exv10w39






EXHIBIT
10.39




LEASE AGREEMENT

between




CB PARKWAY BUSINESS CENTER V, LTD.,

a Texas limited partnership



as Landlord



and



REALPAGE, INC., a Texas corporation



as Tenant



 









 





BASIC LEASE INFORMATION




	 	 	 
	Lease Date:

	 	July 23, 1999
	 
	 	 
	Tenant:

	 	RealPage, Inc., a Texas corporation
	 
	 	 
	Tenant’s Address:

	 	4000 International Parkway, Suite 1000

Carrollton, Texas 75007
	 
	 	 
	Tenant’s Contact:

	 	Stephen T. Winn                                Telephone: 972-250-8202
	 
	 	 
	Landlord:

	 	CB Parkway Business Center V, LTD., a Texas limited partnership
	 
	 	 
	Landlord’s Address:

	 	2200 Ross Avenue, Suite 4800 West

Dallas, Texas 75201
	 
	 	 
	Landlord’s Contact:

	 	Becky Rowland                               Telephone: (214) 754-1751
	 
	 	 
	Premises:

	 	Suite No. 1000, in the office building (the “Building”) located or to be
located on the land described as International Business Park (the “Park”)
located in the cities of Plano and Carrollton, Collin and Denton Counties,
Texas (as delineated on the masterplan attached to the Lease as Exhibit
A-1), and whose street address is 4000 International Parkway, Carrollton,
Texas 75007, as particularly described in Exhibit A-2 (the “Land”). The
Building, Land and those rights which will be evidenced by a Reciprocal
Easement and Maintenance Agreement in the form attached as Exhibit F-1,
together comprise the “Project”. The Premises are outlined on the plan
attached to the Lease as Exhibit A and shall contain approximately 98,223
square feet of rentable area (“Rentable Square Feet” or singularly
“Rentable Square Foot”). The Building contains approximately 154,298 of
total square feet of rentable area (“Total Rentable Square Feet” or
singularly “Total Rentable Square Foot”). As soon as reasonably
practicable after the work described in Exhibit D has been Substantially
Completed, the rentable area shall be calculated and confirmed by
Landlord’s architect utilizing the American National Standard Method for
Measuring Floor Area in Office Buildings, ANSI Z65.1 — 1996, as adopted by
the Building Owners and Managers Association International (“BOMA”) and
the actual Rentable Square Feet, Total Rentable Square Feet and Tenant’s
Proportionate Share shall be adjusted as necessary based upon such
calculations. Landlord will provide Tenant a copy of all measurements of
the Premises, and the






 









 






	 	 	 
	 

	 	calculations by Landlord’s architect promptly after
they are prepared. In the event of any adjustment to Rentable Square
Feet, Total Rentable Square Feet or Tenant’s Proportionate Share, Landlord
and Tenant shall execute an amendment to the Lease confirming the adjusted
Rentable Square Feet, Total Rentable Square Feet and Tenant’s
Proportionate Share.
	 
	 	 
	Term:

	 	Commencing September 1, 1999 (the “Commencement Date”), and ending at
11:59 p.m. August 31, 2009, subject to earlier termination and extension
as provided in the Lease.
	 
	 	 
	Basic Rental
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Annual Rate	 	 	 	 
	 	 	per Rentable	 	Chargeable	 	Basic Monthly
	Months	 	Square Foot	 	Square Feet	 	Rental
	1
	 	$	16.50	 	 	 	50,000	 	 	$	68,750.00	 
	2 — 7
	 	$	16.50	 	 	 	70,000	 	 	$	96,250.00	 
	8 — 24
	 	$	16.50	 	 	 	98,223	 	 	$	135,056.63	 
	25 — 60
	 	$	21.00	 	 	 	98,223	 	 	$	171,890.25	 
	61 — 120
	 	$	24.00	 	 	 	98,223	 	 	$	196,446.00	 






	 	 	 
	Security Deposit:

	 	$96,250.00 due upon execution of the Lease as referenced in Section 5 of
the Lease
	 
	 	 
	Rent:

	 	“Rent” is defined as Basic Rental, Tenant’s share of Electrical Costs,
Excess (if any), and all other sums that Tenant may owe to Landlord under
the Lease.
	 
	 	 
	Permitted Use:

	 	General office use.
	 
	 	 
	Tenant’s Proportionate
Share:

	 	“Tenant’s Proportionate Share” is 45.36676% (which is the percentage
obtained by dividing the Rentable Square Feet by the Total Rentable Square
Feet). Tenant’s Proportionate Share is subject to adjustment upon
confirmation of the Rentable Square Feet and Total Rentable Square Feet as
provided above. Tenant’s Proportionate Share shall increase to 63.65799%
upon the eighth month of the Term.
	 
	 	 
	Construction Allowances:

	 	$25.00 per Rentable Square Foot within the Premises.
	 
	 	 
	Comparable Buildings:

	 	As used herein or in the Lease, the term “Comparable Buildings” shall mean
those low-rise garden style, multi-tenant, commercial office buildings
completed on or after January 1, 1997, which are comparable to the
Building in size, design, quality, use, and tenant mix, and which are
located in the same market area (i.e., Plano area North of Frankford, East
of 1-35E, West of Preston Road and South






 









 








	 	 	 
	 

	 	of State Hwy. 121).
	 
	 	 
	Guaranty:

	 	Stephen T. Winn shall execute and deliver to Landlord, contemporaneously
with the execution of this Lease, the Guaranty attached hereto as Exhibit
K.






     The foregoing Basic Lease Information is incorporated into and made a part of the attached
lease agreement dated July 23, 1999, by and between the Landlord and Tenant identified below (the
“Lease”). If any direct conflict exists between any Basic Lease Information and the Lease,
then the Lease shall control.



	 	 	 	 	 	 	 
	 	 	LANDLORD:


CB PARKWAY BUSINESS CENTER V, LTD.,

a Texas limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: 15BCO, Inc., a Texas corporation, its general
partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barbara A. Erhart	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Barbara A. Erhart	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:


REALPAGE, INC., a Texas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen T. Winn	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen T. Winn	 	 
	 

	 	Title:
	 	Chairman of the Board	 	 






 









 





     THIS LEASE AGREEMENT is entered into as of July 23, 1999 by and between CB PARKWAY BUSINESS
CENTER V, LTD., a Texas limited partnership (“Landlord”), and RealPage, Inc., a Texas
corporation (“Tenant”).



	 	 	 
	DEFINITIONS AND 

BASIC PROVISIONS

	 	     1. The definitions and basic provisions set forth in the Basic Lease
Information (the “Basic Lease Information”) executed by Landlord and Tenant
contemporaneously herewith are incorporated herein by reference for all
purposes. To the extent of any direct conflict between the Basic Lease
Information and any provision contained in this Lease, this Lease shall
control.
	 
	 	 
	LEASE GRANT

	 	     2. Subject to the terms of this Lease, Landlord leases to Tenant, and
Tenant leases from Landlord, the Premises.
	 
	 	 
	TERM

	 	     3. The Term shall commence September 1, 1999, subject to adjustment as
provided in Exhibit D, and end at 11:59 p.m. one hundred twenty (120)
months after the Commencement Date as so adjusted, subject to renewal
options as provided in Exhibit E. The targeted date for Substantial
Completion (“Target Completion Date”) is now October 15, 1999. Landlord
shall deliver possession of the entire Premises to Tenant upon Substantial
Completion of the Initial Improvements. Landlord shall provide Tenant
access to the Premises prior to Substantial Completion for the purpose of
installing Tenant’s communication and data cables, furniture and other
equipment, and otherwise preparing for Tenant’s occupancy of the Premises.
Tenant shall not interfere with Landlord’s contractor in its performance of
the Work described in Exhibit D and shall obtain any and all governmental
permits and approvals as required prior to such installation. Tenant’s
access to the Premises prior to Substantial Completion shall be subject to
the terms and conditions in this Lease other than the payment of Rent. The
Basic Monthly Rental shall be as specified in the Basic Lease Information
regardless of the amount of Rentable Square Feet occupied and used by
Tenant. By occupying the Premises, Tenant shall be deemed to have accepted
the Premises in their condition as of the date of such occupancy, subject
to Landlord’s completion of any work required by Exhibit D hereto or
related punch list items. Tenant shall execute and deliver to Landlord,
within ten (10) days after Landlord has requested same, a letter confirming
(1) the Commencement Date, (2) that Tenant has occupied the Premises, and
(3) if true, that as of the date of such letter Landlord has performed all
of its obligations with respect to the Premises that are due to be
performed through such date.
	 
	 	 
	RENT

	 	     4. (a) Payment. Tenant shall timely pay to Landlord the






 









 






	 	 	 
	 

	 	Rent without
deduction or set off (except as otherwise expressly provided herein), at
Landlord’s Address (or such other address as Landlord may from time to time
designate in writing to Tenant). Basic Rental, adjusted as herein
provided, shall be payable monthly in advance. The first full monthly
installment of Basic Rental shall be payable contemporaneously with the
execution of this Lease; thereafter, monthly installments of Basic Rental
shall be due on the first day of each succeeding calendar month during the
Term. Basic Rental for any partial month at the beginning or end of the
Term shall be prorated based upon the number of days within the Term during
the partial month multiplied by 1/365 of the then current annual Basic
Rental and shall be due on or before the Commencement Date, or first day of
the last calendar month of the Term, as applicable.
	 
	 	 
	 

	 	          (b) Electrical Costs. Tenant shall pay to Landlord an amount equal to the
product of (1) the cost of all electricity used by the Project (“Electrical
Costs”), multiplied by (2) Tenant’s Proportionate Share. Such amount shall
be payable monthly based on Landlord’s reasonable estimate of the amount
due for each month, and shall be due on the Commencement Date and on the
first day of each calendar month thereafter.
	 
	 	 
	 

	 	          (c) Annual Electrical Cost Statement. By April 1 of each calendar year, or
as soon thereafter as practicable, Landlord shall furnish to Tenant a
statement of Landlord’s actual Electrical Costs (the “Annual Electrical
Cost Statement”) for the previous year adjusted as provided in Section
4.(d), which shall include a reconciliation of the actual amount Tenant
owes for its share of Electrical Costs against the estimated amount
collected from Tenant. If such reconciliation shows that Tenant paid more
than owed, then Landlord shall reimburse Tenant by check or cash for such
excess within thirty (30) days after delivery of the Annual Electrical Cost
Statement; conversely, if Tenant paid less than it owed, then Tenant shall
pay Landlord such deficiency within thirty (30) days after delivery of the
Annual Electrical Cost Statement.
	 
	 	 
	 

	 	          (d) Adjustments to Electrical Costs. With respect to any calendar year or
partial calendar year in which the Building is not occupied to the extent
of 95% of the rentable area thereof, the Electrical Costs for such period
shall, for the purposes hereof, be increased to the amount which would have
been incurred had the Building been occupied to the extent of 95% of the
rentable area thereof .
	 
	 	 
	 

	 	          (e) Delinquent Payment. Subject to the one-time






 









 






	 	 	 
	 

	 	exception provided below,
if any payment required by Tenant under this Lease is not paid when due,
Landlord may charge Tenant a fee equal to 5% of the delinquent payment to
reimburse Landlord for its cost and inconvenience incurred as a consequence
of Tenant’s delinquency. Said late charge shall be waived one time during
any consecutive twelve (12) month period (i.e., upon waiver of a late
charge, it shall not again be waived until at least twelve (12) months has
passed since the late charge was waived) provided full payment is received
by Landlord within ten (10) business days of notice as provided within
15(a) written below. In no event shall the charges permitted under this
Section 4.(e) or elsewhere in this Lease, to the extent the same are
considered to be interest under applicable law, exceed the maximum lawful
rate of interest.
	 
	 	 
	 

	 	          (f) Taxes. Tenant shall be liable for all taxes levied or assessed against
personal property, furniture, or fixtures placed by Tenant in the Premises.
If any taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord’s property and Landlord elects to pay the same, or if
the assessed value of Landlord’s property is increased by inclusion of such
personal property, furniture or fixtures and Landlord elects to pay the
taxes based on such increase, then Tenant shall pay to Landlord, within ten
(10) days of demand, that part of such taxes for which Tenant is primarily
liable.
	 
	 	 
	 

	 	          (g) Excess. Tenant shall pay the Excess in the Basic Cost over the Expense
Stop as such terms are defined in Exhibit C.
	 
	 	 
	SECURITY DEPOSIT

	 	     5. Contemporaneously with the execution of this Lease, Tenant shall pay to
Landlord, in immediately available funds, the Security Deposit, which shall
be held by Landlord without liability for interest and as security for
performance by Tenant of its obligations under this Lease. The Security
Deposit is not an advance payment of Rent or a measure or limit of
Landlord’s damages upon an Event of Default (defined below). Landlord may,
from time to time, upon written notice to Tenant and without prejudice to
any other remedy, use, all or a part of the Security Deposit to perform any
obligation which Tenant was obligated, but failed to perform hereunder.
Following any such application of the Security Deposit, Tenant shall pay to
Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. Within thirty (30) days after the
expiration of the Term, as may have been extended, provided Tenant has
performed all of its obligations hereunder, Landlord shall return to Tenant
the balance of the Security Deposit not applied to satisfy Tenant’s
obligations. If Landlord transfers its interest in the Premises,






 









 








	 	 	 
	 
	 	 
	 

	 	then
Landlord shall assign the Security Deposit to the transferee and Landlord
thereafter shall have no further liability for the return of the Security
Deposit to Tenant.
	 
	 	 
	LANDLORD’S
OBLIGATIONS

	 	     6. (a) Services; Maintenance. Landlord shall furnish to Tenant (1) potable
water (hot and cold) at those points of supply provided for general use of
tenants of the Building; (2) heated and refrigerated air conditioning from
7 a.m. to 7 p.m. Monday through Friday and 7 a.m. to 1 p.m. on Saturday
(except for New Years Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and the Friday following Thanksgiving Day and Christmas Day
[which days shall be collectively referred to herein as “Holidays”])
sufficient to maintain temperatures during these hours as follows: (a) in
the winter a minimum of 70 degrees Fahrenheit dry bulb when the outside
temperatures is not less than 10 degrees Fahrenheit dry bulb and (b) in the
summer a maximum of 78 degrees Fahrenheit dry bulb when the outside
temperature is not more than 100 degrees Fahrenheit dry bulb, in each case
for those portions of the Premises in which temperature is not affected by
computer and other heat generating equipment (other than desk top laser
printers, personal computers and other machines of similar low electrical
consumption except in areas where more than two (2) such machines operate
per employee desk); (3) janitorial service to the Premises on weekdays
other than Holidays (Landlord reserves the right to bill Tenant separately
for extra janitorial service required for any special improvements
installed by or at the request of Tenant) and such window washing as may
from time to time in Landlord’s judgment be reasonably required, such
janitorial services to be generally in accordance with those services
described on Exhibit G; (4) non-exclusive elevator for ingress and egress
to the floors on which the Premises are located; (5) replacement of
Building-standard light bulbs and fluorescent tubes, provided that
Landlord’s standard charge for such bulbs and tubes shall be paid by
Tenant; and (6) electrical current (subject to Tenant’s obligation to pay
its share of Electrical Costs as provided herein). If Tenant desires heat
and air conditioning at any time other than times herein designated, such
services shall be supplied to Tenant upon reasonable advance notice and
Tenant shall pay to Landlord $20.00 per hour per floor (minimum two hours)
for each additional hour (prorated and rounded up to the nearest quarter
hour) such services are provided, such amount being payable within ten (10)
days of receipt of an invoice therefor. Landlord’s obligation to furnish
services under this Section shall be subject to the rules, regulations and
other conditions or requirements of the supplier of such services and any
applicable governmental entity or agency.






 









 






	 	 	 
	 

	 	          (b) Maintenance. Landlord shall maintain all Shell Construction (as
defined on Exhibit D-1 to the Lease) items, Building Systems (defined
below), and Building common areas including all parking areas and
landscaping, in good order and condition as customary for Comparable
Buildings. “Building Systems” shall include all electrical, plumbing, and
air conditioning systems within the Building which either were included in
the Shell Construction or which were installed by Tenant pursuant to this
Lease and which meet the following requirements: (i) properly approved by
Landlord; (ii) installed in conformance with all plans and specifications
as approved by Landlord; (iii) Tenant shall have informed Landlord in
writing of the name, address, phone number and contact person of the
contractor responsible for the installation of such system; (iv) Tenant
shall have assigned in writing all contractor’s and manufacturer’s
warranties received by Tenant in connection with such system; and (v) in
connection with Tenant’s contracting for the installation thereof, Landlord
shall have been expressly named as a third party beneficiary to, and shall
have been provided copies of, such contract and any related warranties.
Notwithstanding the foregoing, Building Systems shall not include any
improvements made to or within the Premises which differ from the base
building systems; are otherwise specialized to Tenant’s use and occupancy
of the Premises and not customary for office tenants in Comparable
Buildings, and the supplemental HVAC units installed pursuant to Section
23(s). Any such improvement shall be maintained and repaired by Tenant, at
its sole cost and expense, with contractors and subcontractors approved by
Landlord in writing and otherwise in accordance with the provisions of
Subsections 7(b) and 7(d) below. Landlord agrees to provide services and to
maintain the Building in a manner consistent with the services and
maintenance provided to office tenants in Comparable Buildings; provided,
however, all costs and expenses associated with the maintenance, repair
and/or replacement of any item, element or component of Building Systems
which was installed by or at the request of Tenant (except as approved
above) shall be borne solely by Tenant, and Tenant agrees to reimburse
Landlord for all such costs and expenses within fifteen (15) days after
receipt of an invoice therefor.
	 
	 	 
	 

	 	          (c) Excess Electrical Use. Landlord shall use reasonable efforts to
furnish electrical current for computers, electronic data processing
equipment, special lighting, or other equipment that requires more than 120
volts, or other equipment whose electrical energy consumption exceeds
normal office usage, through any existing feeders and risers serving the
Building and the Premises. Tenant shall






 









 






	 	 	 
	 

	 	not install any electrical
equipment requiring special wiring or requiring voltage in excess of 120
volts or otherwise exceeding Building capacity unless approved in advance
by Landlord, which approval will not be unreasonably delayed, withheld or
conditioned. To the extent Tenant’s use of such items, as reasonably
determined by Landlord and Tenant’s representative, exceeds the normal and
customary electrical use and consumption of any other tenants or occupants
within the Building, Landlord may reasonably allocate to and charge Tenant,
in addition to Tenant’s Proportionate Share of Electrical Costs, for such
additional electrical use and consumption on any fair and equitable basis
and may require that separate metering or sub-metering be installed, at
Tenant’s expense, for such purpose. In a like fashion, Landlord shall
allocate to and charge other tenants of the Building for their respective
excess electrical use. The use of electricity in the Premises shall not
exceed the capacity of existing feeders and risers to or wiring in the
Premises. Any risers or wiring required to meet Tenant’s excess electrical
requirements shall, upon Tenant’s request, be installed by Landlord (unless
otherwise agreed by Landlord) at Tenant’s expense, if, in Landlord’s sole
and absolute judgment, the same are necessary and shall not cause permanent
damage or injury to the Building or the Premises, cause or create a
dangerous or hazardous condition, entail excessive or unreasonable
alterations, repairs, or expenses, or unreasonably interfere with or
disturb other tenants of the Building. If Tenant uses machines or
equipment (other thin general office machines, excluding computers and
electronic data processing equipment) in the Premises which affect the
temperature otherwise maintained by the air conditioning system or
otherwise overload any utility, after thirty (30) days written notice to
Tenant, during which time Tenant shall have the opportunity to cease such
overload activities or agree to provide the supplement necessary, and if
Tenant fails to do either then, Landlord may install supplemental air
conditioning units or other supplemental equipment in the Premises, and the
cost thereof, including the cost of installation, operation, use, and
maintenance, shall be paid by Tenant to Landlord within ten (10) days after
Landlord has delivered to Tenant an invoice therefor. Supplemental
Equipment (as defined in section 23(s)) shall be separately metered and the
electrical cost associated therewith borne solely by Tenant. At the time
of Tenant’s submission of plans and specifications for Landlord’s approval
pursuant to Section 7 herein and/or Exhibit D to this Lease, Landlord and
Tenant shall cooperate in good faith to identify any fixtures, equipment
and/or appliances to be installed or placed in the Premises which fixtures,
equipment or appliances would exceed the normal and customary electrical
use and consumption of typical office tenants in Comparable Buildings,
would affect the temperature otherwise maintained by the air conditioning






 









 






	 	 	 
	 

	 	system, or would require electric capacity in excess of any planned or
existing feeders, risers, or wiring to the Premises. If it is determined
such fixtures, equipment or appliances exceed normal office usage, then
Tenant shall at its cost and at Landlord’s request, provide reports
detailing such excess use and or install separate meters as reasonably
required.
	 
	 	 
	 

	 	          (d) Restoration of Services; Abatement. Landlord shall use reasonable
efforts to restore any service that becomes unavailable; however, such
unavailability shall not render Landlord liable for any damages caused
thereby, be a constructive eviction of Tenant, constitute a breach of any
implied warranty, or, except as provided in the next sentence, entitle
Tenant to any abatement of Tenant’s obligations hereunder. However, if
Tenant is prevented from making reasonable use of all or a portion of the
Premises for more than five (5) consecutive business days because of the
unavailability of any such service, Tenant shall, as its exclusive remedy
therefor, be entitled to abatement of Rent, or the pro rata portion thereof
equivalent to the portion of the Premises rendered unusable to the entire
Premises, for each consecutive day (after such five (5) business day
period) that Tenant is so prevented from making reasonable use of the
Premises or the applicable portion thereof.
	 
	 	 
	 

	 	          (e) Access. Subject to any Building rules and regulations, necessary
repairs and maintenance, and any events beyond Landlord’s reasonable
control which would prevent access, Tenant shall have access to the
Premises twenty-four (24) hours a day, seven (7) days a week. The Building
shall include twenty-four (24) hour access by security card which cards
shall be provided to Tenant upon payment of a $10 refundable deposit per
card. Tenant may install its own, independent security card system for
controlling access to, from and within the Premises, and Landlord shall, to
the extent reasonably practicable, work with Tenant to integrate Tenant’s
card access system with the Building card access system so that the access
control system at the main entrance to the Building could be operated by
Tenant’s access cards as well as Landlord’s access cards. Tenant shall
provide Landlord, at no cost to Landlord, not less than two (2) master
access cards to Tenant’s security card system which will permit Landlord
access to all portions of the Premises at all times. An on-site security
patrol (within and for the benefit of the entire International Business
Park of which the Building is a part and not solely within or for the sole
benefit of the Building) will be provided for approximately ten (10) hours
per night, seven (7) nights per week. Such patrol will provide escort
service to Tenant’s employees to and from the Building and the Parking Area






 









 






	 	 	 
	 

	 	during those hours which such patrol is provided and upon such notice as
may be reasonably required by such patrol. NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, LANDLORD SHALL HAVE NO RESPONSIBILITY TO PREVENT, AND
SHALL NOT BE LIABLE TO TENANT, ITS EMPLOYEES, AGENTS, NOR ANY OTHER PERSON
FOR LOSSES DUE TO THEFT OR BURGLARY, OR FOR DAMAGES OR INJURY TO PERSONS OR
PROPERTY DONE BY PERSONS GAINING ACCESS TO THE PROJECT OR THE PREMISES EVEN
IF CAUSED IN WHOLE OR PART BY THE NEGLIGENCE OF LANDLORD, ITS EMPLOYEES,
AGENTS OR CONTRACTORS, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE
OR WILFUL MISCONDUCT OF LANDLORD, AND TENANT HEREBY RELEASES LANDLORD FROM
ALL LIABILITY FOR SUCH LOSSES, DAMAGES AND/OR INJURY.
	 
