FOURTH AMENDMENT TO STANDARD FORM LEASE
FOURTH
AMENDMENT TO STANDARD FORM LEASE
This
Fourth Amendment to Standard Form Lease (this "Fourth Amendment") is made and
entered into by and between KBS SOUTHPARK
COMMERCE CENTER II, LLC, a Delaware limited liability company
(hereinafter "Landlord"), the
successor-in-interest to Southpark ▇▇▇▇, L.L.C., and ZARLINK SEMICONDUCTOR
(U.S.) INC., a Delaware corporation (hereinafter "Tenant"), effective as of the
date on which Landlord executes this Fourth Amendment, (the "Effective
Date").
WIT
N E SSE T H:
WHEREAS,
Landlord's predecessor-in-interest and Tenant's predecessor-in-interest
previously entered into that certain Standard Form Lease dated effective as of
September 14, 2000 (the "Original Lease"), as amended by (i) that certain First
Amendment to Lease dated December 19, 2000 (the "First Amendment"), (ii) that
certain Second Amendment to Lease dated effective February 1, 2001 (the "Second
Amendment"), and (iii) that certain Third Amendment to Lease dated July 15, 2003
(the "Third Amendment", and together with the Original Lease, First Amendment
and Second Amendment, collectively hereinafter, the "Lease"), pursuant to which
Landlord is currently leasing to Tenant certain premises known as Suite 200
containing a total of 70,700 square feet of building space (the "Premises")
located in the Southpark Commerce Center, Phase II, Building 2 (the "Building")
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇; and
WHEREAS,
Landlord and Tenant desire to amend the terms of the Lease to extend the
Term of the Lease and to modify certain terms and provisions of the
Lease.
NOW,
THEREFORE, pursuant to the foregoing, and in consideration of the mutual
covenants and agreements contained in the Lease and herein, the Lease, effective
as of the date of this Fourth Amendment, is hereby modified and amended as set
out below:
1. All
capitalized terms used herein shall have the same meaning as defined in the
Lease, unless otherwise defined in this Fourth Amendment.
2. On and
as of the Effective Date, the Term of the Lease is hereby extended for sixty
(60) additional months commencing on June 1, 2008 (the "Extension Term Commencement Date") and
ending on May 31, 2013 (the "Extension
Term").
3.
Throughout the Extension Term, the Monthly Rent for the Premises shall be as
follows:
(a)
From the
Extension Term Commencement Date (June 1, 2008) through May 31, 2009, the
Monthly Rent shall be $61,862.50 ($10.50 per Premises Square
Footage);
(b)
From June
1, 2009 through May 31, 2010, the Monthly Rent shall be $67,754.17 ($11.50 per
Premises Square Footage);
(c)
From June
1, 2010 through May 31, 2011, the Monthly Rent shall be $73,645.83
($12.50 per Premises Square Footage);
(d)
From June
1, 2011 through May 31, 2012, the Monthly Rent shall be $79,537.50 ($13.50 per
Premises Square Footage); and
(e)
From June
1, 2012 through May 31, 2013, the Monthly Rent shall be $85,429.17
($14.50 per Premises Square Footage).
4. During
the Extension Term, the Premises is hereby leased to Tenant, and Tenant agrees
to accept the Premises, in its "AS-IS", "WHERE-IS" and "WITH ALL FAULTS"
condition, and Tenant acknowledges that Landlord shall have no obligation to
refurbish or otherwise improve the Premises throughout the Extension Term;
provided, however, Landlord shall provide Tenant with an allowance of up to
$353,500.00 ($5.00 per Premises Square Footage) for the purpose of constructing
Tenant Improvements in the Premises, all in accordance with the terms and
conditions contained in Exhibit
A. Tenant further acknowledges and agrees that on and as of the Effective
Date, the leasehold improvements set forth and described in Exhibit C and
Exhibit C-l of the Original Lease and Exhibit B of the First Amendment have been
completed and satisfied and that such provisions are hereby deleted in their
entirety and are of no further force and effect.
5. Paragraph
7 and Paragraph 10 of the Third Amendment are hereby deleted in their entirety
and shall be of no further force or effect.
