Exhibit


Exhibit 10.3.6


FOURTEENTH  MODIFICATION OF OFFICE LEASE


THIS    FOURTEENTH MODIFICATION OF OFFICE LEASE (this "Fourteenth Modification" ) is entered  into a  of the 5th day of February, 2015, by and between  CRESCENT  TC INVESTORS,  L.P.,  a Delaware  limited  partnership  ("Landlord"), and WESTWOOD  MANAGEMENT  CORP.,  a New  York  corporation ("Tenant").


RECITALS:


A.  The  Crescent,  a  Texas  joint  venture,  predecessor-in-interest   to  Landlord,  and Tenant executed that certain Office Lease, dated April 9, 1990 (the "Original Lease" ), covering certain space therein designated as Suite 1110, containing approximately  1,621 rentable square feet (the "Original Premises" ), situated on the eleventh floor of 300 Crescent  Court which is  part of an office building commonly known as The Crescent®, located at 100, 200 and 300 Crescent Court, Dallas,  Texas  (the "Office Building" ).


B. The Original Lease has been amended by (i) that  certain  First  Modification  of Office Lease dated September 11, 1991 (the "First Modification" ), pursuant to which the Original Premises were expanded to include an additional  1,783 rentable square feet to consist of a total of 3,404 rentable square feet; (ii) that certain Second Modification of Office Lease dated September 27, 1991 (the "Second Modification" ),  pursuant  to which  an  error  in  the  amount of the monthly installments of Basic Rental was corrected; (iii) that certain Third Modification of Office Lease dated October 5, 1994 (the "Third Modification "), pursuant to which Tenant relocated to Suite 1320, containing approximately 5,322 rentable square feet located in 300 Crescent Court, Dallas, Texas (hereinafter referred to as the "New Premises" ); (iv) that  certain Letter Agreement dated June 15, 1995 (the "Letter Agreement" ), pursuant to which the term of the Original Lease was extended for an additional five (5) years, through and including March 31, 2000; (v) that certain Fourth Modification of Office Lease dated April 26, 1996 (the "Fourth Modification"), pursuant to which the New Premises were expanded to include an additional 2,691 rentable square feet located at 200 Crescent Court, Dallas, Texas (the "First Expansion Space" ) and an additional 1,770 rentable square  feet  located  in  300  Crescent  Court,  Dallas, Texas (the "Second Expansion Space" ), and the term  of  the  Original  Lease  was  extended through June 30, 2001; (vi) that certain Fifth Modification of Office Lease dated May 30, 1996 (the "Fifth Modification" ), pursuant to which the New Premises were expanded to include an additional 167 rentable square feet located at 200 Crescent Court, Dallas, Texas (the "Third Expansion Space" ); (vii) that certain Sixth Modification of  Office  Lease  dated  September 18, 1997 (the "Sixth Modification" ), pursuant to which the New Premises were expanded to include an additional 1,038 rentable square feet located at 200 Crescent Court, Dallas,  Texas  (the "Fourth Expansion Space" ); (viii) that certain Seventh Modification of Office Lease dated June 24, 1998 (the "Seventh Modification" ), pursuant to which the New Premises were reduced by approximately 3,896 rentable square feet of space located at 200 Crescent Court, Dallas, Texas (the "Released Space" ) and expanded to include an additional 5,818 rentable square feet located on the thirteenth floor of 200 and 300 Crescent Court, Dallas, Texas  (the  "Fifth Expansion Space" ); (ix) that certain Eighth Modification of Office Lease dated September 21, 1998 (the "Eighth Modification" ), pursuant to which the New Premises were expanded to include an additional 665 rentable square feet located on the thirteenth floor of 200 Crescent Court, Dallas,


