exh10_3.htm


    Exhibit
10.3

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    LEASE
AGREEMENT

    


    between

    


    


    


    LAKEPOINTE
ASSETS LLC

    


    as
Lessor

    


    and

    


    FLUOR
ENTERPRISES INC.,

    


    d/b/a
Fluor Signature Services

    


    as
Lessee

    


    Dated as
of

    


    June 28,
2001

    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              TABLE
      OF CONTENTS

            
	 
      
	
              1.

            	
              Demise;
      Title; Condition; True Lease

            	 
      
	
              2.

            	
              Term

            	 
      
	
              3.

            	
              Rent

            	 
      
	
              4.

            	
              Use

            	 
      
	
              5.

            	
              Net
      Lease; No Termination

            	 
      
	
              6.

            	
              Taxes
      and Impositions; Law and Agreements; Space Leases

            	 
      
	
              7.

            	
              Liens;
      Subordination

            	 
      
	
              8.

            	
              Indemnification;
      Fees and Expenses

            	 
      
	
              9.

            	
              Environmental
      Matters

            	 
      
	
              10.

            	
              Maintenance
      and Repair; Additions

            	 
      
	
              11.

            	
              Trade
      Fixtures

            	 
      
	
              12.

            	
              Condemnation
      and Casualty

            	 
      
	
              13.

            	
              Insurance

            	 
      
	
              14.

            	
              Financial
      Services; Certificates

            	 
      
	
              15.

            	
              Purchase
      Procedure

            	 
      
	
              16.

            	
              Quiet
      Enjoyment

            	 
      
	
              17.

            	
              Survival

            	 
      
	
              18.

            	
              Subletting;
      Assignment

            	 
      
	
              19.

            	
              Advances
      by Lessor

            	 
      
	
              20.

            	
              Conditional
      Limitations – Events of Default and Remedies

            	 
      
	
              21.

            	
              Granting
      of Easements, Etc.

            	 
      
	
              22.

            	
              Restriction
      of Lessor Transfers; Release

            	 
      
	
              23.

            	
              Telecommunication
      Equipment

            	 
      
	
              24.

            	
              Notices

            	 
      
	
              25.

            	
              Estoppel
      Certificates

            	 
      
	
              26.

            	
              No
      Merger

            	 
      
	
              27.

            	
              Surrender

            	 
      
	
              28.

            	
              Separability

            	 
      
	
              29.

            	
              Signs;
      Showing

            	 
      
	
              30.

            	
              Waiver
      of Trial by Jury

            	 
      
	
              31.

            	
              Recording

            	 
      
	
              32.

            	
              Miscellaneous

            	 
      
	
              33.

            	
              Right
      of First Offer

            	 
      
	
              34.

            	
              Building
      Name and Sinage

            	 
      
	
              35.

            	
              Disclosure
      of Information

            	 
      
	
              36.

            	
              Limitation
      on Damages

            	 
      


    

    


    
      	
              APPENDIX
      I Definitions

            
	 
      
	
              SCHEDULE
      A

            	
              Description
      of Leased Property

            	 
      
	
              SCHEDULE
      A-1

            	
              Site
      Plan

            	 
      
	
              SCHEDULE
      B

            	
              Lease
      Data

            	 
      
	
              SCHEDULE
      B-1

            	
              Basic
      Rent

            	 
      
	
              SCHEDULE
      C

            	
              Certain
      Definitions

            	 
      
	
              SCHEDULE
      C-1

            	
              Termination
      Value Table

            	 
      
	
              SCHEDULE
      D

            	
              Permitted
      Encumbrances

            	 
      
	
              SCHEDULE
      E

            	
              Subordination,
      Non-Disturbance and Attornment Agreement

            	 
      
	
              SCHEDULE
      F

            	
              Estoppel
      Certificate

            	 
      
	
              SCHEDULE
      G

            	
              Market
      Rent

            	 
      
	
              SCHEDULE
      H

            	
              Trade
      Fixtures

            	 
      
	
              SCHEDULE
      I

            	
              Conditions
      of Non-Disturbance for Sublessees

            	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    THIS LEASE, dated as of June 28, 2001
(as amended from time to time this "LEASE"), between Lakepointe Assets LLC, a
Delaware limited liabilitycompany ("LESSOR"), as Lessor, having an office at
5847 San Felipe Drive, Suite 2600, Houston, Texas 77057, and Fluor Enterprises
Inc., a California corporation d/b/a Fluor Signature Services (herein, together
with any entity succeeding thereto by consolidation, merger or acquisition of
its assets substantially as an entirety, called "LESSEE"), having an address at
One Enterprise Drive, Aliso Viejo, California 92656, both parties intending to
be legally bound.