6. Paragraph
7.4 of the Original Lease is hereby amended to provide that, with respect
to the calculation of Real Property Taxes attributable to all periods from
and after January 1,2008, Real Property Taxes shall expressly include any tax,
assessment or similar charge on the rents or profits from the Premises or
Building (including, without limitation, any franchise or margin tax that
Landlord is required to pay under Chapter 171 of the Texas Tax Code or due
to House ▇▇▇▇ No.3, 79th Legislative, 3rd Called Session, 2006) levied against
Landlord and/or the Project in lieu of ad valorem taxes on the Project or
otherwise as a result of property tax reform in the State
of Texas.
7. Tenant
shall have one five year option to renew in accordance with the terms and
conditions set forth in Exhibit
B.
8. Notwithstanding
anything contained in the Lease to the contrary, aside from the renewal option
referenced in the immediately preceding paragraph, Tenant has no preferential
rights or options under the Lease, as herein amended, including, without
limitation, any purchase, renewal, expansion, first offer, first refusal, or
termination rights or options.
9. As
of the Effective Date, the Address of Landlord, as set forth in
Paragraph 1.1 of the Original Lease, shall be revised to the
following:
KBS
Southpark Commerce Center II, LLC
c/o
CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
With a
copy to:
KBS
Capital Advisors LLC
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
10. Notwithstanding
anything to the contrary contained in the Lease, as of the Effective Date,
Tenant shall mail all rent payments to the following address:
KBS
Southpark Commerce Center II, LLC
▇.▇. ▇▇▇
▇▇▇▇▇
▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
11. Landlord
represents and warrants to Tenant, that Landlord has no agreements, oral or
written, to pay any other real estate broker, other than Transwestern
("Broker"), in connection with the negotiation and execution of this Fourth
Amendment. Tenant represents and warrants to Landlord, that Tenant has no
agreements, oral or written, with any other real estate broker regarding the
payment of any commission in connection with the negotiation and execution of
this Fourth Amendment. Tenant agrees to indemnify Landlord and hold Landlord
harmless from and against any and all costs, expenses or liability for
commissions or other compensations or charges claimed by any broker or agent,
including Staubach ("Claimant"), but excluding Broker, with respect to this
Fourth Amendment. Tenant's indemnification is conditioned upon the following:
(i) the Claimant alleges it represented Tenant in the negotiations and execution
of this Fourth Amendment (ii) Landlord promptly notifies Tenant in writing
of such claim; (iii) Landlord will give Tenant control over the defense,
negotiation or settlement of such claim, subject to Landlord's reasonable
approval of counsel; and (iv) Landlord will cooperate with Tenant in the
defense or settlement of such claim.
12. With the
exception of those terms and conditions specifically modified and amended
herein, the herein referenced Lease shall remain in full force and effect in
accordance with all its terms and conditions. In the event of any conflict
between the terms and provisions of this Fourth Amendment and the terms and
provisions of the Lease, the terms and provisions of this Fourth Amendment shall
supersede and control.
13. This
Fourth Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, and all of such counterparts shall constitute one
agreement. To facilitate execution of this Fourth Amendment, the parties may
execute and exchange facsimile counterparts of the signature pages and facsimile
counterparts shall serve as originals.
IN
WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to
Standard Form Office Lease to be effective as of the day and year as first
above written.
LANDLORD:
KBS
SOUTHPARK COMMERCE CENTER II, LLC, a Delaware limited liability
company
By: KBS
Capital Advisors, LLC, a Delaware limited liability company, its
agent
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice president
Date:
March 14, 2008
TENANT:
ZARLINK
SEMICONDUCTOR (U.S.) INC., a Delaware corporation
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Corporate Comptroller
Date:
March 14, 2008
EXHIBIT
A
WORK
LETTER
THIS WORK
LETTER is attached as Exhibit A
to the Fourth Amendment to Standard Form Lease between KBS Southpark Commerce
Center II, LLC, as Landlord, and Zarlink Semiconductor (U.S.) Inc., as Tenant,
and constitutes the further agreement between Landlord and Tenant as
follows:
(a) Tenant Improvements. Landlord, at
Tenant's sole cost and expense, agrees to furnish or perform those items of
construction and those improvements (the "Tenant Improvements") specified in the
Final Plans to be agreed to by Landlord and Tenant as set forth in Paragraph (b)
below; provided, however, Landlord shall pay for the cost of such Tenant
Improvements up to the extent of Landlord's Construction Allowance as set
forth in Paragraph (e) below.
