exv10w1






Exhibit 10.1




OFFICE LEASE




BETWEEN




CHESAPEAKE PLAZA, L.L.C.




(“LANDLORD”)




AND




PIER 1 SERVICES COMPANY




(“TENANT”)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE	 
	 
	 	 	 	 	 	 
	1.
	 	Basic Lease Information	 	 	1	 
	2.
	 	Lease Grant	 	 	2	 
	3.
	 	Term; Adjustment of Commencement Date; Early Access	 	 	3	 
	4.
	 	Rent	 	 	4	 
	5.
	 	Tenant’s Use of Premises	 	 	10	 
	6.
	 	Security Deposit	 	 	11	 
	7.
	 	Services to be Furnished by Landlord	 	 	11	 
	8.
	 	Use of Electrical Services by Tenant	 	 	14	 
	9.
	 	Repairs and Alterations	 	 	16	 
	10.
	 	Entry by Landlord	 	 	17	 
	11.
	 	Assignment and Subletting	 	 	17	 
	12.
	 	Liens	 	 	19	 
	13.
	 	Indemnity	 	 	19	 
	14.
	 	Insurance	 	 	14	 
	15.
	 	Mutual Waiver of Subrogation	 	 	20	 
	16.
	 	Casualty Damage	 	 	21	 
	17.
	 	Condemnation	 	 	22	 
	18.
	 	Events of Default	 	 	22	 
	19.
	 	Remedies	 	 	23	 
	20.
	 	Limitation of Liability	 	 	25	 
	21.
	 	No Waiver	 	 	25	 
	22.
	 	Tenant’s Right to Possession	 	 	25	 
	23.
	 	Relocation	 	 	25	 
	24.
	 	Holding Over	 	 	25	 
	25.
	 	Subordination to Mortgages; Estoppel Certificate	 	 	26	 
	26.
	 	Attorneys’ Fees	 	 	26	 
	27.
	 	Notice	 	 	26	 
	28.
	 	Reserved Rights	 	 	26	 
	29.
	 	Surrender of Premises	 	 	27	 
	30.
	 	Hazardous Materials	 	 	28	 
	31.
	 	Miscellaneous	 	 	28	 






EXHIBITS AND RIDERS:




	 	 	 
	EXHIBIT A-1

	 	CHART OF RENTABLE SQUARE FOOTAGE ON EACH FLOOR AND COMMON AREAS
	EXHIBIT A-2

	 	LEGAL DESCRIPTION OF PROPERTY
	EXHIBIT B

	 	RULES AND REGULATIONS
	EXHIBIT C

	 	PARKING AGREEMENT
	EXHIBIT C-1

	 	LOCATION OF LANDLORD’S PARKING SPACES FOR FLEET
	EXHIBIT D

	 	BILL OF SALE
	EXHIBIT E

	 	SPECIAL EVENT AREA IN LOBBY
	EXHIBIT F

	 	INSURANCE WAIVER
	 
	 	 
	RIDER NO. 1

	 	OPTION TO EXTEND






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OFFICE LEASE




     This Office Lease (this “Lease”) is entered into by and between CHESAPEAKE PLAZA, L.L.C., a
Oklahoma limited liability company (“Landlord”), and PIER 1 SERVICES COMPANY, a Delaware statutory
trust (“Tenant”), and shall be effective as of the date set forth below Landlord’s signature (the
“Effective Date”).


1. Basic Lease Information. The key business terms used in this Lease are defined as
follows:




     A. “Building”: The building commonly known as Pier 1 Place and located at 100 Pier 1 Place,
Fort Worth, Tarrant County, Texas 76102.



     B. “Rentable Square Footage of the Building” is agreed and stipulated to be 409,977 square
feet.



     C. “Premises”: The Premises are located on the mezzanine and on the 5th,
6th, 7th, 8th, 9th, 10th, 11th,
12th, 14th, 15th, 16th, 17th and
20th floors of the Building. The “Rentable Square Footage of the Premises” is deemed to
be 344,798 square feet. If the Premises include, now or hereafter, one or more floors in their
entirety, all corridors and restroom facilities located on such full floor(s) shall be considered
part of the Premises. Landlord and Tenant stipulate and agree that the Rentable Square Footage of
the Building and the Rentable Square Footage of the Premises are correct and shall not be
remeasured. The Rentable Square Footage of each floor of the Building and the Common Areas (as
hereinafter defined) is listed on Exhibit A-1. In the event any portion of the lobby or
other Common Areas is leased or otherwise utilized by Landlord in a fashion that materially
restricts or prohibits Tenant’s use thereof, the Common Area Allocation factor added to the
Rentable Square Footage of the Premises (as set out in Exhibit A-1), and therefore the
Rentable Square Footage of the Premises, shall be reduced accordingly. However, Landlord’s use of
any portion of the lobby or any other Common Areas for events not more than five (5) days in
duration and not more than four (4) separate such events during each calendar year (unless a longer
time period is mutually agreed upon by Landlord and Tenant) shall not constitute a material
restriction or prohibition of Tenant’s use thereof and shall not result in a reduction of the
Rentable Square Footage of the Premises.



     D. “Base Rent”:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Annual Rate	 	Monthly
	Period	 	Per Square Foot	 	Base Rent
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CD
	 	through	 	Lease Month 36	 	$	24.00	 	 	$	689,596.00	*
	Lease Month 37
	 	through	 	ED	 	$	26.00	 	 	$	747,062.33	*






CD = Commencement Date                     ED = Expiration Date




Lease Month = A full calendar month, for example, if the Commencement Date occurs on June 15, Lease Month 1

will be July 1 through July 31, Lease Month 2 will be August 1 through August 31, and so on.






 




			
	*	 	Tenant’s monthly Base Rent obligations will be reduced as the Rentable Square Footage of the
Premises is reduced including, without limitation, reductions pursuant to the provisions of Article
3 of this Lease and reductions as a result of the leasing of the lobby or other Common Areas;
provided the annual Base Rent rate for the Premises shall remain as reflected in the table above.
Further, such reductions in the Rentable Square Footage of the Premises and Tenant’s monthly Base
Rent obligations shall be memorialized in an amendment to this Lease.





     E. “Tenant’s Pro Rata Share”: The percentage equal to the Rentable Square Footage of the
Premises divided by the Rentable Square Footage of the Building, subject to reduction as aforesaid.



     F. “Base Year” for Operating Expenses: Lease Months 1-12.



     G. “Term”: The period of approximately 84 months starting on the Commencement Date, subject
to the provisions of Article 3. Tenant shall have the right to renew and extend the Term as set
forth in Rider No. 1 attached hereto and made a part hereof for all purposes.



     H. “Commencement Date”: June 9, 2008.



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     I. “Business Day(s)”: Monday through Friday of each week, exclusive of New Year’s Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day,
Christmas Day and, at Landlord’s election, either the day before or the day after Christmas Day
(“Holidays”).



     J. “Law(s)”: All applicable statutes, codes, ordinances, orders, rules and regulations of any
municipal or governmental entity, now or hereafter adopted, including the Americans with
Disabilities Act and any other law pertaining to disabilities and architectural barriers
(collectively, “ADA”), and all laws pertaining to the environment, including the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq.
(“CERCLA”), and all restrictive covenants currently existing of record and all rules and
requirements of any currently existing association or improvement district affecting the Property.



     L. “Normal Business Hours”: 7 A.M. to 6 P.M. on Business Days and 8 A.M. to 1 P.M. on
Saturdays, exclusive of Holidays.



     M. “Notice Addresses”:



	 	 	 	 	 
	Tenant:

	 	With a copy to:	 	 
	 
	 	 	 	 
	Pier 1 Services Company

	 	Pier 1 Services Company	 	 
	100 Pier 1 Place

	 	100 Pier 1 Place	 	 
	Fort Worth, Texas 76102

	 	Fort Worth, Texas 76102	 	 
	Attn: Director of Real Estate

	 	Attn: Legal Department	 	 
	Phone #: (817) 252-8488

	 	Phone #: (817) 252-7630	 	 
	Fax #: (817) 252-7888

	 	Fax #: (817) 334-0191	 	 
	 
	 	 	 	 
	Landlord:

	 	With a copy to:
	 	With a copy to:
	 
	 	 	 	 
	Chesapeake Plaza, L.L.C.

	 	Chesapeake Plaza, L.L.C.
	 	Jackson Walker L.L.P.
	6100 N. Western

	 	6100 N. Western
	 	301 Commerce Street,
	Oklahoma City, OK 73118

	 	Oklahoma City, OK 73118
	 	Suite 2400
	Attn: Director of Real Estate

	 	Attn: General Counsel
	 	Fort Worth, Texas 76102
	Phone#: (405) 848-8000

	 	Phone#: (405) 848-8000
	 	Attn: Susan A. Halsey
	Fax #: (405) 767-4903

	 	Fax #: (405) 879-9561
	 	Phone #: (817) 334-7203
	 

	 	 	 	Fax #: (817) 870-5103






     Rent (defined in Section 4.A) is payable to the order of Chesapeake Plaza, L.L.C. by
electronic transfer to Bank of Oklahoma, ABA # 103900036 for further credit to Chesapeake Energy
Corporation, Account # 814109493, Reference: Pier 1 Services Company /Pier 1 Place.



     N. “Other Defined Terms”: In addition to the terms defined above, an index of some of the
other defined terms used in the text of this Lease is set forth below, with a cross-reference to
the paragraph in this Lease in which the definition of such term can be found:



	 	 	 	 	 
	Affiliate

	 	 	11.E	 
	Alterations

	 	 	9.C(1)	
	Audit Election Period

	 	 	4.G	 
	Cable

	 	 	9.A	 
	Claims

	 	 	13	 
	Collateral

	 	 	19.E	 
	Commencement Date

	 	 	3.A	 
	Common Areas

	 	 	2	 
	Comparable Buildings

	 	 	7.A	 
	Completion Estimate

	 	 	16.B	 
	Contamination

	 	 	30.C	 
	Costs of Reletting

	 	 	19.B	 
	Excess Operating Expenses

	 	 	4.B	 
	Expiration Date

	 	 	3.A	 
	Force Majeure

	 	 	31.C	 
	Hazardous Material

	 	 	30.C	 
	Landlord Parties

	 	 	13	 
	Landlord’s Rental Damages

	 	 	19.B	 
	Leasehold Improvements

	 	 	29	 
	Minor Alteration

	 	 	9.C(1)	
	Monetary Default

	 	 	18.A	 
	Mortgage

	 	 	25	 
	Operating Expenses

	 	 	4.D	 
	Permitted Transfer

	 	 	11.E	 
	Permitted Use

	 	 	5.A	 
	Prime Rate

	 	 	19.B	 
	Property

	 	 	2	 
	Provider

	 	 	7.C	 
	Rent

	 	 	4.A	 
	Service Failure

	 	 	7.B	 
	Special Installations

	 	 	29	 
	Taking

	 	 	17	 
	Tenant Parties

	 	 	13	 
	Tenant’s Insurance

	 	 	14.A	 
	Tenant’s Property

	 	 	14.A	 
	Tenant’s Removable Property

	 	 	29	 
	Time Sensitive Default

	 	 	18.B	 
	Transfer

	 	 	11.A	 






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2. Lease Grant. Landlord leases the Premises to Tenant and Tenant leases the
Premises from Landlord, together with the right in common with others to use any portions of the
Property (defined below) that are designated by Landlord for the common use of tenants and others,
such as sidewalks, common corridors, loading areas, Building stairs, elevators, cafeteria, workout
room, vending areas (excluding vending areas within the Premises), lobby areas and, with respect to
multi-tenant floors, restrooms and elevator foyers (the “Common Areas”). Landlord and Tenant agree
that no portion of the mezzanine is included in the Common Areas. Tenant is hereby granted a
non-exclusive license to use the Common Areas and the two (2) NetPop rooms located on the terrace
during the Term for their intended purposes, in common with others, subject to the terms and
conditions of this Lease. “Property” means the Building and the parcel(s) of land on which it is
located as more fully described on Exhibit A-2, together with all other buildings and
improvements located thereon (specifically excluding any improvements related to the actual
exploration, recovery or transport of minerals); and the Building garage(s) and other improvements
serving the Building, if any, and the parcel(s) of land on which they are located; specifically
excluding any and all mineral rights associated with the Property.




3. Term; Adjustment of Commencement Date; Early Access.




     A. Term. This Lease shall govern the relationship between Landlord and Tenant with
respect to the Premises from the Commencement Date through the last day of the Term specified in
Section 1.G (the “Expiration Date”), unless terminated early in accordance with this Lease. The
Term of this Lease (as specified in Section 1.G) shall commence on the “Commencement Date”, which
shall be the date referenced in Section 1.H. Notwithstanding any other provision of this Lease to
the contrary, if the Expiration Date would otherwise occur on a date other than the last day of a
calendar month, then the Term shall be automatically extended to include the last day of such
calendar month, which shall become the Expiration Date.



     B. Acceptance of Premises. The Premises are accepted by Tenant in “as is” condition
and configuration. Tenant hereby agrees that the Premises are in good order and satisfactory
condition and that there are no representations or warranties of any kind, express or implied, by
Landlord regarding the Premises, the Building or the Property. 



     C. Early Reduction. Landlord and Tenant acknowledge and agree that Tenant shall
surrender to Landlord certain space comprising a portion of the Premises pursuant to the terms of
this Section 3.C:



          (1) Floors 20 and 17. On or before the later of July 8, 2008, or five (5) days after the
Commencement Date (the “20th and 17th Floor Release Date”), Tenant shall surrender the entire
twentieth (20th) and seventeenth (17th) floors of the Building (the “20th and 17th Floor Space”) to
Landlord in the condition required pursuant to Article 29 of this Lease. In the event Tenant fails
to timely surrender the 20th and 17th Floor Space, effective as of the date immediately following
the 20th and 17th Floor Release Date and for so long as Tenant thereafter
remains in occupancy of the 20th and 17th Floor Space, Tenant shall pay holdover rent for the
20th and 17th Floor Space in accordance with Article 24 of this Lease. On the 20th and 17th Floor
Release Date, Tenant will execute and deliver to Landlord, for no additional consideration, a Bill
of Sale in the form attached hereto as Exhibit D conveying to Landlord the furniture
located in the 20th and 17th Floor Space and listed on the Furniture Inventory List [as such term
is defined in that certain Real Estate Purchase Agreement dated March 25, 2008, by and between
Landlord and Tenant (hereinafter, the “Contract”)].




          (2) Floors 15 and 16. On or before November 30, 2009 (the “15th and
16th Floor Release Date”), Tenant shall surrender both the entire fifteenth
(15th) and sixteenth (16th) floors of the Building (the “15th and
16th Floor Space”) to Landlord in the condition required pursuant to Article 29 of this
Lease. In the event Tenant fails to timely surrender the 15th and 16th Floor
Space, effective as of the date immediately following the 15th and 16th Floor Release
Date and for so long as Tenant thereafter remains in occupancy of the 15th and
16th Floor Space, Tenant shall pay holdover rent for the 15th and
16th Floor Space in accordance with Article 24 of this Lease. On the 15th
and 16th Floor Release Date, Tenant will execute and deliver to Landlord, for no
additional consideration, a Bill of Sale in the form attached hereto as Exhibit D conveying
to Landlord the furniture located in the 15th and 16th Floor Space and listed
on the Furniture Inventory List (as such term is defined in the Contract).





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     D. Landlord’s Right to Recapture. Landlord shall have the right to recapture all, but not
a portion of, the entire fourteenth (14th) floor of the Building pursuant to the terms
of this Section 3.D. Landlord shall have the option to recapture and thereby terminate Tenant’s
lease of the entire fourteenth (14th) floor of the Building (the “14th Floor
Space”) at any time on or after June 30, 2013 (the “Earliest Reduction Date”), provided Landlord
gives written notice thereof to Tenant not later than June 30, 2012. Such notice must specify the
date (which cannot be prior to the Earliest Reduction Date) on which Landlord desires the reduction
to become effective (the “Actual Reduction Date”). On the Actual Reduction Date, Tenant shall
surrender the 14th Floor Space to Landlord in the condition required pursuant to Article
29 of this Lease. In the event Tenant fails to timely surrender the 14th Floor Space,
effective as of the date immediately following the Actual Reduction Date and for so long as Tenant
thereafter remains in occupancy of the 14th Floor Space, Tenant shall pay holdover rent
for the 14th Floor Space in accordance with Article 24 of this Lease. Once Tenant has
surrendered the 14th Floor Space to Landlord as required hereunder (unless Tenant has
exercised its right to terminate this Lease under Section 3.E below), Landlord will credit against
the next sums due and owing by Tenant a relocation allowance in the amount of $129,135.00 (the
“Relocation Allowance”). In the event Landlord elects to recapture the 14th Floor
Space, then on the Actual Reduction Date, Tenant will execute and deliver to Landlord a Bill of
Sale in the form attached hereto as Exhibit D conveying to Landlord, for no additional
consideration, the furniture then located in the 14th Floor Space which shall be
substantially the same in quantity and quality (subject to reasonable wear and tear) to the
furniture listed on the Furniture Inventory List (as such term is defined in the Contract).



     E. Early Termination. Tenant, in its sole and absolute discretion, shall have the
option to terminate this Lease on June 30, 2013 (the “Termination Date”), provided Tenant gives
written notice thereof to Landlord not later than December 31, 2012 and provided Tenant is not in
default beyond any applicable cure period under the Lease at the time of the giving of such notice
nor on the Termination Date. Additionally, Tenant’s right to terminate hereunder is conditioned
upon the payment in full by Tenant, on or before the Termination Date, of (1) all Rent through and
including the Termination Date, and (2) a cash sum equal to $2,133,586.00 (which has been
calculated based on four (4) times the Base Rent payable for the month immediately preceding the
Termination Date assuming that on the Termination Date the Rentable Square Footage of the Premises
is 246,183 and which shall be recalculated if the Rentable Square Footage of the Premises is
different on the Termination Date) (collectively, the “Termination Payment”). After Landlord’s
receipt of the full Termination Payment, and so long as Tenant has (i) surrendered the Premises in
the condition required under this Lease, and (ii) executed and delivered to Landlord a Bill of Sale
in the form attached hereto as Exhibit D conveying to Landlord, for no additional
consideration, the furniture then located in the 14th Floor Space and which is
substantially the same in quantity and quality (subject to reasonable wear and tear) to the
furniture listed on the Furniture Inventory List (as such term is defined in the Contract), neither
party shall have any rights, liabilities or obligations under this Lease for the period accruing
after the Termination Date, except those which, by the provisions of this Lease, expressly survive
the termination of this Lease. Further, if Tenant terminates this Lease pursuant to this Section
3.E, Landlord shall have no obligation to pay the Relocation Allowance to Tenant even if Landlord
had previously elected to recapture the 14th Floor Space pursuant to Section 3.D above.


4. Rent.




     A. Payments. As consideration for this Lease, commencing on the Commencement Date,
Tenant shall pay Landlord, without any demand, setoff or deduction (except as otherwise set forth
herein), the total amount of Base Rent, Tenant’s Pro Rata Share of Excess Operating Expenses
(defined in Section 4.B) and any and all other sums payable by Tenant under this Lease (all of
which are sometimes collectively referred to as “Rent”). The monthly Base Rent and Tenant’s Pro
Rata Share of Excess Operating Expenses shall be due and payable in advance on the first day of
each calendar month without notice or demand, provided that the installment of Base Rent for the
first full calendar month of the Term shall be payable upon the execution of this Lease by Tenant.
All other items of Rent shall be due and payable by Tenant on or before thirty (30) days after
billing by Landlord. All payments of Rent shall be by good and sufficient check or by other means
(such as automatic debit or electronic transfer) acceptable to Landlord. If the Term commences on
a day other than the first day of a calendar month, the monthly Base Rent for the partial month
shall be prorated on a daily basis and shall be payable (in addition to the installment of Base
Rent for the first full calendar month of the Term) upon the execution of this Lease by Tenant.
Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on
account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a
check or payment shall be



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considered an accord and satisfaction, and either party may accept such check or payment
without such acceptance being considered a waiver of any rights such party may have under this
Lease or applicable Law. Furthermore, Landlord shall have the right to return or refuse acceptance
of any payments made to Landlord’s lockbox address after an event of default has occurred which has
not been cured during any applicable cure period. Tenant’s covenant to pay Rent is independent of
every other covenant in this Lease, except as otherwise herein provided.



