SECOND AMENDMENT TO LEASE AGREEMENT
SECOND
AMENDMENT TO
THIS SECOND AMENDMENT TO LEASE (this
“Amendment”) is
dated as of August 12, 2009, by and between XILINX, INC., a Delaware corporation
(“Landlord”),
and SONICWALL, INC., a California Corporation (“Tenant”).
RECITALS
This Amendment is entered into with
reference to the following circumstances:
A. Landlord
and Tenant previously entered into that certain Lease dated June 19, 2009 (the
“Original
Lease”), as amended by that certain Amendment to Lease Agreement dated
June 23, 2009 (the “First Amendment”, and
collectively with the Original Lease, the “Lease”), pertaining
to the premises consisting of approximately 72,000 rentable square feet (the
“Premises”)
located at 0000 Xxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx. Unless otherwise defined
herein, all capitalized terms in this Amendment shall have the same meaning
ascribed to them in the Lease.
B. The
Premises are currently equipped with certain security and hazard monitoring
systems, including fire and smoke alarm systems; glass-breakage burglary
monitoring systems; and several closed-circuit surveillance camera recording
systems aimed at the entrances of the Premises (collectively, the “Security
Systems”). The Security Systems are linked to other buildings
on the Site and are not exclusive to the Premises. The Security
Systems are monitored, operated, maintained and serviced by Landlord (or by
Landlord’s contractors or agents) in accordance with Landlord’s internal
security procedures (the “Security
Procedures”).
C. Landlord
and Tenant desire to amend the Lease as set forth herein.
TERMS
AND CONDITIONS
In consideration of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:
1. Commencement
Date. Subsection (b) of Item 4 of the Basic Lease Provisions
is hereby changed from “September 1, 2009” to “August 16, 2009.” Item
5 of the Basic Lease Provisions is hereby deleted in its entirety and replaced
with “Expiration Date: September 30, 2014.”
2. Security
Systems. In accordance with Landlord’s right to provide
security protection for the Site and Premises at Landlord’s sole option and
cost, as provided for in Section 22.4 of the Lease, Landlord agrees to allow
Tenant to use the Security Systems upon the following terms and
conditions:
(a) Consent. Tenant
hereby consents to Landlord’s monitoring of the Premises using the Security
Systems (including video surveillance and recording) in accordance with
Landlord’s Security Procedures.
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(b) Cost. There
shall be no cost to Tenant for its use of the Security Systems, except that
Tenant shall reimburse Landlord for any costs incurred by Landlord that arise
from an alert triggered by the Security Systems with respect to the
Premises. Such costs shall not include any regular ongoing monitoring
costs, but shall include any additional costs that arise directly from a
response to the alert with respect to the Premises, whether or not the cause of
the alert is determined, and whether or not the alert was triggered in error by
Tenant or Tenant’s agents or invitees.
(c) Changes to Security Systems
and Security Procedures. Landlord reserves the right to alter
or discontinue the Security Systems, and to revise or amend its Security
Procedures, at Landlord’s sole and absolute discretion and without Tenant’s
consent. If there are material changes to the Security Systems and/or
Security Procedures that affect the Premises, Landlord shall notify Tenant
within a reasonable time as to such material changes.
(d) Termination of
Use. Landlord may terminate Tenant’s use of the Security
Systems at any time by delivering reasonable written notice to
Tenant.
(e) Access. Tenant
acknowledges that Landlord or Landlord’s agents, vendors, and contractors
(“Landlord’s
Agents”) may enter the Building and Premises in accordance with Section
7.5 of the Lease to install, repair, alter, maintain, replace or remove the
Security Systems and related systems. Tenant also acknowledges that
any entry by Landlord, Landlord’s Agents, or local law enforcement or emergency
responders necessitated by an alert triggered by the Security Systems shall
constitute an “emergency” for purposes of Section 7.5 of the Lease, and shall
require no notice to Tenant prior to such entry.