(b) Space Planner. Landlord has retained a
space planner (the "Space
Planner") to prepare certain plans, drawings and specifications (the
"Temporary Plans") for the
construction of the Tenant Improvements to be installed in the Premises by a
general contractor selected by Landlord pursuant to this Work Letter. Tenant
shall deliver to Space Planner within thirty (30) days after the execution
of this Fourth Amendment all necessary information required by the Space
Planner to complete the Temporary Plans. Tenant shall have fifteen (15) days
after its receipt of the proposed Temporary Plans to review the same and notify
Landlord in writing of any comments or required changes, or to otherwise
give its approval or disapproval of such proposed Temporary Plans.
If Tenant fails to give written comments to or approve the Temporary Plans
within such fifteen (15) day period, then Tenant shall be deemed to have
approved the Temporary Plans as submitted. Landlord shall have fifteen (15) days
following its receipt of Tenant's comments and objections to redraw the
proposed Temporary Plans in compliance with Tenant's request and to resubmit the
same for Tenant's final review and approval or comment within fifteen (15) days
of Tenant's receipt of such revised plans. Such process shall be repeated
twice and if at such time final approval by Tenant of the proposed
Temporary Plans has not been obtained, then Landlord shall complete such
Temporary Plans, at Tenant's sole cost and expense, and it shall be deemed that
Tenant has approved the Temporary Plans. Once Tenant has approved or has been
deemed to have approved the Temporary Plans, then the approved (or deemed
approved) Temporary Plans shall be thereafter known as the "Final Plans". The Final Plans shall
include the complete and final layout, plans and specifications for the
Premises showing all doors, light fixtures, electrical outlets, telephone
outlets, wall coverings, plumbing improvements (if any), data systems wiring,
floor coverings, wall coverings, painting, any other improvements to the
Premises beyond the shell and core improvements provided by Landlord and any
demolition of existing improvements in the Premises. The improvements shown
in the Final Plans shall (i) utilize Landlord's building standard materials and
methods of construction, (ii) be compatible with the shell and core improvements
and the design, construction and equipment of the Premises, and (iii)
comply with all applicable laws, rules, regulations, codes and
ordinances.
(c) Bids. As soon as practicable following
the approval of the Final Plans, Landlord shall (i) obtain a written non-binding
itemized estimate of the costs of all Tenant Improvements shown in the Final
Plans as prepared by a general contractor selected by Landlord, and (ii)
if required by applicable law, codes or ordinances, submit the Final Plans
to the appropriate governmental agency for the issuance of a building permit or
other required governmental approvals prerequisite to commencement of
construction of such Tenant Improvements ("Permits"). Tenant acknowledges that any
cost estimates are prepared by the general contractor and Landlord shall not be
liable to Tenant for any inaccuracy in any such estimate. Within fifteen (15)
days after receipt of the written nonbinding cost estimate prepared by the
general contractor, Tenant shall either (A) give its written approval thereof
and authorization to proceed with construction or (B) immediately request the
Space Planner to modify or revise the Plans in any manner desired by Tenant to
decrease the cost of the Tenant Improvements. If Tenant is silent during
such fifteen (15) day period, then Tenant shall be deemed to have approved such
non-binding cost estimate as set forth in Clause (A) above. If the Final
Plans are revised pursuant to Clause (B) above, then Landlord shall request that
the general contractor provide a revised cost estimate to Tenant based upon the
revisions to the Final Plans. Such modifications and revisions shall be subject
to Landlord's reasonable approval and shall be in accordance with the standards
set forth in Paragraph (b) of this Work Letter. Within fifteen (15)
business days after receipt of the general contractor's original written
cost estimate and the description, if any, of any Tenant Delay, Tenant
shall give its final approval of the Final Plans to Landlord which shall
constitute authorization to commence the construction of the Tenant Improvements
in accordance with the Final Plans, as modified or revised. Tenant shall signify
its final approval by signing a copy of each sheet or page of the Final Plans
and delivering such signed copy to Landlord.