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Texas (the "Sixth Expansion Space" ); (x) that certain Ninth Modification of Office Lease dated November 25, 2003 (the "Ninth Modification" ),  pursuant  to  which  the  Lease  Term  was extended and the New Premises, together with the First Expansion Space, the Second Expansion Space, the Third Expansion Space, the Fourth Expansion Space, the Fifth Expansion Space and the Sixth Expansion Spa e and as reduced by' the Released Space, were substituted with approximately 22,002 rentable square feet located on the l h floor of 200 Crescent Court (the "Relocated Premises "); (xi) that certain Tenth Modification of Office Lease dated February 24, 2004 (the "Tenth Modification" ), pursuant to which the Relocated Premises were redefined to contain 21,587 rentable square feet of space; (xii) that  certain  Eleventh  Modification  of Office Lease dated December 9, 2010 (the "Eleventh  Modification" ),  pursuant  to  which  the  Lease Term was extended and the Relocated Premises were expanded to include Suite 1300, containing approximately 3,968 rentable square feet, located on the 13th floor of 200 Crescent Court (the "Seventh Expansion Space" ); (xiii) that certain Twelfth Modification of  Office  Lease dated August 17, 2012 (the "Twelfth Modification" ), pursuant to which the Relocated Premises were expanded to include additional space located on the 13th floor of 200 Crescent Court containing approximately 2,683 rentable square feet (the "Eighth Expansion Space "); and (xiv) that certain Thirteenth Modification of Office Lease dated October 9, 2014 (the "Thirteenth Modification" ), pursuant to which the Relocated Premises  were  expanded to include  additional  space located  on the 13th floor of 200 Crescent Court containing approximately 1,210 rentable  square  feet  (the "Ninth Expansion  Space" ).


A.The    Original    Lease,    as  modified    by the First Modification, the Second Modification, the Third Modification, the Letter Agreement, the Fourth Modification, the Fifth Modification, the Sixth Modification, the Seventh Modification, the  Eighth  Modification,  the Ninth Modification, the Tenth    Modification, the Eleventh Modification, the Twelfth. Modification and the Thirteenth Modification, is hereinafter referred to as the "Lease". The Relocated Premises, together with the  Seventh  Expansion  Space,  the  Eighth  Expansion  Space and the Ninth Expansion Space, collectively containing approximately  29,448  rentable  square feet, are hereinafter referred to as the "Current Premises" . Unless otherwise expressly provided herein, capitalized terms used herein shall have the same meanings as designated in the Lease.


B.Landlord and Tenant desire to further amend and modify the Lease  in  certain respects as provided herein.


AGREEMENT:


In consideration of the sum of Ten  Dollars  ($10.00),  the  mutual  covenants  and agreements contained herein and in the Lease, and for other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby further amend  and modify  the Lease as follows:


1.Premises. Effective as of the Tenth Expansion Space Commencement Date (hereinafter defined), the Lease is hereby modified and amended to include approximately 4,747 rentable square feet, located on the 4th floor of 200 Crescent Court  as  shown  on  Exhibit  A attached hereto (the "Tenth Expansion Space" ). As used herein, the term "Tenth Expansion Space Commencement Date" shall be the earliest of (1) the first business day after  the  date on which the Landlord Work (defined in the Work Letter attached as Exhibit B) with respect to the


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Tenth Expansion  Space is Substantially  Complete, as determined  pursuant  to the Work  Letter,  or
(1)the date on which the Landlord Work with respect to the Tenth Expansion Space would have been Substantially Complete but for Tenant Delay, as such term is defined in the Work Letter, or
(2)the date Tenant takes possession of any part of the Tenth Expansion Space for purposes of conducting business therein. From and after the Tenth Expansion Space Commencement  Date, the term "Premises" wherever used in the Lease or in this Fourteenth Modification shall mean the Current Premises, together with the Tenth Expansion Space, collectively containing 34, 195 rentable square feet. Tenant hereby acknowledges and agrees that the Tenth Expansion Space is leased by Tenant subject to all terms and conditions of the Lease, as modified by this Fomteenth Modification.