	 	 
	IMPROVEMENTS;
ALTERATIONS;
REPAIRS;
MAINTENANCE

	 	     7. (a) Improvements; Alterations. No improvements or alterations in or
upon the Premises, including not by limitation paint, wall coverings, floor
coverings, light fixtures, window treatments, signs, advertising, or
promotional lettering or other media, shall be installed or made by Tenant
except in accordance with plans and specifications which have been
previously submitted to and approved in writing by Landlord, which approval
shall not be unreasonably withheld or delayed except that Landlord may
withhold approval of any improvements or alterations which it determines,
in its sole opinion, will materially and adversely affect any structural or
aesthetic (only to the extent visible from outside the Premises or common
areas) aspect of the Building or Building Systems. All improvements and
alterations (whether temporary or permanent in character) made in or upon
the Premises, either by Landlord or Tenant, shall (i) comply with all
applicable laws, ordinances, rules and regulations, and (ii) be Landlord’s
property at the end of the Term and shall remain on the Premises without
compensation to Tenant unless prior to installation, Tenant provides
Landlord with written notice of all items which may be removed by Tenant
and Landlord consents to such removal in advance. Such consent shall not
be unreasonably withheld provided Landlord may condition such consent as it
deems reasonably necessary including not by limitation requiring Tenant to
replace any items upon removal with similar items comparable to any such
items in the Building or, if not applicable, then Comparable Buildings.
Approval by Landlord of any of Tenant’s drawings and plans and
specifications prepared in connection with any improvements in the Premises
shall not constitute a representation or warranty of Landlord as to the
adequacy or sufficiency of such drawings, plans and specifications, or the
improvements to which they






 









 






	 	 	 
	 

	 	relate, for any use, purpose, or condition, but
such approval shall merely be the consent of Landlord as required
hereunder. Landlord warrants and agrees that it shall complete the
Building Shell Construction in compliance with all then applicable
governmental laws, rules and regulations, including not by limitation the
Americans with Disabilities Act of 1990 (“ADA”) and Texas Accessibility
Standards adopted by the Texas Commission on Licensing and Regulation
(“TAS”) Thereafter, notwithstanding anything in this Lease to the contrary,
Tenant shall be responsible for all costs incurred (as provided in Section
2.(c) of Exhibit C) to cause the Premises to comply with any such laws,
rules or regulations, including not by limitation the retrofit requirements
of ADA and TAS, as the same may be hereafter amended.
	 
	 	 
	 

	 	          (b) Tenant Repairs; Maintenance. Except for those janitorial services to
be provided by Landlord as expressly provided in this Lease, Tenant shall,
at Tenant’s cost, maintain its personal property (inclusive of supplemental
air conditioning units and all improvements or alterations to the Premises
other than those items included in Shell Construction (including all
heating, ventilation and air conditioning systems (“HVAC”) as described in
Exhibit D-1 from the point of supply to the point of entry into the
Premises) which shall be maintained by Landlord in a clean, safe, operable,
attractive condition, and shall not permit or allow to remain any waste or
damage to any portion of the Premises. Subject to the provisions of
Sections 10(b) and 14, and normal wear and tear. Tenant shall repair or
replace, subject to Landlord’s direction and supervision, any damage to the
Project caused by Tenant or Tenant’s agents, contractors, or invitees. If
Tenant fails to commence such repairs or replacements within fifteen (15)
days after the occurrence of such damage and diligently continue to repair
such damage, then Landlord, upon written notice to Tenant, may make the
same at Tenant’s expense, which shall be payable to Landlord within ten
(10) days after Landlord has delivered to Tenant an invoice therefor.
	 
	 	 
	 

	 	          (c) Performance of Work. All work described in this Section 7 shall be
performed only by Landlord or by contractors and subcontractors approved in
writing by Landlord. Tenant shall cause all contractors and subcontractors
to procure and maintain insurance coverage against such risks, in such
amounts, and with such companies as Landlord may reasonably require. All
such work shall be performed in accordance with all legal requirements and
in a good and workmanlike manner so as not to damage the Premises, the
structure of the Building, or plumbing, electrical lines, or other utility
transmission facilities or Building mechanical systems. All such work
which may affect the Building’s electrical, mechanical, plumbing or other
systems






 









 






	 	 	 
	 

	 	must be approved by the Building’s engineer of record.
	 
	 	 
	 

	 	          (d) Mechanic’s Liens. Tenant shall not permit any mechanic’s liens to be
filed against the Project for any work performed, materials furnished, or
obligation incurred by or at the request of Tenant. If such a lien is
filed, then Tenant shall, within thirty (30) days after Landlord has
delivered notice of the filing to Tenant, either pay the amount of the lien
or diligently contest such lien and deliver to Landlord a bond or other
security reasonably satisfactory to Landlord. If Tenant fails to timely
take either such action, then Landlord may pay the lien claim without
inquiry as to the validity thereof, and any amounts so paid, including
expenses and interest, shall be paid by Tenant to Landlord within ten (10)
days after Landlord has delivered to Tenant an invoice therefor.
	 
	 	 
	USE

	 	     8. Tenant shall occupy and use the Premises only for the Permitted Use and
shall comply with all laws, orders, rules, and regulations relating to the
use, condition, and occupancy of the Premises. General Office use includes
but is not limited to operation of a data center, computer room, customer
training center and software reproduction, packaging and shipping center;
software development; web page design and hosting; product support; sales
and administration; with some functions operational 24 hours per day, 7
days per week. The Premises shall not be used for (i) any use which is
disreputable, (ii) creates extraordinary fire hazards, (iii) results in an
increased rate of insurance on the Building or its contents, or (iv) the
storage of any hazardous materials or substances in violation of
environmental laws. If, because of Tenant’s acts, unless Tenant pays such
increased rate as provided below, the rate of insurance on the Building or
its contents increases, Tenant shall pay to Landlord the amount of such
increase on demand, and acceptance of such payment shall not constitute a
waiver of any of Landlord’s other rights. Tenant shall conduct its
business and control its agents, employees, and invitees in such a manner
as not to create any nuisance or interfere with other tenants or Landlord
in its management of the Project. Landlord agrees not to lease space in
the Project to a competitor of Tenant (as described in Section 23(u))
during the term of this Lease, including any renewals or extensions.
	 
	 	 
	ASSIGNMENT AND 

SUBLETTING

	 	     9. (a)(i) Transfers: Consent. Other than Permitted Transfers as described
below, Tenant shall not, without the prior written consent of Landlord
which shall not be unreasonably withheld or delayed, (1) advertise that any
portion of the Premises is available for lease (excluding the engagement of
a real estate broker(s) to market sublease space), (2) assign, transfer, or
encumber this Lease or any






 









 






	 	 	 
	 

	 	estate or interest herein whether directly or by
operation of law, (3) if Tenant is an entity other than a corporation whose
stock is publicly traded, permit the transfer of an ownership interest in
Tenant so as to result in a change in the current control of Tenant, (4)
sublet any portion of the Premises, (5) grant any license, concession, or
other right of occupancy of any portion of the Premises, or (6) permit the
use of the Premises by any parties other than Tenant (any of the events
listed in Sections 9.(a)(2) through 9.(a)(6) being a “Transfer”). If
Tenant requests Landlord’s consent to a Transfer, then Tenant shall provide
Landlord with a written description of all terms and conditions of the
proposed Transfer, copies of the proposed documentation, and the following
information about the proposed transferee: name and address; reasonably
satisfactory information about its business and business history; its
proposed use of the Premises; and general references sufficient to enable
Landlord to determine the proposed transferee’s reputation and character.
Landlord shall respond in writing to Tenant’s request for a Transfer within
ten (10) business days of receipt of written request therefor. Tenant
shall reimburse Landlord for its attorneys’ fees and other expenses
incurred in connection with considering any request for its consent to a
Transfer (not to exceed $500 per request). Landlord shall not unreasonably
withhold, delay or condition its consent except that Landlord may withhold
or condition its consent if it reasonably determines that the proposed
transferee or its use (including not by limitation the number of employees,
hours of operation, parking requirements, electrical or other Building
System requirements, conflicts or competition with existing tenants) is
unacceptable, would burden the Building, or are incompatible with the
Building or its occupants. If Landlord consents to a proposed Transfer,
then the proposed transferee shall deliver to Landlord a written agreement
whereby it expressly assumes the Tenant’s obligations hereunder; however,
any transferee of less than all of the space in the Premises shall be
liable only for obligations under this Lease that are properly allocable to
the space subject to the Transfer, and only to the extent of the rent it
has agreed to pay Tenant therefor. Landlord’s consent to a Transfer shall
not release Tenant from performing its obligations under this Lease, but
rather Tenant and its transferee shall be jointly and severally liable
therefor. Landlord’s consent to any Transfer shall not waive Landlord’s
rights as to any subsequent Transfers. If an Event of Default occurs while
the Premises or any part thereof are subject to a Transfer, then Landlord,
in addition to its other remedies, may collect directly from such
transferee all rents becoming due to Tenant and apply such rents against
Rent. Tenant authorizes its transferees to make payments of rent directly
to Landlord upon Tenant’s receipt of notice from Landlord to do so;
however, Landlord shall not be obligated to






 









 






	 	 	 
	 

	 	accept separate Rent payments
from any transferees and may require that all Rent be paid directly by
Tenant.
	 
	 	 
	 

	 	               (ii) Permitted Transfers. Tenant shall be permitted without the consent of
Landlord, to periodically sublet portions of the Premises or to assign this
Lease to any Affiliate of Tenant so long as the Premises continue to be
used solely for the Permitted Use and the parking requirements of the
subtenant or assignee are no greater than those of Tenant (such transfer
being deemed a “Permitted Transfer”). As used herein, “Affiliate” shall
mean any person or entity, directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with
Tenant, or any person or entity merging with Tenant, or acquiring the
majority of the voting stock of Tenant, or acquiring all or substantially
all of the assets of Tenant. As used herein “control” shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management of and policies of such controlled person or
entity. Following any such assignment or subletting, Tenant shall remain
primarily liable for all present and future obligations under this Lease,
or if Tenant no longer exists because of a merger or acquisition, the
surviving or acquiring entity shall expressly assume the obligations of
Tenant hereunder. Tenant shall promptly notify Landlord in writing within
ten (10) days after such assignment or subletting.
	 
	 	 
	 

	 	          (b) Additional Compensation. Tenant shall pay to Landlord, immediately
upon receipt thereof, one-half (1/2) of all rent received by Tenant for a
Transfer (other than a Permitted Transfer) that exceeds the Rent allocable
to the portion of the Premises covered thereby after Tenant has recovered
from any such excess all costs associated with such assignment or
subletting, (i.e. marketing, advertising and promotional costs, real estate
commissions, legal fees and construction costs). Tenant shall hold amounts
due to Landlord hereunder in trust for Landlord and pay them to Landlord
within ten (10) days after receipt.
	 
	 	 
	 

	 	          (c) Cancellation. Notwithstanding anything to the contrary herein,
Landlord shall have the option, upon any request by Tenant for Landlord’s
approval of a Transfer (i) of more than thirty percent (30%) (in the
aggregate including those Transfers, then in effect and as then, requested)
of the Premises and (ii) where the Basic Rental payable under the terms of
all such Transfers (including the proposed Transfer) exceeds the total
Basic Rental provided by the Lease, to terminate this Lease as to, and
retake possession of, that portion of the Premises as would be subject to
such requested Transfer. Such






 









 






	 	 	 
	 

	 	termination shall be effective as of the
date on which such Transfer was to be effective. If Landlord terminates
this Lease as to any portion of the Premises, then this Lease shall cease
for such portion of the Premises; and Tenant shall pay to Landlord all Rent
accrued through the termination date relating to the portion of the
Premises covered by the proposed Transfer and unamortized brokerage
commissions (amortized on a straight-line basis over the initial Term of
the Lease) paid or payable by Landlord in connection with this Lease to the
brokerage firms listed in Section 23. (d) that are allocable to such
portion of the Premises. Thereafter, Landlord may lease such portion of
the Premises to the prospective transferee (or to any other person) without
liability to Tenant. In such event, prior to the effective date of such
termination, and subject to Landlord’s direction and supervision, Tenant
shall be solely responsible for the cost and construction of a wall
demising the remaining Premises from the portion of the Premises as to
which the Lease is terminated.
	 
	 	 
	INSURANCE; WAIVERS;
SUBROGATION;
INDEMNITY

	 	     10. (a) Insurance. Tenant shall, at its expense, procure and maintain
throughout the Term, the following insurance policies: (1) comprehensive
general liability insurance in amounts of not less than a combined single
limit of $3,000,000 (the “Initial Liability Insurance Amount”) or such
other amounts as Landlord may from time to time reasonably require,
insuring Tenant, Landlord, Landlord’s agents, and their respective
affiliates against all liability for injury to or death of a person or
persons or damage to property arising from the use and occupancy of the
Premises, and (2) insurance covering the full value of Tenant’s property
and improvements, and other property (including property of others), in the
Premises. Tenant’s insurance shall provide primary coverage to Landlord
when any policy issued to Landlord provides duplicate or similar coverage,
and in such circumstance Landlord’s policy will be excess over Tenant’s
policy. Tenant shall furnish certificates of such insurance and such other
evidence satisfactory to Landlord of the maintenance of all insurance
coverage required hereunder, and Tenant shall obtain a written obligation
on the part of each insurance company to notify Landlord at least thirty
(30) days before cancellation or a material change of any such insurance.
All such insurance policies shall be in form, and be issued by companies,
reasonably satisfactory to Landlord. Landlord shall maintain comprehensive
general liability insurance covering the Land and Building in amounts not
less than a combined single limit of $3,000,000 or such other amounts as
Landlord may reasonably determine.
	 
	 	 
	 

	 	          (b) Waiver of Claims; No Subrogation. Neither






 









 








	 	 	 
	 

	 	Landlord nor Tenant shall
have any liability to the other for any damage or injury to the property of
Landlord or Tenant, including the Building and tenant improvements in the
Premises, arising from or caused by any cause customarily insured against
under a standard fire and extended casualty insurance policy, even if
caused by the negligence of Landlord, Tenant, or their shareholders,
partners, officers and employees, and no insurer shall have any rights of
subrogation with respect to the foregoing. Landlord shall not be liable or
responsible to Tenant for any loss or damage to any property or person
occasioned by theft, fire, casualty, vandalism, acts of God, public enemy,
injunction, riot, strike, inability to procure materials, insurrection,
war, court order, requisition or order of governmental body or authority,
or for any other causes beyond Landlord’s control. All goods, property or
personal effects stored or placed by Tenant in or about the Building shall
be at the sole risk of Tenant.
	 
	 	 
	 

	 	          (c) Indemnity. Each party shall indemnify and hold harmless the other from
and against any and all claims, demands, liabilities, causes of action,
suits, judgments and expenses (including attorneys’ fees) arising from or
for injury to third persons or damage to property owned by third persons
and caused by the negligence or intentional torts of the indemnifying
party.
	 
	 	 
	SUBORDINATION;
ATTORNMENT; NOTICE
TO LANDLORD’S
MORTGAGEE

	 	     11. (a) Subordination. Subject to the condition set forth in the following
sentence, this Lease shall be subordinate to any deed of trust, mortgage,
or other security instrument (a “Mortgage”), or any ground lease, master
lease, or primary lease (a “Primary Lease”/“Primary Lessor”), that now or
hereafter covers all or any part of the Premises (the mortgagee under any
Mortgage or the lessor under any Primary Lease is referred to herein as
“Landlord’s Mortgagee”). Attached as Exhibit M is the Subordination,
Non-Disturbance and Attornment Agreement used by Landlord’s current
mortgages. As a condition to such subordination, Landlord shall obtain
from Landlord’s Mortgagee, both existing and future, and deliver to Tenant
a non-disturbance agreement for the benefit of Tenant in a form reasonably
acceptable to Landlord, Landlord’s Mortgagee, and Tenant.
	 
	 	 
	 

	 	          (b) Attornment. Tenant shall attorn to any party succeeding to Landlord’s
interest in the Premises, whether by purchase, foreclosure, deed in lieu of
foreclosure, power of sale, termination of lease, or otherwise, upon such
party’s request, and shall execute such agreements confirming such
attornment as such party may reasonably request.






 









 






	 	 	 
	 

	 	          (c) Notice to Landlord’s Mortgagee. Tenant shall not seek to enforce any
remedy it may have for any default on the part of the Landlord without
first giving written notice by certified mail, return receipt requested,
specifying the default in reasonable detail, to any Landlord’s Mortgagee
whose address has been given to Tenant, and affording such Landlord’s
Mortgagee a period to perform Landlord’s obligations hereunder, which
period shall equal the cure period applicable to Landlord hereunder.
	 
	 	 
	RULES AND 

REGULATIONS

	 	     12. Tenant shall comply with the rules and regulations of the Building
which are attached hereto as Exhibit B. Landlord may, from time to time,
change such rules and regulations for the safety, care, or cleanliness of
the Building and related facilities, provided that such changes are
applicable to all tenants of the Building and will not unreasonably
interfere with Tenant’s use of the Premises or add any unusual economic
burden or lessen Tenant’s rights under this Lease. Tenant shall be
responsible for compliance with such rules and regulations by its
employees, agents, and invitees.
	 
	 	 
	CONDEMNATION

	 	     13. (a) Taking — Tenant’s Rights. If any part of the Project (including
parking) is taken by right of eminent domain for a period exceeding ninety
(90) days or conveyed in lieu thereof (a “Taking”), and such Taking
prevents Tenant from conducting its business from the Premises in a manner
reasonably comparable to that conducted immediately before such Taking,
then Tenant may terminate this Lease by giving written notice to Landlord
within thirty (30) days after such Taking. Upon the occurrence of a
Taking, Rent shall be abated on a reasonable basis as to that portion of
the Premises rendered untenantable by the Taking from the first day of the
Taking until such termination. If Tenant does not terminate this Lease,
then Rent shall be abated on a reasonable basis as to that portion of the
Premises rendered untenantable by the Taking. If a portion of the Premises
or Building are subject to a Taking and such Taking does not prevent Tenant
from conducting its business in a manner reasonably comparable to that
conducted immediately before such Taking, the Lease shall remain in full
force and effect and Rent shall be adjusted on a reasonable basis from the
first day of the Taking.
	 
	 	 
	 

	 	          (b) Taking — Landlord’s Rights. If any material portion, but less than
all, of the Project or related parking becomes subject to a Taking, or if
Landlord is required to pay any of the proceeds received for a Taking to
Landlord’s Mortgagee, then this Lease, at the option of Landlord, exercised
by written notice to Tenant within thirty






 









 






	 	 	 
	 

	 	(30) days after such Taking,
shall terminate and Rent shall be adjusted on a reasonable basis from the
first day of the Taking until such termination. If a partial Taking occurs
and the Lease does not terminate, Rent shall be adjusted on a reasonable
basis from the first day of the Taking.
	 
	 	 
	 

	 	          (c) Award. If any Taking occurs, all proceeds shall belong to and be paid
to Landlord, and Tenant shall not be entitled to any portion thereof except
that Tenant shall have all rights permitted under the laws of the State of
Texas to appear, claim and prove in proceedings relative to such taking (i)
the value of any fixtures, furnishings, and other personal property which
are taken but which under the terms of this Lease Tenant is permitted to
remove at the end of the Term, (ii) the unamortized cost (such costs having
been amortized on a straight-line basis over the Term excluding any renewal
terms) of Tenant’s leasehold improvements which are taken that Tenant is
not permitted to remove at the end of the Term and which were installed
solely at Tenant’s expense (i.e., not made or paid for by Landlord from the
Construction Allowance or otherwise), and (iii) relocation and moving
expenses, but not the value of Tenant’s leasehold estate created by this
Lease and only so long as such claims in no way diminish the award Landlord
is entitled to from the condemning authority as provided hereunder.
	 
	 	 
	FIRE OR OTHER 

CASUALTY

	 	     14. (a) Repair Estimate. If the Premises or the Building are damaged by
fire or other casualty (a “Casualty”), Landlord shall, within sixty (60)
days after such Casualty, deliver to Tenant a good faith estimate (the
“Damage Notice”) of the time needed to repair or replace the damage caused
by such Casualty.
	 
	 	 
	 

	 	          (b) Casualty-Tenant’s Rights. If a material portion of the Premises or the
Building is damaged by Casualty such that Tenant is prevented from
conducting its business in the Premises in a manner reasonably comparable
to that conducted immediately before such Casualty and Landlord estimates
that the damage caused thereby cannot be repaired within one hundred eighty
(180) days after the date of casualty, then Tenant may terminate this
Lease. Rent for the portion of the Premises rendered untenantable by the
damage shall be abated on a reasonable basis from the date of damage until
termination. Tenant may terminate this Lease by delivering written notice
to Landlord of its election to terminate within thirty (30) days after the
Damage Notice has been delivered to Tenant. If Tenant does not terminate
this Lease, then (subject to Landlord’s rights under Section 14.(c))
Landlord shall repair the Building or the Premises, as the case may be, as
provided below.






 









 






	 	 	 
	 

	 	Upon the occurrence of a Casualty, Rent for the portion of
the Premises rendered untenantable by the damage shall be abated on a
reasonable basis from the date of damage until the completion of the repair
or until such termination.
	 
	 	 
	 

	 	          (c) Landlord’s Rights. If a Casualty damages a material portion of the
Building, and Landlord makes a good faith determination that restoring the
Premises would be uneconomical, or if Landlord is required to pay any
insurance proceeds arising out of the Casualty to Landlord’s Mortgagee,
then Landlord may terminate this Lease by giving written notice of its
election to terminate within thirty (30) days after the Damage Notice has
been delivered to Tenant, and Rent hereunder shall be abated as of the date
of the Casualty.
	 
	 	 
	 

	 	          (d) Repair Obligation. If neither party elects to terminate this Lease
following a Casualty, then Landlord shall, within a reasonable time after
such Casualty, commence to repair the Building and the Premises and shall
proceed with reasonable diligence to restore the Building and Premises to
substantially the same condition as they existed immediately before such
Casualty; however, Landlord shall not be required to repair or replace any
part of the furniture, equipment, fixtures, and other improvements which
may have been placed by, or at the request of, Tenant or other occupants in
the Building or the Premises, and Landlord’s obligation to repair or
restore the Building or Premises shall be limited to the extent of
Landlord’s deductible amount, plus the insurance proceeds actually received
by Landlord for the Casualty in question.
	 
	 	 
	 

	 	          (e) Tenant’s Obligations. If Tenant fails to maintain insurance covering
the full value of Tenant’s improvements (which were originally funded by
the Construction Allowance) as provided in Section 10.(a) of the Lease,
Tenant shall be obligated to fund any shortfall in the amount of loss and
the insurance proceeds.
	 
	 	 
	EVENTS OF DEFAULT

	 	     15. Events of Default. Each of the following occurrences shall constitute
an “Event of Default” by Tenant:
	 
	 	 
	 

	 	          (a) Tenant’s failure to pay Rent, or any other sums due from Tenant to
Landlord under the Lease (or any other lease executed by Tenant for space
in the Building), when due , and such failure continues for ten (10) days
after written notice thereof is received by Tenant from Landlord; however,
if Landlord has given Tenant such notice during the preceding twelve month
period for failure to timely pay any regularly scheduled installments of
Rent (e.g., Basic Rental,






 









 






	 	 	 
	 

	 	Tenant’s share of Excess, Tenant’s Proportionate
Share of Electrical Costs, and similar Rent payments), then Landlord’s
obligation to give written notice with respect to regularly scheduled
installments of Rent shall not apply until twelve months has passed since
the last such notice was given, and in the interim, failure to pay any
regularly scheduled installments of Rent on the date due shall be an Event
of Default without Landlord having first given such notice;
	 
	 	 
	 

	 	          (b) Tenant’s failure to perform, comply with, or observe any other
agreement or obligation of Tenant under this Lease (or any other lease
executed by Tenant for space in the Building), and such failure continues
for thirty (30) days after written notice thereof is received by Tenant
from Landlord; provided, that if the failure is reasonably capable of cure
but cannot reasonably be cured within said thirty (30) days, Tenant shall
have an additional period of sixty (60) days in which to effect the cure
provided Tenant commences the cure within the initial thirty days and is
diligently pursuing same;
	 
	 	 
	 

	 	          (c) The filing of a petition by or against Tenant (the term “Tenant” shall
include, for the purpose of this Section 15.(c), any guarantor of the
Tenant’s obligations hereunder) (i) in any bankruptcy or other insolvency
proceeding; (ii) seeking any relief under any state or federal debtor
relief law; (iii) for the appointment of a liquidator or receiver for all
or substantially all of Tenant’s property or for Tenant’s interest in this
Lease; or (iv) for the reorganization or modification of Tenant’s capital
structure; and provided that in the case of any of the foregoing which is
filed against Tenant, the same is not dismissed within ninety (90) days
after it is filed; and,
	 
	 	 
	 

	 	          (d) The admission by Tenant that it cannot meet its obligations as they
become due or the making by Tenant of an assignment for the benefit of its
creditors.
	 