(d) Construction. Landlord shall commence
construction of the Tenant Improvements within ten (10) days following the later
of (i) the approval of the Final Plans, or (ii) Landlord's receipt of
any necessary Permits. Landlord shall diligently pursue completion
of construction of the Tenant Improvements and use its commercially
reasonable efforts to complete construction of the Tenant Improvements as soon
as reasonably practicable. Notwithstanding anything in this Fourth Amendment to
the contrary, Landlord's Construction Allowance shall be used only for the
construction of the Tenant Improvements, and if construction of the Tenant
Improvements is not completed within six (6) months following the Effective Date
of this Fourth Amendment ("Construction Termination Date"), then
Landlord's obligation to provide the Landlord's Construction Allowance shall
terminate and become null and void, and Tenant shall be deemed to have waived
its rights in and to said Landlord's Construction Allowance.
(e) Landlord's Construction Allowance.
Subject to the terms and provisions of this Work Letter, Landlord shall pay the
cost of the Tenant Improvements ("Work") up to the amount
of $353,500.00 ("Landlord's
Construction Allowance"). If the amount of the lowest qualified
bid to perform the Work exceeds the Landlord's Construction Allowance, Tenant
shall bear the cost of such excess and shall pay the estimated cost
of such excess to Landlord prior to commencement of construction
of such Tenant Improvements and a final adjusting payment based upon the
actual costs of the Tenant Improvements shall be made when the Tenant
Improvements are completed. If the cost of the Work is less than such
amount, then upon written request from Tenant, Landlord shall provide Tenant
with a credit towards the next payment(s) of Monthly Rent equal to
fifty percent (50%) of the difference between the actual cost
of the Work and Landlord's Construction Allowance; provided, however, in
the event Tenant fails to make such request within thirty (30) days after the
Substantial Completion, then Tenant's right to such credit shall be waived. All
remaining amounts due to Landlord shall be paid upon the earlier of
Substantial Completion of the Tenant Improvements or presentation of a
written statement of the sums due, which statement may be an estimate of
the cost of any component of the Work. The cost of the permits,
working drawings, hard construction costs, mechanical and electrical planning,
fees, permits, general contract overhead, and a coordination fee payable to
Landlord equal to five percent (5%) of the actual costs of construction and such
costs or permits, fees, planning and contractor overhead shall be payable out of
the Landlord's Construction Allowance and shall be included in the cost of the
Work. The cost of the Work shall not include any other fees payable to
Landlord.
(f) Change Order. If Tenant shall
desire any changes to the Final Plans, Tenant shall so advise Landlord in
writing and Landlord shall determine whether such changes can be made in a
reasonable and feasible manner. Any and all costs of reviewing any
requested changes, and any and all costs of making any changes to the Tenant
Improvements which Tenant may request and which Landlord may agree to shall be
at Tenant's sole cost and expense and shall be paid to Landlord upon demand and
before execution of the change order. In no event shall Landlord be obligated to
perform any Tenant Improvements which would extend the construction period past
the Construction Termination Date, unless such extension was mutually agreed to
in writing by Landlord and Tenant prior to the commencement of said
construction. If Landlord approves Tenant's requested change, addition, or
alteration, the Space Planner, at Tenant's sole cost and expense, shall complete
all working drawings necessary to show the change, addition or alteration being
requested by Tenant.
(g) Substantial Completion. "Substantial
Completion" of construction of the Tenant Improvements shall be defined as the
date upon which the Space Planner or other consultant engaged by Landlord
determines that the Tenant Improvements have been substantially completed in
accordance with the Final Plans except for Punch List items (defined below),
unless the completion of such improvements was delayed due to any Tenant
Delay (defined below), in which case the date of Substantial Completion shall be
the date such improvements would have been completed, but for the Tenant Delays.
The term "Punch List" items shall mean items that constitute minor defects or
adjustments which can be completed after occupancy without causing any material
interference with Tenant's use of the Premises. After the completion of the
Tenant Improvements, Tenant shall, upon demand, execute and deliver to Landlord
a letter of acceptance of improvements performed on the Premises. The term
"Tenant Delay" shall include, without limitation, any delay in the completion of
construction of Tenant Improvements resulting from (i) Tenant's failure to
comply with the provisions of this Work Letter, (ii) any additional time as
reasonably determined by Landlord required for ordering, receiving, fabricating
and/or installing items or materials or other components of the construction of
Tenant Improvements, including, without limitation, mill work, (iii) delay in
work caused by submission by Tenant of a request for any change order (defined
below) following Tenant's approval of the Final Plans, or for the
implementation of any change order, or (iv) any delay by Tenant in timely
submitting comments or approvals to the Temporary Plans or Final Plans. The
failure of Tenant to take possession of or to occupy the Premises shall not
serve to relieve Tenant of obligations arising on the Extension Term
Commencement Date or delay the payment of Rent by Tenant.
