A
PORTION OF SUCH SUM TOWARD THE BASE RENT ALLOTMENT AND THE RELOCATION
ALLOTMENT); (B) WITH RESPECT TO EACH FLOOR OF THE UNIFIED PREMISES OTHER THAN
THE 15TH AND 16TH FLOORS, TENANT SHALL EXPEND AT LEAST THIRTY DOLLARS ($30.00)
PER SQUARE FOOT OF RENTABLE AREA ON SUCH FLOOR TOWARD THE COST OF LEASEHOLD WORK
ON SUCH FLOOR, AND TOGETHER WITH EACH REQUEST FOR DISBURSEMENT, TENANT SHALL
PROVIDE DOCUMENTATION AS TO THE TOTAL THEN-CURRENT AMOUNT EXPENDED ON EACH SUCH
FLOOR; (C) LANDLORD SHALL HAVE THE RIGHT TO AUDIT TENANT'S BOOKS AND RECORDS
WITH RESPECT TO THE LEASEHOLD WORK ON AN OPEN-BOOK BASIS; (D) IF TENANT FAILS TO
EXPEND AT LEAST THIRTY DOLLARS ($30.00) PER SQUARE FOOT ON EACH FLOOR OF THE
UNIFIED PREMISES OTHER THAN THE 15TH AND 16TH FLOORS, THEN LANDLORD SHALL HAVE
THE RIGHT TO RESERVE ANY SUCH UNUSED PORTION OF THE IMPROVEMENT ALLOWANCE UNTIL
FURTHER IMPROVEMENTS ARE CONSTRUCTED ON THE APPLICABLE FLOOR.
CHANGE ORDERS.
IF, AFTER LANDLORD HAS APPROVED THE LEASEHOLD PLANS, TENANT
REQUESTS ANY CHANGE OR ADDITION TO THE WORK AND MATERIALS SHOWN THEREON, THEN
SUCH CHANGE ORDER SHALL REQUIRE LANDLORD'S APPROVAL, WHICH APPROVAL SHALL BE
GRANTED OR WITHHELD IN ACCORDANCE WITH THE APPROVAL STANDARD SET FORTH IN
PARAGRAPH 5 ABOVE.
LANDLORD SHALL USE REASONABLE EFFORTS TO RESPOND PROMPTLY TO
TENANT'S REQUESTS FOR CHANGES.
IN THE EVENT A CHANGE ORDER REQUESTED BY TENANT
WITH RESPECT TO THE LEASEHOLD PLANS CAUSES THE LEASEHOLD COST TO EXCEED THE
AMOUNT OF THE IMPROVEMENTS ALLOWANCE, THEN ALL ADDITIONAL EXPENSES ATTRIBUTABLE
TO ANY SUCH CHANGE OR ADDITION REQUESTED BY TENANT AND APPROVED BY LANDLORD,
SHALL BE PAYABLE BY TENANT PURSUANT TO THE PROVISIONS OF THIS WORK AGREEMENT.
LANDLORD DELAY.
IF AND TO THE EXTENT TENANT SHALL BE ACTUALLY DELAYED IN
COMPLETING THE LEASEHOLD WORK AS A RESULT OF: (I) LANDLORD'S FAILURE TO COMPLY
WITH ANY DEADLINE SPECIFIED IN THIS EXHIBIT FOR WHICH THERE IS NO "DEEMED
APPROVED," TWO-NOTICE PROCESS, OR (II) LANDLORD'S FAILURE TO PAY WHEN DUE ANY
PORTION OF THE IMPROVEMENTS ALLOWANCE, FOR WHICH TENANT HAS TIMELY AND PROPERLY
SUBMITTED ITS REQUEST THEREFOR PURSUANT TO THE PROVISIONS OF THIS WORK AGREEMENT
(BUT ONLY TO THE EXTENT SUCH FAILURE ACTUALLY DELAYS THE COMPLETION OF THE
LEASEHOLD WORK), OR (III) TENANT BEING REQUIRED TO REDESIGN OR RECONSTRUCT THE
LEASEHOLD WORK AS MORE PARTICULARLY DESCRIBED IN PARAGRAPH 2 ABOVE ON ACCOUNT OF
THE TYPE OF MATERIAL DISCREPANCY FOR WHICH LANDLORD IS OBLIGATED TO REIMBURSE
TENANT FOR EXCESS COSTS, OR (IV) LATENT DEFECTS IN THE BASE BUILDING WORK
DISCOVERED AND REQUIRING REPAIR DURING THE COURSE OF CONSTRUCTION OF THE
LEASEHOLD WORK, OR (V) WILSON'S FAILURE TIMELY TO RESPOND TO TENANT'S REQUEST
FOR APPROVAL OR WILSON'S IMPROPER WITHHOLDING OF ITS APPROVAL, THEN SUCH DELAY
SHALL CONSTITUTE "LANDLORD DELAY".
TENANT SHALL NOTIFY LANDLORD'S AUTHORIZED
REPRESENTATIVE (IN WRITING AND WITH REASONABLE SPECIFICITY) PROMPTLY UPON
TENANT'S BECOMING AWARE OF THE EXISTENCE OF ANY SUCH LANDLORD DELAY AND,
NOTWITHSTANDING THE PRECEDING SENTENCE, IF TENANT FAILS TO SO NOTIFY LANDLORD
(IN WRITING) AS SOON AS REASONABLY PRACTICABLE AFTER TENANT BECOMES AWARE