ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 6 AND SHALL BE SUBJECT TO THE WRITTEN APPROVAL OF
LANDLORD, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
(A)
TENANT'S RIGHT TO REQUEST CHANGES. IF TENANT SHALL REQUEST CHANGES
TO LANDLORD'S WORK OR THE TI CONSTRUCTION DRAWINGS ("CHANGES"), TENANT SHALL
REQUEST SUCH CHANGES BY NOTIFYING LANDLORD IN WRITING IN SUBSTANTIALLY THE SAME
FORM AS THE AIA STANDARD CHANGE ORDER FORM AIA G701 (A "CHANGE REQUEST"), WHICH
CHANGE REQUEST SHALL DETAIL THE NATURE AND EXTENT OF ANY SUCH CHANGE. SUCH
CHANGE REQUEST MUST BE SIGNED BY TENANT'S REPRESENTATIVE. LANDLORD SHALL REVIEW
AND APPROVE OR DISAPPROVE SUCH CHANGE REQUEST WITHIN TEN (10) BUSINESS DAYS
THEREAFTER, PROVIDED THAT LANDLORD'S APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
(B)
IMPLEMENTATION OF CHANGES. IF LANDLORD APPROVES SUCH CHANGE AND
TENANT DEPOSITS WITH LANDLORD ANY EXCESS TI COSTS (AS DEFINED IN SECTION 7(D)
BELOW) REQUIRED IN CONNECTION WITH SUCH CHANGE WITHIN FIVE (5) DAYS THEREOF,
TENANT MAY CAUSE THE APPROVED CHANGE TO BE INSTITUTED.
8
7.
COSTS.
(A)
BUDGET FOR TENANT IMPROVEMENTS. BEFORE THE COMMENCEMENT OF
CONSTRUCTION OF THE TENANT IMPROVEMENTS, TENANT SHALL OBTAIN AND DELIVER TO
LANDLORD A DETAILED BREAKDOWN, BY TRADE, OF THE COSTS INCURRED OR WHICH WILL BE
INCURRED, IN CONNECTION WITH THE DESIGN AND CONSTRUCTION OF TENANT'S WORK (THE
"BUDGET"). THE BUDGET SHALL BE BASED UPON THE TI CONSTRUCTION DRAWINGS APPROVED
BY LANDLORD AND SHALL INCLUDE A PAYMENT TO LANDLORD OF ADMINISTRATIVE RENT
("ADMINISTRATIVE RENT") EQUAL TO 1% OF THE TI COSTS (AS HEREINAFTER DEFINED) FOR
MONITORING AND INSPECTING THE CONSTRUCTION OF TENANT'S WORK, WHICH SUM SHALL BE
PAYABLE FROM THE TI FUND. SUCH ADMINISTRATIVE RENT SHALL INCLUDE, WITHOUT
LIMITATION, ALL OUT-OF-POCKET COSTS, EXPENSES AND FEES INCURRED BY OR ON BEHALF
OF LANDLORD ARISING FROM, OUT OF, OR IN CONNECTION WITH, SUCH MONITORING OF THE
CONSTRUCTION OF THE TENANT IMPROVEMENTS, AND SHALL BE PAYABLE OUT OF THE TI
FUND. IF THE BUDGET IS GREATER THAN THE TI ALLOWANCE, TENANT SHALL DEPOSIT WITH
LANDLORD THE DIFFERENCE, IN CASH, WITHIN 10 DAYS FOLLOWING THE DETERMINATION OF
SUCH EXCESS AMOUNT PURSUANT TO THE BUDGET, FOR DISBURSEMENT BY LANDLORD AS
DESCRIBED IN SECTION 7(D).
(B)
TI ALLOWANCE. LANDLORD SHALL PROVIDE TO TENANT A TENANT
IMPROVEMENT ALLOWANCE (COLLECTIVELY, THE "TI ALLOWANCE") AS FOLLOWS:
(I)
A "TENANT IMPROVEMENT ALLOWANCE" IN THE MAXIMUM AMOUNT OF $150.00
PER RENTABLE SQUARE FOOT IN THE PREMISES, OR APPROXIMATELY $9,600,000 IN THE
AGGREGATE, WHICH IS INCLUDED IN THE BASE RENT SET FORTH IN THE LEASE; AND
(II)
AN "ADDITIONAL TENANT IMPROVEMENT ALLOWANCE" IN THE AMOUNT OF
$5.00 PER RENTABLE SQUARE FOOT IN THE PREMISES, OR APPROXIMATELY $320,000 IN THE
AGGREGATE, WHICH SHALL, TO THE EXTENT USED, RESULT IN ADJUSTMENTS TO THE BASE
RENT AS SET FORTH IN THE LEASE.
At any time prior to the earlier of (a) substantial completion of the Tenant's
Work and (b) the Rent Commencement Date, Tenant shall notify Landlord whether it
has elected to receive from Landlord the Additional Tenant Improvement
Allowance. Such election shall be