	 	 
	REMEDIES

	 	     16. (a) Landlord’s Remedies. Upon any Event of Default by Tenant, Landlord
may, subject to any judicial process and notice to the extent required by
Title 4, Chapter 24 of the Texas Property Code, as may be amended, in
addition to all other rights and remedies afforded Landlord hereunder or by
law or equity, take any of the following actions:
	 
	 	 
	 

	 	               (i) Terminate this Lease by giving Tenant written notice thereof, in which
event, Tenant shall pay to Landlord the sum of (1) all Rent accrued
hereunder through the date of termination, (2) all amounts due under
Section 17.(a), and (3) an amount equal to






 









 






	 	 	 
	 

	 	(A) the total Rent that Tenant
would have been required to pay for the remainder of the Term discounted to
present value at a per annum rate equal to the “Prime Rate” as published on
the date this Lease is terminated by The Wall Street Journal, Southwest
Edition, in its listing of “Money Rates”, minus (B) the then present fair
rental value of the Premises for such period, similarly discounted; or
	 
	 	 
	 

	 	               (ii) Terminate Tenant’s right to possession of the Premises without
terminating this Lease by giving written notice thereof to Tenant, in which
event Tenant shall pay to Landlord (1) all Rent and other amounts accrued
hereunder to the date of termination of possession, (2) all amounts due
from time to time under Section 17.(a), and (3) on the applicable due date
all Rent and other sums required hereunder to be paid by Tenant during the
remainder of the Term, diminished by any net sums thereafter received by
Landlord through reletting the Premises during such period. Landlord shall
use reasonable efforts to relet the Premises on such terms and conditions
as Landlord in its sole discretion may determine (including a term
different from the Term, rental concessions, and alterations to, and
improvement of the Premises); however, Landlord shall not be obligated to
relet the Premises before leasing other portions of the Building. Landlord
shall not be liable for, nor shall Tenant’s obligations hereunder be
diminished because of, Landlord’s failure to relet the Premises or to
collect rent due for such reletting. Tenant shall not be entitled to the
excess of any consideration obtained by reletting over the Rent due
hereunder. Re-entry by Landlord in the Premises shall not affect Tenant’s
obligations hereunder for the unexpired Term; rather, Landlord may, from
time to time, bring action against Tenant to collect amounts due by Tenant,
without the necessity of Landlord’s waiting until the expiration of the
Term. Unless Landlord delivers written notice to Tenant expressly stating
that it has elected to terminate this Lease, all actions taken by Landlord
to exclude or dispossess Tenant of the Premises shall be deemed to be taken
under this Section 16.(a)(ii). If Landlord elects to proceed under this
Section 16.(a)(ii), it may at any time elect to terminate this Lease under
Section 16.(a)(i).
	 
	 	 
	 

	 	               (iii) Notwithstanding anything to the contrary herein, Tenant shall not be
deemed to have waived any requirements of Landlord to mitigate damages upon
an Event of Default as required by law.
	 
	 	 
	 

	 	          (b) Tenant’s Remedies.
	 
	 	 
	 

	 	               (i) Notice and Cure. If Landlord should fail






 









 






	 	 	 
	 

	 	to perform or observe any
covenant, term, provision or condition of this Lease and such default
should continue beyond a period of ten (10) days as to a monetary default
or thirty (30) days (or such longer period as is reasonably necessary to
remedy such default, provided Landlord shall diligently pursue such remedy
until such default is cured) as to a non-monetary default, after in each
instance written notice thereof is given by Tenant to Landlord and
Landlord’s Mortgagee, then, in any such event Tenant shall have the right
(but no obligation) to cure the default, and Landlord shall reimburse
Tenant for all reasonable sums expended in so curing said default. Tenant
specifically agrees that Landlord’s Mortgagee may enter the Premises upon
reasonable notice to Tenant to cure any such default and that the cure of
any default by Landlord’s Mortgagee shall be deemed a cure by Landlord
under this Lease.
	 
	 	 
	 

	 	               (ii) Set-off. If Tenant obtains a judgment against Landlord or any
assignee for any default by Landlord under this Lease and (i) Tenant
provided Landlord’s Mortgagee notice and opportunity to cure as described
in Sections 11(c) and 16(b)(i) above, (ii) said judgment is final and all
rights of appeal have been exercised or have expired, and (iii) such
judgment remains unsatisfied upon thirty (30) days written notice thereof
to Landlord’s Mortgagee, Tenant may set off such judgment against Rent.
	 
	 	 
	PAYMENT; NON-WAIVER

	 	     17. (a) Payment. Upon any Event of Default by Tenant, Tenant shall pay to
Landlord all costs incurred by Landlord (including court costs and
reasonable attorneys fees and expenses) in (1) obtaining possession of the
Premises, (2) removing and storing Tenant’s or any other occupant’s
property, (3) reasonably repairing, restoring, altering, remodeling, or
otherwise putting the Premises into a reasonably marketable condition, (4)
if Tenant is dispossessed of the Premises and this Lease is not terminated,
reletting all or any part of the Premises (including brokerage commissions,
cost of tenant finish work, and other costs incidental to such reletting),
(5) performing Tenant’s obligations which Tenant failed to perform, and (6)
enforcing, or advising Landlord of, its rights, remedies, and recourses
arising out of the Event of Default.
	 
	 	 
	 

	 	          (b) No Waiver. Acceptance or payment of Rent following any Event of
Default shall not waive any rights regarding such Event of Default. No
waiver by any party of any violation or breach of any of the terms
contained herein shall waive any rights regarding any future violation of
such term or violation of any other term.






 









 






	 	 	 
	LANDLORD’S LIEN

	 	     18. In addition to the statutory landlord’s lien, Tenant grants to
Landlord, to secure performance of Tenant’s obligations hereunder, a
security interest in all fixtures, furniture, and leasehold improvements
only (and does not include any tangible or intangible personal property of
Tenant not named specifically) owned by Tenant and now or hereafter
situated on the Premises, and all proceeds therefrom (the “Collateral”),
and the Collateral shall not be removed from the Premises without the
consent of Landlord until all obligations of Tenant have been fully
performed. Upon the occurrence of an Event of Default, Landlord may, in
addition to all other remedies, without notice or demand except as provided
below, exercise the rights afforded a secured party under the Uniform
Commercial Code of the State in which the Building is located (the “UCC”).
In connection with any public or private sale under the UCC, Landlord shall
give Tenant five (5) days prior written notice of the time and place of any
public sale of the Collateral or of the time after which any private sale
or other intended disposition thereof is to be made, which is agreed to be
a reasonable notice of such sale or other disposition. Tenant grants to
Landlord a power of attorney to execute and file any financing statement or
other instrument necessary to perfect Landlord’s security interest under
this Section 18, which power is coupled with an interest and shall be
irrevocable during the Term. Landlord may also file a copy of this Lease as
a financing statement to perfect its security interest in the Collateral.
Notwithstanding the foregoing, Landlord shall subordinate its landlord’s
lien, upon such terms as are reasonably acceptable to Landlord and Tenant’s
Financier, to any bona fide third party financing existing or obtained by
Tenant.
	 
	 	 
	SURRENDER OF 

PREMISES

	 	     19. No act by Landlord shall be deemed an acceptance of a surrender of the
Premises, and no agreement to accept a surrender of the Premises shall be
valid unless the same is made in writing and signed by Landlord. At the
expiration or termination of this Lease, subject to Landlord’s obligation
to maintain the Building, Tenant shall deliver to Landlord the Premises
with all improvements located thereon in good repair and condition,
reasonable wear and tear (and condemnation and fire or other casualty
damage, as to which Sections 13 and 14 shall control) excepted, and shall
deliver to Landlord all keys and/or access cards to the Premises. Provided
that Tenant has performed all of its obligations hereunder, Tenant may
remove all unattached trade fixtures, furniture, and personal property
placed in the Premises by Tenant (but Tenant shall not remove any such item
which was paid for, in whole or in part, by Landlord). Additionally,
Tenant may remove such additional items as Landlord may have agreed.
Tenant shall repair all damage






 









 






	 	 	 
	 

	 	caused by removal of any items. All items
not so removed within thirty (30) days of expiration or early termination
shall be deemed to have been abandoned by Tenant and may be appropriated,
sold, stored, destroyed, or otherwise disposed of by Landlord without
notice to Tenant and without any obligation to account for such items. The
provisions of this Section 19 shall survive the end of the Term.
	 
	 	 
	HOLDING OVER

	 	     20. If Tenant fails to vacate the Premises at the end of the Term, then
Tenant shall be a tenant at will and, in addition to all other damages and
remedies to which Landlord may be entitled for such holding over, Tenant
shall pay, in addition to the other Rent, a daily Basic Rental equal to
150% of the daily Basic Rental payable during the last month of the Term.
	 
	 	 
	CERTAIN RIGHTS 

RESERVED BY 

LANDLORD

	 	     21. Subject to Tenant’s security procedures, below, and provided that the
exercise of such rights does not unreasonably interfere with Tenant’s
occupancy of the Premises, and upon reasonable advance notice provided by
Landlord to Tenant (except in case of emergency), Landlord shall have the
following rights:
	 
	 	 
	 

	 	          (a) to decorate and to make inspections, repairs, alterations, additions,
changes, or improvements, whether structural or otherwise, in and about the
Building, or any part thereof; for such purposes, to enter upon the
Premises and, during the continuance of any such work, to temporarily close
doors, entryways, public space, and corridors in the Building; to interrupt
or temporarily suspend Building services and facilities (Landlord shall use
reasonable efforts to complete any work requiring the suspension of
Building services and facilities during off-business hours when reasonably
and commercially practicable to do so); and to change the arrangement and
location of entrances or passageways, doors, and doorways, corridors,
elevators, stairs, restrooms, or other public parts of the Building;
	 
	 	 
	 

	 	          (b) to take such reasonable measures as in extreme circumstances Landlord
deems advisable for the security of the Building and its occupants,
including without limitation searching all items entering or leaving the
Building; evacuating the Building for cause, suspected cause, or for drill
purposes; temporarily denying access to the Building; and closing the
Building after normal business hours and on Saturdays, Sundays, and
Holidays, subject, however, to Tenant’s right to enter when the Building is
closed after normal business hours under such reasonable regulations as
Landlord may prescribe from time to time which may include by way of
example, but not of limitation, that persons entering or leaving the
Building, whether or not during normal






 









 






	 	 	 
	 

	 	business hours, identify themselves
to a security officer by registration or otherwise and that such persons
establish their right to enter or leave the Building;
	 
	 	 
	 

	 	          (c) after giving Tenant not less than thirty (30) days’ notice, to change
the name by which the Building is designated; and
	 
	 	 
	 

	 	          (d) subject to Tenant’s security procedures, below, upon reasonable advance
notice, to enter the Premises during Tenant’s regular business hours (at
all times accompanied by a duly authorized representative of Tenant) to
show the Premises to prospective purchasers or lenders, and within the last
six months of the Term to show the Premises to prospective tenants.
	 
	 	 
	 

	 	     Notwithstanding anything hereinabove to the contrary, except in the event
of an emergency, “Tenant’s Security Procedures,” described below, shall be
honored by Landlord, its employees, invitees, contractors, agent and
guests:
	 
	 	 
	 

	 	          1) Landlord shall give Tenant 24 hours written notice delivered by
facsimile;
	 
	 	 
	 

	 	          2) which notice shall state the names of the visitors and the purpose and
proposed duration of the visit;
	 
	 	 
	 

	 	          3) except in cases of imminent danger to persons or property, Landlord
shall not have access to the software development area or the data center
or computer room; and
	 
	 	 
	 

	 	          4) in all events (except emergencies) Landlord and its visitors must and
shall be escorted by a duly authorized representative of Tenant.
	 
	 	 
	MISCELLANEOUS

	 	     23. (a) Landlord Transfer. Landlord may transfer, in whole or in part, the
Project and any of its rights under this Lease. If Landlord assigns its
rights under this Lease and such assignee assumes Landlord’s obligations
hereunder, then Landlord shall thereby be released from any further
obligations hereunder, other than those obligations accruing prior to the
assignment.
	 
	 	 
	 

	 	     (b) Landlord’s Liability. The liability of Landlord to Tenant for any
default by Landlord under the terms of this Lease shall be limited to
Tenant’s actual direct, but not consequential, damages therefor and shall
be recoverable from the interest of Landlord in the Project (including any
rents, profits, or other proceeds therefrom), and






 









 






	 	 	 
	 

	 	Landlord shall not be
personally liable for any deficiency. This section shall not be deemed to
limit or deny any remedies which Tenant may have in the event of default by
Landlord hereunder which do not involve the personal liability of Landlord.
	 
	 	 
	 

	 	     (c) Force Majeure. Other than for Tenant’s monetary obligations under this
Lease and obligations which can be cured by the payment of money (e.g.,
maintaining insurance), whenever a period of time is herein prescribed for
action to be taken by either party hereto, such party shall not be liable
or responsible for, and there shall be excluded from the computation for
any such period of time, any delays due to strikes, riots, acts of God,
shortages of labor or materials, war, governmental laws, regulations, or
restrictions, or any other causes of any kind whatsoever which are beyond
the control of such party.
	 
	 	 
	 

	 	     (d) Brokerage. Landlord and Tenant each warrant to the other that it has
not dealt with any broker or agent in connection with the negotiation or
execution of this Lease, other than Trammell Crow D/FW and Joe Foster
Company, whose commissions shall be paid by Landlord. Tenant and Landlord
shall each indemnify the other against all costs, expenses, attorneys’
fees, and other liability for commissions or other compensation claimed by
any broker or agent claiming the same by, through, or under the
indemnifying party. The commission agreement between Landlord and Joe
Foster Company shall be attached hereto as Exhibit L and made a part of
Landlord’s obligation hereunder.
	 
	 	 
	 

	 	     (e) Estoppel Certificate. From time to time, either Landlord or Tenant
shall furnish, within ten (10) business days after request therefor, a
signed certificate confirming and containing such factual certifications
and representations as to this Lease as the requesting party may reasonably
request.
	 
	 	 
	 

	 	     (f) Notices. All notices and other communications given pursuant to this
Lease shall be in writing and shall be (1) mailed by first class, United
States Mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address specified in the Basic Lease
Information, (2) hand delivered to the intended address, or (3) sent by
prepaid telegram, cable, facsimile transmission, or telex followed by a
confirmatory letter. Notice sent by certified mail, postage prepaid, shall
be effective three (3) business days after being deposited in the United
States Mail; all other notices shall be effective upon delivery to the
address of the addressee. The parties hereto may change their addresses by
giving notice thereof to the other in conformity with this provision.






 









 






	 	 	 
	 

	 	     (g) Separability. If any clause or provision of this Lease is illegal,
invalid, or unenforceable under present or future laws, then the remainder
of this Lease shall not be affected thereby and in lieu of such clause or
provision, there shall be added as a part of this Lease a clause or
provision as similar in terms to such illegal, invalid, or unenforceable
clause or provision as may be possible and be legal, valid, and
enforceable.
	 
	 	 
	 

	 	     (h) Amendments; and Binding Effect. This Lease may not be amended except
by instrument in writing signed by Landlord and Tenant. No provision of
this Lease shall be deemed to have been waived by Landlord or Tenant unless
such waiver is in writing signed by Landlord or Tenant, and no custom or
practice which may evolve between the parties in the administration of the
terms hereof shall waive or diminish the right of Landlord or Tenant to
insist upon the performance by Landlord or Tenant in strict accordance with
the terms hereof. The terms and conditions contained in this Lease shall
inure to the benefit of and be binding upon the parties hereto, and upon
their respective successors in interest and legal representatives, except
as otherwise herein expressly provided. This Lease is for the sole benefit
of Landlord and Tenant, and, other than Landlord’s Mortgagee, no third
party shall be deemed a third party beneficiary hereof
	 
	 	 
	 

	 	     (i) Quiet Environment. Provided Tenant has performed all of the terms and
conditions of this Lease to be performed by Tenant, Tenant shall peaceably
and quietly hold and enjoy the Premises for the Term, without hindrance
from Landlord or any party claiming by, through, or under Landlord, subject
to the terms and conditions of this Lease.
	 
	 	 
	 

	 	     (j) Joint and Several Liability. If there is more than one Tenant, then
the obligations hereunder imposed upon Tenant shall be joint and several.
If there is a guarantor of Tenant’s obligations hereunder, then the
obligations hereunder imposed upon Tenant shall be the joint and several
obligations of Tenant and such guarantor, and Landlord need not first
proceed against Tenant before proceeding against such guarantor nor shall
any such guarantor be released from its guaranty for any reason whatsoever.
	 
	 	 
	 

	 	     (k) Use of Lobby and/or Common Areas. During the term, and only on
weekends, Holidays, and between the hours of 6:00 p.m. and 7:00 a.m. on
weekdays (other than holidays), Tenant shall have the right to use the
Building lobby and/or common areas, without charge,






 









 






	 	 	 
	 

	 	for any
Tenant-sponsored special event, provided (a) Tenant gives Landlord
reasonable prior written notice of the date, time and nature of the event,
(b) the date and time of the event do not conflict with another previously
scheduled event, (c) Tenant reimburses Landlord for all out-of-pocket
expenses Landlord incurs in connection with the event, (d) Tenant
indemnifies and holds Landlord harmless from and against any and all
claims, actions, damages, or liens resulting from Tenant’s use of the lobby
and/or common areas, including any reasonable attorney’s fees incurred by
Landlord, (e) Tenant complies in all respects with applicable law, (f)
Landlord approves, in its sole discretion, all aspects of Tenant’s intended
use of the Building lobby and/or common areas, and (g) Tenant shall not use
the Building lobby and/or common areas for such events for more than twelve
(12) days in any calendar year.
	 
	 	 
	 

	 	     (1) Captions. The captions contained in this Lease are for convenience of
reference only, and do not limit or enlarge the terms and conditions of
this Lease.
	 
	 	 
	 

	 	     (m) No Merger. There shall be no merger of the leasehold estate hereby
created with the fee estate in the Premises or any part thereof if the same
person acquires or holds, directly or indirectly, this Lease or any
interest in this Lease and the fee estate in the leasehold Premises or any
interest in such fee estate.
	 
	 	 
	 

	 	     (n) No Offer. The submission of this Lease to Tenant shall not be
construed as an offer, nor shall Tenant have any rights under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.
	 
	 	 
	 

	 	     (o) Exhibits. The following exhibits hereto are incorporated herein by
this reference:






	 	 	 
	 

	 	          Exhibit A — Outline of Premises
	 

	 	          Exhibit A-1 — International Business Park Masterplan
	 

	 	          Exhibit A-2 — Legal Description of Land
	 

	 	          Exhibit A-3 — Site Plan
	 

	 	          Exhibit B — Building Rules and Regulations
	 

	 	          Exhibit C — Operating Expenses
	 

	 	          Exhibit D — Tenant Finish-Work: Allowance
	 

	 	          Exhibit D-1 — Shell Construction
	 

	 	          Exhibit E — Renewal Option
	 

	 	          Exhibit F — Parking
	 

	 	          Exhibit F-1 — Reciprocal Easement Grant and Maintenance Agreement






 









 






	 	 	 
	 

	 	          Exhibit G — Janitorial Specifications
	 

	 	          Exhibit H — Signage
	 

	 	          Exhibit H-1 — Signage Criteria
	 

	 	          Exhibit I — Preferential Right to Lease
	 

	 	          Exhibit J — Right to Use Roof
	 

	 	          Exhibit K — Guaranty
	 

	 	          Exhibit L — Joe Foster Company Commission Agreement
	 

	 	          Exhibit M — Subordination, Non-Disturbance and Attornment Agreement
	 
	 	 
	 

	 	     (p) Entire Agreement. This Lease constitutes the entire agreement between
Landlord and Tenant regarding the lease of the Premises hereunder and
supersedes all oral statements and prior writings relating thereto. Except
for those set forth in this Lease, no representations, warranties, or
agreements have been made by Landlord or Tenant to the other with respect
to this Lease or the obligations of Landlord or Tenant in connection
therewith.
	 
	 	 
	 

	 	     (q) Representations and Warranties. Landlord and Tenant each represent and
warrant that the person executing this Lease on its behalf is acting in his
or her capacity as an officer or partner, as applicable, with due
authorization and authority to bind Landlord or Tenant, as applicable, to
this Lease. Landlord represents and warrants that it has good title to the
Project so to fully and properly lease the Premises to Tenant as provided
herein. Landlord further represents and warrants to Tenant that (i) the
Building is zoned in conformity with applicable laws in a manner permitting
the use of the Premises as contemplated under this Lease, (ii) that all
entrances, driveways and access roads upon the Land afford legal access to
public rights-of-way and streets and permit (and shall throughout the Term
of this Lease continue to permit) ingress to and egress from the Building
by way of such rights-of-way and streets, (iii) that the Project contains
sufficient parking and otherwise fully complies with all applicable
governmental requirements, (iv) that Landlord is not required to obtain any
consent to execute or perform this Lease, and (v) that the Building is not
subject to any restrictive covenants or other encumbrances that would
restrict the use of the Premises as contemplated under this Lease in any
manner as of the Commencement Date. Landlord represents and warrants that
the Project conforms currently and shall, as of the Commencement Date,
conform in all material respects to all applicable laws, ordinances, rules
and regulations generally applicable to commercial office buildings in
Carrollton, Texas, and specifically applicable to the Project and






 









 






	 	 	 
	 

	 	Building.
Further, Landlord represents and warrants that there are no lawsuits
pending, or to the knowledge of Landlord threatened, against Landlord which
if adversely decided against Landlord would affect Tenant’s use and
occupancy of the Premises or Landlord’s ability to carry out its
obligations under this Lease, there is no proceeding pending, or to the
knowledge of Landlord contemplated or threatened, that would affect the
amount of the real estate taxes assessed against the Project (except for
routine real estate valuation protests) and that, to the knowledge of
Landlord, the Project is free from material physical defects. Other than
any express warranties contained herein, neither Landlord nor Tenant make
any implied warranties of any kind or nature, and the parties hereby waive
any claims upon any such implied warranties.
	 
	 	 
	 

	 	     (r) Electrical and Telephone. Landlord agrees, at Landlord’s sole cost and
expense, to provide dual feed power supply to the Premises from independent
substations. Landlord warrants and represents to Tenant that the Project
has access to (in International Parkway right of way) DS-3 fiber optic
service with Sonet ring, and Landlord agrees, at Landlord’s sole cost and
expense, to provide single feed fiber optic supplied by Southwestern Bell
to the main telephone room on the first floor of the Building. Landlord
further agrees that Tenant may add, at its expense, additional sources of
fiber optic supply.
	 
	 	 
	 

	 	     (s) Supplemental Equipment. Landlord agrees to provide supplemental
equipment to include an emergency back-up generator, UPS and battery
room
(including batteries specified by Tenant) and additional air-conditioning
capacity (the “Supplemental Equipment”). Landlord and Tenant will mutually
agree upon the selection, specifications, design, location and maintenance
of such Supplemental Equipment according to the specifications of Tenant’s
technical consultants. The supplemental air-conditioning units shall be
separately metered and Tenant shall be solely responsible for the
electrical cost associated with such units. If the cost of such
Supplemental Equipment exceeds $120,000 (including the cost of all
consulting fees relating to the design and specification of such
Supplemental Equipment), Tenant shall bear the cost for such overage to be
paid to Landlord within ten (10) days of receipt of an invoice therefor.
Such overage may be paid from the Hard Construction Cost portion of the
Construction Allowance. The Supplemental Equipment shall be Landlord’s
property at the end of the Term and shall remain on the Premises without
compensation to Tenant.
	 
