**Exhibit 10.62**

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1.       BASICTERMS. This Section 1 contains the Basic Terms of this Lease betweenLandlord and Tenant, named below. Other Sections of the Lease referred to inthis Section 1 explain and define the Basic Terms and are to be read inconjunction with the Basic Tern)s.

 

1.1.                EffectiveDate of Lease: 12/20, 2006 

 

1.2.                Landlord:Carlyle(FR Houston Investors, L.P., a Delaware limited partnership

 

1.3.                Tenant:MCFSA, LTD., a Texas limited partnership 

 

1.4.                Premises:Approximately 5,228 rentable square feet in the building commonly known as10624 Rockley Road, Houston, Texas 77099 (the “Building”). The Premises aredepicted on Exhibit A-1. 

 

1.5.                Property:See Exhibit A.

 

1.6.                LeaseTerm: Four (4) years Three (3) months Five (5) days (“Term”),commencing December 27, 2006 (“Commencement Date”) and ending March 31,2011, subject to Section 2.3 below (“Expiration Date”). 

 

1.7.                PermittedUses: (See Section 4.1) Security systems installation and general officeuse. 

 

1.8.                Tenant’sGuarantor: None. 

 

1.9.                Brokers:

 

(A) Tenant’sBroker:                             Trammel!Crow Co. (Patrick Rollin~); and 

(B) Landlord’sBroker:                     FRBrokerage Services, Inc. 

 

1.10.          Security/Damage Deposit: (See Section 4.4)$13,592.80 Provided Tenant has not been in default of any terms or conditionsof this Lease, twenty- four (24) months from the Lease Commencement Date,Landlord agrees to credit $6,796.40 of Tenant’s Security Deposit as Rent toTenant’s account with Landlord.

 

1.11.          Initial Estimated Additional Rent Payable byTenant: $901.83 per month

 

1.12.          Tenant’s Proportionate Share: 17.95 % of theBuilding. 

 

1.13.          Exhibits to Lease: The following exhibits areattached to and made a part of this Lease: A (Legal Description); A-1(Depiction of Premises to Tenant Specs); B (Tenant Operations Inquiry Form); C(Landlord’s Work); D (Confirmation of Commencement Date); E (Broom CleanCondition and Repair Requirements); F (Termination Option); and G (TenantContact Information). 

 

2.                         LEASEOF PREMISES; RENT.

 

2.1.  Lease of Premises for Lease Term. Landlordhereby leases the Premises to Tenant, and Tenant hereby rents the Premises fromLandlord, for the Term and subject to the conditions of this Lease.

 

2.2.  Types of Rental Payments. Tenant shall paynet base rent to Landlord in monthly installments, in advance, on the first dayof each and every calendar month during the Term of this Lease (the “Base Rent”)in the amounts and for the periods as set forth below:

 

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Rental Payments

 
| ** **                                  | ** ** | **Monthly Net Base** | ** ** | **Estimated**            | ** ** | **Total Estimated** | ** ** |
|---------------------------------------------|------------|--------------------------------|------------|--------------------------|------------|--------------------------|------------|
| **Lease Period**                       | ** ** | **Rent**                       | ** ** | **Additional Rent** | ** ** | **Monthly Rent**    | ** ** |
| December 27, 2006- March 31, 2007 |       | $                              | 0.00  |                     | $          | 0.00                     |       | $ | 0.00 |   |
|                                        |       |                           |       |                     |       |                     |       |
| April 1,  2007-March 31, 2008     |       | $                              | 2,496.37   |                     | $          | 901.83                   |       | $ | 3,398.20 |   |
|                                        |       |                           |       |                     |       |                     |       |
| April 1,  2008 - March 31, 2009   |       | $                              | 2,574.79   |                     | $          | 901.83                   |       | $ | 3,476.62 |   |
|                                        |       |                           |       |                     |       |                     |       |
| April 1,  2009-March 31, 2010     |       | $                              | 2,653.21   |                     | $          | 901.83                   |       | $ | 3,555.04 |   |
|                                        |       |                           |       |                     |       |                     |       |
| April 1,  2010-March 31, 2011     |       | $                              | 2,731.63   |                     | $          | 901.83                   |       | $ | 3,633.46 |   |
|                                             |            |                                |            |                          |            |                          |            |  |  |  |  |  |  |

 

Tenant shall also pay (a) Tenant’sProportionate Share (as set forth in Section 1.12) of Operating Expenses(as hereinafter defined), and (b) any other amounts owed by Tenanthereunder (collectively, “Additional Rent”). In the event any monthlyinstallment of Base Rent or Additional Rent, or both, is not paid within 5 daysof the date when due, a late charge in an amount equal to 5% of the thendelinquent installment of Base Rent and/or Additional Carlyle/FR Houston Investors,LOCKBOX 730259 (or such other entity designated as Landlord’s management agent,if any, and if Landlord so appoints such a management agent, the “Agent”), orpursuant to such other directions as Landlord shall designate in this Lease orotherwise in writing.

 

2.3.   Covenants Concerning Rental Payments. Tenantshall pay the Rent promptly when due, without notice or demand, and without anyabatement, deduction or setoff. No payment by Tenant, or receipt or acceptanceby Agent or Landlord, of a lesser amount than the correct Rent shall be deemedto be other than a payment on account, nor shall any endorsement or statementon any check or letter accompanying any payment be deemed an accord orsatisfaction, and Agent or Landlord may accept such payment without prejudiceto its right to recover the balance due or to pursue any other remedy availableto Landlord. If the Commencement Date occurs on a day other than the first dayof a calendar month, the Rent due for the first calendar month of the Termshall be prorated on a per diem basis (based on a 360 day, 12 month year) andpaid to Landlord on the Commencement Date, and the Term will be extended toterminate on the last day of the calendar month in which the Expiration Datestated in Section 1.6 occurs.

 

3.    OPERATING EXPENSES.

 

3.1.   Definitional Terms Relating to AdditionalRent. For purposes of this Section and other relevant provisions of theLease:

 

3.1.1. OperatingExpenses. The term “Operating Expenses” shall mean all costs and expenses paidor incurred by Landlord with respect to, or in connection with, the ownership,repair, restoration, maintenance and operation of the Property. OperatingExpenses may include, but are not limited to, any or all of the following: (i) servicesprovided directly by employees of Landlord or Agent in connection with theoperation, maintenance or rendition of other services to or for the Property (including,but not limited to, the Common Areas); (ii) to the extent not separatelymetered, billed, or furnished, all charges for utilities and services furnishedto either or both of the Property and the Premises, including, withoutlimitation, the Common Areas (as hereinafter defined), together with any taxeson such utilities; (iii) all market-based premiums for commercialproperty, casualty, general liability, boiler, flood, earthquake, terrorism andall other types of insurance provided by Landlord and relating to the Property,all reasonable administrative costs incurred in connection with the procurementand implementation of such insurance policies, and all deductibles paid byLandlord pursuant to insurance policies required to be maintained by Landlordunder this Lease; (iv) management fees to Landlord or Agent or otherpersons or management entities actually involved in the management andoperation of the Property, which management fee shall not exceed 4% per annumof all Rent, collected from all tenants in 

 

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the Property; (y) any capital improvements made by, or on behalfof, Landlord to the Property that are either or both (a) designed toreduce Operating Expenses and  (b) requiredto keep the Property in compliance with all governmental laws, rules andregulations applicable thereto, from time to time, the cost of which capitalimprovements shall be reasonably amortized by Landlord over the useful life ofthe improvement, in accordance with generally accepted accounting principles; (vi) allprofessional fees incurred in connection with the operation, management andmaintenance of the Property; (vii) Taxes, as hereinafter defined in Section 3.1.2;and (viii) dues, fees or other costs and expenses, of any nature, due andpayable to any association or comparable entity to which Landlord, as owner ofthe Property, is a member or otherwise belongs and that governs or controls anyaspect of the ownership and operation of the Property; (ix) any realestate taxes and common area maintenance expenses levied against, orattributable to, the Property under any declaration of covenants, conditionsand restrictions, reciprocal easement agreement or comparable arrangement thatencumbers and benefits the Property and other real property (e.g., a businesspark); and (x) all costs and expenses incurred to maintain, repair andreplace all or any of the Common Areas.

 

For the purpose of thisLease, Operating Expenses as defined above, excluding real estate taxes,insurance and utilities, shall be referred to as “Controllable OperatingExpenses”. Landlord agrees that for the first Operating Year of the Lease,Tenant’s share of Controllable Operating Expenses shall not exceed Tenant’s shareof the estimated amount impounded during the year for such expenses by morethan ten percent (10)%and that for each Operating Year thereafter~ Tenant’sshare of Controllable Operating Expenses shall not increase by more than tenpercent (10)% over the Controllable Operating Expenses payable by Tenant forthe preceding Operating Year. Tenant acknowledges that Landlord has limitedcontrol over increases in real estate taxes, insurance premiums and utilities,and that increases in such expenses shall not be subject to the limitationimposed on Controllable Operating Expenses.

 

3.1.2. Taxes. The term “Taxes,”as referred to in Section 3.1.1(vii) above shall mean (i) allgovernmental taxes, assessments, fees and charges of every kind or nature(other than Landlord’s income taxes), whether general, special, ordinary orextraordinary, due at any time or from time to time, during the Term and anyextensions thereof, in connection with the ownership, leasing, or operation ofthe Property, or of the personal property and equipment located therein or usedin connection therewith; and (ii) any reasonable expenses incurred byLandlord in contesting such taxes or assessments and/or the assessed value ofthe Property.  For purposes hereof,Tenant shall be responsible for any Taxes that are due and payable at any timeor from time to time during the Term and for any Taxes that are assessed,become a lien, or accrue during any Operating Year, which obligation shallsurvive the termination or expiration of this Lease.

 

Proportionate Share ofOperating Expenses payable hereunder for the Operating Years in which the Termbegins and ends shall be prorated to correspond to that portion of saidOperating Years occurring within the Term. Tenant’s Proportionate Share ofOperating Expenses and any other sums due and payable under this Lease shall beadjusted upon receipt of the actual bills therefore, and the obligations ofthis Section 3 shall survive the termination or expiration of the Lease.

 

3.3.    Payment of Additional Rent. Landlord shallhave the right to reasonably estimate the Operating Expenses for each OperatingYear.  Upon Landlord’s or Agent’s noticeto Tenant of such estimated amount, Tenant shall pay, on the first day of eachmonth during that Operating Year, an amount (the “Estimated Additional Rent”)equal to the estimate of the Tenant’s Proportionate Share of Operating Expensesdivided by 12 (or the fractional portion of the Operating Year remaining at thetime Landlord delivers its notice of the estimated amounts due from Tenant forthat Operating Year). If the aggregate amount of Estimated Additional Rentactually paid by Tenant during any Operating Year is less than Tenant’s actualultimate liability for Operating Expenses for that particular Operating Year,Tenant shall pay the deficiency within 30 days of Landlord’s Written demand therefore.If the aggregate amount of Estimated Additional Rent actually paid by Tenantduring a given Operating Year exceeds Tenant’s actual liability for suchOperating Year, the excess shall be credited against the Estimated AdditionalRent next due from Tenant during the immediately subsequent Operating Year,except that in the event 

 

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that such excess is paid by Tenant during the final Lease Year, thenupon the expiration of the Term, Landlord or Agent shall pay Tenant thethen-applicable excess promptly after determination thereof.