2.Basic   Rental.   Effective  as  of  the  Tenth  Expansion  Space Commencement  Date, the Basic Rental due and payable for the  Tenth  Expansion  Space  shall be  in  the following amounts:


	
			
	Lease Months
	Annual Basic Rental Rate Per Rentable Sguare Foot
	

Monthly Basic Rental Installment

	TESCD - Month 14
	$28.50
	$11,274.13*

	Month  15 -Month 26
	$29.00
	$11,471.92

	Month 27 - Month 38
	$29.50
	$11,669.71

	Month 39 - Month 50
	$30.00
	$11,867.50

	Month 51 - Month 62
	$30.50
	$12,065.29

	Month 63 - Month 74
	$31.00
	$12,263.08

	Month 75 - 11/30/21
	$31.50
	$12,460.88






TESCD = Tenth Expansion Space Commencement Date Month = One full calendar montb
* Subject to abatement as provided  below
Notwithstanding anything to  the  contrary  contained  in  the  foregoing,  provided no uncured event of default exists under the Lease  beyond  applicable  notice  and  cure  periods, Tenant shall be entitled to an abatement of the Basic Rental next due and payable for the Tenth Expansion Space for the first two (2) full months after  the  Tenth  Expansion  Space Commencement Date. Rent for any partial month shall be prorated on a daily basis. Rent for the Tenth Expansion Space shall be paid in addition to Rent for the Current Premises,  and  all  Rent shall be payable in accordance with the terms and provisions of the Lease, as modified by this Fourteenth  Modification.


		
	3.
	Actual Operating Expenses.




(a)Net Lease Conversion.  The Base Rent rates in Paragraph  2 above have been  determined  on  a "net" lease  basis.   Accordingly,  effective  as of  the Tenth  Expansion  Space  Commencement   Date,   Tenant   shall   pay Tenant's proportionate   share  of  Actual  Operating  Expenses  with  respect  to the  Tenth Expansion   Space,   without   adjustment    for   a   base    year    or expense stop.


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Notwithstanding anything to the contrary contained in the foregoing, provided no uncured event of default exists under the Lease beyond applicable notice and cure periods, Landlord agrees to  abate  Tenant's  proportionate  share  of  Actual Operating Expenses (but not the electrical  costs  described  in  Paragraph  7(b) of the Lease) due with respect to the Tenth Expansion Space for the first two (2) full calendar  months  after the Tenth Expansion  Space Commencement  Date.


(b)Cap on Controllable Expenses.       Commencing    on   the   Tenth Expansion Space Commencement Date,  with  respect  to  the  Tenth Expansion Space only, Tenant's proportionate share of Controllable Expenses (as defined  in the  Eleventh  Modification)   shall  not  increase  by  more  than    5%  over Tenant's proportionate share of  Controllable  Expenses  in  the previous  calendar year, on a non-cumulative  and compounding basis.   Tenant shall continue to have a cap on Controllable Expenses with respect to  the  Current Premises as provided in the Lease, as modified by this Fourteenth Modification.


4.Condition of Tenth Expansion Space.   Landlord   agrees  to   cause   leasehold improvements to be constructed  in  the  Tenth  Expansion  Space pursuant  to the  Work  Letter attached  hereto  as Exhibit  B, which  shall  be  executed  by  Landlord, Tenant,  and Landlord 's construction manager, Crescent Property Services, LLC.


5.Termination Option.  The Lease Termination  Option  contained  in Paragraph  7 of the Eleventh Modification, is hereby deleted in its entirety.


6.Parking. Effective  as  of  the  Tenth  Expansion  Space  Commencement Date, Tenant shall have the right to lease up to 14 additional unreserved parking spaces in the Parking Facilities  in accordance  the Parking Agreement  attached to the Ninth  Modification  as Rider  No. 3, as modified by the Eleventh Modification, the Twelfth Modification and the Thirteenth Modification. The rates payable for such unreserved parking spaces shall be as set forth in Paragraph  11 of the Eleventh  Modification.


