MANAGERS (UPON NOT
LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO TENANT), SUBJECT TO THE
REASONABLE APPROVAL BY TENANT IF REQUIRED AND AS PROVIDED IN SECTION 7.4.2
HEREOF.
7.4.6
NO LATER THAN OCTOBER 31 PRECEDING THE END OF EACH CALENDAR YEAR
DURING THE LEASE TERM, LANDLORD SHALL DELIVER TO TENANT, FOR ITS REASONABLE
APPROVAL IF THERE DOES NOT THEN EXIST A LEASE EVENT OF DEFAULT, A BUDGET SETTING
FORTH IN REASONABLE DETAILS THE REPAIR, MAINTENANCE AND CAPITAL EXPENDITURES
EXPECTED TO BE INCURRED BY LANDLORD IN CONNECTION WITH THE MAINTENANCE AND
OPERATION OF THE PREMISES IN ACCORDANCE WITH THE LANDLORD'S MANAGEMENT STANDARD
DURING THE FOLLOWING CALENDAR YEAR (INCLUDING WITHOUT LIMITATION PROPOSED
EXPENDITURES FOR PREMISES EXPENSES AND MAINTENANCE AND REPAIRS (BUT NOT
REPLACEMENTS) OF LANDLORD CAPITAL IMPROVEMENTS).
EACH SUCH BUDGET SHALL BE IN A
FORM REASONABLY ACCEPTABLE TO LANDLORD AND, IF THERE DOES NOT THEN EXIST A LEASE
EVENT OF DEFAULT, TENANT.
IF THERE EXISTS A LEASE EVENT OF DEFAULT, LANDLORD'S
BUDGET SHALL BE FINAL AND BINDING ON BOTH PARTIES FOR SUCH CALENDAR YEAR.
IF
THERE DOES NOT THEN EXIST A LEASE EVENT OF DEFAULT, THE PARTIES SHALL PROMPTLY
PROCEED IN GOOD FAITH UNTIL A MUTUALLY APPROVED BUDGET IS ACHIEVED.
IN THE
EVENT OF A BUDGET DISPUTE, THE PRECEDING CALENDAR YEAR'S APPROVED BUDGET SHALL
APPLY TO THE CALENDAR YEAR IN DISPUTE UNTIL A MUTUALLY APPROVED BUDGET IS
ACHIEVED FOR THE NEW CALENDAR YEAR; PROVIDED, HOWEVER, THAT SUCH PRECEDING
CALENDAR YEAR'S APPROVED BUDGET SHALL BE INCREASED AS NECESSARY TO PAY IN FULL
UNCONTROLLABLE EXPENSES FOR THE NEW CALENDAR YEAR.
SUCH APPROVED BUDGET OR SUCH
PRIOR YEAR'S CALENDAR BUDGET, AS ADJUSTED AS PROVIDED ABOVE, SHALL CONSTITUTE
THE "OPERATING EXPENSE BUDGET" UNDER SECTION 4.1 HEREOF.
WITHOUT LIMITING THE
RIGHTS AND OBLIGATIONS OF LANDLORD OR TENANT UNDER SECTION 4.1 HEREOF, WITHIN
SIXTY (60) DAYS AFTER THE EXPIRATION OF EACH CALENDAR YEAR DURING THE LEASE TERM
DURING WHICH LANDLORD IS MANAGING THE PREMISES, LANDLORD SHALL DELIVER TO TENANT
A DETAILED STATEMENT (I) SETTING FORTH THE ACTUAL EXPENSES (INCLUDING, WITHOUT
LIMITATION, PREMISES EXPENSES) INCURRED BY LANDLORD IN MAINTAINING THE PREMISES
DURING SUCH CALENDAR YEAR AND (II) COMPARING THE AMOUNTS SET FORTH IN SUCH
CALENDAR YEAR'S APPROVED BUDGET (OR, IF APPLICABLE, THE PRIOR YEAR'S CALENDAR
BUDGET, AS ADJUSTED AS PROVIDED ABOVE).
EACH SUCH STATEMENT SHALL BE CERTIFIED
BY EITHER THE CHIEF FINANCIAL OFFICER OF LANDLORD, OR LANDLORD'S PROPERTY
MANAGEMENT COMPANY, AS BEING TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
ARTICLE VIII.
ADDITIONS AND ALTERATIONS
8.1
LANDLORD'S CONSENT TO ALTERATIONS.
EXCEPT AS PROVIDED
BELOW,
TENANT MAY NOT MAKE ANY ALTERATIONS WITHOUT FIRST PROCURING LANDLORD'S PRIOR
WRITTEN CONSENT.
SO LONG AS TENANT OWNS AND HOLDS THE LEASEHOLD ESTATE CREATED
HEREUNDER AND HAS NOT SUBLET EIGHTY PERCENT (80%) OR MORE OF THE PREMISES (OTHER
THAN TO AFFILIATES OF TENANT IN ACCORDANCE WITH THE PROVISIONS OF THIS LEASE):
20
(A)
LANDLORD'S CONSENT TO ANY SUCH REQUEST WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED; PROVIDED, HOWEVER, THAT LANDLORD MAY REFUSE
CONSENT FOR ANY REASON IN ITS SOLE AND ABSOLUTE DISCRETION TO ANY