EXHIBIT B
ONE
RENEWAL OPTION AT MARKET
(a) Provided
that as of the time of the giving of the Second Extension Notice
and the Commencement Date of the Second Extension Term, (x) Tenant is the
Tenant originally named herein, (y) Tenant actually occupies all of the Premises
initially demised under this Lease and any space added to the Premises, and (z)
no Event of Default exists or would exist but for the passage of time
or the giving of notice, or both; then Tenant shall have the right to
extend the Lease Term for an additional term of five (5) years (such additional
term is hereinafter called the "Second
Extension Term") commencing on the day following the expiration
of the Extension Term (hereinafter referred to as the "Commencement Date of the Second
Extension Term"). Tenant shall give Landlord written notice (hereinafter
called the "Second Extension
Notice") of its election to extend the term of the Lease Term at least
six (6) months, but not more than nine (9) months, prior to the scheduled
expiration date of the Extension Term.
(b) The
Monthly Rent payable by Tenant to Landlord for the first year of the Second
Extension Term ("Initial Monthly
Rent") and for subsequent years during the Second Extension Term ("Subsequent Years Monthly Rent") (such
rent to increase over the term of the Second Extension Term) shall be the then
Fair Market Rent as defined in Paragraphs (c) and (d) below. Within fifteen (15)
days following Tenant's delivery of the Second Extension Notice to Landlord,
Landlord shall deliver to Tenant in writing Landlord's opinion as to the Fair
Market Rent, the Initial Monthly Rent and the Subsequent Years Monthly Rent for
the Premises for the Second Extension Term ("Landlord's Offer") and Tenant shall
have fifteen (15) days following receipt of Landlord's Offer to either
accept or reject such offer ("Fifteen
Day Period"). If Tenant accepts Landlord's Offer, then Tenant shall
notify Landlord in writing of such the parties shall promptly execute an
amendment to Lease evidencing the Fair Market Rent, the Initial Monthly Rent,
and the Subsequent Years Monthly Rent for the Second Extension Term and any
other material terms relating to such Second Extension Term. If Tenant rejects
the Landlord's Offer and Tenant is not able to obtain Landlord's consent on an
alternative determination of Fair Market Rent, the Initial Monthly Rent and the
Subsequent Years Monthly Rent for the Premises for the Second Extension Term
within the Fifteen Day Period, then the parties shall promptly commence the
selection of a Representative as set forth in Paragraph (d) below.
(c) The term
"Fair Market Rent" shall mean the Initial Monthly Rent and the Subsequent Years
Monthly Rent, expressed as an annual rent per Premises Square Feet, which
Landlord would have received from leasing the Premises for the Second Extension
Term to any person or entity unaffiliated with Tenant, assuming that such space
were to be delivered in its "as-is" condition, and taking into account the
prevailing market rate for comparable space in the Building and comparable
buildings in the vicinity of the Building (as evidenced by recent lease
transactions in the past six ( 6) months), taking into account the size of the
Lease, the length of the renewal term, annual market base rent escalations and
the credit of Tenant. The Fair Market Rent, the Initial Monthly Rent and the
Subsequent Years Monthly Rent shall not be reduced by reason of any costs
or expenses saved by Landlord by reason of Landlord not having to find a new
tenant for such premises (including, without limitation, brokerage commissions,
costs of improvements, rent concessions or lost rental income during any vacancy
period). The determination of Fair Market Rent as described below shall not
affect or otherwise reduce or modify the Tenant's obligation to pay or
reimburse Landlord for Operating Expenses and other reimbursable items during
the Second Extension Term.