 

4.    USE OF PREMISES AND COMMON AREAS; SECURITYDEPOSIT.

 

4.1.   Use of Premises and Property.       The Premises shall be used by the Tenantfor the purpose(s) set forth in Section 1.7 above and for no otherpurpose whatsoever. Tenant shall not, at any time, use or occupy, or suffer orpermit anyone to use or occupy, the Premises, or do or permit anything to bedone in the Premises or the Property, in any manner that may (a) violateany Certificate of Occupancy for the Premises or the Property; (b) cause,or be liable to cause, injury to, or in any way impair the value or properutilization of, all or any portion of the Property (including, but not limitedto, the structural elements of the Property) or any equipment, facilities orsystems therein; (c) constitute a violation of the laws and requirementsof any public authority or the requirements of insurance bodies or the rules andregulations of the Property, including any covenant, condition or restrictionaffecting the Property; (d) exceed the load bearing capacity of the floorof the Premises; (e) impair or tend to impair the character, reputation orappearance of the Property; or (f) unreasonably annoy, inconvenience or disruptthe operations or tenancies of other tenants or users of the Property. On orprior to the date hereof, Tenant has completed and delivered for the benefit ofLandlord a “Tenant Operations Inquiry Form” in the form attached hereto as Exhibit Bdescribing the nature of Tenant’s proposed business operations at the Premises,which form is intended to, and shall be, relied upon by Landlord. From time totime during the Term (but no more often than once in any twelve month periodunless Tenant is in default hereunder or unless Tenant assigns this Lease orsubleases all or any portion of the Premises, whether or not in accordance withSection 8), Tenant shall provide an updated and current Tenant OperationsInquiry Form upon Landlord’s request.

 

4.2.   Use of Common Areas. As used herein, “CommonAreas” shall mean all areas within the Property that are available for thecommon use of tenants of the Property and that are not leased or held for the exclusiveuse of Tenant or other tenants or licensees, including, but not limited to,parking areas, driveways, sidewalks, loading areas, access roads, corridors,landscaping and planted areas. Tenant shall have the nonexclusive right to usethe Common Areas for the purposes intended, subject to such reasonable rules andregulations as Landlord may uniformly establish from time to time.  Tenant shall not interfere with the rights ofany or all of Landlord, other tenants or licensees, or any other personentitled to use the Common Areas. Without limitation of the foregoing, Tenantshall not park or store any vehicles or trailers on, or conduct truck loadingand unloading activities in, the Common Areas in a manner that unreasonablydisturbs, disrupts or prevents the use of the Common Areas by Landlord, othertenants or licensees or other persons entitled to use the Common Areas. Landlord,from time to time, may change any or all of the size, location, nature and useof any of the Common Areas although such changes may result in inconvenience toTenant, so long as such changes do not materially and adversely affect Tenant’suse of the Premises. In addition to the foregoing, Landlord may, at any time,close or suspend access to any Common Areas to perform any acts in the CommonAreas as, in Landlord’s reasonable judgment, are desirable to improve ormaintain either or both of the Premises and the Property, or are required inorder to satisfy’ Landlord’s obligations under this Lease; provided, however,that Landlord shall use reasonable efforts to limit any disruption of Tenant’suse and operation of the Premises in connection therewith. Notwithstandinganything contained in this Lease to the contrary, if at any time, Landlorddetermines, in its sole discretion, that the parking areas at the Property areor have become overburdened, Landlord may allocate parking on a proportionatebasis or assign parking spaces among all tenants at the Property.

 

4.3.   Signage. Tenant shall not affix any sign ofany size or character to any portion of the Property, without prior writtenapproval of Landlord, which approval shall not be unreasonably withheld ordelayed. Tenant shall remove all signs of Tenant upon the expiration or earliertermination of this Lease and immediately repair any damage to either or bothof the Property and the Premises caused by, or resulting from, such removal.

 

4.4.   Security/Damage Deposit. Simultaneously withthe execution and delivery of this Lease, Tenant shall deposit with Landlord orAgent the sum set forth in Section 1.10 above, in cash (the

 

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to, amounts due under Section 22.2of this Lease as a consequence of termination of this Lease or Tenant’s rightto possession), in addition to any other remedies available to Landlord. In theevent the Security is so applied, Tenant shall, upon demand, immediatelydeposit with Landlord or Agent a sum equal to the amount so used. If Tenantfully and faithfully complies with all the covenants and obligations hereunder,the Security (or any balance thereof) shall be returned to Tenant within 30days after the last to occur of (i) the date the Term expires orterminates or (ii) delivery to Landlord of possession of thePremises.  Landlord may deliver theSecurity to any lender with a mortgage lien encumbering the Property or to anySuccessor Landlord (defined below), and thereupon Landlord and Agent shall bedischarged from any further liability with respect to the Security.

 

5.    CONDITION AND DELIVERY OF PREMISES.

 

5.1.   Condition of Premises. Tenant agrees thatTenant is familiar with the condition of both the Premises and the Property,and Tenant hereby accepts the foregoing on an “AS-IS,” “WHERE-IS” basis, exceptas is otherwise expressly and specifically described on Exhibit C attachedhereto and incorporated herein by this reference, it being understood that, ifLandlord has agreed to perform any tenant improvements in or to the Premises inconsideration of Tenant’s entry into this Lease (collectively, “Landlord’s Work”),all of Landlord’s Work shall be described on Exhibit C.  Tenant acknowledges that neither Landlord norAgent, nor any representative of Landlord, has made any representation as tothe condition of the foregoing or the suitability of the foregoing for Tenant’sintended use. Tenant represents and warrants that Tenant has made its owninspection of the foregoing. Neither Landlord nor Agent shall be obligated tomake any repairs, replacements or improvements (whether structural orotherwise) of any kind or nature to the foregoing in connection with, or inconsideration of, this Lease, except as expressly and specifically set forth inthis Lease, including, but not limited to, Exhibit C.

 

5.2.   Delay in Commencement. Landlord shall not beliable to; Tenant if Landlord does not deliver possession of the Premises toTenant on the Commencement Date. The obligations of Tenant under the Leaseshall not be affected thereby, except that the Commencement Date shall bedelayed until Landlord delivers possession of the Premises to Tenant, and theLease Term shall be extended by a period equal to the number of days of delayin delivery of possession of the Premises to Tenant, plus the number of daysnecessary to end the Lease Term on the last day of a month.

 

5.3.   Confirmation of Commencement Date. UponLandlord’s delivery of possession, and as a condition precedent to suchdelivery, of the Premises to Tenant, and Tenant shall deliver to Landlord a Confirmationof Commencement Date in substantially the form attached hereto as Exhibit D.

 

6.     SUBORDINATION; ESTOPPEL CERTIFICATES;ATTORNMENT.

 

6.1.   Subordination and Attornment. This Lease isand shall be subject and subordinate at all times to (a) all ground leasesor underlying leases that may now exist or hereafter be executed affectingeither or both of the Premises and the Property and (b) any mortgage ordeed of trust that may now exist or hereafter be placed upon, and encumber, anyor all of (x) the Property; (y) any ground leases or underlyingleases for the benefit of the Property; and (z) all or any portion ofLandlord’s interest or estate in any of said items. Tenant shall execute anddeliver, within ten (10) days of Landlord’s request, and in the formreasonably requested by Landlord (or its lender), any documents evidencing thesubordination of this Lease. Tenant hereby covenants and agrees that Tenant shallattorn to any successor to Landlord.

 

6.2.   Estoppel Certificate. Tenant agrees, fromtime to time and within 10 days after request by Landlord, to deliver toLandlord, or Landlord’s designee, an estoppel certificate stating such matterspertaining to this Lease as may be reasonably requested by Landlord. Failure byTenant to timely execute and deliver such certificate shall constitute aDefault, as defined below (without any obligation to provide any notice thereofor any opportunity to cure such failure to timely perform).

 

6.3.   Transfer by Landlord. In the event of a saleor conveyance by Landlord of the Property, the same shall operate to releaseLandlord from any future liability for any of the covenants or conditions,express or implied, herein contained in favor of Tenant, and in such eventTenant agrees to look solely to 

 

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Landlord’s successor in interest (“Successor Landlord”) with respectthereto and agrees to attorn to such successor.

 

7.     QUIET ENJOYMENT. Subject to the provisionsof this Lease, so long as Tenant pays all of the Rent and performs all of itsother obligations hereunder, Tenant shall not be disturbed in its possession ofthe Premises by Landlord, Agent or any other person lawfully claiming throughor under Landlord; provided, however, in addition to Landlord’s rights under Section 16and elsewhere in this Lease, Landlord and Landlord’s agents, employees,contractors and representatives shall be provided reasonable access to thePremises such that Landlord and Landlord’s agents, employees, contractors andrepresentatives may perform the General Maintenance Services (as hereinafterdefined) without undue interruption, delay or hindrance. This covenant shall beconstrued as a covenant running with the Property and is not a personalcovenant of Landlord.  Tenant shall notunreasonably interrupt, delay, prevent or hinder the performance of the GeneralMaintenance Services by or on behalf of Landlord. Notwithstanding theforegoing, however, Tenant acknowledges and agrees that Landlord shall have theunfettered and unilateral right to use portions of the Common Areas (inclusiveof the roof of the Building) for such purposes and uses as Landlord may desire;provided, however, that in all events and under all circumstances.