     B. Excess Operating Expenses. Tenant shall pay Tenant’s Pro Rata Share of the amount,
if any, by which Operating Expenses (defined in Section 4.D) for each Lease Year (hereinafter
defined) during the Term exceed Operating Expenses for the Base Year (the “Excess Operating
Expenses”). Notwithstanding the foregoing, Tenant’s Pro Rata Share of Controllable Expenses
(defined below) shall not increase by more than three percent (3%) over Tenant’s Pro Rata Share of
Controllable Expenses in the immediately preceding Lease Year, including the Base Year, on a
cumulative, compounded basis. However, any increases in Controllable Expenses not recovered by
Landlord due to the foregoing limitation shall be carried forward into succeeding Lease Years
during the Term (subject to the foregoing limitation) until fully recouped by Landlord. For
example, if Controllable Expenses were $100.00 in the Base Year, then the total Controllable
Expenses that could be included in Operating Expenses in the second Lease Year (Lease Months 13
through 24) would be $103.00, for the third Lease Year (Lease Months 25 through 36) the amount
would be $106.09, for the fourth Lease Year (Lease Months 37 through 48) the amount would be
$109.27, and so on. In the preceding example, if Controllable Expenses in the third and fourth
Lease Years were $107.50, then Landlord could include only $106.09 in Operating Expenses in the
third Lease Year, but $108.91 (the Controllable Expenses plus the carry-forward from the third
Lease Year) in the fourth Lease Year. The term “Controllable Expenses” means all Operating
Expenses excluding the cost of utilities (and related expenses which are reasonably intended to
reduce such costs), insurance premiums, and other expenses not within Landlord’s control directly
arising from increases to minimum wage laws or other similar governmental requirements applicable
to or imposed against owners of Comparable Buildings. Landlord will use reasonable efforts to
minimize the impact of increases resulting from such governmental requirements. If Operating
Expenses in any Lease Year decrease below the amount of Operating Expenses for the Base Year,
Tenant’s Pro Rata Share of Operating Expenses for that Lease Year shall be $0. In no event shall
Base Rent be reduced if Operating Expenses for any Lease Year are less than Operating Expenses for
the Base Year. Within ninety (90) days of the beginning of each Lease Year after the Base Year,
Landlord shall provide Tenant with a good faith estimate (itemized by category) of the Excess
Operating Expenses for such Lease Year during the Term. On or before the first day of each month,
Tenant shall, subject to the cap set forth above, pay to Landlord a monthly installment equal to
one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Excess Operating Expenses. If
Landlord determines that its good faith estimate of the Excess Operating Expenses was incorrect,
Landlord may provide Tenant with a revised good faith estimate (itemized by category). After its
receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised
estimate, provided such new estimate is received within one hundred eighty (180) days of the
beginning of such Lease Year. If Landlord does not provide Tenant with an estimate of the Excess
Operating Expenses by September 1 of each Lease Year, Tenant shall continue to pay monthly
installments based on the most recent estimate(s) until Landlord provides Tenant with the new
estimate, provided such new estimate is received within one hundred eighty (180) days of the
beginning of such Lease Year. Upon delivery of the new estimate, an adjustment shall be made for
any month for which Tenant paid monthly installments based on the same Lease Year’s prior incorrect
estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt
of the new estimate. Any overpayment shall be credited against the next sums due and owing by
Tenant or, if no further Rent is due, refunded directly to Tenant within 30 days of determination.
The obligation of Tenant to pay for Excess Operating Expenses and the obligations of Landlord to
refund overpayments made by Tenant as provided herein shall survive the expiration or earlier
termination of this Lease. The term “Lease Year” shall mean each successive period of twelve (12)
Lease Months.



     C. Reconciliation of Operating Expenses. Within ninety (90) days after the end of the
Base Year, Landlord shall furnish to Tenant a written statement of the actual Operating Expenses
for the Base Year. Within ninety (90) days after the end of each subsequent Lease Year, Landlord
shall furnish Tenant with a statement of the actual Operating Expenses and Excess Operating
Expenses for such Lease Year. Such statements shall be itemized by category and shall set forth
the amount paid by Tenant toward Excess Operating Expenses and the amounts remaining due from or
overpaid by Tenant. If the most recent estimated Excess Operating Expenses paid by Tenant for such
Lease Year are more than the actual Excess Operating Expenses for such Lease Year, Landlord shall
apply



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any overpayment by Tenant against Rent due or next becoming due; provided, if the Term expires
before the determination of the overpayment, Landlord shall, within thirty (30) days of
determination, refund any overpayment to Tenant after first deducting the amount of Rent due. If
the most recent estimated Excess Operating Expenses paid by Tenant for the prior Lease Year are
less than the actual Excess Operating Expenses for such Lease Year, Tenant shall pay Landlord,
within thirty (30) days after its receipt of the statement of Operating Expenses, any underpayment
for the prior Lease Year. Landlord agrees that, in the event Landlord increases the level of
security services provided in the Building after the Base Year (other than in connection with
requirements for compliance with Payment Card Industry Data Security Standards, the expense of
which shall be borne by Tenant), then an amount equal to ninety-five percent (95%) of the expenses
relating to such increased level of security shall be added to the calculation of Base Year
Operating Expenses accordingly.



     D. Operating Expenses Defined. Except as excluded in Section 4.E below, “Operating
Expenses” means all costs and expenses incurred or accrued in each Lease Year in connection with
the ownership, operation, maintenance, management, repair and protection of the Property which are
directly attributable or reasonably allocable to the Building, including Landlord’s personal
property used in connection with the Common Areas and including all costs and expenditures relating
to the following:



          (1) Operation, maintenance, repair and replacements of any part of the Property, including the
mechanical, electrical, plumbing, HVAC, vertical transportation, fire prevention and warning and
access control systems; materials and supplies (such as light bulbs and ballasts); equipment and
tools; floor, wall and window coverings; personal property used in the Common Areas; required or
beneficial easements; and related service agreements and rental expenses; except that if
replacements of any part of the Property are properly classified as capital in nature under
generally accepted accounting principles, the cost of such replacements shall not be included in
Operating Expenses except as provided in Section 4.D(8) below).



          (2) Administrative and management costs and fees, including accounting, information and
professional services (except for negotiations and disputes with specific tenants not affecting
other parties), provided that the management fee shall not exceed 3.5% of gross revenues for the
Property; management office(s); and wages, salaries, benefits, reimbursable expenses and taxes (or
allocations thereof) for full and part time personnel involved in operation, maintenance and
management.



          (3) Janitorial service; window cleaning; waste disposal; gas, water and sewer and other
utility charges (including add-ons); and landscaping, including all applicable tools and supplies.



          (4) Property, liability and other insurance coverages carried by Landlord, including
deductibles and risk retention programs and a reasonable proportionate allocation of the cost of
blanket insurance policies maintained by Landlord and/or its Affiliates (defined below); however,
to the extent the deductibles, coverages not required by this Lease, or self-insured retention
exceed the deductibles, coverages or self-insured retention maintained by Comparable Landlords
(hereinafter defined), such excess amounts will not be included in Operating Expenses. A
“Comparable Landlord” shall mean a reasonably prudent commercial office building landlord owning a
Comparable Building.



          (5) [Intentionally Deleted]



          (6) Compliance with Laws, including license, permit and inspection fees (but not in
duplication of capital expenditures amortized as provided in Section 4.D(8)); and all expenses and
fees, including reasonable attorneys’ fees and court or other venue of dispute resolution costs,
incurred in negotiating or contesting Tax Expenses or the validity and/or applicability of any
governmental enactments which may affect Operating Expenses; provided Landlord shall credit against
Operating Expenses any refunds received from such negotiations or contests to the extent originally
included in Operating Expenses (less Landlord’s reasonable costs).



          (7) Building safety services, to the extent provided or contracted for by Landlord, including,
without limitation, the issuance of Building access cards.



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          (8) Amortization of capital expenditures incurred: (a) to conform with Laws; (b) to provide or
maintain building standards (other than building standard tenant improvements); or (c) with the
intention of promoting safety (provided such measures are being implemented in Comparable
Buildings) or reducing or controlling increases in Operating Expenses, such as lighting retrofit
and installation of energy management systems. Such expenditures shall be amortized on a straight
line basis over the useful life of the improvement or a fifteen (15) year period, whichever is
shorter.



          Goods and services purchased from Landlord’s subsidiaries and Affiliates to provide the goods
or perform the services listed above shall be included as Operating Expenses to the extent the cost
of same is generally consistent with rates charged by unaffiliated third parties for similar goods
and services.



     E. Exclusions from Operating Expenses. Operating Expenses exclude the following
expenditures:



          (1) Leasing commissions, attorneys’ fees, advertising, and other expenses related to leasing
tenant space and constructing improvements for the sole benefit of an individual tenant or of
Landlord or its subsidiaries or Affiliates.



          (2) Goods and services furnished to an individual tenant or occupant of the Building which are
above building standard.



          (3) Repairs, replacements and general maintenance paid by insurance proceeds, third parties or
condemnation proceeds.



          (4) Except as provided in Section 4.D(8), depreciation, amortization, interest payments on any
encumbrances on the Property and the cost of capital improvements or additions.



          (5) Costs of installing any specialty service, such as an observatory, broadcasting facility,
luncheon club, or athletic or recreational club.



          (6) Expenses for repairs or maintenance related to the Property which have been reimbursed to
Landlord pursuant to warranties, or service contracts, or by third parties.



          (7) Costs (other than reasonable maintenance costs) of any art work (such as sculptures or
paintings) used to decorate the Building.



          (8) Principal payments on indebtedness secured by liens against the Property, or costs of
financing, refinancing or mortgaging the Property.



          (9) Rental, gross receipts, sales and use, or other taxes, if any, imposed upon or measured by
rents, receipts or income attributable to ownership, use, occupancy, rental, leasing, operation or
possession of the Property.



          (10) Tax Expenses (defined below) paid separately pursuant to Section 4.I.



          (11) Electrical service costs paid separately pursuant to Section 4.H.



          (12) Costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the
late payment of Tax Expenses, utility bills and other costs incurred due to Landlord’s failure to
make payments when due, except such as may be incurred as a result of Tenant’s failure to timely
pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith.



     F. Intentionally Deleted.



     G. Audit Rights. Within sixty (60) days after Landlord furnishes its statement of
actual Operating Expenses for any Lease Year (including the Base Year) (the “Audit Election
Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such Lease
Year only, subject to the following conditions: (1) there is no uncured event of default under
this Lease after the expiration of any applicable cure period; (2) if a third party conducts the
audit, such audit shall be prepared by an independent certified public accounting firm of
recognized regional standing; (3) in no event shall any audit be performed by a firm retained on a
“contingency fee” basis; (4) the



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audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records
available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the
audit shall be conducted during Landlord’s normal business hours at the location where Landlord
maintains its books and records; (6) Tenant and its accounting firm shall treat any audit in a
confidential manner (except as required by law or to the extent necessary to enforce Tenant’s
rights hereunder) and shall each execute Landlord’s reasonable confidentiality agreement for
Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall,
at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the
final approved audit report is delivered to Landlord, and Landlord shall have the right to point
out errors or make suggestions with respect to such audit report, and any appropriate comments or
clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the
final audit report, it being the intention of the parties that Landlord’s right to review is
intended to prevent errors and not to unduly influence Tenant’s auditor in the preparation of the
final audit report. This paragraph shall not be construed to limit, suspend, or abate Tenant’s
obligation to pay Rent when due, including estimated Excess Operating Expenses in accordance with
Section 4.B above. Landlord shall credit any overpayment determined by the final approved audit
report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such
overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall
pay Landlord any underpayment determined by the final approved audit report within thirty (30) days
of determination. If the audit reveals that Landlord’s calculation of Operating Expenses for the
Lease Year under inspection was overstated by more than five percent (5%), then Landlord shall pay
Tenant’s actual reasonable out-of-pocket audit and inspection fees (specifically including any
reasonable travel and lodging expenses) applicable to the review of said Lease Year statement
within thirty (30) days after receipt of Tenant’s invoice therefor. The foregoing obligations
shall survive the expiration or termination of this Lease. If Tenant does not give written notice
of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s
Operating Expenses for the applicable Lease Year shall be deemed approved for all purposes, and
Tenant shall have no further right to review or contest the same. The right to audit granted
hereunder is personal to the initial Tenant named in this Lease and to any assignee under a
Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of
the Premises.



     H. Electrical Costs. In addition to the Excess Operating Expenses, and as a separate
obligation, Tenant shall pay Landlord Tenant’s Pro Rata Share of the following costs incurred by
Landlord (provided that such costs shall be the actual costs incurred by Landlord with no mark-up
for profit by Landlord): (1) electrical services used in the operation, maintenance and use of the
Property (but not including costs which are payable by tenants or occupants in the Building as
Hourly HVAC Charges (defined below) or applicable to separately metered portions of their
premises); (2) sales, use, excise and other taxes assessed by governmental authorities on
electrical services supplied to the Property; and (3) other directly related expenses which are
reasonably intended to reduce such costs and which are not otherwise included in Operating
Expenses. Tenant shall, with each monthly payment of Base Rent, pay Landlord’s estimate of
Tenant’s Pro Rata Share of such electrical service costs in the same manner as provided for
Operating Expenses in Sections 4.B and C. Tenant shall have the same rights to be provided
reasonable substantiating evidence of and to audit Landlord’s determination of Tenant’s Pro Rata
Share of such electrical service costs as are given Tenant with respect to Operating Expenses.
Tenant shall be entitled to Tenant’s Pro Rata Share of any refunds and rebates Landlord receives
from the electricity provider which are applicable to the Property, and Tenant shall not bear any
expense for any costs or penalties incurred by Landlord for late payments of same to the provider
so long as such late payment is not the result of Tenant’s failure to timely pay its portion of
such amounts.



     I. Tax Expenses. In addition to the Excess Operating Expenses, and as a separate
obligation, Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Tax Expenses
(hereinafter defined) for each calendar year during the Term exceed Tax Expenses for the Tax Base
Year (the “Excess Tax Expenses”). “Tax Expenses” are defined as the following costs incurred by
Landlord: real estate taxes, assessments, excises, fees, levies, charges and other taxes of every
kind and nature whatsoever, general and special, extraordinary and ordinary, foreseen and
unforeseen, including interest on installment payments for other than ad valorem real property
taxes, which may be levied or assessed against or arise in connection with ownership, use,
occupancy, rental, leasing, operation or possession of the Property. Tax Expenses shall include,
without limitation: (i) any tax on the rent or other revenue from the Property, or any portion
thereof, or as against the business of owning or leasing the Property, or any portion thereof,
including any business, franchise, gross margins, or similar tax payable by Landlord which is
attributable to rent or other revenue derived



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from the Property, (ii) any assessment, tax, fee, levy, or charge allocable to or measured by
the area of the Premises or the Rent payable hereunder, (iii) personal property taxes for property
that is owned by Landlord and used in connection with the operation, maintenance and repair of the
Property, and (iv) any assessment, tax, fee, levy or charge substituted, in whole or in part, for a
tax previously in existence, or assessed in lieu of a tax increase. Tax Expenses shall not include
(a) Landlord’s estate, excise or income taxes (except for the rent, gross margins and similar taxes
attributable to rent or other revenue derived from the Property described above), or (b) penalties
and interest on Tax Expenses except such as may be incurred as a result of Tenant’s failure to
timely pay its portion of such Tax Expenses or as a result of Landlord’s contesting such amounts in
good faith. Tenant shall pay Tenant’s Pro Rata Share of such Excess Tax Expenses on or before the
later of December 1 of each year or thirty (30) days after notice from Landlord specifying the
amount due. Landlord shall, within five (5) days after receipt of written request from Tenant,
deliver to Tenant a copy of the relevant tax statements upon which the calculation of Tenant’s Pro
Rata Share of Excess Tax Expenses is based. The term “Tax Base Year” shall mean actual Tax
Expenses for calendar year 2008 determined as if Landlord had owned the Property for the entire
calendar year. For purposes of this Lease, Tax Expenses shall not be reduced by any program grants
paid under the EDA (hereinafter defined). Tenant agrees that, as between Tenant and Landlord,
Landlord has the sole right to contest taxes levied against the Building and the Property (other
than taxes levied directly against Tenant’s personal property within the Premises). Landlord shall
use commercially reasonable efforts to control increases in property taxes by protesting tax
appraisals of the Property; provided, however, that if Landlord determines in its commercially
reasonable opinion, that such protest would have adverse consequences, Landlord may elect not to
pursue to protest. Notwithstanding the foregoing, Landlord agrees to protest the 2009 tax
appraisal if it exceeds the 2008 appraisal by more than ten percent (10%). Landlord shall, within
five (5) days after receipt of written request from Tenant, supply Tenant with a copy of the tax
assessment and/or tax appraisal on the Property and other relevant non-proprietary written
information obtained in connection with an assessment and/or appraisal. Landlord will inform
Tenant of Landlord’s plan and process with respect to contesting or protesting taxes, levies or the
appraised value of the Property. In addition, upon written request by Tenant, Landlord will invite
a representative of Tenant to attend a strategic planning meeting at Tenant’s sole cost and expense
with Landlord’s property tax personnel regarding the taxes, levies and appraised value of the
Property. Such meeting will be held at least five (5) days prior to the deadline for contesting or
protesting taxes, in a location to be selected by Landlord.



     J. Program Grants. Notwithstanding anything to the contrary contained in Section 4.I
above, the parties (i) acknowledge that Tenant is a party to an Economic Development Program
Agreement with the City of Fort Worth, Texas (“City”) dated October 14, 2002 (as amended on April
26, 2005, collectively, the “EDA”), and (ii) agree that the following terms shall govern the
benefits received by Tenant thereunder:



          (1) Throughout the Term and any extensions thereof, Tenant shall be the sole administrator of
the rights and obligations under the EDA. On the Commencement Date, Landlord and Tenant shall
execute an agreement whereby Tenant assigns, and Landlord assumes, an undivided interest in the
obligations under the EDA, including the obligations to comply with the commitments set forth in
Sections 5.2 and 5.3 of the EDA (the “Partial Assignment”). Immediately upon expiration or earlier
termination of this Lease, Tenant shall assign to Landlord all of Tenant’s rights and obligations
under the EDA to the extent such rights are assignable and without any representation, covenant or
warranty with respect to the enforceability of such assignment or the rights and obligations under
the EDA.



          (2) Landlord agrees to pay prior to delinquency all real property taxes described in the EDA.



          (3) During the Term and any extensions thereof, Tenant shall make application to the City each
year for all of the program grants allowed under the EDA. Landlord agrees to deliver to Tenant
prior to January 15 of each calendar year all information Tenant reasonably requests in order to
prepare such application for the preceding calendar year. Landlord, at no cost to Tenant, shall
have the right to approve the application prior to submission to the City, but such approval shall
not be unreasonably withheld, conditioned or delayed. After the expiration or earlier termination
of this Lease, Landlord shall make application to the City for all of the program grants allowed
under the EDA. Tenant agrees to deliver to Landlord prior to January 15 of the following calendar
year all information Landlord reasonably requests in order to prepare such application for the
calendar year immediately preceding the expiration or termination of this Lease. Tenant, at no
cost to Landlord,



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shall have the right to approve the application prior to submission to the City, but such
approval shall not be unreasonably withheld, conditioned or delayed. Each application shall
contain specific allocations of the portions of the program grant payments attributable to (i)
taxes paid on Tenant’s personal property, (ii) taxes paid on Landlord’s personal property, and
(iii) real property taxes paid on the Property.



