SHALL NOT BE OBLIGATED TO PROVIDE OR PAY
FOR ANY IMPROVEMENT WORK OR SERVICES RELATED TO THE IMPROVEMENT OF THE EXPANSION
PREMISES, AND TENANT SHALL ACCEPT THE EXPANSION PREMISES IN ITS PRESENTLY
EXISTING, "AS-IS" CONDITION.
THE IMPROVEMENTS IN THE EXPANSION PREMISES SHALL
BE CONSTRUCTED PURSUANT TO THE TERMS OF THE FIRST AMENDMENT WORK LETTER ATTACHED
HERETO AS EXHIBIT B (THE "FIRST AMENDMENT WORK LETTER").
THE TERMS AND
CONDITIONS OF THE FIRST AMENDMENT WORK LETTER SHALL NOT BE APPLICABLE TO THE
CONSTRUCTION OF THE EXISTING PREMISES.
8.
PARKING.
EFFECTIVE AS OF THE 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 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
8
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.