 

8.     ASSIGNMENT AND SUBLETTING. Tenant shallnot (a) assign (whether directly or indirectly), in whole or in part, thisLease, or (b) allow this Lease to be assigned, in whole or in part, byoperation of law or otherwise, including, without limitation, by transfer of acontrolling interest (i.e. greater than a 25% interest) of stock, membershipinterests or partnership interests, or by merger or dissolution, which transferof a controlling interest, merger or dissolution shall be deemed an assignmentfor purposes of this Lease, or (c) mortgage or pledge the Lease, or (d) subletthe Premises, in whole or in part, without (in the case of any or all of (a) through(d) above) the prior written consent of Landlord, which consent shall notbe unreasonably withheld or delayed. Tenant may, however, assign this Lease orsublease a portion of the Premises to a wholly-owned subsidiary, provided thatTenant advises Landlord, in writing, in advance, and otherwise complies withthe succeeding provisions of this Section 8. In no event shall anyassignment or sublease ever release Tenant or any guarantor from any obligationor liability hereunder; and in the case of any assignment, Landlord shallretain all rights with respect to the Security. Any purported assignment,mortgage, transfer, pledge or sublease made without the prior written consentof Landlord shall be absolutely null and void. No assignment of this Leaseshall be effective and valid unless and until the assignee executes anddelivers to Landlord any and all documentation reasonably required by Landlordin order to evidence assignee’s assumption of all obligations of Tenanthereunder. Regardless of whether or not an assignee or sublessee executes anddelivers any documentation to Landlord pursuant to the preceding sentence, anyassignee or sublessee shall be deemed to have automatically attorned toLandlord in the event of any termination of this Lease. If this Lease isassigned, or if the Premises (or any part thereof) are sublet or used oroccupied by anyone other than Tenant, whether or not in violation of thisLease, Landlord or Agent may (without prejudice to, or waiver of its rights),collect Rent from the assignee, subtenant or occupant. In the event of anassignment of this Lease and the payment of consideration from the assignee tothe Tenant in connection therewith, 50% of such consideration shall be paid toLandlord. With respect to the allocable portion of the Premises sublet, in theevent that the total rent and any other considerations received under anysublease by Tenant is greater than (on a pro rata and proportionate basis) thetotal Rent required to be paid, from time to time, under this Lease, Tenantshall pay to Landlord fifty percent (50%) of such excess as received from anysubtenant and such amount shall be deemed a Component of the Additional Rent.

 

9.     COMPLIANCE WITH LAWS.

 

9.1.    Compliance with Laws. Tenant shall, at itssole expense (regardless of the cost thereof), comply with all local, state andfederal laws, rules, regulations and requirements now or hereafter in force andall judicial and administrative decisions in connection with the enforcementthereof (collectively, “Laws”), pertaining to either or both of the Premisesand Tenant’s use and occupancy thereof, and including, but not limited to, allLaws concerning or addressing matters of an environmental nature. If anylicense or permit is required for the conduct of Tenant’s business in thePremises, Tenant, at its expense, shall procure such license prior to theCommencement Date, and shall maintain such license or permit in good standingthroughout the Term. Tenant shall give prompt notice to Landlord of any writtennotice it 

 

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receives of the alleged violation of any Law or requirement of any governmentalor administrative authority with respect to either or both of the Premises andthe use or occupation thereof.

 

9.2.    Hazardous Materials. If, at any time orfrom time to time during the Term (or any extension thereof), any HazardousMaterial (defined below) is generated, transported, stored, used, treated or disposedof at, to, from, on or in either or both of the Premises and the Property by,or as a result of any act or omission of, any or all of Tenant and any or allof Tenant’s Parties (defined below): (i) Tenant shall, at its own cost, atall times comply (and cause all others to comply) with all Laws relating toHazardous Materials, and Tenant shall further, at its own cost, obtain andmaintain in full force and effect at all times all permits and other approvals requiredin connection therewith; (ii) Tenant shall promptly provide Landlord orAgent with complete copies of all communications, permits or agreements with,from or issued by any governmental authority or agency (federal, state orlocal) or any private entity relating in any way to the presence, release,threat of release, or placement of Hazardous Materials on or in the Premises orany portion of the Property, or the generation, transportation, storage, use,treatment, or disposal at, on, in or from the Premises, of any HazardousMaterials; (iii) Landlord, Agent and their respective agents and employeesshall have the right to either or both (x) enter the Premises and (y) conductappropriate tests, at Tenant’s expense, for the purposes of ascertaining Tenant’scompliance with all applicable Laws or permits relating in any way to thegeneration, transport, storage, use, treatment, disposal or presence ofHazardous Materials on, at, in or from all or any portion of either or both ofthe Premises and the Property; and (iv) upon written request by Landlordor Agent, Tenant shall cause to be performed, and shall provide Landlord withthe results o1 reasonably appropriate tests of air, water or soil todemonstrate that Tenant complies with all applicable Laws or permits relatingin any way to the generation, transport, storage, use, treatment, disposal orpresence of Hazardous Materials on, at, in or from all or any portion of eitheror both of the Premises and the Property. This Section 9.2 does notauthorize the generation, transportation, storage, use, treatment or disposalof any Hazardous Materials at, to, from, on or in the Premises in contraventionof this Section 9. Tenant covenants to investigate, clean up and otherwiseremediate, at Tenant’s sole expense, any release of Hazardous Materials caused,contributed to, or created by any or all of (A) Tenant and (B) any orall of Tenant’s officers, directors, members, managers, partners, invitees,agents, employees, contractors or representatives (“Tenant Parties”) during theTerm.    Such investigation andremediation shall be performed only after Tenant has obtained Landlord’s priorwritten consent; provided, however, that Tenant shall be entitled to respond(in a reasonably appropriate manner) immediately to an emergency without firstobtaining such consent. All remediation shall be performed in strict compliancewith Laws and to the reasonable satisfaction of Landlord. Tenant shall notenter into any settlement agreement, consent decree dangerous, harmful orinjurious, or that presents a risk to public health or to the environment, andthat is or becomes regulated by any Law. The undertakings, covenants andobligations imposed on Tenant under this Section 9.2 shall survive thetermination or expiration of this Lease.

 

10.    INSURANCE.

 

10.1.       Insurance to be Maintained by Landlord.Landlord shall maintain: (a) a commercial property insurance policycovering the Property (at its full replacement cost), but excluding Tenant’spersonal property; (b) commercial general public liability insurancecovering Landlord for claims arising out of liability for bodily injury, death,personal injury, advertising injury and property damage occurring in and aboutthe Property and otherwise resulting from any acts and operations of Landlord,its agents and employees; (c) rent loss insurance; and (d) any otherinsurance coverage deemed appropriate by Landlord or required by Landlord’s lender.  All of the coverages described in (a) through(d) shall be determined from time to time by Landlord, in its sole~discretion. All insurance maintained by Landlord shall be in addition to andnot in lieu of the insurance required to be maintained by the Tenant.

 

10.2.       Insurance to be Maintained by Tenant.Tenant shall purchase, at its own expense, and keep in force at all timesduring this Lease the policies of insurance set forth below (collectively, “Tenant’sPolicies”). All Tenant’s Policies shall (a) be issued by an insurancecompany with a Best’s rating of A or better and otherwise reasonably acceptableto Landlord and shall be licensed to do business in the state in which theProperty is located; (b) provide that said insurance shall not be canceledor materially modified unless 30 days’ prior written notice shall have beengiven to Landlord; (c) provide for deductible amounts 

 

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that are reasonably acceptable to Landlord (and its lender, ifapplicable) and (d) otherwise be in such form, and included suchcoverages, as Landlord may reasonably require. The Tenant’s Policies described in (i) and (ii) below shall (1) providecoverage on an occurrence basis; (2) name Landlord: Carlyle/FR HoustonInvestors, L.P. (and its lender, if applicable) as an additional insured; (3) providecoverage, to the extent insurable, for the indemnity obligations of Tenantunder this Lease; (4) contain a separation of insured parties provision; (5) beprimary, not contributing with, and not in excess of, coverage that Landlordmay carry; and (6) provide coverage with no exclusion for a pollutionincident arising from a hostile fire. All Tenant’s Policies (or, at Landlord’s option, Certificates ofInsurance and applicable endorsements, including, without limitation, an “AdditionalInsured-Managers or Landlords of Premises’ endorsement) shall be delivered toLandlord prior to the Commencement Date and renewals thereof shall be deliveredto Landlord’s notice addresses at least 30 days prior to the applicableexpiration date of each Tenant’s Policy. In the event that Tenant fails, at anytime or from time to time, to comply with the requirements of the precedingsentence, Landlord may (x) order such insurance and charge the cost thereofto Tenant, which amount shall be payable by Tenant to Landlord upon demand, asAdditional Rent or (y) impose on Tenant, as Additional Rent, a monthlydelinquency fee, for each month during which Tenant fails to comply with theforegoing obligation, in an amount equal to five percent (5%) of the Base Rentthen in effect. Tenant shall give prompt notice to Landlord and Agent of anybodily injury, death, personal injury, advertising injury or property damageoccurring in and about the Property.

 

Tenant shall purchase andmaintain, throughout the Term, a Tenant’s Policy(ies) of (i) commercialgeneralor excess liability insurance, including personal injury and propertydamage, in the amount of not less than $1,000,000.00 per occurrence, and $2,000,000.00annual general aggregate, per location; (ii) comprehensive automobileliability insurance covering Tenant, against any personal injuries or deaths ofpersons and property damage based upon or arising out of the ownership, use,occupancy or maintenance of a motor vehicle at the Premises and all areasappurtenant thereto in the amount of not less than $1,000,000, combined singlelimit; (iii) commercial property insurance covering Tenant’s personalproperty (at its full replacement cost); and (iv) workers’ compensationinsurance per the applicable state statutes covering all employees of Tenant;and if Tenant handles, stores or utilizes Hazardous Materials in its businessoperations, (v) pollution legal liability insurance.

 

10.3.       Waiver of Subrogation. Notwithstandinganything to the contrary in this Lease, Landlord and Tenant mutually waivetheir respective rights of recovery against each other and each other’sofficers, directors, constituent partners, members, agents and employees, andTenant further waives such rights against (a) each lessor under any groundor underlying lease encumbering the Property and (b) each lender under anymortgage or deed of trust or other lien encumbering the Property (or anyportion thereof or interest therein), to the extent any loss is insured againstor required to be insured against under this Lease, including, but not limitedto, losses, deductibles or self-insured retentions covered by Landlord’s orTenant’s commercial property, general liability, automobile liability orworkers’ compensation policies described above, This provision is intended towaive, fully and for the benefit of each party to this Lease, any and allrights and claims that might give rise to a right of subrogation by anyinsurance earner. Each party shall cause its respective insurance policy(ies)to be endorsed to evidence compliance with such waiver.

