WRITTEN NOTICE TO TENANT OF ITS REASONABLE, GOOD FAITH
DETERMINATION OF THE PREVAILING MARKET RATE FOR PARKING SPACES.
IF TENANT
DISAGREES WITH SUCH DETERMINATION OF THE PREVAILING MARKET RATE FOR PARKING
SPACES, TENANT SHALL, WITHIN TWENTY (20) DAYS AFTER RECEIPT OF SUCH NOTICE FROM
LANDLORD, PROVIDE WRITTEN NOTICE TO LANDLORD OF TENANT'S REASONABLE, GOOD FAITH
DETERMINATION OF THE PREVAILING MARKET RATE FOR PARKING SPACES.
IF THE PARTIES
CANNOT AGREE UPON THE PREVAILING MARKET RATE FOR PARKING SPACES WITHIN FIVE (5)
DAYS AFTER TENANT'S WRITTEN NOTICE TO LANDLORD, THEN SUCH MATTER SHALL BE
RESOLVED THROUGH ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT "F" OF
THE LEASE.
TENANT SHALL PAY SUCH MONTHLY CHARGES TO LANDLORD OR, IF DIRECTED BY
LANDLORD, TO THE OPERATOR OF THE APPLICABLE PARKING FACILITY ON OR BEFORE THE
FIRST DAY OF EACH CALENDAR MONTH THROUGHOUT THE EXTENSION TERM, AND TENANT SHALL
ABIDE AND COMPLY WITH ANY AND ALL REASONABLE REGULATIONS PROMULGATED BY LANDLORD
OR THE OWNER OF THE APPLICABLE PARKING FACILITY WITH RESPECT TO SUCH PARKING
SPACES."
(G)
EXTENSION OPTIONS.
SPECIAL STIPULATION 6 OF
EXHIBIT E TO THE LEASE SHALL BE MODIFIED BY DELETING THE FIRST SENTENCE OF
SUBSECTION (B) AND INSERTING THE FOLLOWING IN LIEU THEREOF:
"Tenant must exercise the First Extension Option by written notice to Landlord
given at least twelve (12) months but not more than fifteen (15) months before
the New Expiration Date"
FURTHER, IN ORDER TO AVOID ANY AMBIGUITY, LANDLORD AND TENANT HEREBY ACKNOWLEDGE
AND AGREE THAT (I) THE EXTENSION OPTIONS REMAIN IN FULL FORCE AND EFFECT, AND
(II) EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE TERMS OF THIS FOURTH AMENDMENT
SHALL NOT REPLACE, AMEND, LIMIT, REDUCE OR OTHERWISE AFFECT THE RIGHTS GRANTED
PURSUANT TO SPECIAL STIPULATION 6 OF EXHIBIT E TO THE LEASE.
11.
ESTOPPEL.
TENANT HEREBY CERTIFIES AND
ACKNOWLEDGES, THAT AS OF THE DATE HEREOF (A) LANDLORD IS NOT IN DEFAULT IN ANY
RESPECT UNDER THE LEASE, (B) TENANT DOES NOT HAVE ANY DEFENSES TO ITS
OBLIGATIONS UNDER THE LEASE, AND (C) THERE ARE NO OFFSETS AGAINST RENT PAYABLE
UNDER THE LEASE EXCEPT FOR ANY RECONCILIATIONS OF OPERATING EXPENSES PAID BY
TENANT FOR CALENDAR YEAR 2004 OR EARLIER.
TENANT ACKNOWLEDGES AND AGREES THAT:
(I) THE REPRESENTATIONS HEREIN SET FORTH CONSTITUTE A MATERIAL CONSIDERATION TO
LANDLORD IN ENTERING INTO THIS FOURTH AMENDMENT; (II) SUCH
12
REPRESENTATIONS ARE BEING MADE BY TENANT FOR PURPOSES OF INDUCING LANDLORD TO
ENTER INTO THIS FOURTH AMENDMENT; AND (III) LANDLORD IS RELYING ON SUCH
REPRESENTATIONS IN ENTERING INTO THIS FOURTH AMENDMENT.
12.
BROKERS.
EXCEPT WITH RESPECT TO CB RICHARD
ELLIS, INC. AND THE STAUBACH COMPANY, THE BROKERS INVOLVED IN THIS FOURTH
AMENDMENT ("BROKERS"), TENANT HEREBY REPRESENTS AND WARRANTS TO LANDLORD THAT
TENANT HAS NOT ENTERED INTO ANY AGREEMENT OR TAKEN ANY OTHER ACTION WHICH MIGHT
RESULT IN ANY OBLIGATION ON THE PART OF LANDLORD TO PAY ANY BROKERAGE
COMMISSION, FINDER'S FEE OR OTHER COMPENSATION WITH RESPECT TO THIS FOURTH
AMENDMENT, AND TENANT AGREES TO INDEMNIFY AND HOLD LANDLORD HARMLESS FROM AND
AGAINST ANY LOSSES, DAMAGES,