          (4) Landlord shall retain any and all of the program grants it receives from the City
attributable to taxes paid on Landlord’s personal property. Landlord agrees to pay the program
grant payments which are attributable to taxes paid on Tenant’s personal property to Tenant within
ten (10) Business Days after receipt from the City. If Landlord fails to reimburse Tenant for such
amounts within such ten (10) Business Day period, Tenant shall thereafter be entitled to deduct
such amounts from the next sum(s) due by Tenant under this Lease.



          (5) Pursuant to the terms of the Partial Assignment, Tenant agrees to instruct the City to
deliver the program grants payable under the EDA to an account designated by Landlord. Landlord
agrees to deliver to Tenant within ten (10) Business Days after receipt from the City (if ever) a
sum equal to Tenant’s Pro Rata Share (as same may fluctuate from time to time) multiplied by the
total amount of the program grants Landlord receives from the City attributable to real property
taxes paid by Landlord on the Property during the preceding calendar year. If Landlord fails to
reimburse Tenant for such amounts within such ten (10) Business Day period, Tenant shall thereafter
be entitled to deduct such amounts from the next sum(s) due by Tenant under this Lease. The
program grant payments applicable to real property taxes for calendar year 2008 shall be prorated
on a per diem basis, with Tenant being entitled to the portion of such payments relating to the
period from January 1, 2008 through the day before the Commencement Date and Landlord being
entitled to the portion of such payments relating to the period from the Commencement Date through
December 31, 2008, less Tenant’s Pro Rata Share as set forth above.


5. Tenant’s Use of Premises.




     A. Permitted Uses. The Premises shall be used only for general office use (the
“Permitted Use”) and for no other use whatsoever. Tenant shall not use or permit the use of the
Premises for any purpose which is illegal, creates obnoxious odors (including tobacco smoke),
noises or vibrations, is dangerous to persons or property, or which, in Landlord’s reasonable
opinion, unreasonably disturbs any other tenants of the Building or interferes with the operation
or maintenance of the Property or any work by Landlord or its contractors in the Premises. Except
as provided below, the following uses are expressly prohibited in the Premises: schools,
government offices or agencies; personnel agencies; collection agencies; credit unions; data
processing, telemarketing or reservation centers; medical treatment and health care; radio,
television or other telecommunications broadcasting; restaurants and other retail; customer service
offices of a public utility company; or any other purpose which would, in Landlord’s reasonable
opinion, impair the reputation or quality of the Building, overburden any of the Building systems,
Common Areas or parking facilities (including any use which would create a population density in
the Premises which is in excess of the density which is standard for the Building), impair
Landlord’s efforts to lease space or otherwise interfere with the operation of the Property.
Notwithstanding the foregoing, the following ancillary uses are permitted in the Premises only so
long as they do not, in the aggregate, occupy more than 20% of the Rentable Square Footage of the
Premises: (1) the following services provided by Tenant exclusively to its employees: schools,
training and other educational services; credit unions; flu shots; sample sales; and similar
employee services; (2) the following services directly and exclusively supporting Tenant’s
business: telemarketing; reservations; storage; data processing; debt collection; and similar
support services. The rights set forth in the preceding sentence allowing certain ancillary uses
are personal to the specific party originally identified as the “Tenant” under this Lease and under
any Permitted Transfer and may not be transferred, shared or assigned in whole or in part to any
assignee, subtenant or other tenant in the Building. Except with respect to any space located on
the first floor, the terrace floor or the 20th floor of the Building, Landlord shall
require that the Building be used only for the Permitted Use and the ancillary uses permitted
above. Landlord shall not use or permit the use of the Building for any purpose which is illegal,
creates noises or vibrations, is dangerous to persons or property, or which, in Landlord’s
reasonable opinion, unreasonably disturbs any other tenants of the Building or interferes with the
operation or maintenance of the Property. No tobacco smoke shall be permitted in any portion of
the terrace or first floor lobby of the Building. Landlord also agrees, provided Tenant is not in
default beyond any applicable cure period, not to lease any portion of the Building to a retailer
whose primary business is the sale of home furnishings.



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     B. Compliance with Laws. Tenant shall comply with all Laws regarding the use,
condition, configuration and occupancy of the Premises and the use of the Common Areas. Tenant,
within ten (10) days after receipt, shall provide Landlord with copies of any notices Tenant
receives regarding a violation or alleged or potential violation of any Laws affecting the
Premises. Tenant shall comply with the rules and regulations of the Building attached as
Exhibit B and such other reasonable rules and regulations (or modifications thereto)
adopted by Landlord from time to time; provided that in the event there is a conflict between the
rules and regulations and this Lease, the terms of this Lease shall govern. Landlord shall enforce
the rules and regulations for the Building in a reasonably nondiscriminatory manner. Tenant shall
also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply
with all such rules and regulations.



     C. Tenant’s Security Responsibilities. Tenant shall (1) lock the doors to the
Premises and take other reasonable steps to secure the Premises and the personal property of all
Tenant Parties (defined in Article 13) and any of Tenant’s transferees, contractors or licensees in
the Common Areas and parking facilities of the Building and Property, from unlawful intrusion,
theft, fire and other hazards; (2) keep and maintain in good working order all security and safety
devices installed in the Premises by or for the exclusive benefit of Tenant (such as locks, smoke
detectors and burglar alarms); and (3) cooperate with Landlord and other tenants in the Building on
Building safety matters. Tenant acknowledges that any security or safety measures employed by
Landlord are for the protection of Landlord’s own interests; that Landlord is not a guarantor of
the security or safety of the Tenant Parties or their property; and that such security and safety
matters are the responsibility of Tenant and the local law enforcement authorities. Landlord
acknowledges that the data center located on the 8th floor of the Building and the
telecom closets on each floor of the Premises are “Secured Areas”. Landlord shall not have access
to such Secured Areas except (i) in the event of an emergency, in which case, Landlord may use
whatever means necessary to access such Secured Areas, at no expense to Landlord, and (ii) in the
event of a Landlord or Mortgagee inspection, in which case Landlord shall provide 24 hours prior
written notice to Tenant of the date and time of such inspection. Landlord agrees that (a) such
inspections shall not take place more than four (4) times in any calendar year and (b) an agent or
employee of Tenant will accompany Landlord and or its Mortgagee during any such inspections of the
Secured Areas. Landlord shall not be required to provide janitorial or other services to the
Secured Areas which services require Landlord’s employees or agents to have access to such Secured
Areas.


6. Security Deposit. Intentionally Deleted.



7. Services Furnished by Landlord.




     A. Standard Services. Subject to the provisions of this Lease, Landlord agrees to
furnish (or cause a third party provider to furnish) the following services to Tenant during the
Term:



          (1) Water (at the normal temperature of the water supply to the Building) for use in the
lavatories, toilets and kitchens on each floor on which the Premises are located.



          (2) Heat and air conditioning in season during Normal Business Hours, at such temperatures and
in such amounts as required by governmental authority or as supplied in Comparable Buildings.
Tenant, upon such notice as is reasonably required by Landlord (but not more than twenty-four (24)
hours notice), and subject to the capacity of the Building systems, may request HVAC service during
hours other than Normal Business Hours. Tenant shall pay Landlord for such additional service at a
rate equal to $50.00 per operating hour per floor (the “Hourly HVAC Charge”). Beginning on the
first anniversary of the Commencement Date, Landlord shall have the right, upon thirty (30) days
prior written notice to Tenant, to adjust the Hourly HVAC Charge from time to time, but not more
than once per calendar year, based proportionately upon increases in HVAC costs, which costs
include utilities, taxes, surcharges, labor, equipment, maintenance and repair to the extent (and
only to the extent) Landlord’s actual, out-of-pocket expenses in providing such services increase
following the Commencement Date, and any notice of increase in cost shall contain a detailed
summary of the basis for the cost increase and a comparison to 2008 costs. No adjustments to the
Hourly HVAC Charge shall cause same to exceed the rates charged for such services in Comparable
Buildings. Notwithstanding the foregoing, Tenant shall, at its sole cost and expense, install and
maintain a submeter for the portion of the Premises located on the 7th and
8th floors of the Building and pay to Landlord the actual cost of the HVAC service on
such floors pursuant to Section 8.C. Tenant may require HVAC Service during hours other than
Normal Business Hours for such submetered floors and shall not be charged an Hourly HVAC Charge for
such additional service provided to such submetered floors.



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          (3) Maintenance and repair of the Property as described in Section 9.B.



          (4) Janitorial service five days per week (excluding Holidays), similar to the service
provided in Comparable Buildings (hereinafter defined). If Tenant’s use of the Premises, floor
covering or other improvements requires special services in excess of the standard services for the
Building, Tenant shall pay the additional cost attributable to the special services.
Notwithstanding the foregoing, Tenant will contract separately for janitorial services in the
Secured Areas using contractors approved by Landlord, which approval shall not be unreasonably
withheld.  Sealco, the contractor employed by Tenant on the Commencement Date to provide
janitorial services to the Secured Areas, has been approved by Landlord.



          (5) Passenger elevator service to the floors on which the Premises are located for ingress to
and egress from the Premises and freight elevator service in common with other Building occupants,
subject to periodic elevator repair and maintenance, events of Force Majeure, casualty,
governmental regulation and Landlord’s reasonable policies and procedures for use of the
elevator(s) in the Building.



          (6) Exterior window washing at such intervals as determined by Landlord, but not less
frequently than twice each calendar year.



          (7) Maintain and manage the current level of security for the Building and the Parking
Facilities (as such term is defined in Exhibit C attached hereto) as an Operating
Expense including without limitation, a multi-function card-key building access system to
the Premises and Parking Facilities and throughout the Building (including the stairwells).
Landlord shall provide such security requirements in the Building as necessary for Tenant to comply
with Payment Card Industry Data Security Standards; provided however, to the extent the costs
related to compliance with such standards exceeds the security costs paid for such compliance in
the Base Year, all of such excess costs shall be paid by Tenant to Landlord within thirty (30) days
after notice from Landlord. Landlord agrees to maintain restricted access to the NetPop rooms and
all telecom rooms that are not located in the Premises. Landlord also agrees to provide
“add/change/delete” services with respect to Tenant’s employee’s card-keys within one (1) Business
Day after receipt of the necessary instructions from Tenant.



          (8) Electricity to the Premises for general office use, in accordance with and subject to the
terms and conditions in Article 8.



          (9) Access to the Premises and the Parking Facilities 24 hours a day, 365 days a year (subject
to the provisions of this Lease with respect to casualty and condemnation); provided, however,
during periods after Normal Business Hours, Landlord may establish reasonable rules and regulations
in connection with such access.



          (10) Extermination service at such intervals as reasonably determined by Landlord.



          (11) A cafeteria or other similar food service provider offering food for purchase on the
terrace level of the Building, substantially similar or better in Landlord’s reasonable judgment to
the food services currently being provided in the Building by Sodexho; provided, however, Landlord
shall not be required to continue such cafeteria or food service unless there are at least 640
occupants in the Building.



          (12) Maintain the current loading dock and related service areas.



          (13) Although Landlord will not provide wireless network services for the Building, Landlord
agrees not to remove the existing WiFi infrastructure in the Premises or modify such infrastructure
in any way which would adversely impact Tenant’s ability to use such wireless services.



          (14) Landlord acknowledges that the following specialized equipment and systems are critical
to Tenant’s data center operations and the operation of the NetPop rooms located on the terrace
level of the Building (collectively, “Tenant’s Critical Operations”): water-cooled electric water
chillers, roof mounted cooling tower, the emergency generator, chilled water pumps, condenser water
pumps, automatic transfer switch, manual transfer switch and the Building automation system and the
related electrical and water supply systems (collectively, “Critical Systems and Equipment”).
Tenant represents and warrants to Landlord that the Critical Systems and Equipment were initially
installed in the Building by Tenant and are being transferred to



-12-









 







Landlord on the Commencement Date in good working order and condition. From and after the
date of installation, Tenant has performed all scheduled maintenance and testing of the Critical
Systems and Equipment at the manufacturers’ recommended levels and intervals and has provided
Landlord with copies of such maintenance and testing records and logs. Landlord shall not make any
alterations, modifications or improvements to the Critical Systems and Equipment if such
alterations, modifications or improvements would adversely affect Tenant’s Critical Operations.
Landlord shall perform all scheduled maintenance and testing of the Critical Systems and Equipment
at the manufacturers’ recommended levels and intervals and shall provide Tenant with copies of such
maintenance and testing records and logs. Notwithstanding Landlord’s obligation to perform such
maintenance, testing and repairs to Critical Systems and Equipment and notwithstanding anything to
the contrary in Section 7.B, Landlord shall not intentionally interrupt or reduce any electrical or
water services at the Building or perform any maintenance, testing or repairs to the Critical
Systems and Equipment without first obtaining Tenant’s approval as to the time, duration and scope
of any such activity, such approval not to be unreasonably withheld.



     The services described in subsections (1) through (13) above shall be subject to reasonable
changes by Landlord so long as such services are comparable to those provided in Comparable
Buildings during the Term (and any renewals or extensions thereof). “Comparable Buildings” shall
mean other comparable first-class office buildings in the downtown Fort Worth, Texas area, taking
into account age, size, location and other relevant operating factors.



     B. Service Interruptions. For purposes of this Lease, a “Service Failure” shall mean
any interruption, suspension or termination of services being provided to Tenant by Landlord or by
third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with
Landlord, which are due to (1) the application of Laws; (2) the failure, interruption or
malfunctioning of any electrical or mechanical equipment, utility or other service to the Building
or Property; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the
occurrence of any other event or cause whether or not within the reasonable control of Landlord.
Landlord shall provide Tenant no less than three (3) Business Days’ prior written notice of any
upcoming Service Failure of which Landlord has control or actual advance knowledge or notice,
except in the event of a real or apparent emergency; and Landlord shall use commercially reasonably
efforts to minimize any disruption to Tenant’s use and occupancy of the Premises due thereto.
Except as otherwise provided in this Lease, no Service Failure shall render Landlord liable to
Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or relieve
Tenant from the obligation to fulfill any covenant or agreement. Any provision herein to the
contrary notwithstanding, if a Service Failure relating to an interruption or termination of an
Essential Building Service (“Essential Service Failure”) continues for a period of three (3)
consecutive Business Days after Landlord’s receipt of Tenant’s written notice of the Service
Failure, Tenant shall have the following rights and remedies:



     (i) Effective on the fourth (4th) consecutive Business Day after such Essential
Service Failure, Tenant shall be entitled to an equitable abatement of Rent commensurate to that
portion of the Premises not being reasonably usable by Tenant for the Permitted Use (unless the
Essential Service Failure is caused by a fire or other casualty, in which event Section 16
controls) calculated on a per square foot basis and ending at the time the Premises or such
applicable portion are again suitable for use by Tenant for its Permitted Use.



     (ii) If such Essential Service Failure results in the Premises or any material portion thereof
not being reasonably usable by Tenant for the Permitted Use (“Untenantable”), and is not cured
within fifteen (15) days (“First Cure Period”) after Landlord’s receipt of Tenant’s written notice
of the Essential Service Failure (or within such longer period of time as is reasonably necessary
to cure such Essential Service Failure if it cannot be cured within the First Cure Period, and
Landlord has commenced and is diligently and continuously pursuing such cure within the First Cure
Period but in no event to exceed thirty (30) days after Landlord’s receipt of Tenant’s written
notice of the Essential Service Failure), then Tenant, at its option, shall have the right to cure
such Essential Service Failure, if curable by Tenant without voiding any applicable warranties
pertaining to Building systems or components, provided such cure is effectuated in the manner of a
prudent commercial landlord (which includes giving at least 24 hours written notice prior to
entering the space of another tenant if necessary to perform the cure), and in accordance with the
provisions hereof. In the event Tenant proposes to undertake to correct or cure such Essential
Service Failure, Tenant shall submit to Landlord a description of the steps Tenant intends to take,
in the manner of a prudent commercial landlord, to correct or cure the Essential Service Failure
(the “Self Help Notice”). Unless Landlord commences the curative action specified in Tenant’s Self
Help Notice



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within two (2) Business Days after Landlord’s receipt thereof and diligently thereafter
prosecutes cure of the Service Failure but in no event to exceed an additional thirty (30) days
after such 2 Business Day period, Tenant may (after Landlord’s failure to commence within the 2
Business Day period, diligently pursue to completion, or complete within such additional 30 day
period, as applicable) proceed with the cure of the Essential Service Failure in the manner
specified in the Self Help Notice. If Tenant so effectuates a cure of the Essential Service
Failure and restores the Premises to tenantable condition thereby, then Landlord shall reimburse
Tenant for Tenant’s reasonable out-of-pocket costs incurred in connection with such cure. If
Landlord fails to reimburse Tenant for such reasonable costs within thirty (30) days after receipt
of written notice thereof, Tenant shall thereafter be entitled to deduct such reasonable sums from
the Base Rent payable by Tenant under this Lease and due for the month or months following the
month in which the said sums were so expended by Tenant; provided however, if such sums exceed
twenty percent (20%) of the monthly installment of Base Rent, Tenant shall deduct such excess from
the next monthly installment(s) of Base Rent (not to exceed twenty percent (20%) thereof) until
fully reimbursed. In addition, Tenant’s right to self-help under this Section 7.B is personal to
the party named as Tenant herein, and shall terminate upon assignment of this Lease (except
pursuant to a Permitted Transfer) or subletting of more than twenty percent (20%) of the Premises.
Tenant shall Indemnify and Defend the Landlord Parties and other tenants and occupants of the
Building from and against all Claims in connection with or arising out of Tenant’s cure of or
attempt to cure any Essential Service Failure. 



     (iii) If such Essential Service Failure results in the Premises or any material portion
thereof being Untenantable, and is not cured within sixty (60) days (“Second Cure Period”) after
Landlord’s receipt of Tenant’s written notice of such Essential Service Failure (or within such
longer period of time as is reasonably necessary to cure such Essential Service Failure if it
cannot be cured within the Second Cure Period, and Landlord has commenced and is diligently and
continuously pursuing such cure within the Second Cure Period but in no event to exceed one hundred
twenty (120) days after Landlord’s receipt of Tenant’s written notice of the Essential Service
Failure), then Tenant, at its option, may terminate this Lease and all of its obligations for the
remaining balance of the Term, and any renewals or extensions thereof, whichever shall be
applicable, and the parties hereto shall be relieved of all liabilities and obligations hereunder
(other than those which expressly survive termination) as of the date of Tenant’s written notice of
termination pursuant to this Section 7.B. Notwithstanding the foregoing, if the Essential Service
Failure is caused by the gross negligence or intentional misconduct of a Tenant Party, Tenant shall
not be entitled to the termination rights expressed in this Section 7.B, and if the Service Failure
is caused by a fire or other casualty, Section 16 of this Lease controls. As used herein,
“Essential Building Services” shall mean ventilation, heating and air conditioning, passenger
elevator service, access to the Building, water (including chilled water supply), sewer service,
and electricity. Landlord shall exercise commercially reasonable efforts to remove the cause of
such Essential Service Failure and restore reasonable access to the Premises and/or the Building,
utility and/or service as soon as possible to the levels existing prior to such Essential Service
Failure.



