DISCREPANCY RESULTS IN TENANT BEING
REQUIRED TO (AND TENANT ACTUALLY DOES) REDESIGN THE LEASEHOLD PLANS OR INCUR
INCREASED CONSTRUCTION COSTS, THEN TO THE EXTENT TENANT INCURS INCREASED DESIGN
OR CONSTRUCTION COSTS ON ACCOUNT THEREOF, LANDLORD SHALL REIMBURSE TENANT FOR
THE REASONABLE, OUT-OF-POCKET INCREASE IN SUCH COSTS INCURRED BY TENANT ON
ACCOUNT OF SUCH UNKNOWN MATERIAL DISCREPANCY.
SCHEDULE I ATTACHED HERETO
OUTLINES THE BASE BUILDING SHELL.
LANDLORD SHALL DELIVER TO TENANT PRIOR TO THE
COMMENCEMENT OF THE CONSTRUCTION OF THE LEASEHOLD WORK (I) THE BASE BUILDING
WORK NON-RESIDENTIAL USE PERMIT THAT HAS BEEN ISSUED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITY, AND (II) AN AIA CERTIFICATE OF SUBSTANTIAL COMPLETION
WITH RESPECT TO THE BASE BUILDING WORK.
AS OF THE EFFECTIVE DATE, LANDLORD HAS
NOT RECEIVED ANY NOTICE OF ANY VIOLATION OF ANY LEGAL REQUIREMENTS THAT REMAINS
UNCURED WITH RESPECT TO THE BASE BUILDING WORK.
ARCHITECT AND ENGINEERS.
[INTENTIONALLY DELETED].
TENANT SHALL EMPLOY DBI ARCHITECTS, OR SUCH OTHER ARCHITECT THAT LANDLORD
SHALL APPROVE IN ITS REASONABLE, DISCRETION (THE "LEASEHOLD ARCHITECT") TO
PREPARE ALL PLANS FOR THE INITIAL LEASEHOLD IMPROVEMENTS IN THE PREMISES (THE
"LEASEHOLD WORK-PREMISES") AND IN THE WILSON PREMISES (THE "LEASEHOLD
WORK-WILSON PREMISES").
THE LEASEHOLD WORK-PREMISES AND THE LEASEHOLD
WORK-WILSON PREMISES ARE REFERRED TO COLLECTIVELY IN THIS WORK AGREEMENT AS THE
"LEASEHOLD WORK".
TENANT SHALL EMPLOY TOLK (THE "BASE BUILDING ENGINEERS", WHO
IN THIS CONTEXT SHALL BE REFERRED TO AS THE "LEASEHOLD ENGINEERS") TO PREPARE
THE ENGINEERING DRAWINGS RELATING TO THE LEASEHOLD WORK; PROVIDED, HOWEVER, IF
TENANT IS UNABLE TO EMPLOY THE BASE BUILDING ENGINEERS ON TERMS REASONABLY
ACCEPTABLE TO TENANT, TENANT SHALL RETAIN ANOTHER QUALIFIED ENGINEER APPROVED BY
LANDLORD, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED.
[INTENTIONALLY OMITTED].
PLANS FOR LEASEHOLD WORK.
TENANT SHALL CAUSE THE LEASEHOLD ARCHITECT TO PREPARE PROGRAMMING AND
SPACE PLANS (THE "SPACE PLANS") AND DESIGN DEVELOPMENT DRAWINGS (THE "DESIGN
DRAWINGS") FOR THE LEASEHOLD WORK IN THE ENTIRE UNIFIED PREMISES, IN FORM
APPROVED BY TENANT, FOR SUBMISSION TO LANDLORD'S AUTHORIZED REPRESENTATIVES),
C/O BOSTON PROPERTIES, INC., 401 9TH STREET, N.W., WASHINGTON, D.C. 20004FOR ITS
APPROVAL NO LATER THAN SEPTEMBER 30, 2003.
IF LANDLORD HAS ANY COMMENTS WITH
RESPECT TO THE SPACE PLANS AND/OR DESIGN DRAWINGS, LANDLORD SHALL MAKE SUCH
COMMENTS KNOWN TO TENANT WITHIN TEN (10) BUSINESS DAYS FOLLOWING SUBMISSION OF
THE SPACE PLANS AND DESIGN DRAWINGS, AS APPLICABLE, TO LANDLORD.
TENANT SHALL
INCORPORATE INTO THE LEASEHOLD WORK THE STANDARD DESIGN CONCEPTS SHOWN ON
SCHEDULE X ATTACHED TO THIS WORK AGREEMENT, EXCEPT TO THE EXTENT LANDLORD
APPROVES EXCEPTIONS THEREFROM.
INTENTIONALLY OMITTED.
TENANT SHALL CAUSE THE LEASEHOLD ARCHITECT AND THE LEASEHOLD ENGINEERS TO
PREPARE FINAL CONSTRUCTION DOCUMENTS FOR THE LEASEHOLD WORK IN THE ENTIRE
UNIFIED PREMISES, IN FORM APPROVED BY TENANT, FOR SUBMISSION TO LANDLORD'S
AUTHORIZED REPRESENTATIVE FOR ITS APPROVAL WITHIN A REASONABLE PERIOD OF TIME
FOLLOWING THE DATE ON WHICH LANDLORD PROVIDES ITS COMMENTS TO THE SPACE PLANS
AND DESIGN DRAWINGS PURSUANT TO PARAGRAPH 5(A) ABOVE, PROVIDED THAT THE FINAL
CONSTRUCTION DOCUMENTS MAY NOT BE SUBMITTED FOR BID OF THE LEASEHOLD WORK PRIOR
TO LANDLORD'S REVIEW THEREOF.