EXPANSION COMMENCEMENT DATE AND
CONTINUING THROUGHOUT THE EXPANSION TERM, TENANT SHALL BE ENTITLED TO UTILIZE,
WITHOUT CHARGE, UP TO ONE HUNDRED NINETY-FOUR (194) UNRESERVED PARKING PASSES IN
CONNECTION WITH TENANT'S LEASE OF THE
8
EXPANSION PREMISES (THE "EXPANSION PARKING PASSES") (I.E., FOUR (4) UNRESERVED
PARKING SPACES FOR EVERY 1,000 RENTABLE SQUARE FEET OF THE EXPANSION PREMISES).
EXCEPT AS SET FORTH IN THIS SECTION 8, TENANT'S USE OF THE EXPANSION PARKING
PASSES SHALL BE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 28 OF THE LEASE.
9.
SECURITY DEPOSIT.
LANDLORD AND TENANT ACKNOWLEDGE THAT, IN
ACCORDANCE WITH SECTION 21.1 OF THE LEASE, TENANT HAS PREVIOUSLY DELIVERED THE
SUM OF THREE HUNDRED FIFTY-FIVE THOUSAND SEVEN HUNDRED TWENTY-SEVEN AND 60/100
DOLLARS ($355,727.60) (THE "EXISTING SECURITY DEPOSIT") TO LANDLORD AS SECURITY
FOR THE FAITHFUL PERFORMANCE BY TENANT OF THE TERMS, COVENANTS AND CONDITIONS OF
THE LEASE WITH RESPECT TO THE EXISTING PREMISES.
LANDLORD SHALL CONTINUE TO
RETAIN THE EXISTING SECURITY DEPOSIT AS SECURITY FOR THE FAITHFUL PERFORMANCE BY
TENANT OF THE TERMS, COVENANTS AND CONDITIONS OF THE LEASE, AS HEREBY AMENDED,
WITH RESPECT TO THE EXPANSION PREMISES.
NOTWITHSTANDING THE FOREGOING, TO THE
EXTENT THAT TENANT TIMELY ELECTS TO EXERCISE ITS TERMINATION RIGHT WITH RESPECT
TO THE EXPANSION PREMISES AS SET FORTH IN SECTION 3.3, ABOVE, THEN SUBJECT TO
THE TERMS AND CONDITIONS OF SECTION 21.1 OF THE LEASE, THE AMOUNT OF THE
SECURITY DEPOSIT SHALL BE REDUCED TO TWO HUNDRED EIGHT-SEVEN THOUSAND FIVE
HUNDRED THIRTY-FIVE AND NO/100 DOLLARS ($287,535.00) AND LANDLORD SHALL, WITHIN
FORTY-FIVE DAYS FOLLOWING THE TERMINATION DATE, RETURN AN AMOUNT EQUAL TO
SIXTY-EIGHT THOUSAND ONE HUNDRED NINETY-TWO AND 60/100 DOLLARS ($68,192.60) TO
TENANT.
10.
BROKER.
LANDLORD AND TENANT HEREBY WARRANT TO EACH OTHER THAT
THEY HAVE HAD NO DEALINGS WITH ANY REAL ESTATE BROKER OR AGENT IN CONNECTION
WITH THE NEGOTIATION OF THIS FIRST AMENDMENT OTHER THAN COLLIERS INTERNATIONAL
(THE "BROKER"), AND THAT THEY KNOW OF NO OTHER REAL ESTATE BROKER OR AGENT WHO
IS ENTITLED TO A COMMISSION IN CONNECTION WITH THIS FIRST AMENDMENT.
EACH PARTY
AGREES TO INDEMNIFY AND DEFEND THE OTHER PARTY AGAINST AND HOLD THE OTHER PARTY
HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, LAWSUITS,
JUDGMENTS, AND COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES) WITH RESPECT TO ANY LEASING COMMISSION OR EQUIVALENT
COMPENSATION ALLEGED TO BE OWING ON ACCOUNT OF THE INDEMNIFYING PARTY'S DEALINGS
WITH ANY REAL ESTATE BROKER OR AGENT, OTHER THAN THE BROKER, OCCURRING BY,
THROUGH, OR UNDER THE INDEMNIFYING PARTY.
THE TERMS OF THIS SECTION 10 SHALL
SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS FIRST AMENDMENT.
11.
LANDLORD'S ABILITY TO COMMENCE CONSTRUCTION OF IMPROVEMENTS.
LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THE EXPANSION PREMISES IS CURRENTLY
OCCUPIED BY A THIRD-PARTY (THE "EXISTING TENANT") PURSUANT TO AN EXISTING LEASE
BETWEEN LANDLORD AND THE EXISTING TENANT (THE "EXISTING LEASE").
CONSEQUENTLY,
LANDLORD SHALL ONLY HAVE THE ABILITY TO COMMENCE THE CONSTRUCTION OF THE
IMPROVEMENTS AS SET FORTH IN THE FIRST AMENDMENT WORK LETTER FOLLOWING THE
EARLIER TO OCCUR OF (I) THE EXPIRATION OF THE