     C. Third Party Services. If Tenant desires any service which Landlord has not
specifically agreed to provide in this Lease, such as private security systems or
telecommunications services serving the Premises, Tenant shall procure such service directly from a
reputable third party service provider (“Provider”) for Tenant’s own account. Tenant shall require
each Provider to comply with the Building’s rules and regulations, all Laws, and Landlord’s
reasonable policies and practices for the Building. Tenant acknowledges Landlord’s current policy
that requires all Providers utilizing any area of the Property outside the Premises to be approved
by Landlord and to enter into a written agreement reasonably acceptable to Landlord prior to
gaining access to, or making any installations in or through, such area. Accordingly, Tenant shall
give Landlord written notice sufficient for such purposes.


8. Use of Electrical Services by Tenant.




     A. Landlord’s Electrical Service. Subject to the terms of this Lease, Landlord shall
furnish building standard electrical service to the Premises sufficient for (i) low voltage
capacity (120/128) volts) for up to 5.0 watts per Rentable Square Foot to operate machines of low
voltage electrical consumption, such as typewriters, calculators, photocopiers, telecommunication
equipment, desktop and stand alone and network computers and word processors, and (ii) high voltage
capacity (277/480 volts) for up to 4.0 watts per Rentable Square Foot to operate fluorescent
lighting and equipment of high voltage electrical consumption
(“Electrical Capacity”). Upon
Landlord’s reasonable belief that Tenant’s consumption exceeds Electrical Capacity, Landlord may,



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from time to time (but not more frequently than once per calendar year), calculate Tenant’s
actual electrical consumption in the Premises (on floors other than those which are submetered) by
a survey conducted by a reputable consultant selected by Landlord, all at Tenant’s reasonable
expense, but such expense shall only be charged to Tenant if the survey determines that Tenant’s
electrical consumption is above Electrical Capacity. The cost of any electrical consumption used
by equipment designed to operate 24 hours a day/7 days a week, supplemental cooling units, or any
other equipment located on floors which are not submetered, which exceeds Electrical Capacity shall
be paid by Tenant in accordance with Section 8.D. If an audit performed by Tenant pursuant to
Section 4.H reveals that the electrical consumption of another tenant or occupant in the Building
exceeds Electrical Capacity and the premises of such other tenant or occupant is not then
separately metered, Landlord will, at Landlord’s option, install an electrical consumption submeter
in such other tenant’s or occupant’s premises or equitably allocate such excess electrical expense
to such other tenant or occupant. The furnishing of electrical services to the Premises shall be
subject to the rules, regulations and practices of the supplier of such electricity and of any
municipal or other governmental authority regulating the business of providing electrical utility
service. Landlord shall not be liable or responsible to Tenant for any loss, damage or expense
which Tenant may sustain or incur if either the quantity or character of the electrical service is
changed or is no longer available or no longer suitable for Tenant’s requirements, subject to
Tenant’s rights and Landlord’s obligations pursuant to Article 7.



     B. Selection of Electrical Service Provider. Landlord shall have and retain the sole
right to select the provider of electrical services to the Building and/or the Property provided
that Landlord shall use commercially reasonable efforts to obtain services and rates competitive
with those services and rates obtained by landlords for Comparable Buildings whose contracts were
negotiated during the same periods of time and with providers of comparable quality. To the
fullest extent permitted by Law, Landlord shall have the continuing right to change such utility
provider. All charges and expenses incurred by Landlord due to any such changes in electrical
services, including maintenance, repairs, installation and related expenses which are reasonably
intended to reduce such costs, shall be included in the electrical services costs referenced in
Section 4.H, unless paid directly by Tenant.



     C. Submetering. Landlord shall have the continuing right, upon 30 days written
notice, to install an electrical consumption submeter for the Premises at Tenant’s expense, but
such installation shall only occur if Landlord has a reasonable belief (based upon a survey
performed pursuant to Section 8.A) that Tenant’s electrical consumption has increased by more than
ten percent (10%) over Tenant’s electrical consumption during the Base Year. If submetering is
installed for the Premises, as allowed herein, Landlord may charge for Tenant’s actual electrical
consumption monthly in arrears for the kilowatt hours used, a rate per kilowatt hour equal to that
charged to Landlord by the provider of electrical service to the Building during the same period of
time along with any other out-of-pocket related costs paid by Landlord for such electrical
consumption (but not to the extent such other out of pocket related costs are included in Operating
Expenses or in the costs payable by Tenant under Section 4.H), except as to electricity directly
purchased by Tenant from third party providers after obtaining Landlord’s consent to the same (such
consent not to be unreasonably withheld). In the event Landlord is unable to determine the exact
kilowatt hourly charge during the period of time, Landlord shall use the average kilowatt hourly
charge to the Building for the first billing cycle ending after the period of time in question.
Even if the Premises are submetered, Tenant shall remain obligated to pay Tenant’s Pro Rata Share
of the cost of electrical services as provided in Section 4.H, except that Tenant shall be entitled
to a credit against electrical services costs equal to that portion of the amounts actually paid by
Tenant separately and directly to Landlord which are attributable to building standard electrical
services submetered to the Premises.



     D. Excess Electrical Service. Except for submetered floors, Tenant’s use of
electrical service shall not exceed, in voltage, rated capacity, use beyond Normal Business Hours
or overall load, Electrical Capacity for the Premises. If Tenant requests permission to consume
excess electrical service, Landlord may condition consent upon conditions that Landlord reasonably
elects (including the installation of utility service upgrades, meters, submeters, air handlers or
cooling units). The costs of any approved additional consumption (to the extent permitted by Law),
installation and maintenance shall be paid by Tenant.




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9. Repairs and Alterations.




     A. Tenant’s Repair Obligations. Tenant shall keep the Premises in good condition and
repair, ordinary wear and tear excepted, except as provided in Section 9.B below. Tenant’s repair
obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring;
(2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone
and data cabling and related equipment (collectively, “Cable”) that is installed by or for the
exclusive use of Tenant whether located in the Premises or in other portions of the Building; (6)
supplemental air conditioning units, private showers and kitchens, including hot water heaters,
plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone
rooms used exclusively by Tenant; and (8) Alterations (defined below) performed by contractors
retained by Tenant, including related HVAC balancing. Prior to performing any such repair
obligation, Tenant shall give written notice to Landlord describing the necessary maintenance or
repair. Upon receipt of such notice, Landlord may elect either (a) to perform any of the
maintenance or repair obligations specified in such notice (provided Landlord’s charge for such
work is competitive with the fees charged for comparable work by contractors performing work in the
Fort Worth, Texas area who are similarly experienced in comparable work), or (b) require that
Tenant perform such obligations by using contractors approved by Landlord, which approval shall not
be unreasonably withheld. Notwithstanding the foregoing, if the maintenance or repair will cost
less than $25,000, Tenant may perform such obligations pursuant to (b) above. All work shall be
performed at Tenant’s expense in accordance with the rules and procedures described in Section 9.C
below. If Tenant fails to commence and complete any repairs to the Premises for more than fifteen
(15) days after notice from Landlord (although notice shall not be required if there is an
emergency) or such longer period of time as may be reasonably necessary provided Tenant diligently
pursues such repairs to completion, Landlord may, in addition to any other remedy available to
Landlord, make the repairs, and Tenant shall pay to Landlord the reasonable cost of the repairs
within thirty (30) days after receipt of an invoice, together with an administrative charge in an
amount equal to ten percent (10%) of the cost of the repairs.



     B. Landlord’s Repair Obligations. Landlord shall keep and maintain in good repair and
working order and make repairs to and perform maintenance upon: (1) structural elements of the
Building; (2) standard mechanical (including HVAC), electrical, plumbing and fire/life safety,
building automation and security systems serving the Building generally [including without
limitation, the Critical Systems and Equipment (defined in Section 7.A(14))]; (3) Common Areas; (4)
the roof of the Building; (5) exterior windows of the Building; and (6) elevators serving the
Building. Landlord shall have no obligation to repair or perform maintenance on any of Tenant’s
furnishings, trade fixtures, equipment and inventory. Landlord shall promptly commence repairs
(taking into account the nature and urgency of the repair) for which Landlord is responsible and
complete such repairs within fifteen (15) days after receipt of notice from Tenant, or such longer
period of time as may be reasonably necessary provided Landlord diligently pursues such repairs to
completion.



     C. Alterations.



          (1) When Consent Is Required. Tenant shall not make alterations, additions or
improvements to the Premises or install any Cable in the Premises or other portions of the Building
(collectively, “Alterations”) without first obtaining the written consent of Landlord in each
instance, not to be unreasonably withheld. However, Landlord’s consent shall not be required for
any Alteration that satisfies all of the following criteria (a “Minor Alteration”): (a) is of a
cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is
not visible from outside the Premises or Building; (c) will not affect the systems or structure of
the Building; and (d) does not require work to be performed inside the walls or above the ceiling
of the Premises.




          (2) Requirements For All Alterations, Including Minor Alterations. Prior to starting
work on any Alteration (other than a Minor Alteration), Tenant shall furnish to Landlord for review
and approval, not to be unreasonably withheld: plans and specifications; names of proposed
contractors (provided that Landlord may designate specific contractors with respect to Building
systems); copies of contracts; necessary permits and approvals; evidence of contractors’ and
subcontractors’ insurance; and evidence of Tenant’s security for performance of the Alteration.
Changes to the plans and specifications must also be submitted to Landlord for its approval, not to
be unreasonably withheld. Some of the foregoing requirements may be waived by Landlord; provided
that such waiver is obtained in writing prior to the commencement of such Alterations. Landlord’s
waiver on one occasion shall not waive Landlord’s right to enforce such requirements on any other


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occasion. Landlord has approved the work being done in the Premises by James R. Thompson,
Inc. pursuant to that certain Amendment A to AIA Document A101-1997 dated April 21, 2008 (the “JRT
Contract”). Alterations shall be constructed in a good and workmanlike manner using materials of a
quality that is at least equal to the quality designated by Landlord as the minimum standard for
the Building. Landlord may designate reasonable rules, regulations and procedures for the
performance of Alterations in the Building and, to the extent reasonably necessary to avoid
disruption to the occupants of the Building, shall have the right to designate the time when
Alterations may be performed. For any Alterations the cost of which exceeds $10,000, Tenant shall
pay to Landlord (within 30 days after receipt of an invoice from Landlord) a fee equal to 5% of the
cost of such Alterations in excess of $10,000, for Landlord’s oversight and coordination thereof.
Although Landlord has the right to oversee the construction under the JRT Contract, no fee will be
due to Landlord in connection with the JRT Contract. No later than thirty (30) days after
completion of the Alterations, Tenant shall furnish “as-built” plans (which shall not be required
for Minor Alterations), completion affidavits, full and final waivers of liens, receipts and bills
covering all labor and materials. Tenant shall assure that the Alterations comply with all
insurance requirements and Laws.




          (3) Landlord’s Liability For Alterations. Landlord’s approval of an Alteration shall
not be a representation by Landlord that the Alteration complies with applicable Laws or will be
adequate for Tenant’s use. Tenant acknowledges that Landlord is not an architect or engineer, and
that the Alterations (other than Minor Alterations) will be designed and/or constructed using
independent architects, engineers and contractors. Accordingly, Landlord does not guarantee or
warrant that the applicable construction documents will comply with Laws or be free from errors or
omissions, or that the Alterations will be free from defects, and Landlord will have no liability
therefor.



10. Entry by Landlord. During the last six (6) Lease Months of the Term, Landlord may
enter the Premises to show it to prospective tenants with twenty-four (24) hours’ advance written
notice and during Normal Business Hours. Landlord, its agents, contractors and representatives may
enter the Premises to inspect or examine the Premises, to clean and make repairs, alterations or
additions to the Premises as reasonably necessary or proper for the safety, improvement or
preservation of the Premises, and, subject to Section 7.B of this Lease, to conduct or facilitate
repairs, alterations or additions to any portion of the Building, including other tenants’
premises, so long as any such entry does not unreasonably interfere with Tenant’s use and occupancy
of the Premises. Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with at least twenty-four (24) hours’ prior
notice of any such entry into the Premises, which may be given orally. Subject to the terms of
Section 7.B above, Landlord shall have the right to temporarily close all or a portion of the
Premises to perform repairs, alterations and additions, if reasonably necessary for the protection
and safety of Tenant and its employees. Except in emergencies, Landlord will not close the
Premises if the work can reasonably be completed on weekends and after Normal Business Hours;
provided, however, that subject to Section 7.B above, Landlord is not required to conduct work on
weekends or after Normal Business Hours if such work can be conducted without closing the Premises
and without unreasonable interference with Tenant’s use and occupancy of the Premises. Subject to
the terms of Section 7.B above, entry by Landlord for any such purposes shall not constitute a
constructive eviction or entitle Tenant to an abatement or reduction of Rent. Notwithstanding the
above, any entry into the Secured Areas shall be in accordance with the provisions of Section 5.C.



11. Assignment and Subletting.




     A. Landlord’s Consent Required. Subject to the remaining provisions of this Article
11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall
not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or
sublease or allow any third party to use any portion of the Premises (collectively or individually,
a “Transfer”) without the prior written consent of Landlord, which consent shall not be
unreasonably withheld (except that Tenant may permit the use or occupancy of a portion of the
Premises not to exceed a total of 10% of the Rentable Square Footage of the Premises (and which
shall not be comprised of a full floor of the Premises) by representatives of any entity which is
then performing audit or similar services or services related to Tenant’s business which were
previously performed or could be performed by employees of Tenant). Without limitation, Tenant
agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed
transferee’s financial condition does not indicate the ability to fully perform the financial
obligations under this Lease as determined by Landlord in its reasonable discretion; (2) the
proposed transferee is a governmental organization, or Landlord is otherwise engaged in lease
negotiations with the proposed transferee for



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other premises in the Property; (3) any uncured event of default exists under this Lease; (4)
any portion of the Building or Premises would likely become subject to additional or different Laws
as a consequence of the proposed Transfer and such Laws would have a material and adverse affect on
Landlord; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any
exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business,
or activities of the proposed transferee (or its principals) does not meet the standards for
tenants of Comparable Buildings; (7) the proposed transferee is or has been involved in material
litigation with Landlord or any of its Affiliates within the past two (2) years; (8) Landlord
determines, in its reasonable discretion, that the proposed Transfer would be detrimental to
Landlord’s business or the operation of the Building; or (9) the proposed Transfer would adversely
and materially affect the program grants payable under the EDA at the time of the Transfer. Tenant
shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably
withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce
any such provision through specific performance or declaratory judgment. If Tenant prevails in
such action, then Tenant shall have the right to terminate the Lease with respect to the portion of
the Premises which was the subject of the proposed Transfer effective as of the earlier of the date
Tenant actually vacates such portion of the Premises or the date that the action is finally
adjudicated. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.



     B. Consent Parameters/Requirements. As part of Tenant’s request for, and as a
condition to, Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial
statements for the proposed transferee, a complete copy (unexecuted) of the proposed assignment or
sublease and other contractual documents, and such other information as Landlord may reasonably
request. If Landlord fails to notify Tenant that it approves or disapproves the proposed Transfer
within thirty (30) days after submission to Landlord of all of the items required under this
Section 11, and such failure continues for 5 additional Business Days after Landlord’s receipt of
written notice which states in bold typeface that “FAILURE TO NOTIFY TENANT OF APPROVAL OR
DISAPPROVAL WITHIN 5 BUSINESS DAYS WILL RESULT IN DEEMED APPROVAL OF THE PROPOSED TRANSFER”,
Landlord shall be deemed to have approved such proposed Transfer. Consent by Landlord to one or
more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent
Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any
obligation under this Lease, nor shall the acceptance of Rent from any assignee, subtenant or
occupant constitute a waiver or release of Tenant from any of its obligations or liabilities under
this Lease.



     C. Payment to Landlord. If the aggregate consideration paid to a Tenant Party for a
Transfer exceeds that payable by Tenant under this Lease (prorated according to the transferred
interest), Tenant shall pay Landlord fifty percent (50%) of such excess. Tenant shall pay Landlord
for Landlord’s share of any excess within thirty (30) days after Tenant’s receipt of such excess
consideration. If any uncured event of default exists under this Lease, Landlord may require that
all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit
against Rent in the amount of any payments received, but not to exceed the amount payable by Tenant
under this Lease.



     D. Intentionally Deleted.



     E. No Consent Required. Anything herein to the contrary notwithstanding and without
the express written consent of Landlord, Tenant may assign this Lease or sublease the Premises, in
whole or in part, to: (i) any corporation into which or with which Tenant has merged or
consolidated; (ii) any parent, subsidiary, successor, or Affiliate (as hereinafter defined) of
Tenant; (iii) any corporation which acquires all or substantially all of the assets or issued and
outstanding shares of capital stock of Tenant; or (iv) any partnership, the majority interest of
which shall be owned by the parent of Tenant (collectively, a “Permitted Transfer”); provided the
resulting entity from such merger or consolidation or the transferee, other than a parent,
subsidiary or affiliated corporation of Tenant from any such acquisition, shall have a net worth
not less than Tenant’s prior to the merger, consolidation, or acquisition; and provided further any
such assignee or sublessee, as the case may be, shall agree in writing to assume and perform all of
the terms and conditions of this Lease on Tenant’s part to be performed from and after the
effective date of such assignment or subletting. As used in this Lease, “Affiliate” means any
person or entity controlling, controlled by or under common control with Tenant (or Landlord, as
the case may be).



     F. Landlord’s Option to Recapture. If Tenant desires to sublease any portion of the
Premises, Tenant shall deliver written notice to Landlord at least ninety (90) days prior to the
date on



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which Tenant desires to vacate such portion of the Premises (the “Release Notice”), which
shall specify the portion of the Premises Tenant desires to sublease (the “Release Space”) and the
date by which Tenant desires to vacate such space (the “Release Date”) (which shall not be earlier
than ninety (90) days after Landlord’s receipt of the Release Notice). Any request for consent
required under Section 11.A above may be given at the same time, prior to or after delivery of the
Release Notice. Landlord shall have the option to recapture and thereby terminate Tenant’s lease
of the Release Space on the Release Date, provided Landlord gives written notice thereof to Tenant
not later than thirty (30) days after the receipt of the Release Notice. On the Release Date,
Tenant shall surrender the Release Space to Landlord in the condition required pursuant to Article
29 of this Lease and Tenant’s lease of the Released Space shall terminate. In the event Tenant
fails to timely surrender the Release Space in accordance with Article 29 of the Lease, effective
as of the date immediately following the Release Date and for so long as Tenant thereafter remains
in occupancy of the Release Space, Tenant shall pay holdover rent for the Release Space in
accordance with Article 24 of the Lease. If Landlord does not notify Tenant within thirty (30)
days after its receipt of the Release Notice that it has elected to recapture the Release Space,
Landlord shall be deemed to have elected not to recapture the Release Space. In such event, Tenant
shall have the right to sublease the Release Space, subject to the provisions of this Article 11.
If Tenant has not subleased the Release Space within 150 days after Landlord elected, or was deemed
to have elected, not to recapture the Release Space (which 150 day period shall be extended if
Tenant is then in good faith negotiations with a potential subtenant for the duration of such
negotiations), Tenant shall again be obligated to comply with the provisions of this Section 11.F.


12. Liens. Tenant shall not permit mechanic’s or other liens to be placed upon the
Property, Premises or Tenant’s leasehold interest in connection with any work or service done by or
for the benefit of Tenant. If a lien is so placed, Tenant shall, within twenty (20) days of notice
from Landlord of the filing of the lien, fully discharge the lien by settling the claim which
resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law. If Tenant fails to so discharge or bond or insure over the lien, then, in
addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien or
otherwise discharge the lien. Tenant shall, within thirty (30) days after receipt of an invoice
from Landlord, reimburse Landlord for any amount paid by Landlord, including reasonable attorneys’
fees, to bond or insure over the lien or discharge the lien.



