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3.3.4 Assienment of Warranties. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant
<br />all warranties slid guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against
<br />Landlord relating to. or arising out of the construction of, the Tenant improvements.
<br />ECT'ION 4
<br />TIME; DELAYS
<br />4.1 Time.
<br />4.1.1 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a "number of days"
<br />shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, IF no written notice of approval is
<br />given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be
<br />deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods are specified
<br />herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or
<br />submission in question, taking Into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable
<br />diligence; provided, however, in no case shall such period ever be less titan five (5) business days.
<br />4.1.2 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord,
<br />Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits,
<br />and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by
<br />Landlord. to discuss Landlord's progress in connection with the sane.
<br />4.2 Delays.
<br />4.2.1 Tenant Delays. A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission
<br />of Tenant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring
<br />Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant;
<br />(d) any requirement orTenant for materials, components, finishes or Improvements which are not available within a commercially reasonable period,
<br />or which are different fi-oni, or not included in, the Building Standards; (a) changes to the Base Building aid/or Building Systems required by the
<br />Final Space Plan, die Approved Working Drawings (or any Changes); (1) any unreasonable interference by Tenant or any or Tenant's Agents with
<br />the performance of the Tenant Improvements; or (g) any offer event specified in this Work Letter to be a Tenant Delay.
<br />4.2.2 Landlord Delays, A "Landlord Delay" menns an actual delay as a result of any of the following: (a) Landlord's
<br />failure (for any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Lundlord's approval under this Work
<br />Letter within the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's
<br />employees, contractors or agents (except as otherwise allowed under this Work Letter) with'fennnt's perfounance of any of its obligations under this
<br />Work Letter; or (c) any other failure by Landlord, which pursuant to the teats of this Work Letter is deemed a Landlord Delay, Notwithstanding any
<br />provision of this Work Letter to the contrary, in the event that Tenant claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the
<br />effectiveness of the claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the
<br />existence ofthe claimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay.
<br />4.2.3 Force Malcom Delays. A "Force Nlajcare Delay" nicafs any: (a) actual delay attributable to any strike, lookout or
<br />other labor or industrial disturbance (whether or not on the part of the employees of either party hereto) other than any such disturbance caused by or
<br />related to Lilly default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or
<br />contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage,
<br />blockade, or embargo, (c) actual delay attributable to liglitning, earthquake, tire, storm, hurricane, tornado, flood, washout or explosion, or (d) actual
<br />delay caused by governmental delay ill die issuance of the Permits not due to the fault or negligence of Tenant or any Tenant's Agents (if claimed by
<br />'tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlotd), or (a) tiny delay due to any other similar cause beyond the
<br />reasonable control of the party from whom perlbmnance is required, and beyond the reasonable control of its contractors and representatives
<br />(including, without limitation, in the case of Tenant, the Taunt's Agents). Notwithstanding any provision orthis Work Letter to the contrary, in die
<br />event that Lilly party claims that it has suffered a Force Majcnre Delay, such party shall, as a condition of• the effectiveness of such Force Majeure
<br />Delay. within three (3) clays of discovery orthe source of such delay, notify the other party berate in writing of the existence ofsuch Force Malcom
<br />Delay. the nature of the steps being taken by such party to minimize: such delay and the probable estionned duration of such Force Mo,icure Delay.
<br />SECTION S
<br />GENERAL PROVISIONS
<br />5.1 Reoresentatiyes. 'tenant has designated DEBORAH SANCHU, ECONOMIC DEVELOPMENT SPECIALIST III as its sole
<br />representative with respect to the matters set forth in this Work Letter, who; sail father notice to Landlord, shall have full authority and
<br />responsibility to act orb behalf of dre'reliant is required in this Work Letter, Landlord has designated 'red Bischak as its sole representative with
<br />respect to the matters set forth in this Work Letter who, until further notice to Tenant. shell have Ibll authority -and responsibility to not on behalfof
<br />the Lnndlurd Lis required in this Work Lctmr
<br />5.2 3'enant's Entry into the Premises Prior to Substantial Colpletion. Provided that Tenant and Tenant's Agents do not
<br />in crNre in any respect with Contractor's work (or performance artful Tenant Improvements) in the Building and the Premises. Landlord shall allow
<br />'Tenant rcasonnblc aeeCSS tc the Prenhises at least thirty (30) clays prior to the Substantial Completion f'm• the purpose oI lenaft Installing over'
<br />801 ICCirie Cenrcr lh'—Cif)• nj'Srnun: bin l easa 4 lixhlbil C
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