    


    Capitalized
terms not otherwise defined when they first appear are defined in Appendix
I.

    


    1.            
Demise; Title; Condition; True Lease. Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, subject to the terms hereof, all of Lessor's right,
title and interest in (i) the parcel of land (the "LAND"), all as more
particularly described in Schedule A hereto, (ii) all buildings, facilities,
structures, additions, extensions and other improvements now or hereafter
existing on the Land and fixtures appurtenant thereto and any and all
replacements and restorations thereof, which improvements at the date hereof are
comprised of (a) the "Shared Services Building" combined with a separate
maintenance building and separate cooling tower, (b) "Building A" which is
subject to the Aetna Lease hereinafter mentioned and which is linked, for
purposes of this Lease, with a separate parking structure, (c) "Building B",
which includes certain components of the central plant for all of the buildings
described in this paragraph, including chilled and hot water and water for the
sprinkler system, (d) "Building C" which is leased in part pursuant to the MCI
Lease hereinafter referred to, and (e) "Building D", all as more particularly
shown on the site plan attached hereto as Schedule A-1 (collectively, the
"IMPROVEMENTS") and (iii) all easements, rights and appurtenances thereto (all
of Lessor's right, title and interest in and to the Land, Improvements and all
such easements, rights and appurtenances collectively called the "LEASED
PROPERTY" subject to the qualification set forth later in this paragraph). A
portion of the Leased Property is subject to the Lease Agreement dated as of the
date hereof between Lessor and Lakepointe Assets WCOM LLC (the "WCOM LEASE") and
the Lease Agreement effective November 14, 1994 between Fluor Daniel, Inc.
(predecessor in interest of Lakepointe Assets WCOM LLC) as landlord and MCI
Telecommunications Corporation (now known as MCI WORLDCOM Network Services,
Inc.; together with MCI WorldCom Communications, Inc., hereinafter "MCI") as
tenant (the "MCI LEASE") and to the Lease Agreement dated as of the date hereof
between Lessor and Lakepointe Assets AET LLC (the "AET LEASE") and the Lease
Agreement effective October 22, 1993, as amended by First Amendment to Lease
Agreement dated as of January 6, 1994 and Second Amendment to Lease Agreement
dated as of January 1, 1995, each between Fluor Daniel, Inc. (predecessor in
interest of Lakepointe Assets AET LLC), as landlord, and The Prudential
Insurance Company of America (predecessor in interest of Prudential Health Care
Plan, Inc.) as tenant (the "AETNA LEASE"; the MCI Lease and the Aetna Lease are
collectively called the "EXISTING LEASES"). Lessor does not grant possession of
the space subject to each Existing Lease (the "EXISTING LEASED SPACE") to Lessee
until the applicable expiration or termination of the primary term of the
applicable Existing Lease related to such Existing Leased Space, nor does Lessee
assume responsibility hereunder for such space (other than capital repairs and
replacements, including roof, structure and Building Systems) until such
expiration or termination; until such expiration or termination, in whole or in
part, each Existing Leased Space shall not be deemed part of

    
      the
Leased Property. Upon the expiration or termination of the primary term of the
Existing Lease with respect to any of the Existing Leased Space (whether or not
the term of either Existing Lease is extended beyond the applicable Duration
Limit, as hereinafter defined), the applicable Existing Leased Space shall
automatically become subject to this Lease and all the terms of this Lease shall
apply to such Existing Leased Space, without any increase in Basic
Rent.