13. Indemnity. Subject to Article 15, Tenant shall hold Landlord, its trustees,
Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors,
shareholders, employees, Mortgagee(s) (defined in Article 25) and agents (including the manager of
the Property) (collectively, “Landlord Parties”) harmless from, and indemnify and defend such
parties against, all liabilities, obligations, damages, penalties, claims, actions, costs, charges
and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed
upon, incurred by or asserted against any of such indemnified parties (each a “Claim” and
collectively “Claims”) that arise out of or in connection with any damage or injury occurring in
the Premises, even if such liabilities are caused solely or in part by the ordinary negligence
of a Landlord Party, but not to the extent such liabilities are caused by the gross negligence or
willful misconduct of a Landlord Party.



14. Insurance.




     A. Tenant’s Insurance. Subject to the attached Exhibit F, Tenant shall
maintain the following insurance (“Tenant’s Insurance”), at its sole cost and expense: (1)
commercial general liability insurance, including contractual liability, applicable to Tenant’s
business activities, the Premises and its appurtenances providing, on an occurrence basis, a per
occurrence limit of no less than $1,000,000; (2) causes of loss-special form (formerly “all risk”)
property insurance, covering all above building standard leasehold improvements and Tenant’s trade
fixtures, equipment, furniture and other personal property within the Premises (“Tenant’s
Property”) in the amount of the full replacement cost thereof; (3) business income (formerly
“business interruption”) insurance written on an actual loss sustained form or with sufficient
limits to address reasonably anticipated business interruption losses including the Tenant’s rent
obligations under this agreement; (4) commercial business automobile liability insurance to cover
all owned, hired and nonowned automobiles providing a minimum combined single limit of $1,000,000;
(5) workers’ compensation insurance as required by the state in which the Premises is located and
in amounts as may be required by applicable statute; (6) employer’s liability insurance in an
amount of at least $500,000 each accident, policy limit and each employee; and (7) umbrella
liability insurance that follows form in excess of the limits specified above in (1), (4) and (6),
with limits of no less than $5,000,000 per occurrence



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and in the aggregate. To the extent of the liabilities assumed by Tenant under this Lease,
all commercial general liability, commercial business automobile liability and umbrella liability
insurance policies shall name Landlord (or any successor), Landlord’s property manager, Landlord’s
Mortgagee (if any), and Affiliates of Landlord, as “additional insureds” and shall be primary with
respect to the Premises, with Landlord’s policy being secondary and noncontributory. If any
aggregate limit is reduced because of losses paid to below fifty percent (50%) of the limit
required by this Lease, Tenant will notify Landlord in writing within ten (10) days of the date of
reduction and shall, if requested by Landlord, reinstate or purchase such additional limits
required to remain in compliance with this Section 14.A. All policies of Tenant’s Insurance shall
contain endorsements that the insurer(s) shall give Landlord and the Property Manager at least 30
days’ advance written notice of any change, cancellation, termination or lapse of insurance.
Tenant shall provide Landlord with a certificate of insurance and all required endorsements
evidencing Tenant’s Insurance prior to the Commencement Date, and upon renewals on or before the
expiration of the insurance coverage. All of Tenant’s Insurance policies, endorsements and
certificates will be on forms and with deductibles and self-insured retention, if any, reasonably
acceptable to Landlord. Deductibles and self-insured retention of $1,000,000 and less shall be
deemed acceptable to Landlord, and amounts in excess of $1,000,000 shall require approval by
Landlord, but such approval shall not be unreasonably withheld, conditioned or delayed. Tenant
shall not be required to deliver a copy of its insurance policies to Landlord. The limits of
Tenant’s insurance shall not limit Tenant’s liability under this Lease. The foregoing insurance
and any other insurance carried by Tenant may be effected by a policy or policies of blanket
insurance and shall be under Tenant’s sole control. Tenant’s failure to fulfill its obligations
under this Section 14.A within the time frames specified above, and the continuation of any such
failure for a period of two (2) days after Landlord delivers a written notice requesting same,
shall constitute a Time Sensitive Default under this Lease.



     B. Landlord’s Insurance. Landlord shall maintain: (1) commercial general or excess
liability insurance, including contractual liability, applicable to the Property which provides, a
limit for bodily injury or property damage of $40,000,000 (coverage in excess of $1,000,000 may be
provided by way of an umbrella/excess liability policy); and (2) causes of loss-special form
(formerly “all risk”) property insurance on the Building in the amount of the replacement cost
thereof, as reasonably estimated by Landlord. The foregoing insurance and any other insurance
carried by Landlord may be effected by a policy or policies of blanket insurance and shall be under
Landlord’s sole control. To the extent of the liabilities assumed by Landlord under this Lease,
all commercial general liability and umbrella policies shall name Tenant (or any successor) and
Affiliates of Tenant as “additional insureds” and shall be “primary” with respect to all of the
Property other than the Premises, with Tenant’s policy being secondary and noncontributory. All
policies of Landlord’s Insurance shall contain endorsements that the insurer(s) shall give Tenant
at least thirty (30) days’ advance written notice of any change, cancellation, termination or lapse
of insurance. Landlord shall provide Tenant with a certificate of insurance and all required
endorsements evidencing Landlord’s Insurance prior to the Commencement Date and upon renewals on or
before the expiration of the insurance coverage. The limits of Landlord’s insurance shall not
limit Landlord’s liability under this Lease, but Landlord’s liability under this Lease is limited
pursuant to the provisions of Section 20.



     C. Insurance Underwriter Rating. Any company underwriting any of Tenant’s Insurance
or Landlord’s Insurance shall have, according to A.M. Best Insurance Guide, a Best’s rating of not
less than A- and a Financial Size Category of not less than VIII.


15. Mutual Waiver of Subrogation. Tenant waives, and shall cause its insurance carrier(s)
and any other party claiming through or under such carrier(s), by way of subrogation or otherwise,
to waive any and all rights of recovery, Claims, action or causes of action against all Landlord
Parties for any loss of or damage to Tenant’s business, any loss of use of the Premises, and any
loss, theft or damage to Tenant’s Property (including Tenant’s automobiles or the contents thereof)
and worker’s compensation and employer liability claims, including all rights (by way of
subrogation or otherwise) of recovery, Claims, actions or causes of action arising out of the
negligence of any Landlord Party, which loss or damage is (or would have been, had the
insurance required by this Lease been maintained) covered by insurance. In addition, subject to
Section 4.D(4), Landlord waives and shall cause its insurance carrier(s) and any other party
claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all
rights of recovery, Claims, action or causes of action against all Tenant Parties for any loss of
or damage to Landlord’s business, any loss of use of the Property, any additions or improvements to
the Property, or any loss, theft or damage to Landlord’s personal property (including Landlord’s
automobiles or any contents in the Building) and worker’s compensation and employer liability
claims, including 




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all rights (by way of subrogation or otherwise) of recovery, Claims, actions or causes of
action arising out of the negligence of any Tenant Party, which loss or damage is (or would
have been, had the insurance required by this Lease been maintained) covered by insurance.



16. Casualty Damage.




     A. Repair or Termination by Landlord. If all or any part of the Premises are damaged
by fire or other casualty, Tenant shall immediately notify Landlord in writing. Landlord shall
have the right to terminate this Lease if: (1) the Building shall be damaged so that, in
Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building shall be
required which is reasonably anticipated to require a closure of the Building for a period in
excess of three (3) months (whether or not the Premises have been damaged); (2) Landlord is not
permitted by Law to rebuild the Building in substantially the same form as existed before the fire
or casualty; (3) the Premises have been materially damaged and there is less than eighteen (18)
Lease Months of the Term remaining on the date of the casualty (provided if this Lease is still in
the initial Term, Landlord may not terminate if Tenant exercises its renewal right); (4) any
Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or
(5) an uninsured loss of the Building occurs notwithstanding Landlord’s compliance with Section
14.B above. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing
within ninety (90) days after the date of the casualty. If Landlord does not terminate this Lease
under this Section 16.A, Landlord shall commence and proceed with reasonable diligence to repair
and restore the Building and/or the Premises to substantially the same condition as existed
immediately prior to the date of damage; provided, however, that Landlord shall only be required to
reconstruct building standard leasehold improvements existing in the Premises as of the date of
damage, and Tenant shall be required to pay the cost for restoring any other leasehold
improvements. However, in no event shall Landlord be required to spend more than the insurance
proceeds received by Landlord provided Landlord carries the insurance required to be carried
hereunder. Notwithstanding anything to the contrary contained in the immediately preceding
sentence, if the insurance proceeds received by Landlord are insufficient to cover the cost of
restoring the Building and/or the Premises in accordance with this Section 16.A, and Landlord, in
its sole discretion, does not elect to pay the difference, Landlord shall terminate this Lease by
notifying Tenant in writing within ninety (90) days after the date of the casualty. If Landlord
terminates this Lease pursuant to this Section 16.A, Tenant shall use commercially reasonable
efforts to remove its personal property from the Premises within thirty (30) days after Landlord
has delivered notice of termination. To the extent permitted by Law, Tenant shall be granted
access to the Secured Areas during the repair or reconstruction of the Building and will be allowed
a period of ninety (90) days to remove its personal property from the Secured Areas before Landlord
commences demolition. If Landlord terminates this Lease pursuant to this Section 16.A, and
provided (i) there are at least forty-two (42) Lease Months remaining in the initial Term at the
time of the casualty, and (ii) Tenant was not in default under the Lease beyond any applicable cure
period at the time of such casualty, then Landlord shall, with reasonable promptness, cause an
architect or general contractor selected by Landlord and reasonably acceptable to Tenant to provide
Landlord and Tenant with a written estimate of the amount of time required to substantially
complete the repair and restoration of the Building, using standard working methods (“Building
Completion Estimate”). If the Building Completion Estimate indicates that the Premises can be
restored within twelve (12) months from the date of damage and Landlord elects, in its sole
discretion, to rebuild the Building for general office use, Tenant shall have the right to
reinstate the Lease effective on the date the restoration of the Building is Substantially Complete
(defined below) by delivering written notice to Landlord no later than thirty (30) days after
Tenant’s receipt of the Building Completion Estimate. Upon such timely election, the Lease shall
be deemed reinstated and shall continue in full force and effect from the date of Substantial
Completion of the restoration work as though it had not been terminated, except that (a) the Term
shall be tolled between the date of the fire or other casualty and the date the restoration of the
Building is Substantially Complete, and (b) Tenant shall no longer have the option to terminate the
Lease pursuant to Section 3.E. As used herein, the restoration of the Building shall be deemed to
be “Substantially Complete” on the earlier of the date a certificate of occupancy is issued for the
Building, or the date Tenant resumes possession of the space for the Permitted Use.
Notwithstanding the foregoing, the parties acknowledge that Landlord shall only be required to
restore the Building with building standard improvements and that any above building standard
finishes shall be paid for by Tenant. In addition, Tenant’s construction of such additional
improvements shall not delay the determination of the date on which the restoration of the Building
is deemed to be Substantially Complete. The Lease shall be



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reinstated and payments of Rent shall resume whether or not Tenant has completed its
improvements to the Premises, all of which shall be subject to the provisions of Section 9.



     B. Timing for Repair; Termination by Either Party. If all or any portion of the
Premises is damaged as a result of fire or other casualty, Landlord shall, with reasonable
promptness, cause an architect or general contractor selected by Landlord and reasonably acceptable
to Tenant to provide Landlord and Tenant with a written estimate of the amount of time required to
substantially complete the repair and restoration of the Premises, using standard working methods
(“Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made
tenantable within the shorter of one hundred eighty (180) days from the date the repair and
restoration work is started or two hundred seventy (270) days from the date of the casualty (the
“Reconstruction Period”), then regardless of anything in Section 16.A above to the contrary, either
party shall have the right to terminate this Lease by giving written notice to the other of such
election within ten (10) days after receipt of the Completion Estimate. If the Premises have been
materially damaged and there is less than twelve (12) Lease Months of the Term remaining on the
date of the casualty, Tenant shall have the right to terminate this Lease by giving written notice
to Landlord of such election within forty-five (45) days after the date of the casualty. Tenant,
however, shall not have the right to terminate this Lease if the fire or casualty was caused by the
intentional misconduct of Tenant, its employees, agents or contractors. If neither party
terminates this Lease under this Section 16.B, then Landlord shall repair and restore the Premises
in accordance with, and subject to the limitations of, Section 16.A. If Landlord fails to complete
such repairs to the Premises within the Reconstruction Period, then Tenant shall have the right to
terminate this Lease following ninety (90) days written notice given after the Reconstruction
Period; provided, however, if Landlord completes such repairs prior to the expiration of the ninety
(90) day notice period, Tenant’s right to terminate shall be null and void. The Term shall be
tolled between the date of such fire or other casualty and the date Landlord has completely
repaired or restored the Premises.



     C. Abatement. In the event a material portion of the Premises is damaged as a result
of a fire or other casualty, the Base Rent shall abate for the portion of the Premises that is
damaged and not usable by Tenant until Tenant receives a certificate of occupancy or similar permit
and substantial completion of the repairs and restoration required to be made by Landlord pursuant
to Section 16.A. Tenant, however, shall not be entitled to such abatement if the fire or other
casualty was caused by the intentional misconduct of Tenant, its employees, agents or contractors.
Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in
this Article, and agree that their respective rights for damage to or destruction of the Premises
shall be those specifically provided in this Lease.


17. Condemnation. Either party may terminate this Lease if the whole or any material part
of the Premises are taken or condemned for any public or quasi-public use under Law, by eminent
domain or private purchase in lieu thereof (a “Taking”). Either party shall also have the right to
terminate this Lease if there is a Taking of any portion of the Building or Property which would
leave the remainder of the Building unsuitable for use as an office building in a manner comparable
to the Building’s use prior to the Taking. In order to exercise its right to terminate this Lease
under this Article 17, Landlord or Tenant, as the case may be, must provide written notice of
termination to the other within forty-five (45) days after the terminating party first receives
notice of the Taking. Any such termination shall be effective as of the date the physical taking
of the Premises or the portion of the Building or Property occurs. If this Lease is not
terminated, the Rentable Square Footage of the Building, the Rentable Square Footage of the
Premises and Tenant’s Pro Rata Share shall, if applicable, be appropriately adjusted by Landlord.
In addition, Base Rent for any portion of the Premises taken or condemned shall be abated during
the unexpired Term effective when the physical taking of the portion of the Premises occurs. All
compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right
to receive compensation or proceeds being expressly waived by Tenant. However, Tenant may file a
separate claim at its sole cost and expense for Tenant’s Property (excluding above building
standard leasehold improvements) and Tenant’s reasonable relocation expenses, provided the filing
of such claim does not diminish the award which would otherwise be receivable by Landlord.



18. Events of Default. Tenant shall be considered to be in default under this Lease upon
the occurrence of any of the following events of default:




     A. Tenant’s failure to pay when due all or any portion of the Rent (“Monetary Default”);
provided Tenant shall not be deemed in Monetary Default unless Tenant fails to pay the Rent within
five (5) days after written notice from Landlord that such Rent is past due. Notwithstanding the



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foregoing, Tenant shall not be entitled to such written notice on more than two (2) occasions
per Lease Year, and Tenant’s subsequent failure to pay Rent when due shall, at Landlord’s option,
be deemed an incurable event of default by Tenant.



     B. Tenant’s failure to perform any of the obligations of Tenant in the manner set forth in
Articles 14, 24 or 25 (a “Time Sensitive Default”).



     C. Tenant’s failure (other than a Monetary Default or a Time Sensitive Default) to comply with
any term, provision or covenant of this Lease, if the failure is not cured within thirty (30) days
after written notice to Tenant. However, if Tenant’s failure to comply cannot reasonably be cured
within thirty (30) days, Tenant shall be allowed additional time (not to exceed an additional
thirty (30) days) as is reasonably necessary to cure the failure so long as: (1) Tenant commences
to cure the failure within the thirty (30) day period following Landlord’s initial written notice,
and (2) Tenant diligently pursues a course of action that will cure the failure and bring Tenant
back into compliance with this Lease. However, if Tenant’s failure to comply creates a hazardous
condition, the failure must be cured immediately upon notice to Tenant. In addition, if Landlord
provides Tenant with notice of Tenant’s failure to comply with the same specific term, provision or
covenant of this Lease on more than 2 occasions during any Lease Year, Tenant’s subsequent
violation of the same term, provision or covenant within the same Lease Year shall, at Landlord’s
option, be deemed an incurable event of default by Tenant.



     D. Tenant becomes insolvent, files a petition for protection under the U.S. Bankruptcy Code
(or similar Law) or a petition is filed against Tenant under such Laws and is not dismissed within
forty-five (45) days after the date of such filing, makes a transfer in fraud of creditors or makes
a general assignment for the benefit of creditors, or admits in writing its inability to pay its
debts when due.



     E. The leasehold estate is taken by process or operation of Law.


19. Remedies.




     A. Landlord’s Remedies. Upon any event of default, Landlord shall have the right
without notice or demand (except as provided in Article 18) to pursue any of its rights and
remedies at Law or in equity, including any one or more of the following remedies:



          (1) Terminate this Lease;




          (2) Re-enter the Premises, change locks, alter security devices and lock out Tenant or
terminate Tenant’s right of possession of the Premises without terminating this Lease, and without
complying with applicable Law, the benefits of which are waived by Tenant to the fullest extent
permitted by applicable Law;




          (3) Remove and store, at Tenant’s expense, all the property in the Premises using such lawful
force as may be necessary;




          (4) Cure such event of default for Tenant at Tenant’s expense (plus a ten percent (10%)
administrative fee); and/or




          (5) Withhold or suspend payment of sums Landlord would otherwise be obligated to pay to Tenant
under this Lease or any other agreement;




     B. Measure of Damages.



          (1) Calculation. If Landlord either terminates this Lease or terminates Tenant’s
right to possession of the Premises, Tenant shall immediately surrender and vacate the Premises and
pay Landlord on demand: (a) all Rent accrued through the end of the month in which the termination
becomes effective; (b) interest on all unpaid Rent from the date due at a rate equal to the lesser
of the Prime Rate (defined below) plus six percent (6%) per annum or the highest interest rate
permitted by applicable Law; (c) all expenses reasonably incurred by Landlord in enforcing its
rights and remedies under this Lease, including all reasonable legal expenses; (d) Costs of
Reletting (defined below); and (e) all Landlord’s Rental Damages (defined below). In the event
that Landlord relets the Premises for an amount greater than the Rent due during the Term, Tenant
shall not receive a credit for any such excess.




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          (2) Definitions. “Costs of Reletting” shall include commercially reasonable costs,
losses and expenses incurred by Landlord in reletting all or any portion of the Premises including,
without limitation, the cost of removing and storing Tenant’s furniture, trade fixtures, equipment,
inventory or other property, repairing and/or demolishing the Premises, removing and/or replacing
Tenant’s signage and other fixtures, making the Premises ready for a new tenant, including the cost
of advertising, commissions, architectural fees, legal fees and leasehold improvements, and any
allowances and/or concessions provided by Landlord. “Landlord’s Rental Damages” shall mean the
total Rent which Landlord would have received under this Lease (had Tenant made all such Lease
payments as required) for the remainder of the Term minus the fair rental value of the Premises for
the same period, or, if the Premises are relet, the actual rental value (not to exceed the Rent due
during the Term), both discounted to present value at the Prime Rate (defined below) in effect upon
the date of determination. For purposes hereof, the “Prime Rate” shall be the per annum interest
rate publicly announced by a federally insured bank selected by Landlord in the state in which the
Building is located as such bank’s prime or base rate.