	 	 
	 

	 	     (t) Subsequent Payment by Tenant. If Tenant in its sole






 









 






	 	 	 
	 

	 	and absolute
discretion, with no obligation to do so, elects to (i) become a
publicly-traded company, (ii) acquire a publicly-traded company, (iii) be
acquired by a publicly-traded company or (iv) merge or consolidate with a
public-traded company, Tenant shall, within thirty (30) days of such event,
pay Landlord $150,000 in cash.
	 
	 	 
	 

	 	     (u) Building Name. Landlord agrees not to name the Building or Project
after a competitor of Tenant or to provide Building signage to a competitor
of Tenant’s. A “Competitor of Tenant” for this purpose is any person or
entity that offers to consumers or other users real estate management
and/or analysis software (excluding general accounting or analysis software
routinely used by companies not engaged in the management of real estate)
and/or web page design services, or services similar to those offered by
Tenant or whose services or products are reviewed by trade publications
against those of Tenant.
	 
	 	 
	 

	 	     (v) Refurbishment Allowance. In the event Tenant exercises its right to
renew the Lease for an additional Term of three (3) or five (5) years, then
Landlord shall provide Tenant a Refurbishment Allowance equal to a total of
$5.00 per Rentable Square Foot of which $2.00 per Rentable Square Foot may
be a reimbursement for improvements previously made to the Premises by
Tenant and $3.00 per Rentable Square Foot for additional improvements as
needed by Tenant. The Refurbishment Allowance shall be subject to the
conditions set forth in Exhibit D of this Lease. In the event Tenant
renews for a second five (5) year term, Landlord will agree to an
additional $5.00 per Rentable Square Foot Refurbishment Allowance. The
Refurbishment Allowances provided for in this section shall be considered
when determining the prevailing market rate for any renewal option.
	 
	 	 
	 

	 	     (w) Lobby Use. Subject to written approval from existing and future
tenants of the Building, Tenant shall have the right to locate a
receptionist desk in the common area lobby. All aspects of the desk must
be approved by both Landlord and third party tenants including location,
materials used, directional signage and various security issues which may
arise. Tenant shall be responsible for all costs in restoring the lobby to
its original condition upon removal of the receptionist desk.







 









 






	 	 	 	 	 	 	 	 	 	 	 
	DATED as of the date first above written.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CB PARKWAY BUSINESS CENTER V,
LTD., a Texas limited partnership	 	 	 	REALPAGE, INC., a Texas corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 15BCO, Inc., a Texas corporation,
its general partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Erhart
	 	 	 	By:
	 	/s/ Stephen T. Winn	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Barbara A. Erhart
	 	 	 	Name:
	 	Stephen T. Winn	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	Chairman of the Board	 	 







 











 





EXHIBIT A




OUTLINE OF THE PREMISES







BILLINGSLEY COMPANY               4000 INTERNATIONAL PARKWAY                SECOND LEVEL PLAN




 









 





EXHIBIT A-1




INTERNATIONAL BUSINESS PARK MASTERPLAN







 









 





EXHIBIT A-2




LEGAL DESCRIPTION OF LAND



     WHEREAS CB PARKWAY BUSINESS CENTER V, LTD. is the sole owner of all of the following described
9.672 acre tract of land situated in the D. Andrews Survey, Abstract No. 1455 in the City of
Carrollton, Denton County, Texas, said 9.672 acre tract being comprised of two tracts (0.006 acres
and 0.359 acres) out of the D. Andrews Survey, Abstract No. 1455 conveyed to CB PARKWAY BUSINESS
CENTER V, LTD. by deed recorded in Denton County, Texas Clerk’s file Number 98-R0092891 and being
9.307 acres (all of Lot 1 of Block 1 of International Business Park Subdivision to the City of
Carrollton, Texas as recorded in Cabinet 0, Slide 352 of the Plat Records of Denton County, Texas)
out of the 9.554 acre tract of land conveyed to CB PARKWAY BUSINESS CENTER V, LTD. by deed recorded
in Volume 4142, Page 821 of the Real Property Records of Denton County, Texas, and being more
particularly described as follows:



     BEGINNING at a set “X” cut in concrete at the northeast corner of said Lot I of Block 1 of the
International Business Park Subdivision, said point being on the west right of way line of Midway
Road (110 foot wide right of way at this point);



     THENCE South 1 degree 38 minutes 21 seconds West, along the west right of way line of Midway
Road. a distance of 254.04 feet to a 1/2-inch iron rod with yellow plastic cap stamped “HALFF
ASSOC., INC.” (Hereinafter referred to as “with cap”) set at an angle point in said Midway Road
right of way;



     THENCE South 5 degrees 27 minutes 09 seconds West continuing along said west right of way line
a distance of 150.35 feet to a 59/64 — inch iron rod with cap set for corner;



     THENCE South 1 degree 38 minutes 21 seconds West continuing along said west right of way line
a distance of 135.81 feet to a 59/64 -inch iron rod with cap set at the point of curvature of a
circular curve to the right having a radius of 80.00 feet and whose long chord bears South 49
degrees 05 minutes 22 seconds West a distance of 117.87 feet;



     THENCE in a southwesterly direction along the west right of way of Midway Road and the north
right of way of International Parkway and along said curve to the right through a central angle of
94 degrees 54 minutes 02 seconds, an arc distance of 132.51 feet to a 1/2-inch iron rod with cap
set at the point of compound curvature of a circular curve to the right having a radius of 1215.00
feet and whose long chord bears North 79 degrees 14 minutes 35 seconds West a distance of 178.72
feet;



     THENCE westerly along the north right of way line of International Parkway (a 110 foot wide
right of way at this point) and along said curve through a central angle of 8 degrees 25 minutes 49
seconds, an arc distance of 178.88 feet to a 1/2-inch iron rod with cap set for corner;



     THENCE North 72 degrees 57 minutes 46 seconds West, continuing along the north right of way
line of International Parkway (through a transition in right of way width to 100 feet wide), a



 









 







distance of 162.38 feet to a 1/2-inch iron rod with cap set at the beginning of a non-tangent
circular curve to the right having a radius of 1220.00 feet and whose long chord bears North 65
degrees 07 minutes 30 seconds West a distance of 96.06 feet,




     THENCE northwesterly, continuing along the north right of way line of International Parkway
(with a right of way width of 100 feet) and along said Curve through a central angle of 4 degrees
30 minutes 45 seconds, an arc distance of 96.08 feet to a 59/64 -inch iron rod with cap set for the
point of tangency;



     THENCE North 62 degrees 52 minutes 08 seconds West, continuing along the north right of way
line of International Parkway, a distance of 246.21 feet to a 59/64 -inch iron rod with cap set for
the point of curvature of a circular curve to the right having a radius of 1743.46 feet and whose
long chord bears North 58 degrees 35 minutes 54 seconds West a distance of 259.66 feet;



     THENCE northwesterly, continuing along the north right of way line of International Parkway,
and along said curve through a central angle of 8 degrees 32 minutes 28 seconds, an arc distance of
259.90 feet to a 1/2-inch iron rod with cap set for the southwest corner of said Lot 1 of 

Block 1;



     THENCE North 35 degrees 40 minutes 20 seconds East, departing said north right of way line of
International Parkway and along the west line of said Lot 1 of Block I, a distance of 99.24 feet to
a 1/2- inch iron rod with cap set at an angle point in the west line of said Lot I of 

Block 1;



     THENCE North 01 degrees 38 minutes 21 seconds East along the west line of said Lot 1 of Block
1 a distance of 5.13 feet to a 1/2-inch iron rod with cap set for a corner;



     THENCE North 88 degrees 21 minutes 39 seconds West departing from said Lot 1, Block 1 west
line a distance of 12.00 feet to a 1/2-inch iron rod with cap set for a corner;



     THENCE North 01 degrees 38 minutes 21 seconds East a distance of 22.00 feet to a 1/2-inch iron
rod with cap set for a corner;



     THENCE South 88 degrees 21 minutes 39 seconds East a distance of 12.00 feet to a 1/2-inch iron
rod with cap set on the west line of said Lot 1 of Block 1;



     THENCE North 01 degrees 38 minutes 21 seconds East along the west line of said Lot 1 of Block
1 a distance of 19.00 feet to a 1/2-inch iron rod with cap set at the most westerly northwest
corner of said Lot 1 of Block 1;



     THENCE South 88 degrees 21 minutes 39 seconds East along the most westerly north line of said
Lot 1 of Block 1 a distance 32.00 feet to a 1/2-inch iron rod with cap set for a corner;



     THENCE North 01 degrees 38 minutes 21 seconds East departing from said westerly north line of
Lot 1 of Block 1 a distance of 32.00 feet to a 1/2-inch iron rod with cap set for a corner;



 









 





     THENCE South 88 degrees 21 minutes 39 seconds East a distance of 341.15 feet to set “X” cut
for corner; THENCE North 01 degrees 38 minutes 21 seconds East a distance of 115.02 feet to a set
“X” cut for corner



     THENCE South 88 degrees 21 minutes 39 seconds East a distance of 32.00 feet to a set “X” cut
for corner at the most northerly northwest corner of said Lot 1 of Block 1;



     THENCE South 88 degrees 21 minutes 39 seconds East along the most easterly north line of said
Lot I of Block 1 a distance of 537.07 feet to the POINT OF BEGINNING and containing 421,299 square
feet or 9.672 acres of land more or less.



 









 





EXHIBIT A-3




SITE PLAN







 









 





EXHIBIT B




BUILDING RULES AND REGULATIONS



     The following rules and regulations shall apply to the Project and the appurtenances thereto:



     1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be
obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from
their respective leased premises and for going from one to another part of the Building.



     2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed,
and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein.
Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents,
employees or invitees, shall be paid by such tenant.



     3. No signs, advertisements or notices shall be painted or affixed on or to any windows or
doors or other part of the Building without the prior written consent of Landlord. No nails, hooks
or screws (other than those which are necessary to hang paintings, prints, pictures, or other
similar items on the Premises’ interior walls) shall be driven or inserted in any part of the
Building except by Building maintenance personnel. No curtains or other window treatments shall be
placed between the glass and any Building standard window treatments.



     4. Landlord shall provide and maintain an alphabetical directory for all tenants in the main
lobby of the Building.



     5. Except as otherwise provided in the Lease, Landlord shall provide all door locks in each
tenant’s leased premises, at the cost of such tenant, and no tenant shall place any additional door
locks in its leased premises without Landlord’s prior written consent. Landlord shall furnish to
each tenant three keys to such tenant’s leased premises free of charge, with additional keys
provided at such tenant’s cost, and no tenant shall make a duplicate thereof. Security Building
access cards shall be provided by Landlord to tenants after receipt of a $10.00 deposit per card.



     6. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt
by tenants of any bulky material, merchandise or materials which require use of elevators or
stairways, or movement through the Building entrances or lobby, shall be conducted so not to
unreasonably interfere with the use of the Building by Landlord and
other tenants, and if
reasonably required by Landlord, under its supervision and control. Tenant assumes all risks of
and shall be liable for all damage to articles moved and injury to persons or public engaged or not
engaged in such movement, including equipment, property and personnel of Landlord if damaged or
injured as a result of acts in connection with carrying out this service for such tenant.



     7. All damage to the Building caused by the installation, placement, or removal of any
property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at
the expense of such tenant. No tenant shall be liable for any damage resulting solely from the
weight of



 









 




any items placed in the Building by such tenant provided such items do not, in the aggregate,
exceed the building weight loads specified by Landlord.




     8. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or
thrown into the corridors, halls, elevator shafts or stairways. No birds or animals other than
animals assisting the disabled shall be brought into or kept in, on or about any tenant’s leased
premises. No portion of any tenant’s leased premises shall at any time be used or occupied as
sleeping or lodging quarters.



     9. Tenant shall cooperate with Landlord’s employees in keeping the Building and its leased
premises neat and clean. Tenants shall not employ any person for the purpose of such cleaning
other than the Building’s cleaning and maintenance personnel.



     10. To ensure orderly operation of the Building, no ice, mineral or other water, towels,
newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord.



     11. Tenant shall not make or permit any improper, objectionable or unpleasant noises or odors
in the Building or otherwise interfere in any way with other tenants or persons having business
with them.



     12. No machinery of any kind (other than normal office, computer or other data processing
equipment) shall be operated by any tenant on its leased area without Landlord’s prior written
consent, nor shall any tenant use or keep in the Building any flammable or explosive fluid or
substance not approved in writing in advance by Landlord.



     13. Landlord will not be responsible for lost or stolen personal property, money or jewelry
from tenant’s leased premises or public or common areas regardless of whether such loss occurs when
the area is locked against entry or not.



     14. In the event any vending machines are maintained in the Building for common use by all
tenants, no vending or dispensing machines of any kind may be maintained in any leased premises
without the prior written permission of Landlord, which consent shall not be unreasonably delayed,
withheld or conditioned. Any vending machines contained in any leased premises shall be for the
sole use of the applicable tenant, its employees and guests.



     15. All mail chutes located in the Building shall be available for use by Landlord and all
tenants of the Building according to the rules of the United States Postal Service.



     16. No smoking of any type is permitted in any portion of the Building, including any portion
thereof leased by tenants, nor in any designated common areas utilized by all tenants (e.g.,
courtyards, picnic areas) outside the Building; however, Landlord shall designate smoking areas
outside of the Building and equip them with ash urns.



     17. No firearms or weapons of any type are permitted upon the Land or within the Project.



 









 





     18. Tenant shall notify Landlord before holding events in a common area or where alcohol is to
be served.



     19. While at the Project, Tenant, its employees, agents and guests shall behave in a manner
consistent with that expected in Comparable Buildings as defined in the Lease.



     20. In order to maintain and operate the parking areas in an orderly manner, Landlord reserves
the right to establish any reasonable system of parking monitoring, including the issuance of
vehicle identification stickers, and all persons parking in the parking areas shall comply with
such system. Tenant and Tenant’s employees shall park their cars only in those portions of the
parking areas that are from time to time designated for that purpose by Landlord. Landlord shall
have the right from time to time to relocate parking areas within the Project for use by Tenant.
Tenant shall furnish in writing the make, model, color and state automobile license number
(automobile license numbers to be submitted on a yearly basis) assigned to Tenant’s cars within
thirty (30) days after taking possession of the Premises and shall thereafter notify Landlord in
writing of any changes within five (5) days. In the event Tenant or its employees, agents or
licensees fail to park their cars in the parking areas so designated from time to time by Landlord,
then any requirements in the Lease regarding prior notice to Tenant or the expiration of any grace
period, or both, shall not apply and Landlord at its option shall have the following right and
option, but only after first placing one prior written notice of violation on vehicles that are
parked in violation of these parking rules and regulations, to tow such vehicles away each at
Tenant’s or the vehicle owner’s cost and expense. Parking areas shall be used only for parking
vehicles no longer than full-size passenger automobiles, SUV’s or 1/2 ton pick-up trucks. The
maintenance, washing, waxing or cleaning of vehicles in the parking structure or elsewhere in the
Project is prohibited. Such parking use as is herein provided is intended merely as a license only
and no bailment is intended or shall be created hereby.



     21. Tenant shall provide Landlord forty-eight (48) hour notice if it intends to operate any
form of shuttle or bus service (whether on a recurring basis or for a one-time special event). In
order to maintain and operate the parking areas in an orderly manner and provide for the safety of
the tenants, Landlord reserves the right to designate drop-off and pick-up locations and traffic
flow patterns.



 









 





EXHIBIT C




OPERATING EXPENSES



     1. Tenant shall pay from time to time an amount (the “Excess”) calculated by
multiplying (a) the amount by which the Basic Cost (defined below), divided by the Total Rentable
Square Feet, exceeds $5.50 (the “Expense Stop”), by (b) the Rentable Square Feet in the
Premises. The Excess may be calculated and collected annually in arrears on a calendar year basis
and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a
written statement (the “Annual Operating Statement”) reflecting the Basic Cost for the
calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. In no
event shall Tenant be obligated to pay any Excess for the first twelve months of occupancy. Said
statement shall be furnished by April 1 immediately following the applicable calendar year, or as
soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and
then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and
notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part
thereof), whereafter, Tenant shall pay to Landlord, in advance on the first day of each calendar
month of such year (or part thereof), an amount equal to the estimated Excess divided by 12 (or
such lesser number of months as applicable). From time to time during any calendar year, Landlord
may re-estimate the Excess for that calendar year and the monthly installments of Excess payable by
Tenant shall be adjusted accordingly so that, by the end of the calendar year in question, Tenant
shall have paid the full Excess as estimated by Landlord for such year. The Basic Cost (other than
the first year in which the Building is occupied) and Expense Stop shall be prorated for any
portion of the Term which is less than a full calendar year.



     2. The term “Basic Cost” shall mean all expenses and disbursements of every kind
(subject to the limitations set forth below) which Landlord incurs, pays or becomes obligated to
pay in connection with the ownership, operation, and maintenance of the Project (including the
associated parking facilities), determined in accordance with generally accepted federal income tax
basis accounting principles consistently applied, including but not limited to the following:



          (a) Wages and salaries of all employees engaged on-site in the Project in the operation,
repair, replacement, maintenance, landscaping and security of the Project, including taxes,
insurance and benefits relating thereto, such costs to be allocated based on the relative rentable
square footage of the buildings directly managed by these personnel if they are providing services
to multiple buildings;




          (b) All supplies and materials used in the operation, maintenance, landscaping, repair,
replacement, and security of the Project;




          (c) Annual cost of all capital improvements made to the Project which although capital in
nature can reasonably be expected to reduce the normal operating costs of the Project, as well as
all capital improvements made in order to comply with any law hereafter promulgated by any
governmental authority, as amortized over the useful economic life of such improvements as




 









 




determined in accordance with generally accepted federal income tax basis accounting
principles consistently applied;




          (d) Cost of all utilities, other than the cost of utilities paid directly by Tenant or
reimbursable to Landlord by Tenant or other Building tenants (including Tenant under Section 4 (b)
of the Lease);




          (e) Cost of any insurance or insurance related expense applicable to the Project and
Landlord’s personal property used in connection therewith;




          (f) All taxes and assessments and governmental charges whether federal, state, county or
municipal, and whether they be by taxing or management districts or authorities presently taxing or
by others, subsequently created or otherwise, and any other taxes and assessments attributable to
the Project (or its operation), excluding, however, federal and state taxes on income
(collectively, “Taxes”) (and Landlord shall make reasonable and diligent efforts, as deemed
necessary or appropriate in Landlord’s reasonable discretion, to contest property valuations and
otherwise minimize Taxes which may include retaining a tax consultant to assist in determining the
fair tax valuation of the Project and protesting any unfair valuations, with all associated costs
being a Basic Cost). Notwithstanding the above, if the present method of taxation changes so that
in lieu of the whole or any part of any Taxes levied on the Project, there is levied on Landlord a
capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge
based, in whole or in part, upon such rents for the Building, then all such taxes, assessments, or
charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for
the purposes hereof;




          (g) Cost of repairs, replacements, and general maintenance of the Project, other than
replacement of the roof, foundation and exterior walls of the Building;




          (h) Cost of service or maintenance contracts with independent contractors for the operation,
maintenance, landscaping, repair, replacement, or security of the Project (including, without
limitation, alarm service, window cleaning, and elevator maintenance);




          (i) A management fee, which may be paid to Landlord or any affiliates thereof, as a percentage
[not to exceed four percent (“4%”)] of the Rent received from tenants of the Building each month;




          (j) Costs for landscaping and maintaining the medians within the Park, such costs to be
allocated based on a fraction of which the numerator is the linear footage of frontage of the
Project to International Parkway and Midway Road (approximately 1,616 linear feet) and the
denominator which is the total linear footage of frontage in the Park bounded by the medians
(approximately 15,634 linear feet);




          (k) Security for the Project, such costs to be allocated to each building based on relative
rentable square footage when multiple buildings are covered by one contract; and







 









 








          (l) A pro rata portion of the salary and benefits (including taxes and insurance) of the
Senior Property Manager located off-site at Landlord’s corporate offices, such costs to be
allocated among all buildings managed by such person based on rentable square footage (estimated at
$0.015 per rentable square foot in 1999).




          Any Basic Cost incurred in connection with any work performed, or services provided, to or for
the benefit of one or more of the buildings located in the office park of which the Project is a
part and commonly referred to as the International Business Park shall be allocated between all
such buildings, including the Building, on a per square foot of rentable area basis.



There are specifically excluded from the definition of the term “Basic Cost” costs (1) for capital
improvements made to the Project, other than capital improvements described in Section 2.(c) above
and except for items which, though capital for accounting purposes, are properly considered
maintenance and repair items, such as painting of common areas, replacement of carpet in elevator
lobbies, and the like; (2) for repair, replacements and general maintenance made necessary by fire
or other casualty, or paid by proceeds of insurance or by Tenant or other third parties, and
alterations attributable solely to tenants of the Building other than Tenant; (3) for interest,
amortization or other payments on loans to Landlord; (4) for depreciation of the Building; (5) for
leasing commissions or marketing or promotional expenses; (6) for legal expenses, other than those
incurred for the general benefit of the Building’s tenants (e.g., tax disputes); (7) for renovating
or otherwise improving space for occupants of the Building or vacant space in the Building; (8) for
correcting defects in the construction of the Building; (9) for overtime or other expenses of
Landlord in curing defaults or performing work expressly provided in this Lease to be borne at
Landlord’s expense; (10) for federal income taxes imposed on or measured by the income of Landlord
from the operation of the Project; (11) repairs or replacements necessitated by Landlord’s gross
negligence or willful misconduct; (12) amounts reimbursed to Landlord pursuant to any warranty or
by any other tenant or third party; (13) reserves for future expenses; (14) late charges or
penalties incurred as a result of Landlord’s failure to pay any bills or charges when due; (15)
general overhead of Landlord (not including any goods or services used or provided directly for the
benefit of the Project); (16) amounts incurred to remediate any hazardous substances as defined by
applicable environmental law unless caused in whole or in part by Tenant, its officers, employees,
agents, contractors or customers; and (17) for rent or other payment due under any ground lease for
any or all the Land.




     3. The Annual Operating Expense Statement shall include a statement of Landlord’s actual Basic
Cost for the previous year adjusted as provided in Section 4 of this Exhibit. If Tenant has paid
estimated Excess and the Annual Operating Expense Statement reveals that Tenant paid more for Basic
Cost than the actual Excess in the year for which such statement was prepared, then Landlord shall
credit or reimburse Tenant for such excess within thirty (30) days after delivery of the Annual
Operating Expense Statement; conversely, if Tenant paid less than the actual Excess, then Tenant
shall pay Landlord such deficiency within thirty (30) days after delivery of the Annual Operating
Expense Statement.



     4. With respect to any calendar year or partial calendar year in which the Building is not
occupied to the extent of 95% of the rentable area thereof, the Variable Basic Costs (defined
below)



 









 




for such period shall, for the purposes hereof, be increased to the amount which would have
been incurred had the Building been occupied to the extent of 95% of the rentable area thereof As
used herein, “Variable Basic Costs” means any Basic Cost that is variable in correlation
with the level of occupancy of the Building.




     5. Notwithstanding any other provisions of this Exhibit, for purposes of computing Basic Cost,
in no event shall all aggregate Controllable Expenses (defined below) for any calendar year exceed
the immediately prior calendar year’s aggregate Controllable Expenses (limited as to increases as
herein provided) by more than 7%. “Controllable Expenses” mean all items of Basic Costs
excluding the items described in paragraphs 2(c) (only to the extent they are capital improvements
made to comply with any law hereafter promulgated by any governmental authority), (d), (e) and (f)
of this Exhibit.