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    The Leased Property is leased in its
present condition without representation or warranty by Lessor. Lessee has
examined the Leased Property and Lessor's title thereto, and has found the same
to be satisfactory. Lessee shall, on behalf of Lessor, forever warrant and
defend Lessor's title to the Leased Property against any and all claims
whatsoever, subject to the Permitted Encumbrances and any Liens or other
encumbrances created by Lessor or its successors or assigns, or any Affiliate of
Lessor (collectively, the "Lessor Liens"). The foregoing warranty of title shall
survive the foreclosure of the Mortgage and shall inure to the benefit of and be
enforceable by the Lessor's Mortgagee if the Lessor's Mortgagee acquires title
to the Leased Property. Under no circumstances shall any third party, including
any title insurer, be a beneficiary of the representation and warranty made in
this paragraph.

    


    LESSOR
LEASES THE LEASED PROPERTY TO THE LESSEE, AND THE LESSEE ACCEPTS THE LEASED
PROPERTY "AS IS", AND LESSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE LEASED PROPERTY OR THE LOCATION, USE, DESCRIPTION,
DESIGN, MERCHANTABILITY, FITNESS FOR USE FOR A PARTICULAR PURPOSE, CONDITION OR
DURABILITY THEREOF, OR AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN OR
ENVIRONMENTAL CONDITION THEREOF; AND ALL RISKS INCIDENTAL TO THE LEASED PROPERTY
SHALL BE BORNE BY LESSEE. LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY
WITH RESPECT TO ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE LEASED PROPERTY OR
ANY PORTION THEREOF, WHETHER PATENT OR LATENT AND LESSOR SHALL NOT HAVE ANY
RESPONSIBILITY OR LIABILITY FOR ANY DIRECT OR INDIRECT DAMAGE TO PERSONS OR
PROPERTY RESULTING THEREFROM OR FOR LESSEE'S LOSS OF USE OF THE LEASED PROPERTY
OR ANY PORTION THEREOF OR ANY INTERRUPTION IN LESSEE'S BUSINESS CAUSED BY
LESSEE'S INABILITY TO USE THE LEASED PROPERTY OR ANY PORTION THEREOF FOR ANY
REASON WHATSOEVER. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE
INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LESSOR OF, AND LESSOR DOES
HEREBY DISCLAIM, AND LESSEE DOES HEREBY WAIVE, ANY AND ALL WARRANTIES BY LESSOR,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY OR ANY PORTION THEREOF,
WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR
HEREAFTER IN EFFECT OR OTHERWISE.

    


    2.             Term.

    


    (a)         Subject
to the provisions hereof, Lessee shall have and hold the Leased Property for a
term (the "BASIC TERM") which shall begin on the commencement date specified in
Item 4 of Schedule B (the "COMMENCEMENT DATE") and end at midnight on the basic
term expiration date set forth in Item 5 of Schedule B (the "BASIC TERM
EXPIRATION DATE") unless sooner terminated or extended as hereinafter expressly
provided.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (b)         So
long as no Event of Default exists on the last day of the Basic Term or any
Renewal Term, Lessee may elect to extend and renew the Term for an aggregate of
4 additional terms of 5 years each (each a "RENEWAL TERM", and collectively the
"RENEWAL TERMS"). If Lessee does not renew this Lease as to any portion of the
Leased Property at the specified time, there shall be no right to renew this
Lease as to that portion of the Leased Property thereafter. Each such election
shall be exercised by Lessee not less than  18 months
before the expiration of the then current Term, by written notice to Lessor. The
election shall specify whether the renewal relates to the entire Leased
Property, to the Shared Services Building plus two or three of Buildings A, B, C
and/or D as described in Article I, or to the Shared Services Building plus one
other of Buildings A, B, C or D (there being no other permissible renewal
combinations), it being understood that the maintenance building is inseparable
from the Shared Services Building and that the parking structure is inseparable
from Building A. Upon such election by Lessee the fair market rent with respect
to such renewal shall be determined in accordance with Schedule G of this Lease.
Either party, upon request of the other, shall execute and acknowledge, in form
suitable for recording and reasonably acceptable to both parties, an instrument
confirming any such extension. If this Lease is renewed with respect to less
than the entire Leased Property, Lessor and Lessee shall promptly negotiate in
good faith the terms of reciprocal easement agreements relating to matters such
as ingress, egress, parking, common areas, shared services, separate metering of
utilities at Lessee's sole expense, use of the Shared Services Building
amenities, cost sharing arrangements (it being understood that operating
expenses and common area maintenance charges associated with the Shared Services
Building will not be allocated to property with respect to which the Lease is
not renewed), real estate taxes (if the portion of the Leased Property as to
which this Lease is renewed does not constitute a separate tax parcel) and
similar matters so that each building originally forming a part of the Leased
Property will be a functional economic unit; it being understood that subsequent
tenants of portions of the Leased Property as to which this Lease is not renewed
shall be responsible for paying their proportionate share of operating expenses
and common area maintenance charges (based on square footage) associated with
the Shared Services Building and the central plant facilities in Building B to
the extent that services benefiting such portions of the Leased Property (e.g.,
HVAC services) are provided to such portions of the Leased Property from the
Shared Services Building.