7.Broker. Tenant represents and warrants that no broker or agent  has represented Tenant in connection with this Fourteenth  Modification,  other  than  Jones  Lang  LaSalle Brokerage, Inc. ("Broker") whose commission shall be paid by Landlord in accordance with a separate agreement between Landlord and Broker. Except as provided in the immediately preceding sentence, each party shall indemnify and defend the other party  against  any Claims for real estate commissions or fees in connection with  this  Fourteenth  Modification  made  by  any other party claiming through the indemnifying party. The foregoing indemnification  obligation of each indemnifying party shall include indemnification of any affiliates or subsidiaries of the foregoing, and all of their respective officers, directors, employees, shareholders, members, partners, agents and contractors (and, in the case of Landlord as  the  indemnified  party,  shall include Landlord's mortgagees and the manager of the Office Building).


8.ERISA   Representation.   Tenant  represents  that  (i)  neither  Tenant  nor any  entity controlling  or  controlled  by  Tenant  owns  a  ten  percent  (10%)  or  more  interest (within the meaning of Prohibited Transaction Class Exemption 84-14)  in  JPMorgan  Chase Bank,  N.A. ("JPMorgan" )  or  any  of  JPMorgan's  affiliates,   and   (ii)  neither   JPMorgan, nor   any of its


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affiliates, owns a ten percent (10%) or more interest in Tenant or any entity  controlling  or controlled  by Tenant.


9.Time   of  the  Essence.   Time  is  of  the  essence  with  respect  to Tenant's  execution and  delivery  of  this Fourteenth  Modification  to Landlord.   If Tenant  fails to execute and deliver a signed copy of this Fourteenth  Modification  to  Landlord  by  5:00 p.m.  (Dallas, Texas time), on February 12, 2015, it shall be deemed null  and void  and shall have no force or  effect,  unless otherwise  agreed  in  writing  by  Landlord.   Landlord's  acceptance,  execution and return of this document shall constitute Landlord's agreement to waive Tenant's failure to meet the foregoing deadline.


10.Miscellaneous. This  Fourteenth  Modification  shall  become  effective  only upon full execution and delivery of this Fourteenth Modification by Landlord  and  Tenant.  This Fourteenth Modification contains the parties' entire agreement regarding the subject matter covered by this Fourteenth Modification,  and  supersedes  all prior  correspondence,  negotiations, and agreements, if any, whether oral or written, between the parties concerning  such subject matter. There are no contemporaneous oral agreements, and there are no representations  or warranties between  the  parties  not  contained  in  this  Fourteenth  Modification.  Except as modified by this Fourteenth Modification, the terms and provisions of the Lease shall remain in full force and effect, and the Lease, as modified by this Fourteenth Modification, shall be binding upon and shall  inure  to the benefit  of  the parties  hereto,  their  successors  and permitted  assigns. In case of a conflict between the Lease and this Fourteenth Modification, the  terms  of  this Fourteenth Modification shall control.


11.Ratification. Landlord and Tenant hereby ratify and confirm their respective obligations under the Lease and each party represents and warrants to the other that to its current actual knowledge, it has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of the date hereof, (a) the Lease is and remains in good standing and full force and effect, and (b) to its current actual knowledge, Tenant has no claims, counterclaims, set-offs or defenses against Landlord arising out of  the Lease or in  any way  relating  thereto.  Landlord  confirms  that, to its current actual knowledge, Tenant is not in default under the Lease.


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EXECUTED  as of the day and year first above written.




LANDLORD:


CRESCENT TC INVESTORS, L.P.,
a Delaware  limited partnership


By:    Crescent TCI GP, LLC.,
a Delaware limited liability company, its general partner




By: /s/ Dianna Russo
Name: Dianna Russo
Title: President






TENANT:


WESTWOOD  MANAGEMENT   CORP.,
a New  York corporation


By: /s/ Julie K. Gerron
Name: Julie K. Gerron
Title: General Counsel




















The Crescent®/Westwood Management Corporation