 









 





EXHIBIT D




TENANT FINISH-WORK: ALLOWANCE



     1. Landlord shall deliver the Shell Building in the condition described on Exhibit
D-1.



     2. Tenant shall provide to Landlord for its approval final working drawings by August 8, 1999
and subsequently provide complete detail plans and specifications by August 22, 1999 , prepared by
an architect that has been approved by Landlord (which approval shall not be unreasonably delayed,
withheld, or conditioned), of all improvements that Tenant proposes to install in the Premises (or
in the case of signage, to any portion of the Building); such working drawings shall include the
partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for
any modification to the mechanical and plumbing systems of the Building, and detailed plans and
specifications for the construction of the improvements called for under this Exhibit in accordance
with all applicable governmental laws, codes, rules, and regulations. Further, if any of Tenant’s
proposed construction work will affect the Building’s heating, ventilation and air conditioning,
electrical, mechanical, or plumbing systems, then the working drawings pertaining thereto shall be
prepared by the engineer of record for the Building or other engineer reasonably acceptable to
Landlord and Tenant, whom Tenant shall at its expense engage for such purpose. Landlord’s approval
of such working drawings shall be delivered within three (3) working days’ provided that (1) they
comply with all applicable governmental laws, codes, rules, and regulations, (2) such working
drawings are sufficiently detailed to allow construction of the improvements in a good and
workmanlike manner, (3) the improvements depicted thereon conform to the rules and regulations
promulgated from time to time by Landlord for the construction of tenant improvements (a copy of
which has been delivered to Tenant), and (4) they do not adversely affect the Building, its
electrical, plumbing, HVAC, structural, or other systems. As used herein, “Working
Drawings” shall mean the final working drawings approved by Landlord and Tenant, as amended
from time to time by any approved changes thereto, and “Work” shall mean all improvements
to be constructed in accordance with and as indicated on the Working Drawings. Approval by
Landlord of the Working Drawings shall not be a representation or warranty of Landlord that such
drawings are adequate for any use, purpose, or condition, or that such drawings comply with any
applicable law or code, but shall merely be the consent of the Landlord to the performance of the
Work. Landlord and Tenant shall indicate approval of the Working Drawings by signing each page
thereof. All changes in the Work must receive the prior written approval of Landlord, and in the
event of any such approved change Tenant shall, upon completion of the Work, furnish Landlord with
an accurate, reproducible “as-built” plan (e.g., sepia) of the improvements as constructed, which
plan shall be incorporated into this Lease by this reference for all purposes.



     3. Landlord shall diligently construct the Initial Improvements to the Premises in accordance
with the Working Drawings, subject to any remaining items which do not materially interfere with or
prevent Tenant from occupying and using the Premises for the conduct of Tenant’s business therein
(i.e., punch-list items), and deliver possession of the Premises to Tenant on or before the Target
Completion Date set forth in Section 3 of this Lease. If a delay in the Substantial Completion of
the Initial Improvements occurs because of (a) any change by Tenant to the Working



 









 




Drawings, (b) any specification by Tenant of materials or installations in connection with the
Working Drawings which are in addition to or other than Landlord’s standard finish-out materials or
which materials, because of long lead-time requirements or shortage of supply/availability, will
delay Substantial Completion of the Initial Improvements beyond the Target Completion Date set
forth in Section 3 of this Lease, or (c) any other cause within Tenant’s reasonable control (other
than the authorization for contractors to work on an accelerated or overtime basis resulting in
material cost to Tenant), then Tenant’s obligation to pay rent shall commence on September 1 ,
1999. If, for any reason other than the reasons specified in the immediately preceding sentence,
the Initial Improvements are not completed by the Target Completion Date, Tenant’s obligation to
pay Rent shall be delayed until the Initial Improvements are Substantially Completed.




     4. If the Initial Improvements are not Substantially Completed by December 1, 1999, for any
reason other than those provided in 3.(a) through (c) above, Rent shall be abated on a two (2) for
one (1) basis for each day of delay after December 1, 1999, until (but not including ) the date of
Substantial Completion. If Substantial Completion is delayed beyond January 1, 2000 for any reason
other than those provided in 3.(a) through (c) above, Tenant shall have the right, with thirty (30)
days written notice to Landlord, to terminate the Lease. The term “Substantial Completion”
or “Substantially Completed” shall mean that, in the opinion of the architect or space
planner that prepared the Working Drawings, (“Design Professional”) the Work has been
completed substantially in accordance with the Working Drawings, subject to completion of minor
punch list items that do not materially interfere with or prevent Tenant from occupying and using
the Premises for the permitted uses. As soon as the Work has been Substantially Completed,
Landlord shall notify Tenant in writing that Tenant’s obligation to pay Rent has commenced. In no
event will the Commencement Date occur before September 1, 1999. Within thirty (30) days
thereafter, Tenant shall submit to Landlord in writing a punch list of items needing completion or
correction. Landlord shall use commercially reasonable efforts to complete such items within
forty-five (45) days after it receives such notice. If Tenant or its employees, agents or
contractors delay completion of the Work as provided in Section 3.(a) through (c) above, then Rent
shall Commence on the date that, in the Design Professional’s opinion, Substantial Completion would
have occurred had such delays not occurred. Tenant may from time to time make changes to the
Working Drawings with Landlord’s prior written consent, which shall not be unreasonably withheld.
Each subsequent request shall be set forth in a written notice delivered to Landlord, specifying in
detail the requested change. If Tenant requests any such change, then (1) Tenant shall pay all
additional costs in designing and constructing the Work as a result of such changes, (2) all delays
in designing and constructing the Work caused by such changes shall not delay the Commencement
Date, and (3) Tenant shall pay to Landlord the estimated additional costs in designing and
constructing the Work that will be caused by such changes before any such change shall be made.



     5. Tenant shall bear the entire cost of performing the Work (including, without limitation,
design of the Work and preparation of the Working Drawings, costs of construction labor and
materials (the “Construction Hard Costs”), electrical usage during construction (allocated
to Tenant as reasonably agreed by Landlord and Tenant), janitorial services, signage, fees, and
related non-ad valorem taxes and insurance costs, all of which costs are herein collectively called
the “Total Construction Costs”) in excess of the Construction Allowance (hereinafter
defined).



 









 





     6. Landlord shall provide to Tenant a construction allowance (the “Construction
Allowance”) equal to $25.00 per Rentable Square Foot in the Premises. Tenant shall be
responsible for the amount by which the estimated Total Construction Costs exceed the Construction
Allowance, such amount to be invoiced by Landlord upon receipt of the first application for payment
submitted by, contractor, and payable by Tenant to Landlord within five (5) days of Tenant’s
receipt of invoice therefor. Upon Substantial Completion of the Work and before Tenant occupies
the Premises to conduct business therein, Tenant shall pay to Landlord an amount equal to the Total
Construction Costs less (a) the amount of payments already made by Tenant, and (b) the amount of
the Construction Allowance. A minimum of $20.00 per square foot of Rentable Square Feet of the
Construction Allowance must be used for Construction Hard Costs, defined as costs of construction
(inclusive of fees, labor and materials), in completion of improvements to the Premises. Tenant
may utilize up to $5.00 per Rentable Square Foot of Construction Allowance to offset soft costs,
relocation costs and other expenses of Tenant.



     7. Landlord agrees to construct as part of the Initial Improvements the entire Premises
(98,223 rsf).



     8. Landlord or its designee shall coordinate the relationship between the Work, the Building,
and the Building Systems. In consideration for Landlord’s services, Tenant shall pay to Landlord a
construction supervision fee equal to three and one half percent (3 1/2%) of the Hard Construction
Costs for all improvements and alterations made to the Premises other than the Shell Construction,
which fee shall be paid from the Construction Allowance.



     9. To the extent not inconsistent with this Exhibit, Section 7(a) of the Lease shall govern
the performance of the Work and Landlord’s and Tenant’s respective rights and obligations regarding
the improvements installed pursuant thereto.



     10. Landlord acknowledges that Tenant is considering alternative ceiling tile and light
fixtures for certain portions of it’s Premises. Subject to Landlord’s approval of the substituted
product, which approval is in Landlord’s sole discretion, Landlord agrees to credit Tenant’s
Construction Allowance in the following amounts for the unused Shell Construction Inventory:



     Light Fixtures:          $75.00/fixture



     Ceiling Panels           $7.00/panel



 









 






EXHIBIT D-1




SHELL CONSTRUCTION



	 	 	 	 	 
	Site Data:
	 	 	 	 
	 
	 	 	 	 
	Zoning
	 	Commercial
	Site Area
	 	9.672 Acres
	Building Area (Gross Measured Area)
	 	158,844 sf
	Parking Required
	 	530 spaces
	Parking Provided
	 	615 spaces
	Parking Ratio
	 	1 space / 258 sf
	Signage
	 	Monument sign, 80 sf sign area (maximum allowable per City of Carrollton)
	 
	 	Space provided for tenant names to be added to monument sign
	 
	 	Maximum of one building mounted sign allowed per tenant.  Not provided.
	 
	 	Sign criteria to be agreed upon with Landlord
	 
	 	 	 	 
	Building Data (Shell):
	 	 	 	 
	 
	 	 	 	 
	Structural System
	 	Concrete columns, beams & joists
	First Floor Construction
	 	5” Concrete slab
on grade over 3’6” select rill; 3000 PSI concrete
	Above Grade Floor Construction
	 	4 5/8” concrete
slab supported by 20 5/8” pan joists
	Roof Construction
	 	3-ply built up asphalt, over R-20 insulation on concrete deck
	Design Loads (Corridors)
	 	100 lb/sf live load
	Design Loads (Office Areas)
	 	50 lb/sf live load + 20 lb/sf partitions
	Typical Structural Bay
	 	 	30 x 30
	Building Exterior
	 	coated concrete, glass & aluminum curtainwall,
	 
	 	limestone accents, painted steel accents
	Curtain Wall
	 	Clear extrusions, exterior glazed
	Glass
	 	1” insulating
glass, reflective stainless steel coating
	Entrance.
	 	Limestone
	Floor-to-Floor Height
	 	 	15
	Ceiling Height
	 	 	10
	Elevator Capacity
	 	3,000 lb passenger, 4,500 lb. service
	 
	 	 	 	 
	Finishes Included Under Shell Construction:
	 	 	 	 
	 
	 	 	 	 
	Ceiling System
	 	2 x 4 Lay-in, beveled tegular edge, USG Eclipse tile, white, stacked *
	Lobby Floor
	 	Stained Concrete
	Lobby Walls & Ceiling
	 	Painted Drywall, acrylic wall finish
	Lobby Stair
	 	Painted Steel, with wood treads
	Corridor Floor (future)
	 	Carpet
	Corridor Walls (future)
	 	Vinyl Wall Covering & Cove Base @ corridor side only
	Corridor Ceiling (future)
	 	2 x 4 Lay-in, including light fixtures, HVAC & life safety devices






 









 








	 	 	 	 	 
	Toilet Room Floors
	 	Stained Concrete
	Toilet Room Walls
	 	Ceramic Tile on wet walls; Acrylic wall finish elsewhere
	Toilet Room Countertops
	 	Granite
	Toilet Partitions
	 	Plastic Laminate
	Exit Stair Floors
	 	Carpet
	Exit Stair Walls & Ceilings
	 	Painted Drywall
	 
	 	 	 	 
	Mechanical System:
	 	 	 	 
	 
	 	 	 	 
	HVAC
	 	4 - 130 ton Packaged Rooftop Units supplying Variable Air Volume
	Ductwork
	 	Medium pressure and low pressure serving core areas only
	Control System
	 	Electronic Controls
	 
	 	 	 	 
	Plumbing System:
	 	 	 	 
	 
	 	 	 	 
	Toilet Rooms (Per Floor
	 	2 Men’s, each with 2 toilets (1 HC), 2 urinals, 2 lavatories
	 
	 	2 Women’s, each with 4 toilets, (1 HC), 3 lavatories
	Janitor’s Closets
	 	 	5
	Drinking Fountains
	 	12 (6 HC)
	 
	 	 	 	 
	Fire Protection/Life Safety:
	 	 	 	 
	 
	 	 	 	 
	Sprinklers
	 	Fully Sprinklered Throughout
	Head Spacing
	 	Complies with NFPA 13
	Fire Alarm System
	 	Intelligent Addressable, w/capacity for tenant connections @ ea. Floor
	Alarm Devices
	 	Visual / Audible Strobes in all common areas
	 
	 	 	 	 
	Electrical System:
	 	 	 	 
	 
	 	 	 	 
	Electrical Service
	 	TU Pad Mount transformer, 277/480 Volt 3-phase, 3000A
	Electrical Design (Total)
	 	14 Watts/sf
	Electrical Design (Lighting & Power)
	 	8 Watts/sf
	Panels Provided (High Voltage)
	 	1 400A @ 277/480V panel for each half floor
	Panels Provided (Low Voltage)
	 	1 400A @ 120/208V panel for each half floor
	Building Standard Lighting
	 	3-Lamp 18-Cell Parabolic Fluorescent, for lay-in ceiling; stacked
	Fixture Ratio
	 	1 Fixture / 100 sf (useable)
	Accent Lighting at Lobby
	 	Incandescent Downlights
	Parking Area Lighting
	 	Metal Halide pole-mount








 




			
	*	 	Ceiling materials furnished stacked on floor. Quantity based on no interior demising walls, one
continuous ceiling plane. Ceiling tile quantity based on useable square footage less building
standard light fixtures (1:100 SF.).





 









 





EXHIBIT E




RENEWAL OPTION



     1. Provided no Event of Default exists and Tenant (or any permitted or approved assignee or
subtenant) is occupying the entire Premises at the time of such election, Tenant may renew this
Lease for two (2) additional periods of three (3) or five (5) years each (as determined in each
case by Tenant) on the same terms provided in this Lease (except as set forth below), by delivering
written notice of the exercise thereof to Landlord not later than nine (9) months before the
expiration of the initial Term. On or before the expiration of the initial Term, Landlord and
Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in
this Lease, except as follows:



          (a) The Basic Rental payable for each month during each such extended Term shall be as
provided below;




          (b) Tenant shall have no renewal options except as set forth herein unless expressly granted
by Landlord in writing; and




          (c) Landlord shall lease to Tenant the Premises in their then-current condition, and Landlord
shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the
like) or other tenant inducements except as set forth in the Lease.




     2. Basic Rental during the extended Term shall be equal to the then prevailing market rate for
leases then being renewed or for new leases of second generation space then being entered into of
equivalent quality, size, utility and location in Comparable Buildings, with the length of the
extended Term, the credit standing of the Tenant, and any tenant inducements (e.g., tenant
improvement allowance) taken into account.



     3. Tenant’s rights under this Exhibit shall terminate if (a) this Lease or Tenant’s right to
possession of the Premises is terminated, (b) Tenant wrongfully assigns any of its interest in this
Lease or wrongfully sublets any portion of the Premises, or (c) Tenant fails to timely exercise its
option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof.



 









 






EXHIBIT F




PARKING



     Landlord shall provide, and Tenant shall be permitted, the non-exclusive use of one parking
space for every 260 of Rentable Square Feet in the Premises throughout the Term or any renewal or
extension thereof at no cost. Such parking shall be located in the parking area associated with
the Project (the “Parking Area”) as shown on the Site Plan attached as Exhibit A-3
to the Lease, and, except as provided below, shall be unassigned. Tenant shall be permitted the
right to use, as part of the parking ratio, eleven (11) reserved parking spaces in the covered
portion of the Building during the Term of the Lease at no cost. Landlord will use commercially
reasonable efforts to assure that Tenant is provided and has access to all parking spaces granted
to it hereunder. If Tenant in good faith believes that its share of parking spaces in the Parking
Area is not available to it because of use of such spaces by other parties, Tenant may so notify
Landlord and may request that Landlord initiate the procedures outlined in Rule No. 20 of
Exhibit B to the Lease. Landlord agrees that it will carefully consider Tenant’s request,
and if it is presented with tangible evidence that Tenant’s share of parking spaces in the Parking
Area is being interfered with because of use of such spaces by other parties, Landlord will
initiate such procedures.



     In addition to the parking spaces in the Parking Area, Landlord shall provide on or before
April 1, 2000 and Tenant shall be permitted the exclusive use of 108 parking spaces (the
“Offsite Spaces”) in the areas depicted on Exhibit F-1 attached hereto (the
“Offsite Parking Area”) throughout the Term or any renewal or extension thereof. Landlord
(or one of its affiliates shall, at its sole cost and expense (and not as part of Basic Cost),
grade, pave, landscape, install lighting and stripe the Offsite Parking Area needed to provide the
Offsite Spaces. In accordance with the terms of the Reciprocal Easement and Maintenance Agreement,
Landlord’s Affiliate (or successor in interest) shall maintain the Offsite Spaces in good order,
condition and repair, and shall be responsible for sweeping, striping and lighting the Offsite
Spaces, with the cost of such services to be charged to Tenant.



 









 





EXHIBIT F-1




After recording, return to:

Barbara A. Erhart

Billingsley Company

2200 Ross Avenue, Suite 4800 West

Dallas, Texas 75201




RECIPROCAL EASEMENT GRANT AND MAINTENANCE AGREEMENT




     THIS AGREEMENT is made this                      day of                     , 1999, by and between the present owners of
those certain tracts of real property situated in Denton County, Texas described on Exhibit
A and Exhibit B.



RECITALS:




     (1) CB PARKWAY BUSINESS CENTER V, LTD., a Texas limited partnership (“CB V”) is the owner of a
certain tract of real property situated in Denton County, Texas, described on Exhibit A
attached hereto (“Tract I”), and any improvements now or hereafter located thereon (the “Tract I
Improvements”).



     (2) CB MIDWAY/PARKWAY INVESTORS, LTD., a Texas limited partnership (“CB MPI”) is the owner of
a certain tract of real property situated in Denton County, Texas, described on Exhibit B
attached hereto (“Tract II”) and any improvements now or hereafter located thereon (the “Tract II
Improvements”).



     (3) As used herein, the term “Tract I Owner” shall mean Office V, acting in its capacity as
the owner of Tract I, the term “Tract II Owner” shall mean Office VI, acting in its capacity as the
owner of Tract II. The Tract I Owner and Tract II Owner are referred to herein individually as an
“Owner” and collectively as the “Owners”. Tract I and Tract II are referred to herein individually
as “Tract” and collectively as “Tracts”.



     (4) The purpose of this Agreement is to (i) provide for an access easement for the benefit of
the Tract I owner for the use of a roadway on and across Tract II; (ii) provide for easements for
certain parking spaces located on Tract II for use by the Tract 1 owner; and (iii) to set forth
certain agreements between the Tract 1 Owner and the Tract II Owner with regard to the costs and
expenses of maintaining such roadways and parking spaces.



AGREEMENT:




     In consideration of the premises and the mutual agreements herein contained, the Tract 1 Owner
and the Tract II Owner hereby covenant and agree as follows and hereby GRANT, BARGAIN, SELL, CONVEY
and, where appropriate, RESERVE the easement hereinafter set forth.



 









 






ARTICLE I




Tract II Roadway Easement



     Subject to the provisions of this Agreement, there is hereby GRANTED, BARGAINED, SOLD,
CONVEYED or, where appropriate, RESERVED the following easement:



     1.1 Tract II Roadway. The Tract II Owner hereby grants to and reserves for the
benefit of all present and future owners of Tract I and Tract II for their respective use and the
use of their respective lessees, sublessees, mortgagees, successors, assigns, guests, patrons,
customers, agents, employees, licensees and invitees, a perpetual non-exclusive easement and
right-of-way for pedestrian and vehicular traffic over and upon a certain portion of Tract II, as
particularly described in Exhibit C hereto (the “Tract II Roadway”) and depicted on the
abstract from the site plan of Tract II prepared by morrisonseifertmurphy dated                      ___, 1999 (the
“Site Plan”), a copy of which is attached hereto as Exhibit D. In its capacity as owner of
Tract II, the Tract II Owner reserves, for itself and for future owners of Tract II, (i) all rights
in and to the Tract II Roadway (including without limitations subsurface, surface and air rights),
the exercise of which do not unreasonably interfere with the easement herein granted in and to the
Tract II Roadway, and (ii) the right to relocate, widen or expand, at the sole cost and expense of
the owner or owners of Tract II, all or any portion of the Tract II Roadway, provided that no such
relocation, widening or expansion shall affect access provided by the
Tract II Roadway to Midway
Road or access from the Tract II Roadway to Tract I. The easement granted hereby shall
automatically apply to the Tract II Roadway as the same may be relocated, widened or expanded;
provided, however, that upon the request of any Owner, the Tract I Owner and Tract II Owner shall
enter into a written agreement in recordable form confirming the easement as relocated, widened or
expanded.



     1.2 Maintenance of Tract II Roadway. The Tract Il Owner agrees for himself and for
future owners of Tract II, to at all times maintain in good repair and condition and replace all
portions of the Tract II Roadway and to keep the Tract II Roadway, at all times, free and clear
from all debris and other obstructions which would or might unreasonably interfere with its use for
pedestrian and vehicular traffic. All reasonable costs incurred by the Tract II Owner in
maintaining, repairing and replacing the Tract II Roadway shall be paid one-half (1/2) each by the
Tract I Owner and Tract II Owner. In addition, in the event the Tract II Roadway is relocated,
enlarged, or otherwise altered by the Tract II Owner as permitted by Section 1.1 above, any increase
in the cost of maintenance, repair or replacement of the Tract II Roadway resulting from such
alteration shall be the sole responsibility of the Tract II Owner.



     1.3 No Prescriptive Rights. The Tract II Owner reserves, for himself and for all
present and future owners of Tract II, the right to close off portions of the Tract II Roadway for
such reasonable period of time as may be legally necessary to prevent the acquisition of
prescriptive rights by any party; provided, however, that any such party closing off any portion of
the Tract II Roadway shall effectuate such closing so that no unreasonable interferences occur in
the operation of the Tract I Improvements or Tract II Improvements.



 









 





ARTICLE II




Tract II Parking Easements



     2.1 Grant of Tract II Parking Easements. The Tract II Owner hereby grants and conveys
to the Tract Owner, for the benefit of and appurtenant to Tract I, exclusive easements in, to, over
and across the areas on Tract II described in Exhibits E and F and shown on the Site Plan
as Parcel 1 and Parcel 2 respectively, a copy of which is attached hereto as Exhibit D, for
the purpose of providing 108 parking spaces (the “Parking Easements”) for use by vehicles no longer
than full-size passenger automobiles or 1/2 ton pickup trucks.



     2.2 Term of Parking Easements. The Tract II parking easements shall survive for the
lease term, including renewals and extensions, of the Lease Agreement dated July ___, 1999, by and
between CB Parkway Business Center V, Ltd., a Texas limited partnership, and RealPage, Inc., a
Texas corporation.



     2.3 Maintenance of Parking Easements. The Tract II Owner agrees for himself and for
future owners of Tract II, to at all times maintain in good repair and condition all portions of
the Tract II Parking Easements and to keep the Tract II Parking Easements Roadway, at all times,
free and clear from all debris and other obstructions which would or might unreasonably interfere
with its use for vehicular parking. All reasonable costs incurred by the Tract II Owner in
maintaining, repairing and replacing the Tract II Parking Easements shall be paid by the Tract I
Owner.



ARTICLE III




Miscellaneous



     3.1 Binding Effect. Except as expressly set forth herein, the easement and covenants
set forth in this Agreement shall run with the land, and shall be binding upon any and all parties
hereafter acquiring an interest in Tract I or Tract II, and shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties benefited and burdened hereby and
shall remain in effect as hereinabove set forth.



     3.2 Exhibits. The exhibits referred to in this Agreement and attached hereto are
incorporated herein in full by this reference.



     3.3 Waiver. No failure of any party to exercise any power given to such party
hereunder or to insist upon such strict compliance by any other party to its obligations hereunder
and no custom or practice of the parties in variance with the terms hereof shall constitute a
waiver of any party’s right to demand exact compliance with the terms hereof.