(d) If,
Landlord and Tenant do not reach an agreement during the Fifteen Day Period on
the Initial Monthly Rent and the Subsequent Years Monthly Rent for the Premises
during the Second Extension Term, then Landlord and Tenant shall each, within
ten (10) days following the Fifteen Day Period, appoint an independent third
party representative who shall (i) be a real estate broker or sales person
licensed in the State of Texas, and (ii) have at least ten (10) years
experience in the leasing of commercial office space (including at least
two (2) years experience in the Austin, Texas metropolitan area), with each such
independent third party representative being herein referred to as a "Representative." In the event either
party fails to appoint a Representative within the ten (10) day period provided
above, then the one appointed Representative shall determine the Initial Monthly
Rent and the Subsequent Years Monthly Rent for the Premises during the Second
Extension Term. The appointed Representatives shall, within thirty (30) days
after their appointment, each advise Landlord and Tenant in writing as to their
determination of the Initial Monthly Rent, and the Subsequent Years Monthly Rent
for the Premises during the Second Extension Term. In the event the lower
of the two (2) determinations of the Initial Monthly Rent and the
Subsequent Years Monthly Rent established by the Representatives is equal to or
less than five percent (5%) lower than the determination of the Initial Monthly
Rent, and the Subsequent Years Monthly Rent established by the other
Representative, the two (2) determinations of the Initial Monthly Rent and the
Subsequent Years Monthly Rent shall be averaged, and the average of such two (2)
determinations shall constitute the Initial Monthly Rent and the Subsequent
Years Monthly Rent for the Premises during the Second Extension Term. In the
event the lower of the two (2) determinations of the Initial Monthly
Rent and the Subsequent Years Monthly Rent established by the Representatives is
more than five percent (5%) lower than the determination of the Initial
Monthly Rent and the Subsequent Years Monthly Rent established by the other
Representative, the appointed Representatives shall, within fifteen (15) days,
mutually select an independent third party real estate appraiser who (i) has at
least ten (10) years of experience in commercial real estate appraisal and
valuation in the Austin, Texas metropolitan area, and (ii) is a member of the
Appraisal Institute and is in good standing in the State of Texas as a
licensed real estate appraiser (with such third party appraiser being
hereinafter referred to as the "Appraiser"). If the
Representatives are unable to agree, in writing and within said fifteen (15) day
period, on an Appraiser, the Appraiser shall be selected by the Austin Chapter
of the Appraisal Institute, or if such organization no longer exists, its
successor organization. Within thirty (30) days after the selection of the
Appraiser, the Appraiser shall make a determination as to the Initial Monthly
Rent and the Subsequent Years Monthly Rent (which determination of the Initial
Monthly Rent and the Subsequent Years Monthly Rent shall neither be lower than
the lowest of the two (2) determinations of the Initial Monthly Rent and the
Subsequent Years Monthly Rent established by the Representatives, nor higher
than the highest of the two (2) determinations of the Initial Monthly Rent
and the Subsequent Years Monthly Rent established by the Representatives), and
such determination of the Initial Monthly Rent and the Subsequent Years Monthly
Rent shall constitute the Initial Monthly Rent and the Subsequent Years Monthly
Rent for the Premises during the Second Extension Term. Landlord and Tenant
shall each pay all costs and expenses associated with the Representative each
selected and one-half (1/2) of any costs and expenses associated with the
Appraiser.
(e) Notwithstanding
anything herein to the contrary, the rent determination procedure in this
Exhibit B must be completed at least three (3) months prior to the commencement
of the Second Extension Term.
(f) Except
for the Initial Monthly Rent, and the Subsequent Years Monthly Rent as
determined above, Tenant's occupancy of the Premises during the Second
Extension Term shall be on the same terms and conditions as are in effect
immediately prior to the expiration of the Extension Term.
(g) If Tenant
does not give the Second Extension Notice within the period set forth in
Paragraph (a) above, Tenant's right to extend the Lease Term shall automatically
terminate. Time is of the essence as to the giving of the Second
Extension Notice.
(h) If the
Lease is extended for the Second Extension Term, then Landlord shall prepare and
Tenant shall execute an amendment to the Lease confirming the extension
of the Lease Term and the Initial Monthly Rent, and the Subsequent Years
Monthly Rent as determined above.
(i) If Tenant
exercises its right to extend the term of the Lease for the Second Extension
Term pursuant to this Exhibit B, the term "Lease Term" as used in the Lease,
shall be construed to include, when practicable, the Second Extension
Term.