AND ACCESS TO RESTROOMS AND ELEVATORS, AND (VI) IF TENANT SURRENDERS A
PORTION OF THE PREMISES ON ANY FLOOR, THE SPACE SO SURRENDERED, TAKEN TOGETHER
WITH THE BALANCE OF THE THEN-UNLEASED SPACE ON THE FLOOR, SHALL IN LANDLORD'S
REASONABLE JUDGMENT BE READILY LEASEABLE FOR GENERAL OFFICE PURPOSES WITH LEGAL
EXITING AND ACCESS TO RESTROOMS AND ELEVATORS.
LANDLORD MAY CONSIDER SUCH
5
FACTORS AS LANDLORD REASONABLY DEEMS RELEVANT IN DETERMINING WHETHER SPACE IS
READILY LEASEABLE FOR GENERAL OFFICE PURPOSES, INCLUDING, WITHOUT LIMITATION,
WHETHER IT IS LESS THAN 2,000 FEET, IS OF AN UNUSUAL CONFIGURATION, OR CONSISTS
ENTIRELY OF INTERIOR SPACE (I.E., WITHOUT WINDOWS).
IF LANDLORD DISAPPROVES OF
TENANT'S PROPOSED CONFIGURATION OF THE PREMISES AS DEPICTED IN THE PREMISES
MODIFICATION NOTICE, LANDLORD SHALL PROVIDE TENANT WITH WRITTEN NOTICE OF SUCH
DISAPPROVAL, AND LANDLORD AND TENANT SHALL COOPERATE IN GOOD FAITH TO IDENTIFY A
CONFIGURATION WHICH IS ACCEPTABLE TO BOTH LANDLORD AND TENANT.
UPON LANDLORD'S
APPROVAL OF TENANT'S DESIRED MODIFICATION OF THE PREMISES, LANDLORD AND TENANT
SHALL EXECUTE AN AMENDMENT TO THIS LEASE, WHICH AMENDMENT SHALL (I) MODIFY THE
DESCRIPTION OF THE SECOND FLOOR PREMISES, THIRD FLOOR PREMISES, OR FOURTH FLOOR
PREMISES, AS APPLICABLE, (II) CONFIRM THE RENTABLE AREA OF THE PREMISES AS SO
MODIFIED, AS REASONABLY DETERMINED BY LANDLORD IN ACCORDANCE WITH BOMA (ANSI
Z65.1-1996), USING THE APPROVED LOAD FACTORS ESTABLISHED PURSUANT TO
SECTION 1.18 ABOVE, (III) CONFIRM TENANT'S PERCENTAGE SHARE BASED ON THE
MODIFIED RENTABLE AREA OF THE PREMISES, (IV) REPLACE EXHIBIT A TO THIS LEASE
WITH A SUBSTITUTE EXHIBIT DEPICTING THE MODIFIED PREMISES, (V) STATE THE BASE
RENT PAYABLE BY TENANT UNDER THIS LEASE AND THE IMPROVEMENT ALLOWANCE PAYABLE BY
LANDLORD PURSUANT TO THE WORK LETTER, BASED ON THE RENTABLE AREA OF THE MODIFIED
PREMISES, AND (VI) CONFIRM THE RECALCULATED AMOUNT OF THE SECURITY DEPOSIT
PURSUANT TO SECTION 4.7 BELOW.
IF TENANT DOES NOT DELIVER THE PREMISES
MODIFICATION NOTICE BY THE PREMISES MODIFICATION NOTICE DEADLINE, TENANT SHALL
HAVE NO FURTHER RIGHTS UNDER THIS SECTION 2.2.
IF TENANT DESIRES TO VERIFY THE
USABLE SQUARE FOOTAGE OF THE MODIFIED PREMISES, TENANT SHALL CAUSE TENANT'S
ARCHITECT TO VERIFY THE MEASUREMENT OF THE USABLE SQUARE FOOTAGE OF THE MODIFIED
PREMISES WITHIN THIRTY (30) DAYS AFTER LANDLORD PROVIDES TENANT WITH LANDLORD'S
CALCULATION THEREOF.
LANDLORD AND TENANT SHALL USE GOOD FAITH EFFORTS TO
RESOLVE ANY DISPUTE REGARDING THE CALCULATION OF THE USABLE SQUARE FOOTAGE OF
THE PREMISES.
2.3
ACCEPTANCE OF PREMISES.
TENANT ACKNOWLEDGES THAT: (A) IT HAS BEEN
ADVISED BY LANDLORD, LANDLORD'S BROKER AND TENANT'S BROKER, IF ANY, TO SATISFY
ITSELF WITH RESPECT TO THE CONDITION OF THE PREMISES (INCLUDING, WITHOUT
LIMITATION, THE HVAC, ELECTRICAL, PLUMBING AND OTHER MECHANICAL INSTALLATIONS,
SECURITY AND ENVIRONMENTAL ASPECTS) AND THE PRESENT AND FUTURE SUITABILITY OF
THE PREMISES FOR TENANT'S INTENDED USE; (B) TENANT HAS MADE SUCH INSPECTION AND
INVESTIGATION AS IT DEEMS NECESSARY WITH REFERENCE TO SUCH MATTERS AND ASSUMES
ALL RESPONSIBILITY THEREFOR AS THE SAME RELATE TO TENANT'S OCCUPANCY OF THE
PREMISES AND THE TERM OF THIS LEASE; AND (C) NEITHER LANDLORD NOR ANY OF
LANDLORD'S AGENTS HAS