     3.4 No Dedication. Nothing contained in this Agreement is intended to, nor shall it
be constructed as, dedicating any easement or rights to the public.



 









 





     3.5 Enforcement of Obligations. In the event that any party obligated hereunder (the
“Obligated Party”) fails to undertake and perform punctually and properly any of his or its duties
or obligations set forth in this Agreement, then any other owner of Tract I or Tract II (the “Other
Party”) shall give the Obligated Party written notice of such failure and shall give the Obligated
Party thirty (30) days after such notice to undertake and perform properly such duty or obligation,
unless such obligation cannot be reasonably completed within such thirty (30) day period, in which
event the Obligated Party shall commence to complete such obligation within such thirty (30) day
period and diligently prosecute to complete same as soon as reasonably practicable, but in no event
more than ninety (90) days after said notice. If the Obligated Party fails to so undertake and
perform properly such duty or obligation within such thirty (30) day period, or in the event of an
obligation which cannot reasonably be completed within such thirty (30) day period, fails to
commence to complete such obligation within such thirty (30) day period and thereafter diligently
prosecute to complete same as soon as reasonably practicable, but in no event more than ninety (90)
days after said notice, then the Other Party may, but shall not be required to, undertake and
perform such duty or obligation for and on behalf of the Obligated Party, all costs and expenses of
which shall be paid to the Other Party by the Obligated Party. If the Other Party retains an
attorney to collect such amount, then the Obligated Party shall also pay reasonable attorney’s fees
and costs of collection. Notwithstanding anything to the contrary herein, in the event of an
emergency whereby immediate action is required to prevent damage or injury to persons or property,
the Other Party may undertake any reasonably necessary obligations of the Obligated Party without
prior notice or demand, and shall be entitled to reimbursement of all reasonably incurred expenses
in connection therewith as provided herein. Each party hereto hereby grants to the other party
hereto and/or reserves, as appropriate, an easement on, over and across the Tract owned by the
Obligated Party for any reasonable use in connection with the performance by the Other Party of the
obligations of the Obligated Party pursuant to this Section 3.5. In addition to the right of the
Other Party to perform the obligations of the Obligated Party pursuant to this Section 3.5, the
obligations of any party to this Agreement may be enforced by any other measure available at law or
in equity, including without limitation the right to obtain injunctive relief



     3.6 Payments. Where any payments hereunder are owed by an Owner (the “Payor Owner”)
to the other Owner (the “Payee Owner”), such payment shall be due and payable within thirty (30)
days after the Payor Owner receives written notice from the Payee Owner of the amount thereof
together with copies of all applicable receipts and other reasonable verification of such amount,
if applicable. If not paid when due, such amounts shall bear interest from the due date at the
rate of ten percent (10%) per annum or the highest rate then allowed under applicable law,
whichever is lower, until paid. In addition, any proper amounts owed hereunder if not paid when
due shall be secured by a lien on the Payor Owner’s Tract, which lien shall be effective upon the
recording of a legally sufficient notice thereof in the real property records for Dallas County,
Texas. Such lien shall be subordinate to any mortgage or deed of trust now or hereafter affecting
such Tract, and any purchaser at any foreclosure or trustee’s sale (as well as any grantee by deed
in lieu of foreclosure or trustee’s sale) under any such mortgage or deed of trust shall take title
subject only to liens thereafter accruing pursuant to this Section.



 









 





     3.7 Amendment. This Agreement, and any rights or interests herein granted, bargained,
sold, conveyed, reserved or otherwise provided, may be amended, modified or terminated only by a
written and duly recorded agreement signed by all Owners and mortgagees having a valid lien on any
portion of the Tracts.



     3.8 Responsibility. Notwithstanding anything to the contrary herein, each Owner shall
be liable and responsible for the obligations, covenants, agreements and responsibilities created
by this Agreement and for any judgement rendered hereon only to the extent of its respective
interest in the land and improvements on its respective Tract.



     3.9 Estoppel Certificates. Each Owner agrees that upon written request of the other
Owner, it will issue, within thirty (30) days after receipt of such request, an estoppel
certificate stating to the best of the issuer’s knowledge the status of any matter relating to this
Agreement or the terms hereof as shall be reasonably requested by the other Owner.



     3.10 Notices. Any notice required or permitted hereunder must be in writing and may
be delivered to the respective addresses and numbers of the parties listed below (which addresses
and numbers may be changed upon two (2) days notice), either in person, by certified U.S. Mail, by
reputable overnight delivery service, or by facsimile copy via telecopy. Any such notice shall be
deemed effective upon the earlier of actual delivery, upon the third day following deposit in the
U.S. Mail, certified mail with return receipt requested, postage prepaid and properly addressed, or
upon successful telecopy transmission as evidenced by acknowledgment of successful transmission by
the sending machine.



	 	 	 
	TRACT I OWNER:

	 	TRACT II OWNER:
	 
	 	 
	CB Parkway Business Center V, Ltd.

	 	CB Midway/Parkway Investors, Ltd.
	c/o Billingsley Company

	 	c/o Billingsley Company
	2200 Ross Avenue

	 	2200 Ross Avenue
	Suite 4800 West

	 	Suite 4800 West
	Dallas, Texas 75201

	 	Dallas, Texas 75201
	Attn: Barbara A. Erhart

	 	Attn: Barbara A. Erhart
	Telephone: (214) 754-1707

	 	Telephone: (214) 754-1707
	Telecopy: (214) 754-1754

	 	Telecopy: (214) 754-1754
	 
	 	 
	with copy to:

	 	with copy to:
	 
	 	 
	Baker & Botts, L.L.P.

	 	Baker & Botts, L.L.P.
	2001 Ross Avenue

	 	2001 Ross Avenue
	Dallas, Texas 75201-2980

	 	Dallas, Texas 75201-2980
	Attn: Joel Overton, Jr.

	 	Attn: Joel Overton, Jr.
	Telephone: (214) 953-6938

	 	Telephone: (214) 953-6938
	Telecopy: (214) 953-6503

	 	Telecopy: (214) 953-6503






 









 






     3.11 Waiver of Claims: No Subrogation. Notwithstanding anything herein to the
contrary, each Owner hereby waives any rights of recovery against the other, its owners, partners,
managers, agents, employees, contractors, tenants, occupants, guests or invitees for any damage or
loss that may occur on the Tracts or on or to any improvements thereon or other property therein,
by reason of fire, the elements or any other cause which could be insured under a standard all
risks insurance policy, regardless of cause or origin, including without limitation any negligent
acts or omissions of the other Owner, its owners, partners, managers, agents, employees,
contractors, tenants, occupants, guests or invitees, and no insurer shall have any rights of
subrogation with respect to the foregoing.



     3.12 Counterparts. This Agreement may be signed by the parties in counterparts, which
when taken together, shall constitute a valid, binding and effective agreement.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	“TRACT I OWNER”	 	 
	 
	 	 	 	 	 	 
	 	 	CB PARKWAY BUSINESS CENTER V, LTD., a Texas
limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: 15BCO, INC., General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Barbara A. Erhart	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	“TRACT II OWNER”	 	 
	 
	 	 	 	 	 	 
	 	 	CB MIDWAY/PARKWAY INVESTORS, LTD., a Texas
limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: 2BCO, INC., General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Barbara A. Erhart	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 
	STATE OF TEXAS

	 	§
	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






     This instrument was acknowledged before me on                      day of                     , 1999, by Barbara A.
Erhart, in her capacity as Vice President of 15BCO, INC., a Texas corporation, in its capacity as
sole general partner of CB PARKWAY BUSINESS CENTER V, LTD., a Texas limited partnership, on behalf
of said corporation and partnership.



	 	 	 	 	 
	 

	 	Notary Public, State of Texas	 	 
	 
	 	 	 	 
	 

	 	 

Printed Name
	 	 
	 
	 	 	 	 
	 

	 	My Commission Expires:                     	 	 






	 	 	 	 	 
	STATE OF TEXAS

	 	§
	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






     This instrument was acknowledged before me on                      day of                     , 1999, by Barbara A.
Erhart, in her capacity as Vice President of 2BCO, INC., a Texas corporation, in its capacity as
sole general partner of CB MIDWAY/PARKWAY INVESTORS, LTD., a Texas limited partnership, on behalf
of said corporation and partnership.



	 	 	 	 	 
	 

	 	Notary Public, State of Texas	 	 
	 
	 	 	 	 
	 

	 	 

Printed Name
	 	 
	 
	 	 	 	 
	 

	 	My Commission Expires:	 	 





EXHIBITS:




Exhibit A — Legal Description of Tract I

Exhibit B — Legal Description of Tract 11

Exhibit C — Legal Description of Tract 11 Roadway

Exhibit D — Site Plan Abstract

Exhibit E — Legal Description of Tract 11 Parking Easement (Parcel 1)

Exhibit F — Legal Description of Tract II Parking Easement (Parcel 2)




 









 






MORTGAGEE’S CONSENT




     The undersigned (“Mortgagee”) is the current beneficiary under, and the sole owner of, a
certain promissory note secured by that certain Deed of Trust, Mortgage and Security Agreement
dated effective as of October 14, 1998, and recorded in Volume 4198, Page 00062, Official Public
Records of Real Property of Denton County, Denton County, Texas, which encumbers Tract I.
Mortgagee has joined in the execution hereof for the purposes of evidencing its consent to this
Agreement and the easements created hereby.



	 	 	 	 	 	 	 
	 	 	“MORTGAGEE”	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTY FEDERAL BANK, F.S.B., a

Federal savings bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	STATE OF TEXAS

	 	§
	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






     This instrument was acknowledged before me on ___day of                     , 1999, by Susan Clarkson,
in her capacity as Vice President of GUARANTY FEDERAL BANK, F.S.B., a Federal savings bank, on
behalf of said savings bank.



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Notary Public, State of Texas	 	 
	 
	 	 	 	 
	 

	 	 

Printed Name
	 	 





My Commission Expires:



                                                            





 









 








Exhibit A




4000 International Parkway

Legal Description



WHEREAS CB PARKWAY BUSINESS CENTER V, LTD. is the sole owner of all of the following described
9.672 acre tract of land situated in the D. Andrews Survey, Abstract No. 1455 in the City of
Carrollton, Denton County, Texas, said 9.672 acre tract being comprised of two tracts (0.006 acres
and 0.359 acres) out of the D. Andrews Survey, Abstract No. 1455 conveyed to CB PARKWAY BUSINESS
CENTER V, LTD. by deed recorded in Denton County, Texas Clerk’s file Number 98-R0092891 and being
9.307 acres (all of Lot 1 of Block 1 of International Business Park Subdivision to the City of
Carrollton, Texas as recorded in Cabinet 0, Slide 352 of the Plat Records of Denton County, Texas)
out of the 9.554 acre tract of land conveyed to CB PARKWAY BUSINESS CENTER V, LTD. by deed recorded
in Volume 4142, Page 821 of the Real Property Records of Denton County, Texas, and being more
particularly described as follows:



BEGINNING at a set “X” cut in concrete at the northeast corner of said Lot 1 of Block I of the
International Business Park Subdivision, said point being on the west right of way line of Midway
Road (110 foot wide right of way at this point);



THENCE South 1 degree 38 minutes 21 seconds West, along the west right of way line of Midway Road,
a distance of 254.04 feet to a 1/2-inch iron rod with yellow plastic cap stamped “HALFF ASSOC.,
INC.” (Hereinafter referred to as “with cap”) set at an angle point in said Midway Road right of
way;



THENCE South 5 degrees 27 minutes 09 seconds West continuing along said west right or’ way line a
distance of 150.35 feet to a 59/64 — inch iron rod with cap set for corner;



THENCE
South 1 degree 38 minutes 21 seconds West continuing along said west right of way line a
distance of 135.81 feet to a 59/64 -inch iron rod with cap set at the point of curvature of a
circular curve to the right having a radius of 80.00 feet and whose long chord bears South 49
degrees 05 minutes 22 seconds West a distance of 117.87 feet;



THENCE in a southwesterly direction along the west right of way of Midway Road and the north right
of way of International Parkway and along said curve to the right through a central angle of 94
degrees 54 minutes 02 seconds, an arc distance of 132.51 feet to a 1/2-inch iron rod with cap set
at the point of compound curvature of a circular curve to the right having a radius of 1215.00 feet
and whose long chord bears North 79 degrees 14 minutes 35 seconds West a distance of 178.72 feet;



THENCE westerly along the north right of way line of International Parkway (a 110 foot wide right
of way at this point) and along said curve through a central angle of 8 degrees 25 minutes 49
seconds, an arc distance of 178.88 feet to a 1/2-inch iron rod with cap set for corner;



THENCE North 72 degrees 57 minutes 46 seconds West, continuing along the north right of way line of
International Parkway (through a transition in right of way width to 100 feet wide), a distance






 









 







of 162.38 feet to a I/2-inch iron rod with cap set at the beginning of a non-tangent circular curve
to the right having a radius of 1220.00 feet and whose long chord bears North 65 degrees 07 minutes
30 seconds West a distance of 96.06 feet;



THENCE northwesterly, continuing along the north right of way line of International Parkway (with a
right of way width of 100 feet) and along said curve through a central angle of 4 degrees 30
minutes 45 seconds, an arc distance of 96.08 feet to a 59/64 -inch iron rod with cap set for the
point of tangency;



THENCE North 62 degrees 52 minutes 08 seconds West, continuing along the north right of way line of
International Parkway, a distance of 246.21 feet to a 59/64 -inch iron rod with cap set for the
point of curvature of a circular curve to the right having a radius of 1743.46 feet and whose long
chord bears North 58 degrees 35 minutes 54 seconds West a distance of 259.66 feet;



THENCE northwesterly, continuing along the north right of way line of International Parkway, and
along said curve through a central angle of 8 degrees 32 minutes 28 seconds, an arc distance of
259.90 feet to a I/2-inch iron rod with cap set for the southwest corner of said Lot 1 of Block 1;



THENCE North 35 degrees 40 minutes 20 seconds East, departing said north right of way line of
International Parkway and along the west line of said Lot 1 of Block 1, a distance of 99.24 feet to
a 1/2- inch iron rod with cap set at an angle point in the west line of said Lot 1 of Block 1;



THENCE North 01 degrees 38 minutes 21 seconds East along the west line of said Lot 1 of Block 1 a
distance of 5.13 feet to a 1/2-inch iron rod with cap set for a corner;



THENCE North 88 degrees 21 minutes 39 seconds West departing from said Lot 1, Block 1 west line a
distance of 12.00 feet to a 1/2-inch iron rod with cap set for a corner;



THENCE North 01 degrees 38 minutes 21 seconds East a distance of 22.00 feet to a 1/2-inch iron rod
with cap set for a corner;



THENCE South 88 degrees 21 minutes 39 seconds East a distance of 12.00 feet to a 1/2-inch iron rod
with cap set on the west line of said Lot 1 of Block 1;



THENCE North 01 degrees 38 minutes 21 seconds East along the west line of said Lot 1 of Block 1 a
distance of 19.00 feet to a 1/2-inch iron rod with cap set at the most westerly northwest corner of
said Lot 1 of Block 1,



THENCE-South 88 degrees 21 minutes 39 seconds East along the most westerly north line of said Lot 1
of Block I a distance 32.00 feet to a 1/2-inch iron rod with cap set for a corner;



THENCE North 01 degrees 38 minutes 21 seconds East departing from said westerly north line of Lot 1
of Block 1 a distance of 32.00 feet to a 1/2-inch iron rod with cap set for a corner;







 









 







THENCE South 88 degrees 21 minutes 39 seconds East a distance of 341.15 feet to set “X” cut for
corner; THENCE North 01 degrees 38 minutes 21 seconds East a distance of 115.02 feet to a set “X”
cut for corner



THENCE South 88 degrees 21 minutes 39 seconds East a distance of 32.00 feet to a set “X” cut for
corner at the most northerly northwest corner of said Lot 1 of Block 1;



THENCE South 88 degrees 21 minutes 39 seconds East along the most easterly north line of said Lot 1
of Block 1 a distance of 537.07 feet to the POINT OF BEGINNING and containing 421,299 square feet
or 9.672 acres of land more or less.







 









 








Exhibit B




Proposed Phase VI Office Building

Legal Description








 









 








Exhibit C




Tract II Roadway

Legal Description








 









 








Exhibit D








 









 





Exhibit E




Tract II Parking Easement

(Parcel I — Legal Description)

26 Parking Spaces







 









 








Exhibit F




Tract II Parking Easement

(Parcel 2 — Legal Description)

82 Parking Spaces




 









 





EXHIBIT G




JANITORIAL SPECIFICATIONS




	I.	 	JANITORIAL SERVICE SPECIFICATIONS FOR TENANT SUITES, COMMON AREAS ON TENANT-OCCUPIED FLOORS
AND TENANT COMPUTER ROOMS.






	 	a.	 	Nightly Services






	 	i.	 	All surface areas, desks, file cabinets, counter tops, book
shelves, credenzas, computer screens and other equipment will be dusted. Desk
tops will be wiped down but no papers will be moved. All ashtrays and urns will
be emptied and wiped.
	 
	 	ii.	 	All carpeted areas will be vacuumed. Carpets will be spot
cleaned where needed. All hard surface floors will be swept with a dust mop
then damp mopped.
	 
	 	iii.	 	All trash receptacles will be emptied and wiped down. Liners
will be changed whenever necessary. Garbage will be taken to the designated
areas for trash removal.
	 
	 	iv.	 	All magazines will be straightened. Glass top desks, glass
doors, partitions, light switches and walls will be cleaned to remove smudges
and fingerprints.
	 
	 	v.	 	All stairwells will be vacuumed and swept as well as dusted.
	 
	 	vi.	 	The elevator will be vacuumed and fingerprints removed from wall
surfaces.
	 
	 	vii.	 	All kitchen countertops, tables and cupboard doors in break rooms
will be cleaned and disinfected. Hand prints and smudges will be removed from
the exterior of the refrigerator as well as any other appliances. Microwaves
will be cleaned inside and out. Sinks and other chrome areas will be cleaned
and polished.
	 
	 	viii.	 	Mugs, plates and glasses will be placed in the dishwasher and
washed only if they are placed in the break room sink by company employees.
Dishes will not be removed from the dishwasher.
	 
	 	ix.	 	All fixtures and appliances in the restrooms will be cleaned and
sanitized. All chrome and mirrors will be cleaned and polished. Toilet paper
and paper towels will be replenished as needed in restrooms.
	 
	 	x.	 	All commodes and urinals will be cleaned with a germicidal
disinfectant. The use of an emulsion bowl cleaner will be used whenever
necessary.
	 
	 	xi.	 	Restroom floors will be cleaned using a germicidal disinfectant.
	 
	 	xii.	 	Light bulbs will be replaced as needed.






	 	b.	 	Weekly Services






	 	i.	 	All pictures and door frames will be dusted.
	 
	 	ii.	 	Partitions and walls in the restrooms will be completely wiped
down with a germicidal disinfectant.




 









 






	 	iii.	 	All VCT floors will be buffed.






	 	c.	 	Monthly Services






	 	i.	 	All mini-blinds and A/C vents will be dusted.
	 
	 	ii.	 	All interior windows will be cleaned.
	 
	 	iii.	 	All VCT floors will be waxed (more often as necessary)






	 	d.	 	Quarterly Services






	 	i.	 	All exterior windows will be cleaned.










 









 








EXHIBIT H




SIGNAGE



     Subject to all applicable laws, ordinances and permit requirements, Tenant shall have the
right, at its sole cost and expense, to install its identification on the parapet of the Building
in locations reserved for use by Tenant as identified on Exhibit A-3. The size, location,
quality, color and design of such signage, the contractor selected by Tenant to manufacture and
install the signage, and the method of installation thereof shall all be subject to the generally
applicable sign criteria established for the Building (a copy of which is attached to the Lease as
Exhibit H-1) and Landlord’s approval, which shall not be unreasonably delayed, withheld or
conditioned. Tenant shall be responsible for all aspects of its signs including not by limitation
the cost (not including the cost of the monument itself, which shall be paid by Landlord), design,
fabrication, permitting and installation (subject to Landlord’s supervision) of such signs, running
electrical wiring to such signs, and providing and/or paying for electricity to such signs.



     Tenant shall be solely responsible for the operation, maintenance, repair and replacement of
its signage and all related expenses, and shall keep same operational and in good condition and
repair. Tenant shall, at its expense, remove all its signage, prior to expiration of the Term (as
may be extended) or termination of the Lease and shall make all necessary repairs to the Building,
upon such removal. If Tenant fails to remove its signage and make all necessary repairs as
required herein, Landlord may do so at Tenant’s expense. In such event, Landlord shall not be
liable for any damage to Tenant’s signage, and may retain, sell, or otherwise dispose of such
signage without obligation or liability to Tenant.



     Tenant shall indemnify and hold Landlord harmless from and against all claims, costs, and
liabilities of whatever kind or nature relating to the installation, existence, operation,
maintenance, repair, replacement and removal of Tenant’s signage.



     Landlord will not permit the placement of any other signs on the parapet of the Building until
and if the current tenant on the third floor (or its successors or assigns) vacates the Building.
If the lease with the current tenant of the third floor of the Building terminates for any reason,
Landlord will cause such tenant’s signs to be removed from the Building and will allow Tenant to
relocate one or both of Tenant’s parapet signs, at Tenant’s cost, to these locations if desired.



 









 





EXHIBIT H-1




SIGNAGE CRITERIA



SIGN CRITERIA



The purpose of this sign criteria is to create a graphic environment that is individual and
distinctive in identity for the Tenant and also compatible with other signs on this and future
buildings. The total concept should give an impression of quality, professionalism and instill a
good business image. Lettering shall be well proportioned and its design, spacing and legibility
shall be a major criterion for approval.



The following specifications are to be used for the design of your sign: however, in all cases,
final written approval must be obtained from the lessor prior to the manufacturing or
installation of any signage. Lessor shall make all final and controlling determinations concerning
any questions of interpretations of this sign policy.



NOTICE: Written approval and conformance with these specifications does not imply
conformance with local City and County sign ordinances. Please have your sign company check with
local authorities to avoid non-compliance with local codes.




Exterior Signs





	A.	 	REQUIRED SIGNS






	 	1.	 	Tenant shall be requested to identify its premises by erecting two (2) signs
which shall be attached directly to the building parapet as described hereinafter.






	B.	 	TYPE OF SIGN






	 	1.	 	Internally illuminated acrylic faced, individual letters raceway mounted on
building face. Letters shall appear black when not illuminated, white when
illuminated.






	C.	 	SIZE OF SIGN






	 	1.	 	Placement: All signs shall be designed to fit entirely within a horizontal band
48 inches high, from 12 inches below the top of parapet to 60 inches below the top of
parapet, ascending and descending characters included.
	 
	 	2.	 	Sign locations for individual tenants are to be as agreed with Owner. Maximum
allowable areas per building elevation:





	 	 	 	 	 
	North elevation, north wing (aggregate):

	 	67.5’
	 	maximum length, 180 sf. area
	North elevation, south wing (aggregate):

	 	67.5’
	 	maximum length, 180 sf. area
	East elevation, north wing (aggregate):

	 	135.0’
	 	maximum length, 360 sf. area






 









 








	 	 	 	 	 
	East elevation, south wing (aggregate):

	 	225.0’
	 	maximum length, 600 sf. area
	West elevation, north wing (aggregate):

	 	225.0’
	 	maximum length, 600 sf. area







	 	3.	 	Depth — 6” minimum, or as required to diffuse neon stroke for uniform
appearance.
	 
	 	4.	 	Height — not to exceed 40” . Multiple Rows — not to exceed 40” in total height
including spaces between rows: Minimum Letter 

Size — 10”.






	D.	 	TYPE OF SIGN






	 	1.	 	Any style (block or script) may be used. Upper and lower case letters are
allowed. Lessor will have final review over height increases for script letters.
	 
	 	2.	 	Logos in addition to signage must be approved. They must be proportionate to
height of parapet and sign and in same color as signage.
	 