    

    


    3.             Rent.

    


    (a)         During
the Term, Lessee shall pay the rent provided in Item 6 of Schedule B ("BASIC
RENT") to Lessor (or to such other party as Lessor may from time to time specify
in writing at least ten Business Days before payment is due) by bank wire
transfer of immediately available federal funds before 11:00 A.M., Eastern Time,
at such place, within the continental United States, as Lessor may from time to
time designate to Lessee in writing at least ten Business Days before payment is
due. Basic Rent shall be payable by Lessee in installments in the amounts set
forth in Item 6 of Schedule B and (except for the first payment of Basic Rent
which shall be due and payable on the date of commencement of the Basic Term)
shall be due and payable on the dates specified in Item 6 of Schedule B
("INSTALLMENT PAYMENT DATES") and shall constitute Basic Rent for the periods
specified in said Item 6. If any Installment Payment Date falls on a day which
is not a Business Day, Basic Rent shall be due and payable on the immediately
prior Business Day.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (b)         All
amounts which Lessee is required to pay or discharge pursuant to this Lease in
addition to Basic Rent (including, without limitation, (i) amounts payable as
the purchase price for the Leased Property in connection with a purchase of the
Leased Property by Lessee as provided herein, (ii) any amounts payable as
liquidated damages hereunder, and (iii) amounts representing
reasonable costs, expenses, liabilities and obligations due to or incurred by or
on behalf of Lessor as a result of or in connection with the enforcement of
anyremedy or the exercise of any right by or on behalf of Lessor), and all
amounts representing all other obligations of Lessee hereunder which could be
discharged by Lessee with the payment of money (including, by way of example,
pursuant to a contract for performance of such obligation with a third party) as
reasonably determined by or on behalf of Lessor, and after any applicable notice
and/or cure periods whether or not Lessor or any other person has incurred any
expense in connection therewith in the exercise of any right by or on behalf of
Lessor, together with every penalty, overdue interest and cost which may be
added pursuant to the other provisions of this Lease for nonpayment or late
payment of any of the foregoing, shall constitute additional rent hereunder
("ADDITIONAL RENT"). If Lessee fails to perform any obligation hereunder within
the time required hereunder which could be discharged by Lessee by the payment
of money (including, by way of example, pursuant to a contract for performance
of such obligation with a third party) as reasonably determined by or on behalf
of Lessor, and after any applicable notice and/or cure periods then, whether or
not Lessor or any other person has incurred any expense in connection therewith
in the exercise of any right by or on behalf of Lessee, immediately upon demand
by Lessor, Lessee shall owe, as Additional Rent hereunder, the amount required
to discharge such obligation as reasonably determined by or on behalf of Lessor,
which amount shall be immediately due and payable. Lessee shall, unless
otherwise requested by Lessor, pay Additional Rent directly to the Person
entitled thereto. Lessee also covenants to pay to Lessor on demand as Additional
Rent, interest at a rate (the "OVERDUE RATE"), calculated on the basis of a
360-day year of twelve equal months, equal to 200 basis points over the then
current rate of interest on the Note (or, if there is no Note, then equal to 200
basis points over the prime lending rate of major United States money center
banks), but in no event greater than the maximum rate permitted by applicable
Legal Requirements, on (i) all overdue installments of Basic Rent from the due
date thereof until paid in full, (ii) all overdue amounts of Additional Rent,
arising out of obligations which Lessor shall have paid on behalf of Lessee
pursuant hereto from the date of such payment by Lessor until paid in full, and
(iii) each other sum required to be paid by Lessee hereunder which is overdue,
from the date such sum was due until the date received by the Person entitled
thereto. Lessee also covenants to pay to Lessor on demand as Additional Rent, a
late fee equal to five percent (5%) of any Basic Rent or Additional Rent which
has not been paid within 10 days after the same is due, but in no event to
exceed the maximum late charge permitted by applicable Legal Requirements. In no
event shall the total of interest at the Overdue Rate and such late fee together
exceed the maximum amount permitted by applicable Legal Requirements. If any
Basic Rent or Additional Rent is collected by or through an attorney, Lessee
agrees to pay as Additional Rent all reasonable costs of collection, including,
but not limited to reasonable attorney's fees and to reimburse Lessor for any
reasonable costs of collection.