     C. Tenant Not Relieved from Liabilities. Unless expressly provided in this Lease, the
repossession or re-entering of all or any part of the Premises or Landlord’s exercise of any other
remedy either as provided herein or otherwise, shall not relieve Tenant of its liabilities and
obligations under this Lease including, without limitation, Tenant’s liability for the payment of
Rent or any other damages Landlord may incur by reason of Tenant’s breach. No right or remedy of
Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be
cumulative and in addition to any other right and remedy now or subsequently available to Landlord
at Law or in equity, except that if Landlord chooses to accelerate rent, the calculation shall be
as set out in the definition for Landlord’s Rental Damages above. If Tenant fails to pay any
amount when due hereunder (after the expiration of any applicable cure period), Landlord shall be
entitled to receive interest on any unpaid item of Rent from the date initially due (without regard
to any applicable grace period) at a rate equal to the lesser of the “default rate” (as set forth
in Section 19.B.1 or the highest rate permitted by Law. In addition, if Tenant fails to pay any
item or installment of Rent when due (after the expiration of any applicable cure period), Tenant
shall pay Landlord an administrative fee equal to $2,500.00. However, in no event shall the
charges permitted under this Section 19.C or elsewhere in this Lease, to the extent they are
considered interest under applicable Law, exceed the maximum lawful rate of interest. If any
payment by Tenant of an amount deemed to be interest results in Tenant having paid any interest in
excess of that permitted by Law, then it is the express intent of Landlord and Tenant that all such
excess amounts theretofore collected by Landlord be credited against the other amounts owing by
Tenant under this Lease. Receipt by Landlord of Tenant’s keys to the Premises shall not constitute
an acceptance or surrender of the Premises.



     D. Mitigation of Damages. Upon termination of Tenant’s right to possess the Premises,
Landlord shall use objectively reasonable efforts to mitigate damages by reletting the Premises.
Landlord shall not be deemed to have failed to do so if Landlord refuses to lease the Premises to a
prospective new tenant with respect to whom Landlord would be entitled to withhold its consent
pursuant to Section 11.A, or who (1) is a parent, subsidiary or other Affiliate of Tenant; (2) is
not acceptable to any Mortgagee of Landlord; (3) requires improvements to the Premises to be made
at Landlord’s expense; or (4) is unwilling to accept reasonable lease terms then proposed by
Landlord, including: (a) leasing for a shorter or longer term than remains under this Lease; (b)
re-configuring or combining the Premises with other space, (c) taking all or only a part of the
Premises; and/or (d) changing the use of the Premises. Notwithstanding Landlord’s duty to mitigate
its damages as provided herein, Landlord shall not be obligated (i) to give any priority to
reletting Tenant’s space in connection with its leasing of space in the Building or any complex of
which the Building is a part, or (ii) to accept below market rental rates for the Premises or any
rate that would negatively impact the market rates for the Building. Tenant must plead and prove
by a preponderance of the evidence that Landlord failed to so mitigate in accordance with the
provisions of this Section 19.D, and that such failure resulted in an avoidable and quantifiable
detriment to Tenant.



     E. Landlord’s Lien. Landlord hereby waives any landlord’s lien, statutory or
otherwise, and any security interest upon any property of Tenant now or hereafter placed in or upon
the Premises.



     F. Landlord Defaults and Tenant Remedies. Landlord shall be in default under this
Lease in the event Landlord has not completed the cure of any failure of Landlord to meet its
obligations under this Lease within thirty (30) days of the receipt by Landlord of written notice
from Tenant of Landlord’s alleged failure to perform (or within such longer period of time as is



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reasonably necessary to cure such failure if it cannot be cured within such thirty (30) day
period, and Landlord has commenced and is diligently and continuously pursuing such cure but in no
event to exceed an additional thirty (30) day period). A copy of the notice required by the
preceding sentence shall be sent simultaneously to each Mortgagee. In no event shall Tenant have
the right to terminate or rescind this Lease as a result of Landlord’s default, except as
specifically provided herein. Tenant waives such remedies of termination or recission (except as
otherwise specifically provided for in this Lease) and agrees that Tenant’s remedies for default
under this Lease and for breach of any promise or inducement are limited to a suit for damages
and/or injunction, and are specifically subject to Sections 3.B and 20. In addition, Tenant shall,
prior to the exercise of any such remedies, provide each Mortgagee of the Property with a second
written notice and reasonable time to cure any default by Landlord, not to exceed an additional ten
(10) days beyond the time originally provided to Landlord for such cure. If a default by Landlord
remains uncured after the expiration of the notice and cure periods provided above, Tenant may
remedy the breach or default and Landlord shall reimburse Tenant for Tenant’s reasonable
out-of-pocket costs incurred in connection with such cure. If Landlord fails to reimburse Tenant
for such reasonable costs within thirty (30) days after receipt of written notice thereof, Tenant
shall thereafter be entitled to deduct such reasonable sums from the Base Rent payable by Tenant
under this Lease and due for the month or months following the month in which the said sums were so
expended by Tenant; provided however, if such sums exceed twenty percent (20%) of the monthly
installment of Base Rent, Tenant shall deduct such excess from the next monthly installment(s) of
Base Rent (not to exceed twenty percent (20%) thereof) until fully reimbursed.


20. Limitation of Liability. Notwithstanding anything to the contrary contained in this
Lease, the liability of Landlord (and of any successor Landlord) to Tenant (or any person or entity
claiming by, through or under Tenant) shall be limited to the greater of (i) the proceeds of
insurance actually received by Landlord pursuant to the coverages required to be carried by
Landlord in Section 14.B, or (ii) the interest of Landlord in the Property. Tenant shall look
solely to the foregoing for the recovery of any judgment or award against Landlord (other than
monetary damages arising from Landlord’s failure to apply amounts received from Tenant as estimated
Excess Operating Expenses as set forth in this Lease). No Landlord Party shall be personally
liable for any judgment or deficiency (except that Landlord shall be personally liable for monetary
damages arising from Landlord’s failure to apply amounts received from Tenant as estimated Excess
Operating Expenses as set forth in this Lease). The provisions contained in this Section 20 are
not intended to, and shall not, limit any injunctive or other equitable, declaratory or other forms
of relief to which Tenant may be entitled or any remedy or action against Landlord which does not
involve the personal liability of a Landlord Party for monetary damages. Tenant hereby waives all
Claims against all Landlord Parties for consequential, special or punitive damages allegedly
suffered by any Tenant Parties, including lost profits and business interruption. Except as
specifically provided in Section 24 and except with respect to any Contamination caused by a Tenant
Party, Landlord waives all Claims against any Tenant Parties for consequential, special or punitive
damages allegedly suffered by any Landlord Parties, including lost profits and business
interruption.



21. No Waiver. Neither party’s failure to declare a default immediately upon its
occurrence or delay in taking action for a default shall constitute a waiver of the default, nor
shall it constitute an estoppel. Neither party’s failure to enforce its rights for a default shall
constitute a waiver of that party’s rights regarding any subsequent default.



22. Tenant’s Right to Possession. Provided Tenant is not in default beyond any applicable
cure periods, Landlord agrees to warrant and defend Tenant’s rights under this Lease to enjoy
possession of the Premises against any party claiming by, through or under Landlord, subject to the
terms of this Lease, all Mortgages, insurance requirements and applicable Law. This covenant and
all other covenants of Landlord shall be binding upon Landlord and its successors (provided such
successor assumes such obligations in writing) only during its or their respective periods of
ownership of the Building, and shall not be a personal covenant of any Landlord Parties.



23. Relocation. Intentionally Deleted.



24. Holding Over. Except for any permitted occupancy by Tenant under Article 29, if Tenant
or any party claiming by, through or under Tenant fails to surrender the Premises at the expiration
or earlier termination of this Lease, the continued occupancy of the Premises shall be that of a
tenancy at sufferance. Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the sum of the Base Rent and Tenant’s Pro Rata
Share of Excess Operating Expenses due for the period immediately preceding the holdover. The


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foregoing notwithstanding, if the holdover is for a period of less than fifteen (15) days, the
amount payable for such holdover shall be prorated on a per diem basis. Tenant shall otherwise
continue to be subject to all of Tenant’s obligations under this Lease. No holdover by Tenant or
payment by Tenant after the expiration or early termination of this Lease shall be construed to
extend the Term or prevent Landlord from immediate recovery of possession of the Premises by
summary proceedings or otherwise. In addition to the payment of the amounts provided above, if
Landlord is unable to deliver possession of the Premises to a new tenant, or to perform
improvements for a new tenant, as a result of Tenant’s holdover and Tenant fails to vacate the
Premises within fifteen (15) days after Landlord notifies Tenant of Landlord’s inability to deliver
possession, or perform improvements (such notice shall not be delivered more than thirty (30) days
prior to the Expiration Date and shall state in bold typeface that “A HOLDOVER SHALL CONSTITUTE A
TIME SENSITIVE DEFAULT”), such failure shall constitute a Time Sensitive Default hereunder; and
notwithstanding any other provision of this Lease to the contrary, Tenant shall be liable to
Landlord for, and shall protect Landlord from and indemnify and defend Landlord against, all losses
and damages, including any claims made by any succeeding tenant resulting from such failure to
vacate, and any consequential damages that Landlord suffers from the holdover.



25. Subordination to Mortgages; Estoppel Certificate. Tenant accepts this Lease subject
and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or
subsequently affecting the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively, a “Mortgage”), subject to Tenant’s receipt of a
subordination and non-disturbance agreement from any Mortgagee on such Mortgagee’s then current
form which may be revised to incorporate commercially reasonable changes requested by Tenant and
approved by such Mortgagee. The party having the benefit of a Mortgage shall be referred to as a
“Mortgagee.” In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the
right at any time to subordinate its Mortgage to this Lease. If requested by a
successor-in-interest to all or a part of Landlord’s interest in this Lease, Tenant shall, without
charge, attorn to the successor-in-interest. Tenant shall, within ten (10) Business Days after
receipt of a written request from Landlord, execute and deliver an estoppel certificate to those
parties as are reasonably requested by Landlord (including a Mortgagee or prospective purchaser).
The estoppel certificate shall include a statement certifying that this Lease is unmodified (except
as identified in the estoppel certificate) and in full force and effect, describing the dates to
which Rent and other charges have been paid, representing that, to the best of Tenant’s knowledge,
there is no default (or stating with specificity the nature of the alleged default) and certifying
other matters with respect to this Lease that may reasonably be requested. Tenant’s failure to
provide any estoppel certificate within the ten (10) Business Day period specified above, and the
continuation of such failure for a period of five (5) days after Landlord delivers a second written
notice requesting same, shall constitute a Time Sensitive Default under this Lease.



26. Attorneys’ Fees. If either party institutes a suit against the other for violation of
or to enforce any covenant or condition of this Lease, or if either party intervenes in any suit in
which the other is a party to enforce or protect its interest or rights, the prevailing party shall
be entitled to all of its costs and expenses, including reasonable attorneys’ fees.



27. Notice. If a demand, request, approval, consent or notice (collectively, a “notice”)
shall or may be given to either party by the other, the notice shall be in writing and delivered by
hand or sent by certified mail with return receipt requested, or sent by overnight or same day
courier service, or sent by facsimile, at the party’s respective Notice Address(es) set forth in
Article 1, except that if Tenant has vacated the Premises (or if the Notice Address for Tenant is
other than the Premises, and Tenant has vacated such address) without providing Landlord a new
Notice Address, Landlord may serve notice in any manner described in this Article or in any other
manner permitted by Law. Each notice shall be deemed to have been received or given on the earlier
to occur of actual delivery (which, in the case of delivery by facsimile, shall be deemed to occur
at the time of delivery indicated on the electronic confirmation of the facsimile) or the date on
which delivery is first refused, or, if Tenant has vacated the Premises or the other Notice Address
of Tenant without providing a new Notice Address, three (3) days after notice is deposited in the
U.S. mail or with a courier service in the manner described above. Either party may, at any time,
change its Notice Address by giving the other party written notice of the new address in the manner
described in this Article.



28. Reserved Rights. This Lease does not grant any rights to light or air over or about
the Building. Landlord excepts and reserves exclusively to itself the use of: (A) roofs, (B)
telephone,


-26-









 






electrical and janitorial closets, (C) subject to the other provisions of this Lease, equipment
rooms, Building risers or similar areas that are used by Landlord for the provision of Building
services, (D) rights to the land and improvements below the floor of the Premises, (E) the
improvements and air rights above the Premises, (F) the improvements and air rights outside the
demising walls of the Premises, (G) the areas within the Premises used for the installation of
utility lines and other installations serving occupants of the Building, and (H) any other areas
reasonably designated from time to time by Landlord as service areas of the Building, provided that
Landlord’s use of such rights does not materially adversely affect Tenant’s ability to use the
Premises for the Permitted Use. Tenant shall not have the right to install or operate any
equipment producing radio frequencies, electrical or electromagnetic output or other signals, noise
or emissions in or from the Building without the prior written consent of Landlord, not to be
unreasonably withheld. To the extent permitted by applicable Law, Landlord reserves the right to
restrict and control the use of such equipment. Landlord has the right to change the Building’s
name, address or any Building signage (except for Tenant’s identification and directory signage
described in Section 31.P below). Subject to the other provisions of this Lease, Landlord also has
the right to make such other changes to the Property and Building as Landlord deems appropriate,
provided the changes do not materially affect Tenant’s ability to use the Premises for the
Permitted Use. Except as otherwise set forth in this Lease, Landlord shall also have the right
(but not the obligation) to temporarily close the Building if Landlord reasonably determines that
there is an imminent danger of significant damage to the Building or of personal injury to
Landlord’s employees or the occupants of the Building. The circumstances under which Landlord may
temporarily close the Building shall include, without limitation, electrical interruptions and
civil disturbances. A closure of the Building under such circumstances shall not constitute a
constructive eviction nor entitle Tenant to an abatement or reduction of Rent, subject to Sections
7.B and 16.C.



29. Surrender of Premises. All improvements to the Premises (collectively, “Leasehold
Improvements”) shall be owned by Landlord and shall remain upon the Premises without compensation
to Tenant. At the expiration or earlier termination of this Lease or Tenant’s right of possession,
Tenant shall remove Tenant’s Removable Property (defined below) from the Premises, and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary
wear and tear and damage by casualty excepted. As used herein, the term “Tenant’s Removable
Property” shall mean: (A) Cable installed for the benefit of Tenant’s use of the Premises and
located in the Premises or other portions of the Building; (B) any Leasehold Improvements that are
installed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature
that would require removal and repair costs that are materially in excess of the removal and repair
costs associated with standard office improvements (“Special Installations”); and (C) Tenant’s
personal property; provided, however, with regard to clauses (A) and (B), Tenant shall not be
required to remove same unless (1) such items were installed after the Commencement Date, and (2)
to the extent same required Landlord’s consent before installation, Landlord notified Tenant at the
time of consent that Tenant would be required to remove them upon termination of this Lease.
Notwithstanding the foregoing, Landlord may, in Landlord’s sole discretion and at no cost to
Landlord, require Tenant to leave any of its Special Installations in the Premises. If Tenant
fails to remove any of Tenant’s Removable Property (other than Special Installations which Landlord
has designated to remain in the Premises) within five (5) Business Days after the termination of
this Lease or of Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall
be entitled (but not obligated) to remove and store Tenant’s Removable Property. Landlord shall
not be responsible for the value, preservation or safekeeping of Tenant’s Removable Property.
Tenant shall pay Landlord, upon demand, the reasonable expenses and storage charges incurred for
Tenant’s Removable Property. In addition, if Tenant fails to remove Tenant’s Removable Property
from the Premises or storage, as the case may be, within thirty (30) days after written notice,
Landlord may deem all or any part of Tenant’s Removable Property to be abandoned, and title to
Tenant’s Removable Property (except with respect to any Hazardous Material [defined in Article 30])
shall be deemed to be immediately vested in Landlord. Except for Special Installations designated
by Landlord to remain in the Premises, Tenant’s Removable Property shall be removed by Tenant
before the Expiration Date; provided that upon Landlord’s prior written consent (which must be
requested by Tenant at least thirty (30) days in advance of the Expiration Date and which shall not
be unreasonably withheld), Tenant may remain in the Premises for up to five (5) Business Days after
the Expiration Date for the sole purpose of removing Tenant’s Removable Property. Tenant’s
possession of the Premises for such purpose shall be subject to all of the terms and conditions of
this Lease, including the obligation to pay Base Rent and Tenant’s Pro Rata Share of Excess
Operating Expenses on a per diem basis at the rate in effect for the last month of the Term. In
the event this Lease is terminated prior to the Expiration Date, Tenant’s Removable Property
(except for Special


-27-









 






Installations designated by Landlord to remain in the Premises) shall be removed by Tenant on or
before such earlier date of termination. Tenant shall repair damage caused by the installation or
removal of Tenant’s Removable Property.



30. Hazardous Materials.




     A. Restrictions. No Hazardous Material (defined below) (except for de minimis
quantities of household cleaning products and office supplies used in the ordinary course of
Tenant’s business at the Premises and that are used, kept and disposed of in compliance with Laws)
shall be brought upon, used, kept or disposed of in or about the Premises or the Property by any
Tenant Parties or any of Tenant’s transferees, contractors or licensees without Landlord’s prior
written consent, which consent may be withheld in Landlord’s sole and absolute discretion.
Tenant’s request for such consent shall include a representation and warranty by Tenant that the
Hazardous Material in question (1) is necessary in the ordinary course of Tenant’s business, and
(2) shall be used, kept and disposed of in compliance with all Laws. Tenant shall hold
Landlord Parties harmless from and indemnify and defend such parties against, all Claims that arise
out of or in connection with a breach of this Article 30 specifically including any violation of
applicable Laws or Contamination caused by a Tenant Party. Landlord shall hold Tenant Parties
harmless from and indemnify and defend such parties against, all Claims that arise out of or in
connection with a Breach of this Article 30 specifically including any violation of applicable Laws
or Contamination caused by a Landlord Party. 



     B. Remediation. Tenant shall have the ongoing obligation to visually inspect the
Premises for the presence of Hazardous Materials or conditions which may reasonably give rise to
Contamination (defined below) and promptly notify Landlord if it suspects Contamination in the
Premises. Landlord will remediate Contamination in the Premises to the extent required by Law or
as otherwise deemed necessary by Landlord, in Landlord’s reasonable opinion. Tenant shall
reimburse Landlord for the cost of remediating any Contamination caused by a Tenant Party or its
contractors or invitees, plus a ten percent (10%) administrative fee.



     C. Definitions. For purposes of this Article 30, a “Hazardous Material” is any
substance the presence of which requires, or may hereafter require, notification, investigation or
remediation under any Laws or which is now or hereafter defined, listed or regulated by any
governmental authority as a “hazardous waste”, “extremely hazardous waste”, “solid waste”, “toxic
substance”, “hazardous substance”, “hazardous material” or “regulated substance”, or otherwise
regulated under any Laws. “Contamination” means the existence or any release or disposal of a
Hazardous Material or biological or organic contaminant, including any such contaminant which could
adversely impact air quality, such as mold, fungi or other bacterial agents, in, on, under, at or
from the Premises, the Building or the Property which may result in any liability, fine, use
restriction, cost recovery lien, remediation requirement, or other government or private party
action or imposition affecting any Landlord Party. For purposes of this Lease, claims arising from
Contamination shall include diminution in value, restrictions on use, adverse impact on leasing
space, and all costs of site investigation, remediation, removal and restoration work, including
response costs under CERCLA and similar statutes.