	 	3.	 	Box type signs will not be permitted.






	E.	 	COLOR OR SIGN






	 	1.	 	Signs are to appear black when not illuminated, and white when illuminated.
	 
	 	2.	 	Face is to be Rohm & Haas Plexiglass. Color permitted: as required to provide
day black/night white effect.
	 
	 	3.	 	Returns: Flat Black.
	 
	 	4.	 	Trim Cap: 1” Flat Black Jewel Lite.






	F.	 	CONSTRUCTION OF LETTERS






	 	1.	 	Individual channel letters up to 40” high to have 1/8” plexiglass faces.
	 
	 	2.	 	Returns: .063 aluminum gauge (minimum).
	 
	 	3.	 	Backs: .080 aluminum gauge (minimum).
	 
	 	4.	 	No armor plate or wood in the manufactured returns may be used.
	 
	 	5.	 	Letter fabrication to be welded. Riveted construction not acceptable.






	G.	 	ILLUMINATION AND WIRING






	 	1.	 	All signs must be UL labeled.




 









 






	 	2.	 	Illumination shall be with 15 mm and 30mm 6500 degree white neon tubing, and
shall be uniform. Provide number of neon strokes adequate to provide uniform lighting
across width and length of letter stroke.
	 
	 	3.	 	Secondary Wiring -All transformers and secondary wiring are to be concealed
behind parapets or within ceiling plenum.
	 
	 	4.	 	Electrical power shall be brought to required location at Tenant’s expense.
Routing and location of conduit and other required items shall not be visible on front
of parapet.
	 
	 	5.	 	Final electrical connection of sign to transformer box will be performed by a
licensed electrician approved by Landlord. Sign timer controls for all tenants to be
set per Landlord requirements.






	H.	 	PLACEMENT AND INSTALLATION






	 	1.	 	General Notes






	 	a.	 	Letters are to be located on signage area of building as
determined by Landlord.
	 
	 	b.	 	Attachment of signage to meet U.L. Standards. No exposed wiring
is permitted.
	 
	 	c.	 	All fasteners used are to be non-corrosive.
	 
	 	d.	 	Tenant will be responsible for all damage to the building
incurred during sign installation or removal.
	 
	 	e.	 	Tenant submittals for lighting approval shall indicate methods of
attachment to building face. Tenants should be aware that building face is 8”
concrete tilt wall.






	I.	 	SUBMITTAL FOR APPROVAL






	 	1.	 	Prior to awarding a contract for fabrication and installation, Tenant shall
submit three (3) sealed drawings for final review and approval to:
	 
	 	 	 	Billingsley Property Services

Texas Commerce Tower

2200 Ross Avenue, Suite 4800 West

Dallas, Texas 75201

Attention: Becky Rowland, Property Manager
	 
	 	2.	 	Elevation of building fascia and sign shall be drawn using a minimum 1/4” = 1’
 — 0” scale.




 









 






	 	3.	 	Drawing shall indicate the following specifications: Type, color and thickness
of plexiglass, type of materials, finish used on return, type of illumination and
mounting method. Tenant’s sign contractor shall first visit the site to verify
existing conditions prior to preparation of shop drawings, information needed to
prepare submittals shall also be obtained during the visit.
	 
	 	4.	 	Drawings must include fascia cross section showing electrical connections.






	J.	 	PERMITS






	 	1.	 	All City permits and approvals from the landlord are required prior to sign
fabrication.






	K.	 	WINDOW SIGNS






	 	1.	 	No window signs are permitted.






	L.	 	MONUMENT SIGNS






	 	1.	 	Tenants shall provide identification signs per Owner’s criteria for mounting on
monument sign.
	 
	 	2.	 	All single-tenant buildings, signs shall be 10” high metal letters with black
baked-on gloss finish, in Universe 67 letter style.
	 
	 	3.	 	At multi-tenant buildings, signs shall be 6” high metal letters with black
baked-on gloss finish, in Universe 67 letter style.






	M.	 	SECONDARY ENTRY SIGNS






	 	1.	 	Not allowed.






	N.	 	THE FOLLOWING ARE NOT PERMITTED:






	 	1.	 	Roof signs or box signs
	 
	 	2.	 	Cloth signs hanging in front of business
	 
	 	3.	 	Exposed seam tubing
	 
	 	4.	 	Animated or moving components
	 
	 	5.	 	Intermittent or flashing illumination
	 
	 	6.	 	Iridescent painted signs




 









 






	 	7.	 	Letters mounted or painted directly on illuminated panels
	 
	 	8.	 	Signs or letters painted directly on any surface except as herein provided
	 
	 	9.	 	The names, stamps or decals of manufacturers or installers shall not be visible
except for technical data (if any) required by governing authorities.





Interior Signs





	A.	 	Interior signs identifying fixed building elements, and two building directions identifying
Tenant Names and Suite Numbers, will be provided by Landlord.






	 	1.	 	Signs Included:
	 
	 	a.	 	Building Directory (Lobby)
	 
	 	b.	 	Building Directory (South Vestibule)
	 
	 	c.	 	Suite Number Identification
	 
	 	d.	 	Stair Identification
	 
	 	e.	 	Toilet Room Identification
	 
	 	f.	 	Identification of Mechanical Spaces
	 
	 	g.	 	Emergency Egress Directions






	B.	 	Tenant Identification signs for suite entries are to be provided by each tenant. These are
to be wall mounted adjacent to entrance doors. Sign size and location shall comply with all
local codes and ordinances, as well as ADA/TAS.






	 	1.	 	Size: 24 inches high maximum; 48 inches wide maximum; 4 sf. maximum overall, as
defined by a rectangle surrounding a regularly shaped sign, or as defined in the case
of an irregularly shaped sign by a rectilinear perimeter of not more than eight (8)
straight lines enclosing the extreme limits of any figure or character.
	 
	 	2.	 	Color: At tenant’s option subject to approval by Landlord.
	 
	 	3.	 	Illumination: Not Allowed.
	 
	 	4.	 	Content: Text and logos acceptable, subject to size limitations.






	C.	 	Tenant signs within tenant space provided by tenant if desired. Size, color, configuration,
illumination and content at Tenant’s option subject to approval by Landlord.





 









 





EXHIBIT I




TENANT’S PREFERENTIAL RIGHT TO LEASE




	1.	 	Tenant shall have a continuing right of first refusal to lease any space on the third floor
of the Building (hereinafter referred to as the “Expansion Space”) during the term of
this Lease and any renewal or extension thereof. If, at any time following the date of this
Lease, Landlord receives a bona fide offer from a third party, other than the existing tenant
or its Affiliates, to lease all or any portion of the Expansion Space or if Landlord extends
to a third party a bona fide offer to lease all or any portion of the Expansion Space which
such third party is willing to accept, then in either such event Landlord shall give written
notice to Tenant of such bona fide offer and shall include in such notice the rental rate and
all other economic terms of such offer. Tenant shall have ten (10) business days following
the receipt of such notice to determine whether or not it desires to lease such Expansion
Space on the same terms and conditions contained in such offer. The failure of Tenant to
exercise its right of first refusal as to any space covered by the notice delivered pursuant
to this Exhibit shall not terminate the obligation of Landlord to again offer that space to
Tenant pursuant to the terms and conditions of this Exhibit should the space again become
available. Moreover, if Landlord does not lease the Expansion Space to the third party that
is the subject of the bona fide offer within one hundred-eighty (180) days after the end of
the ten (10) business day period on substantially the same terms and conditions as set forth
in the bona fide offer, then Tenant shall again be entitled to the right of first refusal
before Landlord can lease the Expansion Space to another tenant, including such third party.
Tenant may not exercise its rights under this Exhibit if an Event of Default exists at the
time of the delivery of the notice from Landlord to Tenant. Landlord warrants that there are
no outstanding rights to lease all or any portion of the Expansion Space (other than the lease
with the existing tenant in such space.)






	2.	 	Tenant’s rights under this Exhibit shall terminate if (a) this Lease or Tenant’s right to
possession of the Premises is terminated or (b) Tenant assigns any of its interest in this
Lease or sublets any portion of the Premises (excluding Permitted Transfers).





 









 





EXHIBIT J




RIGHT TO USE ROOF



     Subject to all requirements contained within Section 7 in the Lease, and further subject to
any applicable governmental ordinances, permits, fees or other applicable requirements or
limitations, Tenant may utilize a portion of the roof of the Building for the placement of
telecommunications, additional air conditioning and/or similar equipment for use in connection with
Tenant’s business and use of the Premises (the “Roof Improvements”). Prior to the
installation, Tenant shall submit for Landlord’s reasonable approval detailed plans and
specifications for any Roof Improvements. Landlord shall have the right to reasonably control
and/or limit the size, location, color, design and screening (all equipment must fit within the
existing screen and not be visible above the screen) of the Roof Improvements, the contractor
selected by Tenant to manufacture and install the Roof Improvements, and the method of
installation. Subject to such control by Landlord, Tenant shall be responsible for all aspects of
the Roof Improvements including not by limitation the cost, design, fabrication, permitting,
installation (subject to Landlord’s supervision), operation, maintenance, repair, replacement and
removal thereof, running electrical or other wiring, and providing electricity to the Roof
Improvements. Tenant’s Roof Improvements shall not interfere with the location or operation of the
existing equipment on the roof.



     Landlord agrees that it will not permit the installation of any other rooftop equipment for
the benefit of another tenant if Tenant can remonstrate (through third-party engineering or
consultant reports) that such installation will cause material interference with Tenant’s
communications equipment.



     Tenant shall pay Landlord the then prevailing market rate for roof top use of
telecommunications equipment, which is $100 per item per month as of this date.



     Tenant shall keep all Roof Improvements operational and in good condition and repair. Tenant
shall, at its expense, remove all Roof Improvements prior to expiration of the Term (as may be
extended) and shall make all necessary repairs to the Building upon such removal. Landlord may
require such removal and repair upon thirty (30) days notice to Tenant in the event of an Event of
Default which is not cured within said thirty (30) day period. If Tenant fails to remove any Roof
Improvements and make all necessary repairs as required herein, Landlord may do so at Tenant’s
expense. In such event, Landlord shall not be liable for any damage to any Roof Improvements, and
may retain, sell, or otherwise dispose of such items without obligation or liability to Tenant.



     Tenant shall indemnify and hold Landlord harmless from and against all claims, costs, and
liabilities of whatever kind or nature relating to the installation, existence, operation,
maintenance, repair, replacement and removal of any Roof Improvements.



 









 





EXHIBIT K




GUARANTY



     As a material inducement to Landlord to enter into the Lease, the undersigned
(“Guarantor”) hereby unconditionally and irrevocably guarantees the complete and timely
performance of each obligation of Tenant under the Lease and any extensions or renewals of and
amendments to the Lease. The amount of the Guaranty shall equal the accrued but unpaid obligations
of Tenant under Sections 4, 7, 9, 10(c), 16(a), 20 and 23(a) of the Lease, limited to an aggregate
guaranteed amount of $1.4 million. The Guaranty shall remain in effect until Tenant maintains a
tangible net worth of $10 million for two (2) consecutive quarterly reporting periods following the
initial twelve (12) months of occupancy. This Guaranty is an absolute, primary, continuing, and
general guaranty of payment and performance and is independent of Tenant’s obligations under the
Lease. Guarantor waives any right to require Landlord to (a) join Tenant with Guarantor in any
suit arising under this Guaranty, (b) proceed against or exhaust any security given to secure
Tenant’s obligations under the Lease, or (c) pursue or exhaust any other remedy in Landlord’s
power. Landlord may, without notice or demand and without affecting Guarantor’s liability
hereunder, from time to time, compromise, extend or otherwise modify any or all of the terms of the
Lease. Guarantor hereby waives all demands for performance, notices of performance, and notices of
acceptance of this Guaranty. The liability of Guarantor under this Guaranty will not be affected
by (1) the release or discharge of Tenant from, or impairment, limitation or modification of,
Tenant’s obligations under the Lease in any bankruptcy, receivership, or other debtor relief
proceeding, whether state or federal and whether voluntary or involuntary; (2) the rejection or
disaffirmance of the Lease in any such proceeding; or (3) the cessation from any cause whatsoever
of the liability of Tenant under the Lease. Guarantor shall pay to Landlord all costs incurred by
Landlord in enforcing this Guaranty (including, without limitation, reasonable attorneys’ fees and
expenses). Notwithstanding the foregoing, the maximum aggregate liability of Guarantor hereunder
is $1.4 million, and upon the payment by Guarantor of such amount to Landlord under this Guaranty,
the liability of Guarantor shall terminate and Guarantor shall have no further liability to
Landlord.



	 	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen T. Winn
 

Stephen T. Winn
	 	 






 









 






EXHIBIT L




JOE FOSTER COMPANY COMMISSION AGREEMENT



     This Standard Brokers Commission Agreement (this “Agreement”) is entered into effective as of
                    , 1999 between CB Parkway Business Center V, Ltd. (“Owner”) the Owner of International
Business Park (the “Project”) such project being further described on the legal description
attached hereto as Exhibit “B”, and Joe Foster Company (“Broker”) with reference to
Broker’s efforts in procuring prospective tenants for the Project.



     1. Payment of Commissions.



          a. Commission Structure. If Owner executes a lease for space in the Project with a
tenant registered by Broker as herein provided, then subject to the terms of this Agreement, Owner
shall pay a commission to Broker equal to four and one- half percent (4.5%) of the Base Rent
(hereafter defined) payable under such lease during its initial term, payable as follows: one-half
(1/2) upon execution of the lease and approval of the lease by the party holding the first lien
mortgage indebtedness against the Project and one-half (1/2) upon commencement of the term of the
lease, occupancy by tenant of the leased premises and upon commencement of payment of Base Rent
under the lease. Payments of commissions shall be made to Broker and delivered to the following:




5400 LBJ Freeway

Suite 900

Dallas, Texas 75240



The total commission derived by multiplying four and one-half percent (4.5%) by the Base Rent shall
be reduced by $420,000. $250,000 shall never be paid back to Broker, the remaining $170,000 shall
be paid back upon one of the following events to occur; (1) RealPage, Inc. renews the Lease or (2)
RealPage, Inc. expands beyond the original 98,223 rentable square feet. In the event of a renewal,
Broker shall be paid the entire $170,000. In the event of an expansion, the Broker shall earn the
$170,000 at a rate of $2.83 per square foot of the expansion area, payable beginning with an
aggregate expansion of at least 15,000 rentable square feet.




          b. Base Rent. For the purposes of this Agreement, “Base Rent” shall mean the
aggregate base rental provided for in the lease in question, but excluding the following:
Escalations in excess of the initial basic rental; amortization of or lump sum payment for special
leasehold improvements or improvements above $22.00 per rentable square foot; additional rentals or
expense billings for special tenant services; cancellation or penalty payments for termination
rights contained in the lease; late payment charges; utility charges, operating expense charges and
other sums designated as “additional rent” under the lease; percentage rentals; parking rentals;
rentals for transmitters, receivers, and other communication equipment; security deposits; rentals
for services or facilities made available to tenant at locations other than the premises covered by
the lease (except for storage areas); rentals credited to tenant by reason of a lease assumption
and rent abatements (for the purposes of this exclusion, there shall also be deducted in
determining Base Rent any amount






 









 







paid by landlord in respect of a lease assumption other than by way of credit against the
tenant’s obligation under the lease); and rentals payable upon continuation of a tenancy on a
month-to-month basis after expiration or termination of the lease term.




          c. Termination Rights. In determining the length of the initial term of any lease
hereunder, there shall be excluded any portion of the lease term as to which a tenant has a
cancellation right until such time as such right has lapsed or expired, unless such cancellation
right requires Tenant to pay Owner a cancellation fee which offsets unamortized commissions in
which case Owner shall pay all of the commission due as if there were no cancellation right.




          d. Broker Expenses. Broker shall be solely responsible for paying all expenses
incurred by it in performing its activities with regard to leasing space in the Project.




     2. Lease Conditions.



          a. Term. All leases with respect to which a commission is to be payable under this
agreement shall have a term of not less than three (3) nor more than ten (10) years.




          b. Form. All leases shall be on Owner’s standard form of lease with reasonable
modifications thereto.




     3. Registration Procedure.



          a. Initial Registration. Owner has received the letter of authorization from the
prospective Tenant which is attached hereto as Exhibit “C” and deems said prospective Tenant as
registered with Owner.




          b. Effectiveness of Registration. Registrations hereunder shall remain in effect only
so long as there is active and substantial progress towards consummating a lease as evidenced by
meetings and exchange of substantive correspondence between Owner and the prospective tenant. If a
period of forty-five (45) days elapses within which no meetings or lease negotiations occur, a
registration shall automatically terminate. Broker undertakes responsibility for the status of
negotiations and of registration hereunder, and agrees that Owner shall have no obligation to
inform Broker of the termination of any registration or of registration of a prospective tenant by
another broker.




          c. Duplicate Registrations. If for any reason whatsoever more than one registration
is alleged to be in effect for a particular prospective tenant, Owner shall nevertheless be
obligated to pay only a single commission in respect of a lease with that tenant, and Owner’s
obligation shall not exceed that payable if only one registration were in effect. Owner shall pay
the commission to the party who, in the judgment of Owner and tenant, had the greatest involvement
in the lease negotiations with that tenant.




 









 





     4. General Matters.



          a. Nature of Obligations. The obligations of Owner and Broker hereunder are
contractual obligations between them only, and Broker acknowledges and agrees that it has no
rights, liens, or claims of any nature against the Project or any other party having an interest in
or lien secured by the Project. Recourse against Owner hereunder shall be limited to proceeding
against Owners’ interest in the Project or the proceeds of disposition of the Project.




          b. Successors and Assigns. Broker may not assign its rights hereunder without the
express written consent of Owner. Should Owner sell the Project to a third party (a “Project
Buyer”), then Owner shall be relieved of any further obligations hereunder except for leases
that were executed before the sale of the Project, however, if the Project Buyer assumes in writing
Owner’s obligations hereunder for such leases, then Broker shall look solely to the Project Buyer
for satisfaction of such obligations and Owner shall be released therefrom. Should any party
holding a lien against the Project succeed to the ownership thereof by virtue of foreclosure or
conveyance in lieu of foreclosure, such party shall have no obligation or liability to Broker under
this Agreement, nor shall Owner. This Standard Brokers Commission Agreement shall be made part of
the Lease as an Exhibit.




          d. Payment from Other Sources. Broker represents that it will not contract for or
receive any payment from any space planner, interior decorator, contractor, or other party with
reference to any lease in the Project with a tenant for which Broker is acting unless the same is
disclosed in writing to Owner and the tenant. Any breach of the provisions of this Section 4.d.
shall relieve Owner of all obligations under this Agreement, and Broker shall repay to Owner all
commissions theretofore paid to Broker by Owner hereunder.




          e. Broker’s Representation. Broker represents that is duly licensed as a real estate
broker under the laws of the State of Texas. Broker is the prospective Tenants representative and
does not represent the Owner.




          f. Owner’s Interest. Broker shall look solely to Owner’s interest in the Project for
the recovery of any judgement against Owner for failure to perform under this Agreement, and Owner
(and its partners, shareholders and agents) shall not be personally liable for any such judgement
therefore.




          g. Confidentiality. Broker shall endeavor not to, at any time either during or
subsequent to the negotiations of a lease between Owner and a prospective tenant represented by
Broker, disclose to any person or entity (including any other prospective tenant or client of
Broker) any of the contents of the negotiations between Owner and such prospective tenant or, if a
lease is entered into between Owner and such prospective tenant, any terms of the lease. If Broker
or any of its employees, agents, or contractors willfully discloses any such information, then
Broker shall pay to Owner all commissions theretofore paid to Broker under the terms of this
Agreement for the lease in question, and all of Broker’s rights to future commissions hereunder
shall terminate with respect to such lease, including without limitation, those for commissions for
the tenant’s exercise of any expansion or renewal rights under the lease.




 









 





	 	 	 	 	 	 	 	 	 	 	 
	PROJECT: INTERNATIONAL BUSINESS PARK	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PROSPECTIVE TENANT: REALPAGE, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OWNER:	 	 	 	BROKER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CB Parkway Business Center V, Ltd.	 	 	 	Joe Foster Company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Erhart
	 	 	 	By:
	 	/s/ James J. Struble	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Barbara A. Erhart
	 	 	 	Name:
	 	James J. Struble	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	Sr. V.P.	 	 






 









 





EXHIBIT “A”




     This Exhibit “A” is attached to and made a part of, and supplements, the Standard Brokers
Commission Agreement (the “Agreement”) dated                     , 1999, between CB Parkway Business Center
V, Ltd. as Owner and Joe Foster Company as Broker.



     Section 1. Payment of Commissions on Renewals or Expansions. Additional commissions
shall be payable to Broker in connection with renewals of lease terms or leasing of additional
space (expansions) in accordance with the terms hereof. If an additional commission is earned as
herein provided the commission structure shall be as follows:



     a. Renewals. Broker shall be paid a then-current market commission for renewals of
existing tenants, payable when tenant accepts occupancy of the space covered by the renewal and
Owner receives the initial payment of Base Rent as to the renewal term;



     b. Expansions. Four and one-half percent (41/2%) of the aggregate Base Rent payable to
Owner in respect of the additional space leased, payable when tenant accepts the space in question
and Owner receives the initial payment of Base Rent with regard thereto.



     Section 2. Conditions Precedent to Payment of Additional Commissions. Broker shall
not be entitled to receive a commission as to renewals or expansions as herein provided unless
Broker is actively involved in representing the tenant in connection with negotiation of the
renewal or expansion in question; unless such renewal or expansion right is completely negotiated
(including term, rate, concessions, etc.), in which case Broker shall be entitled to a commission.
Tenant shall in good faith determine whether or not Broker is so involved, based upon attendance at
meetings and active substantial participation in negotiations. If a tenant directly negotiates a
renewal or expansion right or exercises an option provided for in its lease without involvement of
Broker, then no additional commissions shall be payable, unless such renewal or expansion right is
completely negotiated (including term, rate, concessions, etc.) in which case Broker shall be
entitled to a commission.



     Section 3. Limitation on Total Commission. Notwithstanding anything herein or in the
Agreement to the contrary, no commission shall be due as to the portion of any lease term that
exceeds twenty (20) years, including the initial primary term and any and all renewal terms.



