICE OF THE LACK OF AVAILABILITY OF SUCH
ITEMS, UNLESS SUCH ITEMS ARE DESIGNATED IN THE LI PLANS OR PURSUANT TO THE
BUILDING 4757 SCREENING REQUIREMENT, IN WHICH CASE ANY CHANGES SHALL BE DEEMED
FORCE MAJEURE DELAYS; (IV) TENANT'S DELAY IN PROVIDING INFORMATION CRITICAL TO
THE NORMAL PROGRESSION OF LANDLORD'S WORK WITHIN A REASONABLE PERIOD OF TIME
FOLLOWING LANDLORD'S WRITTEN REQUEST TO TENANT'S DESIGNATED REPRESENTATIVE FOR
SUCH INFORMATION; OR (V) TENANT'S FAILURE TO DEPOSIT WITH LANDLORD THE EXCESS TI
COSTS (AS DEFINED BELOW) WITHIN TEN (10) DAYS FOLLOWING THE DETERMINATION OF
SUCH EXCESS AMOUNT PURSUANT TO THE BUDGET, OR WITHIN FIVE (5) DAYS FOLLOWING AN
INCREASE IN SUCH BUDGETED AMOUNT DUE TO A CHANGE REQUEST OR ANY OTHER REASON.
(N)
"TENANT IMPROVEMENTS" SHALL MEAN ALL IMPROVEMENTS THAT ARE NOT
INCLUDED IN LANDLORD'S WORK AND WHICH TENANT REQUIRES FOR ITS USE AND OCCUPANCY
OF THE PREMISES.
(O)
"TENANT'S WORK" SHALL MEAN THE WORK OF CONSTRUCTING THE TENANT
IMPROVEMENTS.
(P)
"WATER-TIGHT DELIVERY" SHALL MEAN THAT LANDLORD'S WORK SHALL HAVE
BEEN CONSTRUCTED BY LANDLORD TO A CONDITION WHERE THE ROOF, EXTERIOR WALLS,
WINDOWS AND DOORS OF THE BUILDING ARE IN A WATER-TIGHT CONDITION AND ARE SEALED
AGAINST LEAKAGE DUE TO RAIN AND OTHER NORMAL WEATHER CONDITIONS, AND THE
3
Building has been delivered to Tenant in a condition reasonably permitting
Tenant to install the Tenant Improvements without interfering with the
Substantial Completion of Landlord's Work.
3.
PERFORMANCE OF LANDLORD'S WORK.
(A)
PERMITTING OF LANDLORD'S WORK. ALL PERMITS REQUIRED FOR THE
CONSTRUCTION OF LANDLORD'S WORK SHALL BE OBTAINED AND PAID FOR BY LANDLORD AT
ITS SOLE COST AND EXPENSE. IF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION
OVER THE CONSTRUCTION OF LANDLORD'S WORK OR ANY PORTION THEREOF SHALL IMPOSE
TERMS OR CONDITIONS UPON THE CONSTRUCTION THEREOF WHICH:
(I) ARE INCONSISTENT
WITH LANDLORD'S OBLIGATIONS HEREUNDER, (II) INCREASE THE COST OF CONSTRUCTING
LANDLORD'S WORK, OR (III) WILL MATERIALLY DELAY THE CONSTRUCTION OF LANDLORD'S
WORK, LANDLORD AND TENANT SHALL REASONABLY AND IN GOOD FAITH SEEK MEANS BY WHICH
TO MITIGATE OR ELIMINATE ANY SUCH ADVERSE TERMS AND CONDITIONS.
(B)
COMPLETION OF LANDLORD'S WORK. LANDLORD SHALL CAUSE SUBSTANTIAL
COMPLETION OF THE LANDLORD'S WORK TO OCCUR ON OR BEFORE THE TARGET COMMENCEMENT
DATE (SUBJECT TO TENANT DELAYS AND FORCE MAJEURE DELAYS). UPON THE SUBSTANTIAL
COMPLETION OF LANDLORD'S WORK, LANDLORD SHALL REQUIRE LANDLORD'S ARCHITECT AND
THE GENERAL CONTRACTOR PERFORMING LANDLORD'S WORK TO EXECUTE AND DELIVER, FOR
THE BENEFIT OF TENANT AND LANDLORD, A CERTIFICATE OF SUBSTANTIAL