 

11.    ALTERATIONS.          Tenant may, from time to time, at itsexpense, make alterations or improvements in and to the Premises (hereinaftercollectively referred to as “Alterations”), provided that either (x) Tenantfirst obtains the written consent of Landlord or (y) the aggregate coststhat Tenant shall incur in order to perform the then-applicable Alterations,together with those costs that Tenant incurred to perform any Alterations duringthe preceding twelve (12) month period do not exceed $1,000, 000 on an aggregatebasis, and do not exceed the performance and installation of the Alterations. Additionally,before proceeding with any Alterations, Tenant shall (i) at Tenant’sexpense, obtain all necessary governmental permits and certificates for thecommencement and prosecution of Alterations; (ii) if Landlord’s consent isrequired for the planned Alteration, submit to Landlord, for its writtenapproval, working drawings, plans and specifications and all permits for thework to be done and Tenant shall not proceed with such Alterations until it hasreceived Landlord’s approval (if required); and (iii) cause those 

 

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contractors, materialmen and suppliers engaged to perform theAlterations to deliver to Landlord certificates of insurance (in a formreasonably acceptable to Landlord) evidencing policies of commercial generalliability insurance (providing the same coverages as required in Section 10.2above) and workers’ compensation insurance. Such insurance policies shallsatisfy the obligations imposed under Section 10.2. Tenant shall cause theAlterations to be performed in compliance with all applicable permits, Laws andrequirements of public authorities, and with Landlord’s reasonable rules andregulations or any other restrictions that Landlord may impose on theAlterations. Tenant shall cause the Alterations to be diligently performed in agood and workmanlike manner, using new materials and equipment at least equalin quality and class to the standards for the Property established by Landlord.With respect to any and all Alterations for which Landlord’s consent isrequired, Tenant shall provide Landlord with “as built” plans, copies of allconstruction contracts, governmental permits and certificates and proof ofpayment for all labor and materials, including, without limitation, copies ofpaid invoices and final lien waivers. If Landlord’s consent to any Alterationsis required, and Landlord provides that consent, then at the time Landlord soconsents, Landlord shall also advise Tenant whether or not Landlord shallrequire that Tenant remove such Alterations at the expiration or termination ofthis Lease.  If Landlord requires Tenantto remove the Alterations, then, during the remainder of the Term, Tenant shallbe responsible for the maintenance of appropriate commercial property insurancepursuant to Section 10.2) therefor; however, if Landlord shall not requirethat Tenant remove the Alterations, such Alterations shall constitute Landlord’sProperty and Landlord shall be responsible for the insurance thereof pursuantto Section 10.1.

 

12.       LANDLORD’S AND TENANT’S PROPERTY. Allfixtures, machinery, equipment, improvements and appurtenances attached to, orbuilt into, the Premises at the commencement of, or during the Term, whether ornot placed there by or at the expense of Tenant, shall become and remain a partof the Premises; shall be deemed the property of Landlord (the “Landlord’sProperty”), without compensation or credit to Tenant; and shall not be removedby Tenant at the Expiration Date unless Landlord requires their removal(including, but not limited to, Alterations pursuant to Section 11). Further,any personal property in the Premises on the Commencement Date, movable orotherwise, unless installed and paid for by Tenant, shall also constitute Landlord’sProperty and shall not be removed by Tenant. Not withstanding anything hereinto the contrary, the exterior sign (the “sign”) placed on the Premises byTenant shall not become Landlord’s Property and Tenant shall be required toremove sign upon expiration of the Term. In no event~ shall Tenant remove anyof the following materials or equipment without Landlord’s prior writtenconsent (which consent may be given or withheld in Landlord’s sole discretion):any power wiring or power panels, lighting or lighting fixtures, wall or windowcoverings, carpets or other floor coverings, heaters, air conditioners or anyother HVAC equipment, fencing or security gates, or other similar buildingoperating equipment and decorations. At or before the Expiration Date, or thedate of any earlier termination, Tenant, at its expense, shall remove from thePremises all of Tenant’s personal property and any Alterations that Landlordrequires be removed pursuant to Section 11, and Tenant shall repair (to Landlord’sreasonable satisfaction) any damage to the Premises or the Property resultingfrom either or both such installation and removal.  Any other items of Tenant’s personal propertythat remain in the Premises after the Expiration Date, or following an earliertermination date, may, at the option of Landlord, be deemed to have been abandoned,and in such case, such items may be retained by Landlord as its property or bedisposed of by Landlord, in Landlord’s sole and absolute discretion and withoutaccountability, at Tenant’s expense. Notwithstanding the foregoing, if Tenantis in default under the terms of this Lease, Tenant may remove Tenant’spersonal property from the Premises only upon the express written direction ofLandlord.

 

13.       REPAIRS AND MAINTENANCE.

 

13.1.     Tenant Repairs and Maintenance.

 

13.1.1. TenantResponsibilities. Except for events of damage, destruction or casualty to thePremises or Property (which are addressed in Section 18), throughout theTerm, Tenant shall, at its sole cost and expense:  (i) both (x) maintain and preserve,in the same condition as exists on the Commencement Date, subject to normal andcustomary wear and tear (the “Same Condition”), and (y) perform any andall repairs and replacements required in order to so maintain and preserve, inthe Same

 

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Condition, the Premises and the fixtures and appurtenances therein(including, but not limited to, the Premises’ plumbing and HVAC systems, alldoors, overhead or otherwise, glass and levelers located in the Premises orotherwise available in the Property for Tenant’s sole use; and excluding,however, only those specific components of the Premises for which Landlord isexpressly responsible under Section 13.2); and (ii) except to theextent Landlord elects to repair and maintain the HVAC systems as part ofGeneral Maintenance Services, maintain, in full force and effect, apreventative maintenance and service contract with a reputable service providerfor maintenance of the HVAC systems of the Premises (the “HVAC MaintenanceContract”). In addition to Tenant’s obligations under (i) and (ii) above,Tenant shall also be responsible for all costs and expenses incurred to performany and all repairs and replacements (whether structural or non-structural;interior or exterior; and ordinary or extraordinary), in and to the Premisesand the Property and the facilities and systems thereof, if and to the extentthat the need for such repairs or replacements arises directly or indirectlyfrom any act, omission, misuse, or neglect of any or all of Tenant, any of itssubtenants, Tenant’s Parties.

 

13.1.2. GeneralMaintenance Services. Notwithstanding any of the foregoing, however, from timeto time during the Term, Landlord may elect, in its sole discretion and bydelivery of written notice to Tenant, to perform on behalf of Tenant, all orsome portion of the repairs, maintenance, restoration and replacement in and tothe Premises required to be performed by Tenant under this Lease (any suchrepairs, maintenance, restoration and/or replacement activities that Landlordelects to perform on behalf of Tenant are herein collectively referred to as “GeneralMaintenance Services”). Tenant shall reimburse Landlord for the cost or value ofall General Maintenance Services provided by Landlord as Additional Rent,simultaneously with the payment of Operating Expenses as part of EstimatedAdditional Rent (on a monthly estimated basis subject to annual reconciliation,as described in Section 3.3 above). Unless and until Landlordaffirmatively elects to provide General Maintenance Services, nothing containedherein shall be construed to obligate Landlord to perform any General MaintenanceServices or, except as otherwise expressly provided in Section 13.2, torepair, maintain, restore or replace any portion of the Premises. Landlord mayfrom time to time, in its sole discretion, (x) reduce or expand the scopeof the General Maintenance Services that Landlord has elected to provide or (y) revokeits election to provide any or all of the General Maintenance Services, ineither event, upon delivery of not less than thirty (30) days’ prior writtennotice to Tenant.

 

13.1.3. HVAC MaintenanceContract. The terms and provisions of any such HVAC Maintenance Contract shallrequire that the service provider maintain the Premises’ HVAC system inaccordance with the manufacturer’s recommendations and otherwise in accordancewith normal, customary and reasonable practices in the geographic area in whichthe Premises is located and for HVAC systems comparable to the Premises’ HVACsystem. If Landlord does not elect to repair and maintain the HVAC systems as partof General Maintenance Services, or revokes such election at any time afterhaving made such election, then, within 30 days following either (a) theCommencement Date or (b) the date on which Landlord advises Tenant thatLandlord will no longer provide General Maintenance Services for the HVACsystem, whichever date is applicable, Tenant shall procure and deliver toLandlord the HVAC Maintenance Contract. Thereafter, Tenant shall provide toLandlord a copy of renewals or replacements of such HVAC Maintenance Contractno later than 30 days prior to the then applicable expiry date of the existingHVAC Maintenance Contract. If Tenant fails to timely deliver to Landlord the HVACMaintenance Contract (or any applicable renewal or replacement thereof), thenLandlord shall have the right to contract directly for the periodic maintenanceof the HVAC systems in the Premises and to charge the cost thereof back toTenant as Additional Rent.

 

13.2.    Landlord Repairs. Notwithstanding anythingto the contrary stated herein, Landlord shall repair, replace and restore the (a) foundation,exterior and interior load-bearing walls, roof structure and roof covering ofthe Property and (b) the Common Areas; provided, however, that in the cd~of both (a) and (b): (i) all costs and expenses so incurred byLandlord to repair, replace and restore the above items shall constituteOperating Expenses; provided, however, that with respect to any costs incurredin the replacement context, those costs shall not constitute an Operating Expenseexcept to the extent that such costs so qualify under Section 3.1.1(v);and (ii) notwithstanding (1) above, in the event that any suchrepair, replacement or restoration is a Tenant-Related Repair, then Tenantshall be required to reimburse Landlord 

 

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for all costs and expenses that Landlord incurs in order to performsuch Tenant-Related Repair, and such reimbursement shall be paid, in full,within 10 days after Landlord’s delivery of demand therefor.

 

14.    UTILITIES. Tenant shall purchase all utilityservices and shall provide for scavenger, cleaning and extermination services.As provided in Section 3.1.1. above, utility charges may be includedwithin Operating Expenses; nevertheless, at Landlord’s election or withLandlord’s consent, (a) Tenant may pay the utility charges for itsPremises directly to the utility or municipality providing such service, and inthat event all charges shall be paid by Tenant before they become delinquent;and (b) Landlord may directly bill Tenant for its Proportionate Share of utilityexpenses when and as such expenses are incurred.  Tenant shall be solely responsible for therepair and maintenance of any meters necessary in connection with suchservices.  Tenant’s use of electricalenergy in the Premises shall not, at any time, exceed the capacity of either orboth of (x) any of the electrical conductors and equipment in or otherwiseservicing the Premises; and (y) the HVAC systems of either or both of thePremises and the Property.

 

15.    INVOLUNTARY CESSATION OF SERVICES. Landlordreserves the right, without any liability to Tenant and without affectingTenant’s covenants and obligations hereunder, to stop service of any or all ofthe HVAC, electric, sanitary, elevator (if any), and other systems serving thePremises, or to stop any other services required by Landlord under this Lease,whenever and for so long as may be necessary by reason of (i) accidents,emergencies, strikes, or the making of repairs or changes which Landlord orAgent, in good faith, deems necessary or (ii) any other cause beyondLandlord’s reasonable control. Further, it is also understood and agreed thatLandlord or Agent shall have no liability or responsibility for a cessation ofservices to the Premises or to the Property that occurs as a result of causesbeyond Landlord’s or Agent’s reasonable control. No such interruption of serviceshall be deemed an eviction or disturbance of Tenant’s use and possession of.the Premises or any part thereof, or render Landlord or Agent liable to Tenantfor damages, or relieve Tenant from performance of Tenant’s obligations underthis Lease, including, but not limited to, the obligation to pay Rent;provided, however, that if any interruption of services persists for a periodin excess of five (5) consecutive business days Tenant shall, as Tenant’s soleremedy, be entitled to a proportionate abatement of Rent to the extent, if any,of any actual loss of use of the Premises by Tenant.