	 	 	 	 	 
	 	INITIALED FOR IDENTIFICATION

 	 
	 	/s/
BAE
 	 
	 	OWNER 	 
	 	 	 
	 
	 	 	 
	 	
/s/JJS
 	 
	 	BROKER 	 
	 	 	 
	 




 









 





EXHIBIT B




LEGAL DESCRIPTION OF THE LAND


LEGAL DESCRIPTION



WHEREAS CB PARKWAY BUSINESS CENTER V, LTD. is the sole owner of all of the following described
9.672 acre tract of land situated in the D. Andrews Survey, Abstract No. 1455 in the City of
Carrollton, Denton County, Texas, said 9.672 acre tract being comprised of two tracts (0.006 acres
and 0.359 acres) out of the D. Andrews Survey, Abstract No. 1455 conveyed to CB PARKWAY BUSINESS
CENTER V, LTD. by deed recorded in Volume                      , Page                      of the Real Property Records of
Denton County, Texas and being 9.307 acres (all of Lot 1 of Block 1 of International Business Park
Subdivision to the City of Carrollton, Texas as recorded in Cabinet 0, Slide 352 of the Plat
Records of Denton County, Texas) out of the 9.554 acre tract of land conveyed to CB PARKWAY
BUSINESS CENTER V, LTD. by deed recorded in Volume 4142, Page 821 of the Real Property Records of
Denton County, Texas, and being more particularly described as follows:



BEGINNING at a set AX@ cut in concrete at the northeast corner of said Lot 1 of Block 1 of the
International Business Park Subdivision, said point being on the west right of way line of Midway
Road (110 foot wide right of way at this point);



THENCE South 1 degree 38 minutes 21 seconds West, along the west right of way line of Midway Road,
a distance of 254.04 feet to a 1/2-inch iron rod with yellow plastic cap stamped AHALFF ASSOC.,
INC.@ (Hereinafter referred to as Awith cap) set at an angle point in said Midway Road right of
way;



THENCE South 5 degrees 27 minutes 09 seconds West continuing along said west right of way line a
distance of 150.35 feet to a 59/64 — inch iron rod with cap set for corner;



THENCE South 1 degree 38 minutes 21 seconds West continuing along said west right of way line a
distance of 135.81 feet to a 59/64 -inch iron rod with cap set at the point of curvature of a
circular curve to the right having a radius of 80.00 feet and whose long chord bears South 49
degrees 02 minutes 22 seconds West a distance of 117.87 feet;



THENCE in a southwesterly direction along the west right of way of Midway Road and the north right
of way of International Parkway and along said curve to the right through a central angle of 94
degrees 54 minutes 02 seconds, an arc distance of 132.51 feet to a 1/2-inch iron rod with cap set
at the point of compound curvature of a circular curve to the right having a radius of 1215.00 feet
and whose long chord bears North 79 degrees 14 minutes 35 seconds West a distance of 178.72 feet;



THENCE westerly along the north right of way line of International Parkway (a 110 foot wide right
of way at this point) and along said curve through a central angle of 8 degrees 25 minutes 49
seconds, an arc distance of 178.88 feet to a 1/2-inch iron rod with cap set for corner;







 









 







THENCE North 72 degrees 57 minutes 46 seconds West, continuing along the north right of way line of
International Parkway (through a transition in right of way width to 100 feet wide), a distance of
162.38 feet to a 1/2-inch iron rod with cap set at the beginning of a non-tangent circular curve to
the right having a radius of 1220.00 feet and whose long chord bears North 65 degrees 07 minutes 30
seconds West a distance of 96.06 feet;



THENCE northwesterly, continuing along the north right of way line of International Parkway (with a
right of way width of 100 feet) and along said curve through a central angle of 4 degrees 30
minutes 45 seconds, an arc distance of 96.08 feet to a 59/64 -inch iron rod with cap set for the
point of tangency;



THENCE North 62 degrees 52 minutes 08 seconds West, continuing along the north right of way line of
International Parkway, a distance of 246.21 feet to a 59/64 -inch iron rod with cap set for the
point of curvature of a circular curve to the right having a radius of 1743.46 feet and whose long
chord bears North 58 degrees 35 minutes 54 seconds West a distance of 259.66 feet;



THENCE northwesterly, continuing along the north right of way line of International Parkway, and
along said curve through a central angle of 8 degrees 32 minutes 28 seconds, an arc distance of
259.90 feet to a 1/2-inch iron rod with cap set for the southwest corner of said Lot 1 of Block 1;



THENCE North 35 degrees 40 minutes 20 seconds East, departing said north right of way line of
International Parkway and along the west line of said Lot 1 of Block 1, a distance of 99.24 feet to
a 1/2- inch iron rod with cap set at an angle point in the west line of said Lot 1 of Block 1;
THENCE North 01 degrees 38 minutes 21 seconds East along the west line of said Lot 1 of Block I a
distance of 12.13 feet to a 1/2-inch iron rod with cap set for a corner;



THENCE North 88 degrees 21 minutes 39 seconds West departing from said Lot 1, Block 1 west line a
distance of 12.00 feet to a 1/2-inch iron rod with cap set for a corner;



THENCE North 01 degrees 38 minutes 21 seconds East a distance of 22.00 feet to a 1/2-inch iron rod
with cap set for a corner;



THENCE South 88 degrees 21 minutes 39 seconds East a distance of 12.00 feet to a 1/2-inch iron rod
with cap set on the west line of said Lot 1 of Block 1;



THENCE North 01 degrees 38 minutes 21 seconds East along the west line of said Lot 1 of Block 1 a
distance of 12.00 feet to a 1/2-inch iron rod with cap set at the most westerly northwest corner of
said Lot 1 of Block 1;



THENCE South 88 degrees 21 minutes 39 seconds East along the most westerly north line of said Lot I
of Block 1 a distance 32.00 feet to a 1/2-inch iron rod with cap set for a corner;



THENCE North 01 degrees 38 minutes 21 seconds East departing from said westerly north line of Lot 1
of Block 1 a distance of 32.00 feet to a 1/2-inch iron rod with cap set for a corner;







 









 







THENCE South 88 degrees 21 minutes 39 seconds East a distance of 341.15 feet to set AX@ cut for
corner;



THENCE North 01 degrees 38 minutes 21 seconds East a distance of 115.02 feet to a set AX@ cut for
corner



THENCE South 88 degrees 21 minutes 39 seconds East a distance of 32.00 feet to a set AX@ cut for
corner at the most northerly northwest corner of said Lot 1 of Block 1;



THENCE South 88 degrees 21 minutes 39 seconds East along the most easterly north line of said Lot 1
of Block 1 a distance of 505.07 feet to the POINT OF BEGINNING and containing 421,299 square feet
or 9.672 acres of land more or less.







 









 








EXHIBIT “C”



February 23, 1999




Mr. James J. Struble, SIOR and

Ms. Myra Maher-Martin

Joe Foster Company

5400 LBJ Fwy., Suite 900

Dallas, TX 75240



Dear Mr. Struble and Ms. Maher-Martin:



We are pleased to authorize Joe Foster Company to represent us as our exclusive agent in connection
with our search for suitable office space in the greater Dallas market area, including lease,
purchase and/or build-to-suit. This authorization includes representation of our company,
notwithstanding prior contact by any member of our firm with any landlords, owners or agents,
except for the property we are currently occupying at 2395 Midway Road, Building E, Carrollton, TX
75006.



We understand that even though Joe Foster Company will be representing us as our agent and not as
the agent of any prospective landlord, Joe Foster Company will arrange for the landlord to pay a
brokerage commission as a result of any lease, tenancy, purchase agreement, or combination thereof
into which we enter. We will support your efforts in this regard.



This agency is effective until a new lease, build-to-suit, or purchase is consummated unless
earlier terminated in writing by either party or until July 1, 1999, whichever comes first.*



We also acknowledge that you have advised us that before entering into any lease, build-to-suit, or
finalizing any purchase, we should have the abstract covering the real estate, which is the
subject, examined by an attorney of our own selection or should be furnished with or obtain a
policy of title insurance.



Please execute this letter agreement in the space provided below to indicate the intention of Joe
Foster Company to undertake this representation.




	 	 	 	 	 	 	 	 	 	 	 
	Sincerely,	 	 	 	AGREED TO ON THIS 23rd
DAY OF FEBRUARY, 1999	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Robert H. Dilworth
	 	 	 	By
	 	/s/ James J. Struble	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Robert H. Dilworth
	 	 	 	Name:
	 	James J. Struble, SIOR	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Myra Maher-Martin	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Myra Maher-Martin	 	 








 




			
	*	 	This agency is extended until December 31, 1999 or until all occupancy requirements of the new
lease are met, whichever comes later. Approved /s/ Signature Illegible




 









 











EXHIBIT M




SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT



     THIS AGREEMENT made this ___day of                     , 1999, between GUARANTY FEDERAL BANK, F.S.B., a
federal savings bank (hereinafter called “Lender’) and REALPAGE, INC., a Texas corporation
(hereinafter called “Tenant”) and CB PARKWAY BUSINESS CENTER V, LTD., a Texas limited partnership
(hereinafter called “Landlord”).



W I T N
E S S E T H  T H A T:




     WHEREAS, Lender is the owner and holder of a Deed of Trust, Mortgage and Security Agreement
(hereinafter called the “Security Instrument”), dated October 14, 1998, recorded in Clerk’s File
No. 98-R0093875 of the Real Property Records in Denton County, Texas, covering the real property
described in Exhibit A and the buildings and improvements thereon (hereinafter collectively
called the “Mortgaged Premises”) securing the payment of a promissory note in the stated principal
amount of $14,781,708, payable to the order of Lender;



     WHEREAS, Tenant is the tenant under Lease Agreement (hereinafter called the “Lease”) dated
                     , by and between Landlord and Tenant, covering certain property (hereinafter called
the “Demised Premises”) consisting of a part of the Mortgaged Premises; and



     WHEREAS, Tenant, Landlord and Lender desire to confirm their understanding with respect to the
Lease and the Security Instrument;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
Lender, Landlord and Tenant hereby agree and covenant as follows:



     1. Subordination. The Lease now is, and shall at all times and for all purposes continue to
be, subject and subordinate, in each and every respect, to the Security Instrument, with the
provisions of the Security Instrument controlling in all respects over the provisions of the Lease,
it being understood and agreed that the foregoing subordination shall apply to any and all
increases, renewals, modifications, extensions, substitutions, replacements and/or consolidations
of the Security Instrument, provided that any and all such increases, renewals, modifications,
extensions, substitutions, replacements and/or consolidations shall nevertheless be subject to the
terms of this Agreement.



     2. Non-Disturbance. So long as (i) Tenant is not in default (beyond any period given Tenant
to cure such default) in the payment of rent or additional rent or in the performance of any of the
other terms, covenants or conditions of the Lease on Tenant’s part to be performed, (ii) the Lease
is in full force and effect, and (iii) Tenant attorns to Lender or a purchaser of the Mortgaged
Premises as provided in Paragraph 3, then (a) Tenant’s possession, occupancy, use and quiet
enjoyment of the Demised Premises under the Lease, or any extensions or renewals thereof or
acquisition of additional space which may be effected in accordance with any option therefor in the



 









 




Lease, shall not be terminated, disturbed, diminished or interfered with by Lender in the
exercise of any of its rights under the Security Instrument, and (b) Lender will not join Tenant as
a party defendant in any action or proceeding for the purpose of terminating Tenant’s interest and
estate under the Lease because of any default under the Security Instrument.




     3. Attornment. if Lender shall become the owner of the Mortgaged Premises or the Mortgaged
Premises shall be sold by reason of non-judicial or judicial foreclosure or other proceedings
brought to enforce the Security Instrument or the Mortgaged Premises shall be conveyed by deed in
lieu of foreclosure, the Lease shall continue in full force and effect as a direct Lease between
Lender or other purchaser of the Mortgaged Premises, who shall succeed to the rights and duties of
Landlord, and Tenant. In such event, Tenant shall attorn to Lender or such purchaser, as the case
may be, upon any such occurrence and shall recognize Lender or such purchaser, as the case may be,
as the Landlord under the Lease. Such attornment shall be effective and self-operative without the
execution of any further instrument on the part of any of the parties hereto. Tenant agrees,
however, to execute and deliver at any time and from time to time, upon the request of Landlord or
of any holder(s) of any of the indebtedness or other obligations secured by the Security Instrument
or any such purchaser, any instrument or certificate which, in the sole reasonable judgment of the
requesting party, is necessary or appropriate, in connection with any such foreclosure or deed in
lieu of foreclosure or otherwise, to evidence such attornment, which instrument or certificate
shall be in form and content reasonably acceptable to Tenant. Tenant hereby waives the provisions
of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant
any right or election to terminate or otherwise adversely affect the Lease and the obligations of
Tenant thereunder as a result of any such foreclosure or deed in lieu of foreclosure.



     4. Obligations and Remedies. If Lender shall become the owner of the Mortgaged Premises or
the Mortgaged Premises shall be sold by reason of non judicial or judicial foreclosure or other
proceedings brought to enforce the Security Instrument or the Mortgaged Premises shall be conveyed
by deed in lieu of foreclosure, Lender or other purchaser of the Mortgaged Premises, as the case
may be, shall have the same remedies by entry, action or otherwise in the event of any default by
Tenant (beyond any period given Tenant to cure such default) in the payment of rent or additional
rent or in the performance of any of the other terms, covenants and conditions of the Lease on
Tenant’s part to be performed that Landlord had or would have had if Lender or such purchaser had
not succeeded to the interest of Landlord. Upon attornment by Tenant as provided herein, Lender or
such purchaser shall be bound to Tenant under all the terms, covenants and conditions of the Lease
and Tenant shall have the same remedies against Lender or such purchaser for the breach of an
agreement contained in the Lease that Tenant might have had under the Lease against Landlord if
Lender or such purchaser had not succeeded to the interest of Landlord; provided, however, that
Lender or such purchaser shall not be liable or bound to Tenant:




     (a) for any act or omission of any prior landlord (including Landlord); or




     (b) for any offsets or defenses which the Tenant might be entitled to assert against
Landlord; or



 









 






     (c) for or by any rent or additional rent which Tenant might have paid for more than
the current month to any prior landlord (including Landlord); or




     (d) by any amendment or modification of the Lease made without Lender’s consent that
(i) results in a reduction or rent or other sums due and payable pursuant to the Lease (ii)
modifies any operating covenant of Tenant in the Lease, (iii) reduces the term of the Lease,
(iv) terminates the Lease, (v) modifies the terms of the Lease regarding surrendering
possession of the Demised Premises, (vi) provides for payment of rent more than one month in
advance, (vii) modifies the permitted uses under the Lease or (viii) modifies the provisions
regarding Tenant’s obligation to comply with all laws (including environmental laws) or (ix)
materially increases Landlord’s obligations under the Lease; or




     (e) for any security deposit, rental deposit or similar deposit given by Tenant to a
prior landlord (including Landlord) unless such deposit is actually paid over to Lender or
such purchaser by the prior landlord; or




     (f) for any portion of the Construction Allowance (as such term is defined in the
Lease) previously disbursed to Landlord by Lender pursuant to the Construction Loan
Agreement executed by and between Landlord and Lender; or




     (g) for the construction of any improvements required of Landlord under the Lease in
the event Lender or such purchaser acquires title to the Mortgaged Premises prior to full
completion and acceptance by Tenant of improvements required under the Lease; provided,
however, such lack of liability on the part of Lender or such purchaser pursuant to this
subparagraph shall not affect Tenant’s rights of self-help and offset or termination
described in the Lease in the event of such failure to complete such improvements as long as
Tenant has provided all applicable notices and cure periods as required under the Lease and
this Agreement; or




     (h) for the payment of any leasing commissions or other expenses for which any prior
landlord (including Landlord) incurred the obligation to pay; or




     (i) by any provision of the Lease restricting use of other properties owned by Lender,
as landlord; or




     (j) by any notice given by Tenant to a prior landlord (including Landlord) unless a
copy thereof was also then given to Lender.



     The person or entity to whom Tenant attorns shall be liable to Tenant under the Lease only for
matters arising during such person’s or entity’s period of ownership.



     5. No Abridgment. Nothing herein contained is intended, nor shall it be construed, to abridge
or adversely affect any right or remedy of Landlord under the Lease in the event of any default by
Tenant (beyond any period given Tenant to cure such default) in the payment of rent or



 









 




additional rent or in the performance of any of the other terms, covenants or conditions of
the Lease on Tenant’s part to be performed.




     6. Notices of Default to Lender. Tenant agrees to give Lender a copy of any default notice
sent by Tenant under the Lease to Landlord.



     7. Representations by Tenant. Tenant represents and warrants to Lender that Tenant has
validly executed the Lease; the Lease is valid, binding and enforceable and is in full force and
effect in accordance with its terms; the Lease has not been amended except as stated herein; no
rent under the Lease has been paid more than thirty (30) days in advance of its due date; there are
no defaults existing under the Lease; and Tenant, as of this date, has no charge, lien,
counterclaim or claim of offset under the Lease, or otherwise, against the rents or other charges
due or to become due under the Lease.



     8. Rent Payment. If Lender shall become the owner of the Mortgaged Premises or the Mortgaged
Premises shall be sold by reason of non-judicial or judicial foreclosure or other proceedings
brought to enforce the Security Instrument or the Mortgaged Premises shall be conveyed by deed in
lieu of foreclosure, Tenant agrees to pay all rents directly to Lender or other purchaser of the
Mortgaged Premises, as the case may be, in accordance with the Lease immediately upon notice of
Lender or such purchaser, as the case may be, succeeding to Landlord’s interest under the Lease.
Tenant further agrees to pay all rents directly to Lender immediately upon notice that Lender is
exercising its rights to such rents under the Security Instrument or any other loan documents
(including but not limited to any Assignment of Leases and Rents) following a default by Landlord
or other applicable party. Tenant shall be under no obligation to ascertain whether a default by
Landlord has occurred under the Security Instrument or any other loan documents. Landlord waives
any right, claim or demand it may now or hereafter have against Tenant by reason of such direct
payment to Lender and agrees that such direct payment to Lender shall discharge all obligations of
Tenant to make such payment to Landlord.



     9. Notice of Security Instrument. To the extent that the Lease shall entitle Tenant to notice
of any deed of trust or security agreement, this Agreement shall constitute such notice to the
Tenant with respect to the Security Instrument and to any and all other deeds of trust and security
agreements which may hereafter be subject to the terms of this Agreement.



     10. Landlord Defaults. Tenant agrees with Lender that effective as of the date of this
Agreement: (i) Tenant shall not take any steps to terminate the Lease for any default by Landlord
or any succeeding owner of the Mortgaged Premises until after giving Lender written notice of such
default, stating the nature of the default and giving Lender thirty (30) days from receipt of such
notice to effect cure of the same, or if cure cannot be effected within said thirty (30) days due
to the nature of the default, Lender shall have a reasonable time to cure provided that it
commences cure within said thirty (30) day period of time and diligently carries such cure to
completion; and (ii) notice to Landlord under the Lease (oral or written) shall not constitute
notice to Lender.



     11. Liability of Lender. If Lender shall become the owner of the Mortgaged Premises or the
Mortgaged Premises shall be sold by reason of foreclosure or other proceedings brought to



 









 




enforce the Security Instrument or the Mortgaged Premises shall be conveyed by deed in lieu of
foreclosure, Tenant agrees that, notwithstanding anything to the contrary contained in the Lease,
after such foreclosure sale or conveyance by deed in lieu of foreclosure, Lender shall have no
personal liability to Tenant under the Lease and Tenant shall look solely to the estate and
property of Landlord in the Mortgaged Premises, to the net proceeds of sale thereof or the rentals
received therefrom, for the satisfaction of Tenant’s remedies for the collection of a judgment or
other judicial process requiring the payment of money by Landlord in the event of any default or
breach by Landlord with respect to any of the terms, covenants, and conditions of the Lease to be
observed or performed by Landlord and any other obligation of Landlord created by or under the
Lease, and no other property or assets of Lender shall be subject to levy, execution or other
enforcement procedures for the satisfaction of Tenant’s remedies. Further, in the event of any
transfer by Lender of Landlord’s interest in the Lease, Lender (and in the case of any subsequent
transfers or conveyances, the then assignor), including each of its partners, officers,
beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be automatically
freed and released, from and after the date of such transfer or conveyance, of all liability for
the performance of any covenants and agreements which accrue subsequent to the date of such
transfer of Landlord’s interest.




     12. Notice. Any notice or communication required or permitted hereunder shall be given in
writing, sent by (a) personal delivery, or (b) expedited delivery service with proof of delivery,
or (c) United States mail, postage prepaid, registered or certified mail, or (d) telegram or telex,
addressed as follows:




			
	     To Lender:	 	Guaranty Federal Bank, F.S.B.

8333 Douglas Avenue

Dallas, Texas 75225

Attention: Commercial Real Estate






			
	     To Tenant:	 	RealPage, Inc.

4000 International Parkway, Suite 1000

Carrollton, Texas 75006

Attention: Steve Winn




or to such other address or to the attention of such other person as hereafter shall be designated
in writing by the applicable party sent in accordance herewith. Any such notice or communication
shall be deemed to have been given and received either at the time of personal delivery or, in the
case of delivery service or mail, as of the date of first attempted delivery at the address and in
the manner provided herein, or in the case of telegram or telex, upon receipt.




     13. No Amendment, Assignment or Subletting of Lease. Lender and Tenant agree that Tenant’s
interest in and obligations under the Lease shall not be altered or modified without the prior
written consent of Lender. Lender and Tenant also agree that Tenant shall neither assign the Lease
or allow it to be assigned in any manner nor sublet the Demised Premises or any part thereof
without the prior written consent of Lender in any situation where Landlord’s consent to any such
action is required under the Lease.



 









 





     14. No Amendment or Termination of Lease. Lender and Tenant agree that Tenant’s interest in
and obligations under the Lease shall not be altered or modified without the prior written consent
of Lender, nor shall Landlord and Tenant enter into a consensual termination of the Lease without
the prior written consent of Lender.



     15. Modification. This Agreement may not be modified orally or in any manner other than by an
agreement in writing signed by the parties hereto or their respective successors in interest.



     16. Successor Lender. The term “Lender” as used throughout this Agreement includes any
successor or assign of Lender, any affiliate of Lender acquiring the Mortgaged Property at
foreclosure or by deed-in-lieu of foreclosure, and any holder(s) of any interest in the
indebtedness secured by the Security Instrument.



     17. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the parties hereto, their successors and assigns, and any purchaser or purchasers at foreclosure of
the Mortgaged Premises, and their respective successors and assigns.



     18. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and
several paragraphs hereof



     19. Gender and Number. Within this Agreement, words of any gender shall be held and construed
to include any other gender, and words in the singular number shall be held and construed to
include the plural and words in the plural number shall be held and construed to include the
singular, unless the context otherwise requires.



     20. Applicable Law. This Agreement and the rights and duties of the parties hereunder shall
be governed by all purposes by the law of the state where the Mortgaged Premises is located and the
law of the United States applicable to transactions within such state.



     21. Counterparts. This Agreement may be executed in multiple counterparts and by the
different parties hereto in separate counterparts, each of which shall for all purposes be deemed
to be an original and all of which together shall constitute but one and the same instrument, with
the same effect as if all parties to this Agreement had signed the same signature page.



 









 





     IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed
as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTY FEDERAL BANK, F.S.B., a federal
savings bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 	 	REALPAGE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 	 	CB PARKWAY BUSINESS CENTER V, LTD. By:
15BCO, Inc., its sole General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Barbara A. Erhart	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 





	 	 	 	 	 	 	 
	THE STATE OF TEXAS

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF DALLAS

	 	 	)	 	 	 






     This instrument was acknowledged before me on                     , 199___, by                      of GUARANTY
FEDERAL BANK, F.S.B., a federal savings bank, on behalf of said federal savings bank



	 	 	 	 	 
	 

	 	 

Notary Public, State of Texas
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	printed name	 	 






My Commission Expires:




                                                            






 









 










	 	 	 	 	 	 	 
	THE STATE OF                     

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF                     

	 	 	)	 	 	 






     This instrument was acknowledged before me on                     , 199___, by                     , of
REALPAGE, INC., a Texas corporation, on behalf of said corporation.



	 	 	 	 	 
	 

	 	 

Notary Public, State of                     
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	printed name	 	 





My Commission Expires:



                                                            






 









 









	 	 	 	 	 	 	 
	THE STATE OF TEXAS

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF DALLAS

	 	 	)	 	 	 






     This instrument was acknowledged before me on                     , 199___, by Barbara A. Erhart, Vice
President of 15BCO, Inc., a Texas corporation, in its capacity as General Partner of CB PARKWAY
BUSINESS CENTER V, LTD., a Texas limited partnership, on behalf of said limited partnership.



	 	 	 	 	 
	 

	 	 

Notary Public, State of                     
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	printed name	 	 





My Commission Expires:



                                                            






 









 








CONSENT OF GUARANTOR




     Stephen T. Winn, as the Guarantor of Tenant’s obligations under the Lease, joins in the
execution hereof to evidence his consent to the provisions above and his agreement that, so long as
Tenant shall be required to attorn to Lender or any other party pursuant to the provisions above,
the Guaranty of the Lease shall survive and continue in favor of the party to whom Tenant must
attorn.



	 	 	 	 	 
	 

	 	 

Steven T. Winn, Guarantor
	 	 






	 	 	 	 	 	 	 
	THE STATE OF                     

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	COUNTY OF                     

	 	 	)	 	 	 






     This instrument was acknowledged before me on                     , 199___, by STEPHEN T. WINN, who,
being by me first duly sworn, declared that he is the person who signed the foregoing document and
the statements therein contained are true.



	 	 	 	 	 
	 

	 	 

Notary Public, State of                     
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	printed name	 	 





My Commission Expires: