MAY MAKE REQUESTS FOR CONSENTS OR APPROVALS OR OTHER SUBMISSIONS IN
RESPECT OF PROPOSED ALTERATIONS DIRECTLY TO LANDLORD AND, IN SUCH CASE, WILL
CONCURRENTLY WITH ITS DELIVERY TO LANDLORD, DELIVER A DUPLICATE TO TENANT.
LANDLORD SHALL RESPOND DIRECTLY TO SUBTENANT IN CONNECTION WITH SUCH REQUESTS OR
OTHER SUBMISSIONS AND, IN SUCH CASE, IF SUCH RESPONSE IS IN WRITING, WILL
CONCURRENTLY WITH THE DELIVERY OF SUCH RESPONSE TO SUBTENANT, DELIVER A
DUPLICATE TO TENANT.
ANY ALTERATION WITH RESPECT TO WHICH SUBTENANT HAS
PROCURED LANDLORD'S APPROVAL SHALL NOT REQUIRE THE APPROVAL OF TENANT.
(B)
IN REQUESTING LANDLORD'S APPROVAL FOR AN ALTERATION (OR AT ANY TIME
THEREAFTER), SUBTENANT SHALL SEPARATELY IDENTIFY WHICH ALTERATIONS IT WISHES
LANDLORD TO DESIGNATE AS NON-SEVERABLE MATERIAL ALTERATIONS FOR PURPOSES OF
INSURING THE SAME UNDER THE PROPERTY INSURANCE FOR THE BUILDING TO BE PROCURED
BY LANDLORD PURSUANT TO THE LEASE; WITHOUT AFFECTING LANDLORD'S APPROVAL RIGHT
PURSUANT TO SECTION 1.6(C)(II) HEREOF, LANDLORD SHALL HAVE NO RESPONSIBILITY TO
3
REGARD ANY ALTERATION AS A NON-SEVERABLE MATERIAL ALTERATION OR TO SO INSURE THE
SAME UNLESS SO PROPOSED BY TENANT OR SUBTENANT (AS APPLICABLE).
(C)
WITH RESPECT TO SECTION 10.1 OF THE LEASE:
(I)
LANDLORD SHALL NOT UNREASONABLY WITHHOLD
ITS APPROVAL TO ANY ALTERATION PROPOSED TO BE MADE BY SUBTENANT (OR SUBTENANT'S
SUBTENANTS OR ASSIGNEES) (REGARDLESS WHETHER THE SAME IS A MATERIAL ALTERATION),
AND
(II)
IF TENANT OR SUBTENANT PROPOSES THAT
LANDLORD DESIGNATE A MATERIAL ALTERATION AS A NON-SEVERABLE MATERIAL ALTERATION
PURSUANT TO SECTION 1.6(B) ABOVE, LANDLORD, IN ITS REASONABLE DISCRETION, WILL
MAKE ITS DETERMINATION IN RESPECT OF SUCH PROPOSAL (AND DELIVER TO TENANT OR
SUBTENANT, AS APPLICABLE, NOTICE OF SUCH DETERMINATION) CONCURRENTLY WITH
LANDLORD'S APPROVAL OF THE MATERIAL ALTERATION IN QUESTION; IF LANDLORD FAILS TO
TIMELY MAKE SUCH DETERMINATION, THEN THE ALTERATIONS PROPOSED BY TENANT OR
SUBTENANT, AS APPLICABLE, SHALL BE DEEMED TO BE NON-SEVERABLE MATERIAL
ALTERATIONS; IF AN ALTERATION IS NOT DESIGNATED (AND NOT DEEMED TO BE
DESIGNATED) A NON-SEVERABLE MATERIAL ALTERATION, THEN LANDLORD SHALL
NEVERTHELESS HAVE THE RIGHT AT ANY TIME SUBSEQUENT TO SO DESIGNATE IT, PROVIDED
THAT, IF TENANT'S OR SUBTENANT'S PROPERTY INSURANCE POLICY IS THEN COVERING SUCH
NON-SEVERABLE MATERIAL ALTERATION, THEN UNTIL THE EXPIRATION OF SUCH POLICY,
OPERATING EXPENSES SHALL BE ADJUSTED SO AS TO EXCLUDE THEREFROM THE COST OF
INSURING SUCH NON-SEVERABLE MATERIAL ALTERATION UNDER LANDLORD'S PROPERTY
INSURANCE POLICY.
(D)
WITH RESPECT TO SECTION 10.2(A) OF THE LEASE, LANDLORD SHALL NOT
UNREASONABLY WITHHOLD ITS APPROVAL OF PLANS AND SPECIFICATIONS FOR ANY MATERIAL
ALTERATION, AND THE PROCEDURE SET FORTH IN SAID SECTION 10.2(A) FOR LANDLORD'S
REVIEW AND APPROVAL OR DEEMED APPROVAL OF ALTERATIONS SHALL APPLY TO MATERIAL
ALTERATIONS; PROVIDED THAT THE 10 BUSINESS DAY PERIODS AND 5 BUSINESS DAY
PERIODS REFERRED TO THEREIN SHALL IN EACH INSTANCE BE DEEMED TO BE,
RESPECTIVELY, 20 BUSINESS DAY PERIODS AND 10 BUSINESS DAY PERIODS IN RESPECT OF
MATERIAL ALTERATIONS.
(E)
WITH RESPECT TO SECTION 10.2(B) OF THE LEASE, ALTERATIONS BY TENANT OR
SUBTENANT SHALL NOT REQUIRE EITHER TENANT OR SUBTENANT TO PROVIDE LANDLORD WITH
THE LETTER OF CREDIT OR OTHER