 

16. LANDLORD’SRIGHTS.  Landlord, Agent and theirrespective agents, employees and representatives shall have the right to enterand/or pass through the premises at any time or times upon reasonable priornotice (except in the event of emergency): (a) to examine and inspect thePremises and to show them to actual and prospective purchasers or mortgagees ofthe Property or providers of capital to Landlord and its affiliates; and inconnection with the foregoing, to install a sign at or on the Property toadvertise the Property for lease or sale; (b) to make such repairs,alterations, additions and improvements in or to all or any portion of eitheror both of the Premises and the Property, or the Property’s facilities andequipment as Landlord is required or desires to make. During the period of nine(9) months prior to the Expiration Date (or at any time, if Tenant has vacatedor abandoned the Premises or is otherwise in default under this Lease),Landlord and its agents may exhibit the Premises to prospective tenants.Additionally, Landlord and Agent shall have the following rights with respect tothe Premises, exercisable without notice to Tenant, without liability toTenant, and without being deemed an eviction or disturbance of Tenant’s use orpossession of the Premises or giving rise to any claim for setoff or abatementof Rent: (i) to have pass keys, access cards, or both, to the Premises;and (ii) to decorate, remodel, repair, alter or otherwise prepare thePremises for reoccupancy at any time after Tenant vacates or abandons thePremises for more than 30 consecutive days or without notice to Landlord ofTenant’s intention to reoccupy the Premises.

 

17.     NON-LIABILITY AND INDEMNIFICATION.

 

17.1.    Non-Liability. Except with respect toLandlord’s indemnity under Section 17.3, none of Landlord, Agent, anyother managing agent, or their respective affiliates, owners, partners,directors, officers, agents and employees shall be liable to Tenant for anyloss, injury, or damage, to Tenant or to any other person, or to its or theirproperty, irrespective of the cause of such injury, damage or loss. Further,none of Landlord, Agent, any other managing agent, or their respectiveaffiliates, owners, partners, 

 

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directors, officers, agents and employees shall be liable to Tenant (a) forany damage caused by other tenants or persons in, upon or about the Property,or caused by operations in construction of any public or quasi-public work,except as otherwise expressly provided in Section 17.3; (b) withrespect to matters for which Landlord is liable, for consequential or indirectdamages purportedly arising out of any loss of use of the Premises or anyequipment or facilities therein by Tenant or any person claiming through orunder Tenant; (c) for any defect in the Premises or the Property; (d) forinjury or damage to person or property caused by fire, or theft, or resultingfrom the operation of heating or air conditioning or lighting apparatus, orfrom falling plaster, or from steam, gas, electricity, water, rain, snow, ice,or dampness, that may leak or flow from any part of the Property, or from thepipes, appliances or plumbing work of the same, except as otherwise expresslyprovided in Section 17.3.

 

17.2.    Tenant Indemnification. Except for theLandlord’s gross negligence, sole negligence or willful misconduct, Tenanthereby indemnifies, defends, and holds Landlord, Agent, Landlord’s members andtheir respective affiliates, owners, partners, members, directors, officers,agents and employees (collectively, “Landlord Indemnified Parties”) harmlessfrom and against any and all Losses (defined below) arising from or inconnection with any or all of: (a) the conduct or management of either orboth the Property and the Premises or any business therein, or any work orAlterations done, or any condition created by any or all of Tenant and Tenant’sParties in or about the Premises during the Term or during the period of time,if any, prior to the Commencement Date that Tenant has possession of, or isgiven access to, the Premises; (b) any act, omission or negligence of anyor all of Tenant and Tenant’s Parties; (c) any accident, injury or damagewhatsoever occurring in, at or upon either or both of the Property and thePremises and caused by any or all of Tenant and Tenant’s Parties; (d) anybreach by Tenant of any or all of its warranties, representations and covenantsunder this Lease; (e) any actions necessary to protect Landlord’s interestunder this Lease in a bankruptcy proceeding or other proceeding under theBankruptcy Code; (I) the creation or existence of any Hazardous Materialsin, at, on or under the Premises or the Property, if and to the extent broughtto the Premises or the Property or caused by Tenant or any party within Tenant’scontrol; and (g) any violation or alleged violation by any or all ofTenant and Tenant’s Parties of any Law (collectively, “Tenant’s IndemnifiedMatters”). In case any action or proceeding is brought against any or all ofLandlord and the Landlord Indemnified Parties by reason of any of Tenant’sIndemnified Matters, Tenant, upon notice from any or all of Landlord, Agent orany Superior Party (defined below), shall resist and defend such action orproceeding by counsel reasonably satisfactory to, or selected by, Landlord. Theterm “Losses” shall mean all claims, demands, expenses, actions, judgments,damages (actual, but not consequential), penalties, fines, liabilities, lossesof every kind and nature, Suits, administrative proceedings, costs and fees,including, without limitation, attorneys’ and consultants’ reasonable fees andexpenses, and the costs of cleanup, remediation, removal and restoration, thatare in any way related to any matter covered by the foregoing indemnity. Theprovisions of this Section 17.2 shall survive the expiration ortermination of this Lease.

 

17.3.    Landlord Indemnification. Landlord herebyindemnifies, defends and holds Tenant harmless from and against any and allLosses actually suffered or incurred by Tenant as the sole and direct result ofany negligent, willful or intentional acts or omissions of any or all ofLandlord, Agent and any parties within the direct and sole control of either orboth of Landlord and Agent. Notwithstanding anything to the contrary set forth inthis Lease, however, in all events and under all circumstances, the liabilityof Landlord to Tenant, whether under this Section 17.3 or any otherprovision of this Lease, shall be limited to the interest of Landlord in theProperty, and Tenant agrees to look solely to Landlord’s interest in theProperty for the recovery of any judgment or award against Landlord, it beingintended that Landlord shall not be personally liable for any judgment ordeficiency. The provisions of this Section 17.3 shall survive theexpiration or termination of this Lease.

 

17.4.    Force Majeure. Neither the obligations ofTenant (except the obligation to pay Rent and the obligation to maintaininsurance, and provide evidence thereof, in accordance with Section 10.2)nor those of Landlord shall be affected, impaired or excused, and neitherLandlord nor Tenant shall have any liability whatsoever to the other, withrespect to any act, event or circumstance arising out of either or both (a) Landlord’sor Tenant’s, as the case may be, failure to fulfill, or delay in fulfilling anyof its obligations under this Lease (except, with respect to

 

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18.    DAMAGE OR DESTRUCTION.

 

18.1.  Notification and Repair~ Rent Abatement.    Tenant shall give prompt notice to Landlordand Agent of (a) any fire or other casualty to the Premises or theProperty, and (b) any damage to, or defect in, any part or appurtenance ofthe Property’s sanitary, electrical, HVAC, elevator or other systems located inor passing through the Premises or any part thereof. In the event that, as aresult of Tenant’s failure to promptly notify Landlord pursuant to the precedingsentence, Landlord’s insurance coverage is compromised or adversely affected,then Tenant is and shall be responsible for the payment to Landlord of anyinsurance proceeds that Landlord’s insurer fails or refuses to pay to Landlordas a result of the delayed notification. Subject to the provisions of Section 18.2 below, if either or bothof the Property and the Premises is damaged by fire or other insured casualty,Landlord shall repair (or cause Agent to repair) the damage and restore andrebuild the Property an/or the Premises (except Tenant’s personal property)with reasonable dispatch after the adjustment of the insurance proceedsattributable to such damage. Landlord (or Agent, as the case may be) shall useits diligent, good faith efforts to make such repair or restoration promptlyand in such manner as not to unreasonably interfere with Tenant’s use andoccupancy of the Premises, but Landlord or Agent shall not be required to dosuch repair or restoration work except during normal business hours of businessdays. Provided that any damage to either or both of the Property and thePremises is not caused by, or is not the result of acts or omissions by, any orall of Tenant and Tenant’s Parties, if (i) the Property is damaged by fireor other casualty thereby causing the Premises to be inaccessible or (ii) thePremises are partially damaged by fire or other casualty, the1 Rent shall be proportionallyabated to the extent of any actual loss of use of the Premises by Tenant.

 

18.2.  Total Destruction. If the Property or thePremises shall be totally destroyed by fire or other casualty, or if theProperty shall be so damaged by fire or other casualty that (iii the reasonableopinion of a reputable contractor or architect designated by Landlord): (1) itsrepair or restoration of the Premises requires more than 180 days or (ii) suchrepair or restoration requires the expenditure of more than (a) 80% of thefull insurable value of the Premises immediately prior to the casualty or (b) 50%of the full insurable value of the Property immediately prior to the casualty,Landlord and Tenant shall each have the option to terminate this Lease (by so advisingthe other, in writing) within 10 days after said contractor or architectdelivers written notice of its opinion to Landlord and Tenant, but in allevents prior to the commencement of any restoration of the Premises or the Propertyby Landlord. Additionally, if the damage (x) is less than the amountstated in (ii) above, but more than 10% of the full insurable value of theProperty; and (y) occurs during the last two years of Lease Term, then Landlord,but not Tenant, shall have the option to terminate this Lease pursuant to thenotice and within the time period established pursuant to the immediatelypreceding sentence. In the event of a termination pursuant to either of thepreceding two (2) sentences, the termination shall be effective as of thedate upon which either Landlord or Tenant, as the case may be, receives timelywritten notice from the other terminating this Lease pursuant to the precedingsentence. If neither Landlord nor Tenant timely delivers a termination notice,this Lease shall remain in full force and effect. Notwithstanding theforegoing, if (A) any holder of a mortgage or deed of trust encumbering theProperty or landlord pursuant to a ground lease encumbering the Property(collectively, “Superior Parties”) or other party entitled to the insuranceproceeds fails to make such proceeds available to Landlord in an amount sufficientfor restoration of the Premises or the Property, or (B) the issuer of anycommercial property insurance policies on the Property fails to make availableto Landlord sufficient proceeds for restoration of the Premises or the Property,then Landlord may, at Landlord’s sole option, terminate this Lease by givingTenant written notice to such effect within 30 days after Landlord receivesnotice from the Superior Party or insurance company, as the case may be, thatsuch proceeds shall not be made available, in which event the termination ofthis Lease shall be effective as of the date Tenant receives written noticefrom Landlord of Landlord’s election to terminate this Lease. Landlord shallhave no liability to Tenant, and Tenant shall not be entitled to terminate thisLease by virtue of any delays in completion of repairs and restoration. Forpurposes of this Section 18.2 only, “full insurable value” shall mean replacementcost, less the cost of footings, foundations and other structures below grade.

 

19.    EMINENTDOMAIN. If the whole, or any substantial (as reasonably determined by Landlord)

 

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portion, of the Propertyis taken or condemned for any public use under any Law or by right of eminentdomain, or by private purchase in lieu thereof, and such taking would preventor materially interfere with the Permitted Use of the Premises, this Leaseshall terminate effective when the physical taking of said Premises occurs, ifless than a substantial portion of the Property is so taken or condemned, or ifthe taking or condemnation is temporary (regardless of the portion of theProperty affected), this Lease shall not terminate, but the Rent payablehereunder shall be proportionally abated to the extent of any actual loss ofuse of the Premises by Tenant. Landlord shall be entitled to any and allpayment, income, rent or award, or any interest therein whatsoever, which maybe paid or made in connection with such a taking or conveyance, and Tenantshall have no claim against Landlord for the value of any unexpired portion ofthis Lease.  Notwithstanding theforegoing, any compensation specifically and independently awarded to Tenantfor loss of business or goodwill, or for its personal property, shall be theproperty of Tenant.

 

20.    SURRENDER AND HOLDOVER. On the last day ofthe Term, or upon any earlier termination of this Lease, or upon any re-entryby Landlord upon the Premises: (a) Tenant shall quit and surrender thePremises to Landlord “broom-clean” (as defined by Exhibit E, attachedhereto and incorporated herein by reference), and in a condition that wouldreasonably be expected with normal and customary use in accordance with prudentoperating practices and in accordance with the covenants and requirementsimposed under this Lease, subject only to ordinary date otherwise agreed to inwriting by Landlord and Tenant. The obligations imposed under the firstsentence of this Section 20 shall survive the termination or expiration ofthis Lease.  If Tenant remains inpossession after the Expiration Date hereof or after any earlier terminationdate of this Lease or of Tenant’s right to possession:  (i) Tenant shall be deemed atenant-at-will; (ii) Tenant shall pay 200% 150% of the aggregate of allRent last prevailing hereunder, and also shall pay all actual damages sustainedby Landlord, directly by reason of Tenant’s remaining in possession after theexpiration or termination of this Lease; (iii) there shall be no renewalor extension of this Lease by operation of law; and (iv) thetenancy-at-will may be terminated by either party hereto upon 30 days’ priorwritten notice given by the terminating party to the non-terminatingparty.  The provisions of this Section 20shall not constitute a waiver by Landlord of any re-entry rights of Landlordprovided hereunder or by law.

 

21.    EVENTS OF DEFAULT.

 

21.1.  Bankruptcy of Tenant. It shall be a defaultby Tenant under this Lease (“Default” or “Event of Default”) if Tenant makes anassignment for the benefit of creditors, or files a voluntary petition under anystate or federal bankruptcy (including the United States Bankruptcy Code) orinsolvency law, or an involuntary petition is filed against Tenant under anystate or federal bankruptcy (including the United States Bankruptcy Code) orinsolvency law that is not dismissed within 90 days after filing, or whenever areceiver of Tenant, or of, or for, the property of Tenant shall be appointed,or Tenant admits it is insolvent or is not able to pay its debts as theymature.

 

21.2.  Default Provisions. In addition to anyDefault arising under Section 21.1 above, each of the following shallconstitute a Default: (a) if Tenant fails to pay Rent or any other paymentwhen due hereunder within five days after written notice from Landlord of suchfailure to pay on the due date; provided, however, that if in any consecutive12 month period, Tenant shall, on two (2) separate occasions, fail to payany installment of Rent on the date such installment of Rent is due, then, onthe third such occasion and on each occasion thereafter on which Tenant shallfail to pay an installment of Rent on the date such installment of Rent is due,Landlord shall be relieved from any obligation to provide notice to Tenant, andTenant shall then no longer have a five day period in which to cure any suchfailure; (b) if Tenant fails, whether by action or inaction, to timelycomply with, or satisfy, any or all of the obligations imposed on Tenant underthis Lease (other than the obligation to pay Rent) for a period of 30 daysafter Landlord’s delivery to Tenant of written notice of such default underthis Section 21.2(b); provided, however, that if the default cannot, byits nature, be cured within such 30 day period, but Tenant commences and diligentlypursues a cure of such default promptly within the initial 30 day cure period,then Landlord shall not exercise its remedies under Section 22 unless suchdefault remains uncured for more than 60 days after the initial delivery ofLandlord’s original default notice; and, at Landlord’s election, (c) ifTenant vacates or abandons the Premises during the Term.

 

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22.     RIGHTS AND REMEDIES.

 

22.1.  Landlord’s Cure Rights Upon Default ofTenant. If a Default occurs, then Landlord may (but shall not be obligated to)cure or remedy the Default for the account of, and at the expense of, Tenant,but without waiving such Default.

 

22.2.  Landlord’s Remedies.       In the event of any Default by Tenantunder this Lease, Landlord, at its option, may, in addition to any and allother rights and remedies provided in this Lease or otherwise at law or inequity do or perform any or all of the following:

 

22.2.1. Terminate Tenant’sright to possession of the Premises by any lawful means, in which case thisLease shall terminate and Tenant shall immediately surrender possession toLandlord. In such event, Landlord shall be entitled to recover from Tenant allof: (i) the unpaid Rent that is accrued and unpaid as of the date on whichthis Lease is terminated; (ii) the worth, at the time of award, of theamount by which (x) the unpaid Rent that would otherwise be due andpayable under this Lease (had this Lease not been terminated) for the period oftime from the date on which this Lease is terminated through the ExpirationDate exceeds (y) the amount of such rental loss that the Tenant provescould have been reasonably avoided; and (iii) any other amount necessaryto compensate Landlord for all the detriment proximately caused by the Tenant’sfailure to perform its obligations under this Lease or which, in the ordinarycourse of events, would be likely to result therefrom, including but notlimited to, the cost of recovering possession of the Premises, expenses ofreletting, including renovation and alteration of the Premises, reasonableattorneys’ fees, and that portion of any leasing commission paid by Landlord inconnection with this Lease applicable to the unexpired Term (as of the date onwhich this Lease is terminated). The worth, at the time of award, of the amountreferred to in provision (ii) of the immediately preceding sentence shallbe computed by discounting such amount at the current yield, as of the date onwhich this Lease is terminated under this Section 22.2.1, on United StatesTreasury Bills having a maturity date closest to the stated Expiration Date ofthis Lease, plus one percent per annum. Efforts by Landlord to mitigate damagescaused by Tenant’s Default shall not waive Landlord’s right to recover damagesunder this Section 22.2. If this Lease is terminated through any unlawfulentry and detainer action, Landlord shall have the right to recover in suchproceeding any unpaid Rent and damages as are recoverable in such action, orLandlord may reserve the right to recover all or any part of such Rent anddamages in a separate suit; or 22.2.2. Continue the Lease and either (a) continueTenants right to possession or (b) 22.2.4. Without limitation of any ofLandlord’s rights in the event of a Default by Tenant, Landlord may alsoexercise its rights and remedies with respect to any Security under Section 4.4above. Any and all personal property of Tenant that may be removed from thePremises by Landlord pursuant to the authority of this Lease or of law may behandled, removed or stored by Landlord at the sole risk, cost and expense of Tenant,and in no event or circumstance shall Landlord be responsible for the value,preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand,any and all expenses incurred in such removal and all storage charges for suchproperty of Tenant so long as the same shall be in Landlord’s possession or underLandlord’s control. Any such property of Tenant not removed from the Premisesas of the Expiration Date or any other earlier date on which this Lease isterminated shall be conclusively presumed to have been conveyed by Tenant toLandlord under this Lease as in a bill of sale, without further payment orcredit by Landlord to Tenant. Neither expiration or termination of this Leasenor the termination of Tenant’s right to possession shall relieve Tenant fromits liability under the indemnity provisions of this Lease.

 

22.3.  Additional Rights of Landlord. All sumsadvanced by Landlord or Agent on account of Tenant under this Section, orpursuant to any other provision of this Lease, and all Base Rent and AdditionalRent, if delinquent or not paid by Tenant and received by Landlord when duehereunder, shall bear interest at the rate of 5% per annum above the “prime” or“reference” or “base” rate (on a per annum basis) of interest publiclyannounced as such, from time to time, by the JPMorgan Chase Bank, or itssuccessor (“Default Interest”), from the due date thereof until paid, and suchinterest shall be and constitute Additional Rent and be due and payable uponLandlord’s or Agent’s submission of an invoice therefor. The various rights,remedies and elections of Landlord reserved, expressed or contained herein arecumulative and no one of them shall be deemed to be exclusive of the others orof 

 

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such other rights,remedies, options or elections as are now or may hereafter be conferred uponLandlord by law.

 

22.4.  Event of Bankruptcy. In addition to, and inno way limiting the other remedies set forth herein, Landlord and Tenant agreethat if Tenant ever becomes the subject of a voluntary or involuntarybankruptcy, reorganization, composition, or other similar type proceeding underthe federal bankruptcy laws, as now enacted or hereinafter amended, then: (a) “adequateassurance of future performance” by Tenant pursuant to Bankruptcy Code Section 365will include (but not be limited to) payment of an additional/new securitydeposit in the amount of three times the then current Base Rent payablehereunder; (b) any person or entity to which this Lease is assigned, pursuantto the provisions of the Bankruptcy Code, shall be deemed, without further actor deed, to have assumed all of the obligations of Tenant arising under thisLease on and after the effective date of such assignment, and any such assigneeshall, upon demand by Landlord, execute and deliver to Landlord an instrumentconfirming such assumption of liability; (c) notwithstanding anything inthis Lease to the contrary, all accounts payable by Tenant to or on behalf ofLandlord under this Lease, whether or not expressly denominated as “Rent”,shall constitute “rent” for the purposes of Section 502(b)(6) of theBankruptcy Code; and (d) if this Lease is assigned to any person or entitypursuant to the provisions of the Bankruptcy Code, any and all monies or otherconsiderations payable or otherwise to be delivered to Landlord or Agent(including Base Rent, Additional Rent and other amounts hereunder), shall beand remain the exclusive property of Landlord and shall not constitute propertyof Tenant or of the bankruptcy estate of Tenant. Any and all monies or otherconsiderations constituting Landlord’s property under the preceding sentencenot paid or delivered to Landlord or Agent shall be held in trust by Tenant orTenant’s bankruptcy estate for the benefit of Landlord and shall be promptlypaid to or turned over to Landlord.

 

23.     BROKER. Tenant covenants, warrants andrepresents that the broker set forth in Section 1.9(A) was the onlybroker to represent Tenant in the negotiation of this Lease (“Tenant’s Broker”).Landlord covenants, warrants and represents that the broker set forth in Section 1.9(B) wasthe only broker to represent Landlord in the negotiation of this Lease (“Landlord’sBroker”). Landlord shall be solely responsible for paying the commission ofboth Tenant’s Broker and Landlord’s Broker. Each party agrees to and herebydoes defend, indemnify and hold the other harmless against and from anybrokerage commissions or finder’s fees or claims therefor by a party claimingto have dealt with the indemnifying party and all costs, expenses andliabilities in connection therewith, including, without limitation, reasonableattorneys’ fees and expenses, for any breach of the foregoing. The foregoingindemnification shall survive the termination or expiration of this Lease.

 

24.     MISCELLANEOUS.

 

24.1.  Merger. All prior understandings and agreementsbetween the parties are merged in this Lease, which alone fully and completelyexpresses the agreement of the parties. No agreement shall be effective to modifythis Lease, in whole or in part, unless such agreement is in writing, and issigned by the party against whom enforcement of said change or modification issought.