     D. Reports, Surveys and Acceptance of Premises. All current surveys or reports
prepared for the Property regarding the presence of Hazardous Materials (if any) in the Building
are available for inspection by Tenant in the office of the property manager upon execution of
Landlord’s standard form of confidentiality agreement. With respect to Hazardous Materials, Tenant
hereby (1) accepts full responsibility for reviewing any such surveys and reports and satisfying
itself prior to the execution of this Lease as to the acceptability of the Premises under Section
3.B above, and (2) acknowledges and agrees that this provision satisfies all notice requirements
under applicable Law. In the event Tenant performs or causes to be performed any test on or within
the Premises for the purpose of determining the presence of a Hazardous Material, Tenant shall
obtain Landlord’s prior written consent and use a vendor approved by Landlord for such testing. In
addition, Tenant shall provide to Landlord a copy of such test within ten (10) days of Tenant’s
receipt.


31. Miscellaneous.




     A. Governing Law; Jurisdiction and Venue; Severability; Paragraph Headings. This
Lease and the rights and obligations of the parties shall be interpreted, construed and enforced in
accordance with the Laws of the state in which the Property is located. All obligations under this



-28-









 







Lease are performable in the county or other jurisdiction where the Property is located, which
shall be venue for all legal actions. If any term or provision of this Lease shall be invalid or
unenforceable, then such term or provision shall be automatically reformed to the extent necessary
to render such term or provision enforceable, without the necessity of execution of any amendment
or new document. The remainder of this Lease shall not be affected, and each remaining and
reformed provision of this Lease shall be valid and enforced to the fullest extent permitted by
Law. The headings and titles to the Articles and Sections of this Lease are for convenience only
and shall have no effect on the interpretation of any part of this Lease. The words “include”,
“including” and similar words will not be construed restrictively to limit or exclude other items
not listed.



     B. Recording. Tenant shall not record this Lease or any memorandum without Landlord’s
prior written consent.



     C. Force Majeure. Whenever a period of time is prescribed for the taking of an action
by Landlord or Tenant, the period of time for the performance of such action shall be extended by
the number of days that the performance is actually delayed due to strikes, acts of God, shortages
of labor or materials, war, terrorist attacks (including bio-chemical attacks), civil disturbances
and other causes beyond the reasonable control of the performing party (“Force Majeure”). However,
events of Force Majeure shall not extend any period of time for the payment of Rent or other sums
payable by either party or any period of time for the written exercise of an option or right by
either party.



     D. Transferability; Release of Landlord. Landlord shall have the right to transfer
and assign, in whole or in part, all of its rights and obligations under this Lease and in the
Building and/or Property, and upon such transfer Landlord shall be released from any further
obligations arising hereunder after the date of the transfer, and Tenant agrees to look solely to
the successor in interest of Landlord for the performance of such obligations, provided that
Landlord delivers written notice to Tenant of such transfer and provided further that the successor
in interest assumes in writing all obligations of Landlord hereunder from and after the date of
such transfer.



     E. Brokers. Tenant and Landlord each represent to the other that neither party has
executed a written agreement with any broker or agent in connection with this Lease. Tenant
and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, liens and
other liability for commissions or other compensation claimed by any broker or agent claiming the
same by, through or under the indemnifying party.



     F. Authority; Joint and Several Liability. Landlord covenants, warrants and
represents that each individual executing, attesting and/or delivering this Lease on behalf of
Landlord is authorized to do so on behalf of Landlord, this Lease is binding upon and enforceable
against Landlord, and Landlord is duly organized and legally existing in the state of its
organization and is qualified to do business in the state in which the Premises are located.
Similarly, Tenant covenants, warrants and represents that each individual executing, attesting
and/or delivering this Lease on behalf of Tenant is authorized to do so on behalf of Tenant, this
Lease is binding upon and enforceable against Tenant; and Tenant is duly organized and legally
existing in the state of its organization and is qualified to do business in the state in which the
Premises are located. If there is more than one Tenant, or if Tenant is comprised of more than one
party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all
the parties and entities. Notices, payments and agreements given or made by, with or to any one
person or entity shall be deemed to have been given or made by, with and to all of them.



     G. Time is of the Essence; Relationship; Successors and Assigns. Time is of the
essence with respect to either party’s performance of its obligations and the exercise of any
expansion, renewal or extension rights or other options granted to Tenant. This Lease shall create
only the relationship of landlord and tenant between the parties, and not a partnership, joint
venture or any other relationship. This Lease and the covenants and conditions in this Lease shall
inure only to the benefit of and be binding only upon Landlord and Tenant and their permitted
successors and assigns.



     H. Survival of Obligations. The expiration of the Term, whether by lapse of time or
otherwise, shall not relieve either party of any obligations which accrued prior to or which may
continue to accrue after the expiration or early termination of this Lease. Without limiting the
scope of the prior sentence, it is agreed that the parties’ obligations under Articles 4, 7, 8, 12,
13, 15, 16, 17, 19, 24, 26, 29 and 30 shall survive the expiration or early termination of this
Lease.



-29-









 





     I. Binding Effect. Landlord has delivered a copy of this Lease to Tenant for Tenant’s
review only, and the delivery of it does not constitute an offer to Tenant or an option. This
Lease shall not be effective against any party hereto until an original copy of this Lease has been
signed by such party and delivered to the other party.



     J. Full Agreement; Amendments. This Lease contains the parties’ entire agreement
regarding the subject matter hereof. All understandings, discussions, and agreements previously
made between the parties, written or oral, are superseded by this Lease, and neither party is
relying upon any warranty, statement or representation not contained in this Lease. This Lease may
be modified only by a written agreement signed by Landlord and Tenant. The exhibits and riders
attached hereto are incorporated herein and made a part of this Lease for all purposes.



     K. Tax Waiver. Tenant waives all rights pursuant to all Laws to contest any taxes or
other levies or protest appraised values, irrespective of whether Landlord contests same.



     L. Prohibited Persons and Transactions. Tenant and Landlord represent and warrant to
each other that each is currently in compliance with and shall at all times during the Term
(including any extension thereof) remain in compliance with the regulations of the Office of
Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s
Specially Designated and Blocked Persons List) and any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto.



     M. Method of Calculation. Tenant is knowledgeable and experienced in commercial
transactions and does hereby acknowledge and agree that the provisions of this Lease for
determining charges and amounts payable by Tenant are commercially reasonable and valid and
constitute satisfactory methods for determining such charges and amounts as required by Section
93.012 of the Texas Property Code. Tenant further voluntarily and knowingly waives (to the
fullest extent permitted by applicable Law) all rights and benefits of Tenant under such section,
as it now exists or as it may be hereafter amended or succeeded. 



     N. Waiver of Consumer Rights. Tenant hereby waives all its rights under the Texas
Deceptive Trade Practices — Consumer Protection Act, Section 17.41 et seq. of the Texas Business
and Commerce Code, a law that gives consumers special rights and protections. After consultation
with an attorney of Tenant’s own selection, Tenant voluntarily adopts this waiver.



     O. Use of First Floor Lobby Common Area. Provided same is not leased to a third party
pursuant to a bona fide written lease, Tenant is hereby granted the right, upon at least forty
eight (48) hours prior written notice to Landlord, to utilize a designated portion of the first
floor lobby Common Area for special events (a “Special Event”) free of charge. Any Special Event
shall not be more than five (5) consecutive days in duration and Tenant is limited to 4 Special
Events per calendar year during the Term (unless Landlord agrees to allow additional Special
Events). Finally, Tenant shall execute Landlord’s then-current form of Event Lease Agreement in
connection with each Special Event during the Term. Attached hereto as Exhibit E is a site
plan of the first floor lobby Common Area showing the location where the Special Events will be
conducted.



     P. Tenant’s Signage. During the initial Term, but only so long as Tenant occupies at
least 138,000 Rentable Square Feet in the Building, Tenant shall have the following signage rights:



          (i) Monument Signage. Tenant shall have the right to display and maintain, at
Tenant’s sole expense, signage identifying the name “Pier 1 Imports” (the “Pier 1 Logo”) on the
existing monument signs located on the east and west sides of the Building. In the event Landlord
elects to change the existing monument signs to include the name of Landlord or an Affiliate of
Landlord (the “Chesapeake Logo”, which Chesapeake Logo shall be in a design approved by Landlord in
its sole discretion), Tenant shall pay the cost of purchasing a redesigned Pier 1 Logo in the size
comparable in size to the Chesapeake Logo (and in a design reasonably approved by Landlord and
Tenant) and shall reimburse Landlord, within thirty (30) days after written invoice, for the
reasonable cost of installing such new Pier 1 Logo on the monument signs. If Landlord removes the
current Pier 1 Logo from the monuments signs, Landlord shall deliver possession of the removed Pier
1 Logo to Tenant.




-30-









 








          (ii) Directional Signage. If Landlord installs the Chesapeake Logo on the directional
signage on the Property (signage indicating visitor parking areas and freight delivery areas),
Tenant shall have the right, at Tenant’s expense, to display the Pier 1 Logo on such directional
signage in a size and design reasonably approved by Landlord. Tenant shall reimburse Landlord,
within thirty (30) days after written invoice, for the reasonable cost of installing such new Pier
1 Logo on the directional signage. If Landlord removes the current Pier 1 Logo from any
directional signage, Landlord shall deliver possession of any removed Pier 1 Logo to Tenant.




          (iii) Lobby Signage. If Landlord installs the Chesapeake Logo on signage in the lobby
of the Building, Tenant shall have the right, at Tenant’s expense, to display the Pier 1 Logo in
the lobby signage in a size and design reasonably approved by Landlord (the Pier 1 Logo shall be
comparable in size to the Chesapeake Logo) . Tenant shall reimburse Landlord, within thirty (30)
days after written invoice, for the reasonable cost of installing such new Pier 1 Logo on the lobby
signage.




          (iv) Other Signage. Except as specifically provided above, Landlord shall have the
right to remove, replace and/or relocate the existing exterior Building signage and all existing
interior signage, at Tenant’s expense , except that if Landlord removes such signage and does not
replace it with other Pier 1 Logo signage, Landlord shall bear the expense of such removal during
the Term. If Landlord removes any such signage, Landlord shall not be obligated to deliver
possession of any such removed signage to Tenant , except the exterior signage located on the
eastern façade of the Building.




     Tenant acknowledges that, subject to the foregoing, Landlord may install signage identifying
Landlord’s name or the name of any Affiliate of Landlord in locations throughout the interior and
exterior of the Building, at Landlord’s sole discretion. Any exterior signage installed by
Landlord on the façade of the Building shall not materially restrict Tenant’s view from the windows
of the Premises. The signage rights granted herein are personal to the specific party originally
identified as the “Tenant” under the Lease and may not be transferred, shared or assigned in whole
or in part to any assignee, subtenant or other tenant in the Building other than pursuant to a
Permitted Transfer. Subject to the foregoing, the location, size, material, construction and
design of the Signage and of all identification and directional signage shall be subject to the
prior written approval of Landlord, in its sole discretion and compliance with applicable Laws. In
the event that Landlord constructs a new monument sign on the Property, Tenant shall have the right
to approve of the design of such new monument sign, which approval shall not be unreasonably
withheld. Upon the Expiration Date or earlier termination of Tenant’s right to possess the
Premises, Tenant shall pay Landlord all reasonable expenses incurred in connection with the removal
and disposition of the Signage and the repair of any damage caused by the Signage or its removal.



     Q. Lobby Furnishings. Tenant agrees not to remove the furniture and unattached
furnishings currently located in the lobby of the Building from their current location until
fifteen (15) days after receipt of written request from Landlord; provided however, prior to
Tenant’s receipt of Landlord’s notice to remove the furniture, Tenant shall have the right to
replace such furniture with updated, similar furniture subject to Landlord’s approval of the
replacement furniture.



-31-









 




Landlord and Tenant have executed this Lease as of the Effective Date specified below Landlord’s
signature.




	 	 	 	 	 
	 	LANDLORD:



CHESAPEAKE PLAZA, L.L.C.,

an Oklahoma limited liability company

 	 
	 	By:  	
 	 
	 	 	Henry J. Hood, Senior Vice President- 	 
	 	 	Land and Legal & General Counsel
 	 
	 	 	 	 
	 	  	
Effective Date:  _______________, 2008 	 
	 



	 	 	 	 	 
	 	TENANT:



PIER 1 SERVICES COMPANY,

a Delaware statutory trust

 	 
	 	By:  	 Pier 1 Holdings, Inc.,
a Delaware corporation,
its managing trustee
 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Alex Smith, President and CEO 	 
	 	 	 	 
	 	 	Effective Date:  _______________, 2008 	 



-32-









 






	 	 	 	 	 



EXHIBIT A-1




CHART OF RENTABLE SQUARE FOOTAGE ON EACH FLOOR AND COMMON

AREAS




Pier 1 Place Rentable Area Summary




	 	 	 	 	 
	Total Gross Area
	 	 	460,614	 
	less: Unuseable
	 	 	50,637	 
	 
	 	 	 
	Total Rentable
	 	 	409,977	 
	 
	 	 	 	 
	Common Area
	 	 	51,063	 
	Total Useable
	 	 	358,914	 
	 
	 	 	 
	Total Rentable
	 	 	409,977	 
	 
	 	 	 	 
	Ratio of Common Area to Useable
	 	 	0.14227	 






Square Footage Breakdown




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 	 	 	Common Area	 	 	Rentable	 
	Floor	 	Rentable	 	 	Useable	 	 	Allocation	 	 	Area (1)	 
	 
	Terrace
	 	 	42,847	 	 	 	13,799	 	 	 	1,963	 	 	 	15,762	 
	Lobby
	 	 	26,969	 	 	 	4,954	 	 	 	705	 	 	 	5,659	 
	Mezz
	 	 	13,153	 	 	 	13,153	 	 	 	1,871	 	 	 	15,024	 
	5
	 	 	22,329	 	 	 	22,329	 	 	 	3,177	 	 	 	25,506	 
	6
	 	 	22,329	 	 	 	22,329	 	 	 	3,177	 	 	 	25,506	 
	7
	 	 	22,329	 	 	 	22,329	 	 	 	3,177	 	 	 	25,506	 
	8
	 	 	22,329	 	 	 	22,329	 	 	 	3,177	 	 	 	25,506	 
	9
	 	 	22,610	 	 	 	22,610	 	 	 	3,217	 	 	 	25,827	 
	10
	 	 	22,610	 	 	 	22,610	 	 	 	3,217	 	 	 	25,827	 
	11
	 	 	22,610	 	 	 	22,610	 	 	 	3,217	 	 	 	25,827	 
	12
	 	 	22,610	 	 	 	22,610	 	 	 	3,217	 	 	 	25,827	 
	14
	 	 	22,610	 	 	 	22,610	 	 	 	3,217	 	 	 	25,827	 
	15
	 	 	22,610	 	 	 	22,610	 	 	 	3,217	 	 	 	25,827	 
	16
	 	 	22,394	 	 	 	22,394	 	 	 	3,186	 	 	 	25,580	 
	17
	 	 	22,394	 	 	 	22,394	 	 	 	3,186	 	 	 	25,580	 
	18
	 	 	19,372	 	 	 	19,372	 	 	 	2,756	 	 	 	22,128	 
	19
	 	 	18,936	 	 	 	18,936	 	 	 	2,694	 	 	 	21,630	 
	20
	 	 	18,936	 	 	 	18,936	 	 	 	2,694	 	 	 	21,630	 
	 
	 
	 	 	409,977	 	 	 	358,914	 	 	 	51,063	 	 	 	409,977	 








 




			
	(1)	 	Square footage used to calculate rent expense




A-1-i









 










EXHIBIT A-2




LEGAL DESCRIPTION OF PROPERTY



All of Lot 1, Block 1, PIER 1 ADDITION, an Addition to the City of Fort Worth, Tarrant County,
Texas, according to the plat thereof recorded in Cabinet A, Slide 10398 of the Plat Records of
Tarrant County, Texas; embracing all of Tracts 1 and 2 described in the deed to PIER-FTW, INC.
recorded in volume 15585, page 155 of the Real Records of Tarrant County Texas, and to Pier 1
Services Company by Certificate of Merger recorded in Clerk’s Document No. D204063766 of the said
Real Records, and described by metes and bounds as follows:



Beginning at a 5/8” capped iron recovered for the most westerly northwest corner of said Lot 1 in
the east line of North Forest Park Boulevard.



Thence north 89 degrees-26 minutes-19 seconds east, along a north line of said Lot 1, 363-01 /100
feet to a 5/8” capped iron recovered for a re-entrant corner of said Lot 1.



Thence north 00 degrees-33 minutes-41 seconds west, along a westerly line of said Lot 1, 16-51 /100
feet to a 5/8” capped iron recovered.



Thence north 59 degrees-29 minutes-19 seconds east, along a northwesterly line of said Lot 1, 62-27
/100 feet to a 5/8” capped iron recovered for the most northerly northwest corner of said Lot 1 in
the southerly line of said North Forest Park Boulevard.



Thence southeasterly, along the northerly line of said Lot 1 and the southerly line of said North
Forest Park Boulevard, the following:





south 69 degrees-36 minutes-11 seconds east 47-25 /100 feet to a 5/8” capped iron found
marked ( Dunaway Associates );




south 62 degrees-49 minutes-49 seconds east 107-81 /100 feet to a 5/8” capped iron recovered
at the beginning of a curve to the right having a radius of 240 feet;




along said curve to the right an arc length of 74-80 /100 feet to a 5/8” capped iron
recovered at its end and the beginning of a curve to the left having a radius of 260 feet,
the long chord of said 74-80/100 feet arc is south 53 degrees-54 minutes-04 seconds east
74-50 /100 feet;




along said curve to the left an arc length of 80-96 /100 feet to a 5/8” capped iron
recovered at its end, the long chord of said 80-96/100 feet arc is south 53 degrees-53
minutes-30 seconds east 80-63 /100 feet;




south 62 degrees-48 minutes-40 seconds east 125-57 /100 feet to a 5/8” capped iron recovered
for the northeasterly corner of said Lot 1.


Thence south 19 degrees-19 minutes-10 seconds east, along a northeasterly line of said Lot 1,
14-50/100 feet to a 5/8” capped iron recovered in the westerly right-of-way of Pier 1 Place at the
beginning of a curve to the right having a radius of 240 feet.



Thence southwesterly and southeasterly, along the westerly right-of-way of said Pier 1 Place and
the easterly line of said Lot 1, the following:





along said curve to the right an arc length of 31-07 /100 feet to a 5/8” capped iron
recovered at its end and the beginning of a curve to the left having a radius of 110 feet,
the long chord of said 31-07/100 feet arc is south 29 degrees-04 minutes-21 seconds west
31-05 /100 feet;




along said curve to the left an arc length of 57-29 /100 feet to a 5/8” capped iron
recovered at its end and the beginning of a curve to the left having a radius of 230 feet,
the long chord of said 57-29/100 feet arc is south 17 degrees-51 minutes-43 seconds west
56-64 /100 feet;




along said curve to the left an arc length of 107-88 /100 feet to a “X” cut found at its
end, the long chord of said 107-88/100 feet arc is south 10 degrees-29 minutes-38 seconds
east 106-89 /100 feet;




south 34 degrees-37 minutes-54 seconds east 186-75 /100 feet to a 5/8” capped iron recovered
at the beginning of a curve to the right having a radius of 331-60/100 feet;




along said curve to the right an arc length of 187-83 /100 feet to a 5/8” capped iron
recovered at its end for a southeasterly corner of said Lot 1, the long chord of said
187-83/100 feet arc is south 18 degrees-34 minutes-19 seconds east 185-33 /100 feet.



A-2-i









 




Thence south 44 degrees-17 minutes-15 seconds west, along a southeasterly line of said Lot 1,
13-95/100 feet to a 5/8” capped iron recovered for the most southerly southeast corner of said Lot
1 in the north right-of-way of West Fifth Street.



Thence north 89 degrees-56 minutes-41 seconds west, along the south line of said Lot 1 and the
north right-of-way of said West Fifth Street, 547-95 /100 feet to a masonry nail recovered.