(f) Security
Managers. Tenant designates the following individual(s) as
“Tenant’s Security
Manager”: Xxxxxxx Xxxxxxxxxxx. The contact information for Tenant’s
Security Manager is: Address: 0000 Xxxxx Xxxxx, Xxx Xxxx, xxxxxxxxxx 00000,
Phone:(000) 000-0000, Fax:________________, Email:
xxxxxxxxxxxx@xxxxxxxxx.xxx. Landlord designates the following
individual(s) as “Landlord’s Security
Manager”: Xxxxx XxXxxxxx, Director of Security. The contact
information for Landlord’s Security Manager is: Address: 0000 Xxxxx Xxxxx, Xxx
Xxxx, Xxxxxxxxxx 00000, Phone: (000) 000-0000, Fax: (000) 000-0000, Email:
xxxxx.xxxxxxxx@xxxxxx.xxx. Any changes to the identity or contact
information above shall be in accordance with the notice provisions in the
Lease.
(g) Reporting. In
the event that an alert is triggered by the Security Systems with respect to the
Premises, Landlord or Landlord’s Security Manager shall make reasonable efforts
to notify Tenant’s Security Manager by either phone, fax, or email regarding the
alert and any entry necessitated by the alert.
(h) Recorded Footage
Request. Tenant’s Security Manager may make reasonable
requests to view video footage recorded by the Security Systems by delivering
written notice of such request specifying the reason for the request and the
date, time, and location of the footage desired to Landlord’s Security
Manager. If the desired footage is available and has not been
previously deleted in accordance with the Security Procedures, Landlord shall
make the footage available to Tenant’s Security Manager for viewing at a
reasonable date and time.
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(i) No
Warranty. Tenant is accepting the Security Systems and
Security Procedures in their “as is” condition, as such condition may change
from time to time. Tenant is accepting and assuming all risks of any
possible damages to property, injuries to persons, and other problems which
might arise from any use, defect, or failure of the Security Systems or Security
Procedures. Tenant acknowledges and agrees that Landlord is not
making any expressed or implied representations or warranties with respect to
the Security Systems or Security Procedures, including no warranties of
merchantability or fitness for a particular purpose.
(j) Waiver, Release and
Indemnity. In addition to any waivers, releases, and
indemnities contained in the Lease, including but not limited to the waivers,
releases, and indemnities contained in Article X of the Lease, Tenant waives any
and all rights which Tenant might possibly have to assert any claims against
Landlord for any damages, injuries, or other problems which might result from
Tenant’s use of the Security Systems, and Tenant hereby releases Landlord from
any and all such possible claims. The waiver and release given by
Tenant shall also be deemed given by and on behalf of any and all employees,
agents, affiliates, and other persons and entities associated with
Tenant. Tenant also hereby agrees to indemnify, defend and hold
harmless Landlord from and against any possible claims that may be made by any
person or entity that arise from Tenant’s use of the Security
Systems. The benefits of the waiver, release and indemnity given by
Tenant shall apply to Landlord and its officers, directors, agents, affiliates
and successors.
3. Full Force and
Effect. Except to the extent expressly modified by this
Amendment, the Lease remains in full force and effect. To the extent
any inconsistency exists between this Amendment and the Lease, the terms and
conditions of this Amendment shall control. This Amendment may be
executed in multiple counterparts, all of which, taken together, shall
constitute one document. This Amendment shall be deemed effective
against a party upon receipt by the other party (or its counsel) of a
counterpart executed by facsimile.
IN WITNESS WHEREOF, Landlord and Tenant
have executed this Amendment as of the date first above written.
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LANDLORD:
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TENANT:
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XILINX,
INC.,
a Delaware
corporation
By:
/s/ Xxx X. Xxxxx
Name:
Xxx X. Xxxxx
Its:
Sr. VP, CFO
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SONICWALL,
INC.,
a
California corporation
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Its:
CFO
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