 

24.2.  Notices. Any notice required to be given byeither party pursuant to this Lease, shall be in writing and shall be deemed tohave been properly given, rendered or made only if (a) personallydelivered, or (b) if sent by Federal Express or other comparablecommercial overnight delivery service, or (c) sent by certified mail, returnreceipt requested and postage prepaid, addressed (in the case of any or all of(a), (b) and (c) above) to the other party at the addresses set forthbelow each party’s respective signature block (or to such other address as Landlordor Tenant may designate to each other from time to time by written notice), andshall be deemed to have been given, rendered or made (i) on the day sodelivered or (ii) in the case of overnight courier delivery on the first businessday after having been deposited with the courier service and (iii) in thecase of certified mail, on the third obligations of this Lease or of the rightto exercise such election, but the Lease shall continue and remain in full forceand effect with respect to any subsequent breach, act or omission. The receiptand acceptance by Landlord or Agent of Base Rent or Additional Rent withknowledge of breach by Tenant of any obligation of this Lease shall not bedeemed a waiver of such breach.

 

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24.4. Legal Costs. Anyparty in breach or default under this Lease (the “Defaulting Party”) shallreimburse the other party (the “Nondefaulting Party”) upon demand for any legalfees and court (or other administrative proceeding) costs or expenses that theNondefaulting Party incurs in connection with the breach or default, regardlesswhether suit is commenced or judgment entered. Such costs shall include legal feesand costs incurred for the negotiation of a settlement, enforcement of rightsor otherwise.  Furthermore, in the eventof litigation, the court in such action shall award to the party in whose favora judgment is entered a reasonable sum as attorneys’ fees and costs, which sumshall be paid by the losing party. Tenant shall pay Landlord’s attorneys’ reasonablefees incurred in connection with Tenant’s request for Landlord’s consent under provisionsof this Lease governing assignment and subletting, or in connection with anyother act which Tenant proposes to do and which requires Landlord’s consent.

 

24.5. Parties Bound.Except as otherwise expressly provided for in this Lease, this Lease shall bebinding upon, and inure to the benefit of, the successors and assignees of theparties hereto. Tenant hereby releases Landlord named herein from anyobligations of Landlord for any period subsequent to the conveyance and transferof Landlord’s ownership interest in the Property. In the event of such conveyanceand transfer, Landlord’s obligations shall thereafter be binding upon eachtransferee (whether Successor Landlord or otherwise).  No obligation of Landlord shall arise underthis Lease until the instrument is signed by, and delivered to, both Landlord andTenant.

 

24.6. Recordation ofLease. Tenant shall not record or file this~ Lease (or any memorandum hereof)in the public records of any county or state.

 

24.7. Governing Law;Construction. This Lease shall be governed by and construed in accordance withthe laws of the state in which the Property is located. If any provision ofthis Lease shall be invalid or unenforceable, the remainder of this Lease shallnot be affected but shall be enforced to the extent permitted by law. Thecaptions, headings and titles in this Lease are solely for convenience ofreference and shall not affect its interpretation. This Lease shall beconstrued without regard to any presumption or other rule requiringconstruction against the party causing this Lease to be drafted. Each covenant,agreement, obligation, or other provision of this Lease to be performed byTenant, shall be construed as a separate and independent covenant of Tenant,not dependent on any other provision of this Lease. All terms and words used inthis Lease Regardless of the number or gender in which they are used, shall bedeemed to include any other number and any other gender as the context mayrequire. This Lease may be executed in counterpart and, when all counterpartdocuments are executed, the counterparts shall constitute a single bindinginstrument.

 

24.8. Time. Time is ofthe essence for this Lease. If the time for performance hereunder falls on aSaturday, Sunday or a day that is recognized as a holiday in the state in whichthe Property is located, then such time shall be deemed extended to the nextday that is not a Saturday, Sunday or holiday in said state.

 

24.9. Authority ofTenant. Tenant and the person(s) executing this Lease on behalf of Tenant herebyrepresent, warrant, and covenant with and to Landlord as follows: theindividual(s) acting as signatory on behalf of Tenant is(are) dulyauthorized to execute this Lease; Tenant has procured (whether from itsmembers, partners or board of directors, as the case may be), the requisiteauthority to enter into this Lease; this Lease is and shall be fully andcompletely binding upon Tenant; and Tenant shall timely and completely performall of its obligations hereunder.

 

24.10. WAIVER OF TRIAL BYJURY. THE LANDLORD AND THE TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLYDO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANYPARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE PREMISES, OR ANY OTHERMATTER RELATED TO THIS LEASE OR THE PREMISES.

 

24.11. Relocation.Landlord shall have the right to relocate Tenant from the Premises to 

 

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comparable (as to size,configuration and improvements) alternative space in the Property or in anotherbuilding that Landlord (or its affiliate) owns in the same business park orcampus in which the Property is located (in either case, the “ReplacementPremises”) upon 90 days’ prior written notice to Tenant.  In the event of such a relocation, Landlordshall make reasonable, good faith efforts to coordinate with Tenant a mutuallyacceptable plan (as to scope and timing) for such relocation, and Landlordshall be responsible for the third party costs actually incurred to accomplishthe physical relocation of Tenant (movers and telephone company charges). Ifthe Replacement Premises are larger in size than the original Premises, thereshall be no adjustment in Tenant’s Base Rent; however, Tenant’s ProportionateShare shall be appropriately modified, thereby resulting in a potentialincrease in Tenant’s Additional Rent. If, however, the Replacement Premises isa smaller size (as to rentable square feet) than the original Premises,Landlord shall appropriately adjust both Tenant’s Base Rent and itsProportionate Share.

 

24.12.           Financial Information. From time to timeduring the Term, Tenant shall deliver to Landlord that the financialinformation delivered to Landlord is true, accurate and complete, and thatthere has been no adverse change in the financial condition of Tenant since thedate of the then-applicable financial information.

 

24.13.  Confidential Information. Tenant agrees tomaintain in strict confidence the economic terms of this Lease and any or allother materials, data and information delivered to or received by any or all ofTenant and Tenants’ Parties either prior to or during the Term in connectionwith the negotiation and execution hereof. The provisions of this Section 24.13shall survive the termination of this Lease.

 

24.14.  Submission of Lease.  Submission of this Lease to Tenant forsignature does not constitute a reservation of space or an option to lease.This Lease is not effective until execution by and delivery to both Landlordand Tenant.

 

24.15.  Lien Prohibition. Tenant shall not permit anymechanics or materialmen’s liens to attach to the Premises or the Property.Tenant, at its expense, shall procure the satisfaction or discharge of recordof all such liens and encumbrances within 30 days after the filing thereof or,within such thirty (30) day period, Tenant shall provide Landlord, at Tenant’ssole expense, with endorsements (satisfactory, both in form and substance, to Landlordand the holder of any mortgage or deed of trust) to the existing titleinsurance policies of Landlord and the holder of any mortgage or deed of trust,insuring against the existence of, and any attempted enforcement of, such lienor encumbrance. In the event Tenant has not so performed, Landlord may, at itsoption, pay and discharge such liens and Tenant shall be responsible toreimburse Landlord, on demand and as Additional Rent under this Lease, for allcosts and expenses incurred in connection therewith, together with DefaultInterest thereon, which expenses shall include reasonable fees of attorneys ofLandlord’s choosing, and any costs in posting bond to effect discharge or releaseof the lien as an encumbrance against the Premises or the Property.

 

24.16.  Counterparts. This Lease may be executed in multiple counterpart~, but all such counterpartsshall together constitute a single, complete and fully-executed document.

 

[Signature Page Follows]

 

LANDLORD:

 

Carlyle/FR HoustonInvestors, L.P. 

Delaware limitedpartnership

 

By: FR Houston, LP., aDelaware limited partnership 

Its: Sole General Partner

 

By: FR Houston, GP LLC, aDelaware limited company 

Its: Sole General Partner

 

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|   | By: First Industrial  Realty Trust, Inc. a Maryland corporation |
|--------|----------------------------------------------------------------------|
|   | Its: General Partner                                                 |
|   |
|   | By:                                                                  | /Troy MacManc/ |   |
|   |                                                                 |   | Troy MacManc |
|   |                                                                 |   | Regional Director |
|        |                                                                      |  |  |  |

 
| TENANT:                                   |                    |
|-------------------------------------------|-------------------------|
|                                      |                    |
| MCFSA, LTD., a Texas  Limited partnership |
|                                      |
| By:                                       | /Robert Roller/         |   |
|                                      | President               |
|                                      |                    |
|                                      | Date: 12/20/2006        |
|                                      | Tax Id:  74-302036 |
|                                           |                         |  |  |

 
| Landlord’s Addresses  for Notices:    | Tenant’s Addresses for  Notices: |
|--------------------------------------------|---------------------------------------|
|                                       |                                  |
|                                       |                                  |
| Carlyle/FR Houston  Investors, L.P.        | MCFSA, LTD.                           |
| 311 South Wacker Drive,  Suite 4000   | 10624 Rockley Road                    |
| Chicago, Illinois 60606                    | Houston, Texas 77099                  |
| Attn: Executive Vice  President-Operations | Attn: Robert Roller                   |

 

 

With a copy to:

 

First Industrial RealtyTrust, Inc. 

6925 Portwest Drive, Suite 100

Houston, Texas 77024 

Attn: Regional Director

 

With a copy to:

 

Barack FerrazzanoKirschbaum Perlman & Nagelberg LLP 

333 West Wacker Drive 

Suite 2700 

Chicago, illinois 60606 

Attn: SuzanneBessette-Smith

 

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Lease Exhibit A-1.  This page is a floor plan and could notbe included in this document as it is not convertible to HTML format forsubmission to SCC.

 

Copy of plan may berequested from Investor Relations if so required.