Thence south 89 degrees-28 minutes-31 seconds west, continuing along the south line of said Lot 1
and the north right-of-way of said West Fifth Street, 502-02 /100 feet to a 5/8” capped iron
recovered for the most southerly southwest corner of said Lot 1 at the beginning of a curve to the
right having a radius of 45 feet.



Thence northwesterly, along a southwesterly line of said Lot 1 and along said curve to the right an
arc length of 78-70 /100 feet to a 5/8” capped iron recovered for a southwesterly corner of said
Lot 1 in the east line of said North Forest Park Boulevard, the long chord of said 78-70/100 feet
arc is north 40 degrees-25 minutes-08 seconds west 69-05 /100 feet.



Thence northeasterly, along the west line of said Lot 1 and the east line of said North Forest Park
Boulevard, the following:





north 09 degrees-41 minutes-13 seconds east 517-48 /100 feet to a 5/8” capped iron recovered
at the beginning of a curve to the right having a radius of 295 feet;




along said curve to the right an arc length of 160-08 /100 feet to the place of beginning
and containing 639,232 square feet or 14-674/1000 acres, the long chord of said 160-08/100
feet arc is north 24 degrees-57 minutes-30 seconds east 158-12 /100 feet.



A-2-ii









 





EXHIBIT B




RULES AND REGULATIONS



Landlord and Tenant agree that the Rules and Regulations set forth below shall be and hereby are
made a part of this Lease, and Tenant agrees that Tenant’s employees and agents, or any others
permitted by Tenant to occupy or enter the Premises, will at all times abide by said Rules and
Regulations. Landlord agrees that these Rules and Regulations will be an exhibit to each lease
executed by Landlord and that Landlord shall enforce these Rules and Regulations in a reasonably
nondiscriminatory manner. In the event of any conflict between these Rules and Regulations and the
terms of the Lease, the terms of the Lease shall control.




     1. Sidewalks, halls, passageways, exits, entrances, elevators, escalators, stairways, and
other common areas shall not be obstructed or used for any purpose other than for ingress and
egress. Landlord shall in all cases retain the right to control and prevent access thereto by all
persons whose presence, in the reasonable judgment of the Landlord, shall be prejudicial to the
safety, character, reputation or interests of the Building, including its tenants and occupants.
Nothing shall be swept or thrown into the corridors, halls, elevators or stairways.



     2. No sign, placard, picture, name, advertisement or notice (a “Sign”) visible from the
exterior of the Premises shall be inscribed, painted, affixed, installed or displayed by any tenant
without the prior written consent of Landlord. Absent any such consent, Landlord shall have the
right to remove any Sign without notice to and at the expense of such tenant. Any such consent
shall be deemed to relate to only the particular Sign so consented to by Landlord and shall not be
construed as dispensing with the necessity of obtaining the prior written consent of Landlord with
respect to any other Sign. All approved Signs shall be inscribed, painted, affixed, installed,
printed or otherwise displayed, at the expense of the tenant, by a person approved by Landlord and
in a manner or style reasonably acceptable to Landlord.



     3. No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings,
hangings or decorations shall be installed or used in connection with any window or door of the
Premises without the prior written consent of Landlord, except for normal and customary interior
decorations to the Premises not visible from the exterior of the Building. In any event, any such
items shall be installed so as to face the interior surface of the standard window treatment
established by Landlord and shall in no way be visible from the exterior of the Building. No
articles shall be placed or kept on the windowsills or any terraces so as to be visible from the
exterior of the Building. No articles shall be placed against glass partitions or doors which might
appear unsightly from the outside the Premises. No sashes, sash doors, skylights, windows or doors
that reflect or admit light or air into the halls, passageways or other public places in the
Building shall be covered or obstructed without the prior written consent of Landlord.



     4. Except as set forth in the Lease, no tenant shall employ or permit any person(s) other than
the janitorial contractor of the Landlord to clean the Premises without the prior written consent
of Landlord. In the event of any permitted person being employed by any tenant to do janitorial
work, while in the Building and outside of the Premises such person(s) shall be subject to the
control and direction of the Building’s management office (not as an agent or servant of Landlord);
however, the subject tenant shall in all cases be responsible for the acts of such person(s).



     5. Each tenant and its employees, upon daily departure, shall cause (a) the doors of its
premises to be securely locked, and (b) to the extent practical shut off all faucets, valves and
other control apparatuses to water and other resources, so as to prevent waste or damage. With the
exception of permitting ingress and egress to the Building, doors(s) to the Building’s corridors on
multi-tenant floors of the Building shall be closed at all times.



     6. No tenant shall waste electricity, water, heating, air-conditioning or any other resources
and shall reasonably cooperate with Landlord to assure the most effective utilization of such
Building resources. No tenant shall attempt to adjust any Building resource controls other than any
thermostats specifically installed for such tenant’s use. Except as set forth in the Lease, no
heating, air-conditioning unit or other similar apparatus shall be installed or used by any tenant
without the prior written consent of Landlord.



     7. Except in an emergency, no tenant shall alter any lock or access device. Further, no
tenant may install any new or additional lock, access device or bolt on any door of the Premises



B-i









 







without the prior written consent of Landlord, such consent not to be unreasonably withheld or
delayed. In the event of any permitted installation, Landlord shall in each case be furnished with
a key for any such lock or device.



     8. Landlord shall furnish each of Tenant’s employees, at no cost to Tenant, one key-card
similar to the current key-cards used for the Building. Tenant shall not make or have made copies
of any keys or key-cards furnished by Landlord. Tenant shall, upon the expiration or sooner
termination of its tenancy, deliver to Landlord all of such keys and key-cards, together with any
of the keys relating to the Premises including, but not limited to, all keys to any vaults or safes
which remain on the Premises. Landlord shall issue replacement key-cards at a fee of $20.00 per
card.



     9. The toilet rooms, toilets, urinals, washbowls, plumbing fixtures and any other Building
apparatus shall not be used for any purpose other than that for which they were constructed; and no
foreign substance of any kind shall be thrown therein. Any loss, cost or expense relating to any
breakage, stoppage or damage resulting from any violation of this rule shall be borne by Tenant
(except as otherwise provided in the Lease).



     10. No tenant shall permit any cooking on its premises (except that private, non commercial
use by tenants and their employees of approved equipment for the preparation of coffee, tea, hot
chocolate and similar beverages, and for the heating of foods, shall be permitted; provided that
such equipment is used in accordance with all applicable federal, state and city laws, codes,
ordinances, rules and regulations).



     11. All tenants will refer any contractors, contractor’s representatives and installation
technicians rendering any services to them to Landlord for Landlord’s supervision and approval
prior to commencement of any work, except as otherwise provided in the Lease.



     12. Tenant shall not install any radio or television antenna, loudspeaker or other device on
the roof or exterior of the Building, without Landlord’s prior written consent, which shall not be
unreasonably withheld. Tenant shall not knowingly interfere with any radio or television broadcast
or reception from within the Building.



     13. The freight elevator shall be available for use by each tenant in common with other
building occupants. No furniture, freight, equipment, materials, supplies, packages, merchandise or
other property shall be received in the Building or carried up or down the elevators, except in the
freight elevators. Any deliveries, removals or relocations of large, bulky or voluminous items,
such as furniture, office machinery and equipment, etc., can only be made after obtaining approval
from the Landlord, which approval shall be subject to reasonable scheduling and shall not be
unreasonably withheld or delayed.



     14. No tenant shall place a load upon any floor of its premises which exceeds the load per
square foot the floor was designed to carry, or any load allowed by law. Landlord shall have the
right to prescribe the weight, size and position of safes, any library or other shelving, furniture
or other heavy equipment brought into the Building, and the tenant shall bear the reasonable fees
of any structural engineer hired by Landlord in connection therewith. Safes or other heavy objects
shall, if considered necessary to Landlord, stand on wood strips of such thickness as determined by
Landlord to be necessary to properly distribute the weight thereof. Landlord shall not be
responsible for loss of or damage to any safes or other heavy objects for any cause; all damages
done to the Building by a tenant moving or maintaining of any such items shall be repaired at the
expense of such tenant.



     15. No machinery other than the kind considered usual and standard for general office use
shall be operated by any tenant in its leased area without the prior written consent of Landlord.
Business machines or mechanical equipment of any tenant, which causes noise or vibration that may
be transmitted to the structure of the Building or any space therein to such a degree objectionable
to Landlord or any other tenants or occupants of the Building, shall be placed and maintained by
such tenant, at such tenant’s expense, on vibration eliminators or other devices sufficient to
eliminate such noise or vibration. Tenant shall bear the reasonable fees of any acoustical or
structural engineer hired by Landlord in connection therewith.



     16. Tenant shall not mark, drive nails or screws, or drill into the partitions, ceilings or
floors of the Premises or in any way deface the Premises except for normal and customary interior
decorations.



B-ii









 





     17. No tenant shall install, maintain or operate on the Premises any vending machine without
the prior written consent of Landlord, such consent not to be unreasonably withheld, provided
Tenant may continue to operate any vending machines (or their reasonable replacements) to the
extent Tenant is currently operating same.



     18. No animals (other than those assisting the handicapped), including reptiles, birds, fish
(or aquariums), or other non-human, non-plant living things or organic Christmas décor of any kind
shall be allowed in the Building.



     19. There shall not be used in the Building any hand trucks, except those equipped with rubber
tires and side guards, or any other material handling equipment, except as approved in advance in
writing by Landlord. No scooters, roller skates, roller blades, bicycles, and no other vehicles of
any kind shall be brought into and operated within the Building. Bicycles and vehicles may only be
parked in areas designated for such purpose.



     20. Each tenant shall store all of its trash and garbage within the interior of its premises.
No materials shall be placed in the Building’s trash boxes or receptacles if such material is of
such a nature that it may not be disposed of in the ordinary and customary manner, or if such an
act would violate any law or ordinance governing such removal and disposal.



     21. Canvassing, soliciting, distributing of handbills or any other written material, and
peddling in the Building are prohibited. Occupants and tenants shall not engage in
office-to-office solicitation of business from other tenants or occupants of the Building.



     22. Landlord reserves the right to exclude or to expel from the Building any person who, in
Landlord’s reasonable judgment, is intoxicated or under the influence of liquor or drugs, or who is
in violation of any of these Rules and Regulations.



     23. Each tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency. No firearms or weapons of any kind
are allowed within the Building.



     24. No tenant or occupant shall invite to its premises, or permit the visit of, persons in
such numbers or under such conditions to interfere with the use and enjoyment of any of the plazas,
entrances, corridors, escalators, elevators, and other facilities of the Building by other tenants
and occupants.



     25. Landlord will not be responsible for lost or stolen personal property, money or jewelry
from any tenant’s Premises or public or common areas regardless of whether such loss occurs when
the area is locked against entry or not, except as may be otherwise set forth in the Lease. Each
tenant assumes any and all responsibility for protecting its premises from theft, robbery and
pilferage by taking necessary steps including, but not limited to, keeping doors locked and other
means of entry to such premises closed.



     26. Any additional or special requirements of any tenant shall be attended to only upon
application to the office of the Building by an authorized individual. Employees of Landlord shall
not perform any work or do anything outside of the regular duties unless under special instructions
from Landlord. No such employees shall admit any person (tenant or otherwise) to any office without
specific instructions from Landlord.



     27. No smoking shall be permitted within the Building or anywhere else within the Property
other than those smoking areas designated by the property manager that are outside the Building.




B-iii











 





EXHIBIT C




PARKING AGREEMENT




     This Parking Agreement (the “Agreement”) is attached as an Exhibit to an Office Lease (the
“Lease”) between CHESAPEAKE PLAZA, L.L.C., as Landlord, and PIER 1 SERVICES COMPANY, as Tenant, for
the Premises, the initial Rentable Square Footage of which is 344,798 square feet, located on the
mezzanine and on the 5th, 6th, 7th, 8th,
9th, 10th, 11th, 12th, 14th,
15th, 16th, 17th and 20th floors of the Building.
Unless otherwise specified, all capitalized terms used in this Agreement shall have the same
meanings as in the Lease.


1. As of the Commencement Date of the Lease, Tenant shall be allowed Tenant’s Pro Rata Share of and
non-exclusive access to unreserved spaces in the Property’s parking facilities which Landlord
provides for the use of tenants and occupants of the Building and located in the Building’s parking
garage and the surface lot situated west of the Building (the “Parking Facilities”). Landlord
hereby expressly reserves the right to designate fifty (50) parking spaces in the Parking
Facilities for Landlord’s fleet of vehicles, the location of such parking spaces shall be in the
area identified on Exhibit C-1 attached hereto. Finally, Landlord and Tenant hereby agree that the
surface lot currently designated for visitors located southeast of the Building shall remain
available for the non-exclusive, unrestricted use of Landlord’s and Tenant’s guests, visitors and
invitees.



2. Tenant shall at all times comply with all Laws respecting the use of the Parking Facilities.
Landlord reserves the right to adopt, modify, and enforce reasonable rules and regulations
governing the use of the Parking Facilities or the Property, from time to time, including any
key-card, sticker, or other identification or entrance systems and hours of operations. Landlord
shall enforce the rules and regulations for the Parking Facilities in a reasonably
nondiscriminatory manner, taking prevailing circumstances into account. Landlord may refuse to
permit any person who violates such rules and regulations to park in the Parking Facilities, and
any violation of the rules and regulations shall subject the automobile in question to removal from
the Parking Facilities.



3. Unless specified to the contrary above, the parking spaces provided hereunder shall be provided
on an unreserved, “first-come, first-served” basis. Tenant acknowledges that Landlord has arranged
or may arrange for the Parking Facilities to be operated by an independent contractor,
un-affiliated with Landlord. In such event, Tenant acknowledges that Landlord shall have no
liability for claims arising through acts or omissions of such independent contractor. Landlord
shall have no liability whatsoever for any damage to vehicles or any other items located in or
about the Parking Facilities, and in all events, Tenant agrees to seek recovery from its insurance
carrier and to require Tenant’s employees to seek recovery from their respective insurance carriers
for payment of any property damage sustained in connection with any use of the Parking Facilities.
Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces for
small cars, handicapped persons and motorcycles. Such reserved spaces may be relocated as
determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder
shall not park in any such assigned or reserved parking spaces. Landlord also reserves the right
to close all or any portion of the Parking Facilities, at its discretion or if required by
casualty, strike, condemnation, repair, alteration, act of God, Laws, or other reason beyond
Landlord’s reasonable control; provided, however, that except for matters beyond Landlord’s
reasonable control, any such closure shall be temporary in nature. Tenant shall not assign its
rights under this Agreement except in connection with a Permitted Transfer or an approved sublease.





C-i









 








EXHIBIT C-1




LOCATION OF LANDLORD’S RESERVED PARKING SPACES









C-1-i









 








EXHIBIT D




BILL OF SALE




Blanket Conveyance, Bill of Sale and Assignment




	 	 	 	 	 
	STATE OF TEXAS

	 	§

§
	 	
KNOW ALL MEN BY THESE PRESENTS THAT:
	COUNTY OF TARRANT

	 	§	 	 






     NOW, THEREFORE, in consideration of the receipt of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, in hand paid by Assignee to Assignor, the receipt and sufficiency
of which are hereby acknowledged and confessed by Assignor, Assignor does hereby ASSIGN, TRANSFER,
SET OVER, CONVEY and DELIVER to Assignee and Assignee’s successors, legal representatives and
assigns, all of Assignor’s right, title and interest, if any, in and to the furniture and equipment
listed on Exhibit A attached hereto (the “Furniture”).



     TO HAVE AND TO HOLD the Furniture unto Assignee and Assignee’s successors, legal
representatives and assigns, forever, and Assignor does hereby bind Assignor and Assignor’s
successors, legal representatives and assigns, to WARRANT and FOREVER DEFEND, all and singular,
title to the Furniture unto Assignee and Assignee’s successors, legal representatives and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part thereof, when
the claim is by, through or under Assignor, but not otherwise.



     This Blanket Conveyance, Bill of Sale and Assignment and the provisions herein contained will
be binding upon and inure to the benefit of the Assignee and the Assignor and their respective
successors and assigns.



     EXECUTED the                      day of                                         , 2008.



	 	 	 	 	 
	 	ASSIGNOR:



PIER 1 SERVICES COMPANY,

a Delaware statutory trust

 	 
	 	By:  	 Pier 1 Holdings, Inc.,
a Delaware corporation,
its managing trustee
 	 
	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	
 	 



D-i









 






EXHIBIT E




SPECIAL EVENT AREA IN LOBBY









E-i









 








EXHIBIT F




INSURANCE WAIVER

TERMS & CONDITIONS





     This Insurance Waiver is attached as an Exhibit to an Office Lease (the “Lease”) between
CHESAPEAKE PLAZA, L.L.C., as Landlord, and PIER 1 SERVICES COMPANY, as Tenant, for the Premises,
the initial Rentable Square Footage of which is 344,798 square feet, located on the mezzanine and
on the 5th, 6th, 7th, 8th, 9th,
10th, 11th, 12th, 14th, 15th,
16th, 17th and 20th floors of the Building. Unless otherwise
specified, all capitalized terms used in this Exhibit shall have the same meanings as in the Lease.


The Lease requires that Tenant obtain business interruption insurance. Tenant has represented that
the risk of business interruption or losing the use of the Premises will not significantly impact
its ability to meet its present and future financial obligations, including those owing, or that
will be owed, to Landlord, and, therefore, Tenant does not wish to carry such insurance.



Landlord waives the requirements that Tenant obtain business interruption insurance. Tenant
waives all liabilities, obligations, damages, penalties, claims, actions, costs, charges and
expenses, including reasonable attorneys’ fees and other professional fees against the
Landlord Parties arising from or attributable to business interruption or loss of use of the
Premises, and Tenant shall indemnify and defend the Landlord Parties against all liabilities,
obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable
attorneys’ fees and other professional fees arising from or attributable to business interruption
or loss of use of the Premises. In addition, Landlord, in entering into the Lease, is relying
on Tenant’s representation that any business interruption or loss of use of the Premises will not
significantly impact Tenant’s ability to meet its financial obligations, including those owing, or
that will be owed, to Landlord.



The provisions of this Exhibit F are personal to the specific party originally identified
as the “Tenant” under the Lease, and may not be assigned to anyone other than pursuant to a
Permitted Transfer. Landlord may require a Transferee, other than a Permitted Transferee, to carry
the type of insurance covered by this Exhibit.





F-i









 








RIDER NO. 1




OPTION TO EXTEND



A. Renewal Period. Tenant may, at its option, extend the Term for one (1) renewal period
of three years (the “Renewal Period”) by written notice to Landlord (the “Renewal Notice”) given no
later than six (6) months prior to the expiration of the Term, provided that at the time of such
notice and at the commencement of such Renewal Period, (i) Tenant remains in occupancy of at least
eighty percent (80%) of the Premises, and (ii) no uncured event of default exists under the Lease.
The Base Rent due and payable for the Premises during the Renewal Period shall be at the annual
rate of $28.00 multiplied by the Rentable Square Footage of the Premises (as such has been reduced
according to the provisions of this Lease). Except as provided in this Rider No. 1, all
terms and conditions of the Lease shall continue to apply during the Renewal Period, except that
Tenant shall have no further Option to Extend the Term of the Lease.



B. Acceptance. After Tenant delivers the Renewal Notice to Landlord, Tenant shall, within
fifteen (15) days after receipt, execute a lease amendment confirming the Base Rent and other terms
applicable during the Renewal Period. If Tenant fails timely to execute and return the required
lease amendment, then this Option to Extend shall automatically expire and be of no further force
or effect. In addition, this Option to Extend shall terminate upon assignment of this Lease other
than to a Permitted Transferee or the subletting of more than twenty percent (20%) of the Premises.





Rider No. 1-i