 

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LEASE EXHIBIT A

 

ALL THAT CERTAIN 3.9693ACRES OF LAND AND BEING A PORTION OF BLOCK 2 UNRESTRICTED RESERVE B, SOUTHWESTPARK~ SECTION 3, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 221,PAGE 65, HARRIS COUNTY MAP RECORDS, HARRIS COUNTY, TEXAS AND BEING MOREPARTICULARLY DESCRIBED BY METES ANT) BOUNDS AS FOLLOWS:

 

COMMENCING AT THENORTHEAST CORNER OF RESERVE “B”, LOCATED IN THE WESTERLY RIGHT-OF-WAY LINE OFBROOKLET DRIVE (60 FEET WIDE);

 

THENCE NORTH 69 DEGREES58 MINUTES 00 SECONDS WEST - 793.76 FEET, ALONG THE NORTHERLY LINE OF RESERVE “B”,TO A 5/8 INCH IRON ROD FOUND FOR THE POINT OF BEGINNING OF THE HEREIN DESCRIBEDTRACT;

 

THENCE SOUTH 20 DEGREES00 MINUTES 00 SECOND WEST ALONG THE COMMON SOUTHEASTERLY LINE OF THE HEREINDESCRIBED TRACT AND THE NORTHWESTERLY LINE OF 4.956 ACRES PER HARRIS COUNTYCLERK’S FILE NO. P233989, 354.80 FEET, TO A 5/8 INCH IRON ROD FOUND LOCATED INTHE NORTHERLY RIGHT-OF-WAY LINE OF ROCKLEY ROAD (60 FEET WIDE) AND THESOUTHERLY LINE OF SAID RESERVE “B”;

 

THENCE NORTH 70 DEGREES00 MINUTES 00 SECONDS WEST, 4.87.14 FEET, ALONG SAID RIGHT-OF-WAY LINE AND SAIDSOUTHERLY LINE OF RESERVE “B” TO A 5/8 INCH IRON ROD FOUND FOR CORNER;

 

THENCE NORTH 20 DEGREES 00MINUTES 00 SECONDS EAST ALONG THE COMMON NORTHERLY LINE OF THE HEREIN DESCRIBEDTRACT AND THE SOUTHEASTERLY LINE OF 3.2 12 ACRES OUT OF RESERVE “B”, BLOCK 2PER HARRIS COUNTY CLERK’S FILE NO. P023084, 355.08 FEET, TO A POINT IN THENORTHERLY LINE OF SAID RESERVE “B” FROM SAID POINT A 5/8 INCH IRON ROD FOUNDBEARING SOUTH 64 DEGREES 53 MINUTES 55 SECONDS WEST, 0.46 FEET;

 

THENCE SOUTH 69 DEGREES58 MINUTES 00 SECONDS EAST ALONG THE COMMON NORTHERLY LINE OF THE HEREINDESCRIBED TRACT AND THE SOUTHERLY LINE OF 43.4181 ACRES OUT OF W.E. SANDERSSURVEY A-1137 PER HARRIS COUNTY CLERK’S FILE NO. G362260, 487.14 FEET, ALONGSAID NORTHERLY LINE OF RESERVE “B”, TO THE POINT OF BEGINNING AND CONTAINING3.9693 ACRES (172,906 SQUARE FEET) OF LAND, MORE OR LESS.

 

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LEASE EXHIBIT B – TenantOperations Inquiry Form

 

This page is a tableand could not be included in this document as it is not convertible to HTMLformat for submission to SCC.

 

Copy of table may berequested from Investor Relations if so required.

 

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LEASE EXHIBIT C –Landlords work

 

Landlord shall provide toTenant a Tenant Improvement Allowance of up to Twenty-Seven Thousand and 00/100Dollars ($27,000.00) towards Tenant’s costs related to construction of theimprovements to the Premises (which shall include, without limitation, spaceplanning costs, architectural and engineering fees, general contractor fees andother similar fees and expenses). Tenant shall bear the entire cost of anyimprovements to be installed by Landlord in the premises in excess of theimprovement allowance of Twenty-Seven Thousand and 00/100 Dollars ($27,000.00)and shall pay for such excess over the Allowance as hereinafter provided. Inthe event the improvements and the estimated cost for same exceeds theAllowance, Tenant shall pay to Landlord prior to commencement of suchconstruction, an advance payment equal to one-half (1/2) of the amount of suchexcess over the Allowance as reasonably estimated by Landlord. Notwithstanding anyprovision contained herein to the contrary, it is understood and agreed thatLandlord shall have no obligation to commence installation of any improvementsuntil (a) Tenant shall have furnished to Landlord and Landlord shall haveapproved the final working drawings as required by the provision hereof, (b) Landlordshall have received Tenants advance payment (described above) for the amount ofthe cost of improvements in excess of the Allowance and (c) Landlord andTenant shall have approved the total cost of any change order. Upon SubstantialCompletion of the installation of the improvements and prior to occupancy byTenant, Tenant shall pay Landlord the remainder of the actual amount of theexcess cost incurred over the Allowance. In no event shall credit be given toTenant for any Allowance not utilized.

 

INTERIOR IMPROVEMENTS

 

All improvements mustcomply with all applicable governmental regulations. Prior to beginningconstruction of any such improvements, Tenant shall submit architecturaldrawings of the proposed improvements to Landlord.

 

The Tenant ImprovementAllowance shall be used towards the performance of the following improvements:

 

1.  Demo and construct offices to match the floorplan attached as Exhibit A-i.

 

2.  Provide new carpet and VCT in office areas.

 

Tenant agrees to acceptpossession of the Premises on the Lease Commencement Date as stated in Section 1.6.,prior to the completion of construction. Additionally, MCFSA, LTD., herebyagrees to indemnify and hold harmless to Carlyle/FR Houston Investors, LP, at6925 Portwest Drive, Suite 100, Houston, Texas 77024 and Carlyle/FRHouston Investors, LP at 311 S. Wacker Drive, Suite 4000, Chicago,Illinois, 60606 against any loss or damage to materials and/or equipment at10624 Rockley Road, Houston, Texas 77099 during the time period, which constructionis being performed in the space.

 

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LEASE EXHIBIT D 

Conformation ofCommencement Date

 

(Tenant’s Name andAddress]

 

RE:       [Describe lease, by title and date (the “Lease”);name Landlord and Tenant]

 

Dear [Name of ContactPerson at Tenant]:

 

This letter shall confirmthat the Commencement Date for the above-referenced Lease is [specifyCommencement Date].

 

[Name of Tenant], asTenant, hereby acknowledges the following: (i) Tenant is in possession ofthe Premises (as defined in the Lease); (ii) the Lease is in full forceand effect; (iii) Landlord is not in default under the Lease; and (iv) possessionof the Premises is accepted by Tenant as having been delivered in accordancewith the terms and conditions of the Lease.

 

Our records indicate thefollowing information for the [Number of square feet comprising Premises]square feet of space:

 

Commencement Date:                                                                                   200

 

 

Base Rent Commencement Date:                                                                       200

 

Next Monthly Base RentDue:                                                                      200

 

Operating ExpenseCommencement Date:                                                                 200_

 

Lease ExpirationDate:                                                                                200

 

Please sign two (2) copiesof this letter in the space provided below acknowledging your agreement withthe above and return them to me at my office. I suggest you attach a copy ofthis letter to your copy of the Lease.

 

Thank you again for yourcooperation and assistance regarding this matter. Please contact me at any timeshould you have questions regarding the lease, building, or any relatedmanner.                               ,~. .

 

Sincerely,                                                Acknowledged and Agreed to this        day of                                   

                                                                        20

 

[Name]                                                    [Name              of              Tenant] 

Property Manager

 
|   | By:    |   |   |
|--------|--------|--------|--------|
|   | Title: |

 

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LEASE EXHIBIT H 

Broom Clean Condition andRepair Requirements

 

·  All lighting is to be placed into goodworking order. This includes replacement of bulbs, ballasts, and lenses asneeded.

 

·  All truck doors and dock levelers should beserviced and placed in good operating order (including, but not limited to,overhead door springs, rollers, tracks and motorized door operator). This wouldinclude the necessary (a) replacement of any dented truck door panels,broken panels and cracked lumber, and (b) adjustment of door tension toinsure proper operation. All door panels that are replaced shall be painted tomatch the Building standard.

 

·  All structural steel columns in the warehouseand office should be inspected for damage, and must be repaired. Repairs ofthis nature shall be pre-approved by the Landlord prior to implementation.

 

·  HVAC system shall be in good working order,including the necessary replacement of any parts to return the unit to awell-maintained condition. This includes, but is not limited to, filters,thermostats, warehouse heaters and exhaust fans. Upon move- out, Landlord willhave an exit inspection performed by a certified mechanical contractor to determinethe condition of the HVAC system.

 

·  All holes in the sheet rock walls shall berepaired prior to move-out. All walls shall be clean.

 

·  The carpets and vinyl tiles shall be in aclean condition and shall not have any holes or chips in them. Flooring shallbe free of excessive dust, dirt, grease, oil and stains. Cracks in concrete andasphalt shall be acceptable as long as they are ordinary wear and tear, and arenot the result of misuse.

 

·  Facilities shall be returned in a cleancondition, including, but not limited to, the cleaning of the coffee bar,restroom areas, windows, and other portions of the Premises.

 

·  There shall be no protrusion of anchors fromthe warehouse floor and all holes shall be appropriately patched.    If achinery/equipment is removed, theelectrical lines shall be properly terminated at the nearest junction box.

 

·  All exterior windows with cracks or breakageshall be replaced. All windows shall be clean.

 

·  Tenant shall provide keys for all locks onthe Premises, including front doors, rear doors, and interior doors.

 

·  All mechanical and electrical systems shallbe left in a safe condition that confirms to code. Bare wires and dangerous installationsshall be corrected to Landlord’s reasonable satisfaction.

 

·  All plumbing fixtures shall be in goodworking order, including, but not limited to, the water heater. Faucets andtoilets shall not leak.

 

·  All dock bumpers shall be left in place and well-secured.

 

·  Drop grid ceiling shall be free of excessivedust from lack of changing filters. No ceiling tiles may be missing or damaged.

 

·  All trash shall be removed from both insideand outside of the Building.

 

·  All signs in front of Building and on glassentry door and rear door shall be removed.

 

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LEASE EXHIBIT F 

Termination Option

 

Provided Tenant has notbeen or currently is in default during the term of this Lease, beyond anyapplicable notice and cure period, Tenant shall have a one-time option toterminate this Lease effective on March 31, 2010. This termination optionshall be null and void, and of no further force, unless Tenant complies withthe following provisions for the exercise of this option: 1) at least 180 daysprior to the date on which the early termination would be effective, Tenantshall deliver to Landlord, in the manner of delivery specified in this Leasefor notices, a letter noticing Landlord of Tenant’s intent to terminate; andii) such letter shall be accompanied by a check in the amount of $19,104.00 asa penalty which includes reimbursement of unamortized Tenant Improvements and Commissions.

 

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LEASE EXHIBIT G 

Tenant ContactInformation

 

Name:    Gregg Mulliris

 

Address:    10624Rockely Road 

  Houston, TX 77099

 

Phone: (281) 9245668 

Fax:

 

 

E-mail:gmullins@metroplex-control.com

 

Property EvaluationSurvey Contact

 

Name:                                        

 

 

Address:                                    

 

 

Phone:                                       

 

Fax:

 

E-mail:

 

Accouisting/BiillingContact (Please include the address that you would like the monthly rentstatements to be mailed to)

 

Name: Jessica Lewis

 

Address: 10624 RockelyRoad

 

Houston T X 77099 

Phone: (832)5666-269O

 

Fax:

 

 

E-mail :jlewis@metroplex-control.com 

Emergency/Office Contact

 

Name: Gregg Muflins

 

Address.10624 RockeIyRoad            

                HoustonTX 77O99~

Phone: (281) 9245668           

 

Fax:                                 

Mobile:   (281) 9245668

 

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