    

    


    4.            
Use.    Lessee may use the Leased Property for general office use
and any other legally permitted uses compatible with uses then being permitted
in comparable office development projects in the greater Houston, Texas
metropolitan area (including all uses made by existing tenants as of the date of
delivery hereof in comparable space in the Leased Property). Any other use will
be subject to the approval of Lessor, such approval shall not be unreasonably
withheld, delayed or conditioned, provided that such other use (i) is consistent
with the business uses of other comparable office development projects located
in the greater Houston, Texas metropolitan area, (ii) does not result in, or
increase likelihood 

      of, a
decline in the value of the Leased Property or increase the risk of loss to
Lessor (such as by an increase in the potential exposure to hazardous waste
issues), (iii) is not contrary to any Legal Requirements, (iv) does not violate
any Permitted Encumbrances, and (v) does not make it impossible for Lessee to
obtain the insurance required to be maintained by Lessee hereunder. Lessee shall
not fail to continuously use and operate the Leased Property for the use
permitted hereunder if the Leased Property relies at any time upon so-called
"grandfathering" under applicable zoning or similar land use laws and such
failure is reasonably likely to jeopardize the right to use the Leased Property
in the future for the use permitted hereunder or the right to Restore the
Improvements to their then-current condition after a Casualty.

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.             Net
Lease; No Termination.

    


    (a)         Lessee
expressly acknowledges that this Lease is an absolutely "bondable net lease" and
Lessee must pay all Basic Rent and Additional Rent, without counterclaim,
set-off, deduction, or defense, and without abatement, suspension, deferment,
diminution or reduction, free from any charges, assessments, impositions,
expenses or deductions of any and every kind or nature whatsoever. All costs,
expenses and obligations of every kind and nature whatsoever relating to the
Leased Property and the appurtenances thereto and the use and occupancy thereof
by Lessee or anyone claiming by, through or under Lessee as Lessee hereunder
which may arise or become due during or with respect to the Term shall be paid
by Lessee. Lessee assumes the sole responsibility for the condition, use,
operation, maintenance and management of the Leased Property and Lessor shall
have no responsibility in respect thereof and shall have no liability for damage
to the property of Lessee or any sublessee of Lessee or anyone claiming by,
through or under Lessee for any reason whatsoever, unless such damage is caused
by the negligence or willful misconduct of Lessor or Lessor's agents,
contractors, invitees or employees, provided, that such negligence or willful
misconduct shall not entitle Lessee to abate, suspend, defer, diminish or reduce
the payment of Basic Rent and Additional Rent. Lessee agrees that all Basic Rent
will be payable without notice or demand, and that (except as otherwise
expressly provided herein) all Additional Rent shall be paid without notice or
demand.

    


    (b)        Without
limiting the generality of the foregoing, during the Term of this Lease, Lessee
shall perform all of the obligations of the sublessor under any subleases
affecting all or any part of the Leased Property which Lessee may hereinafter
enter into as sublessor to the extent that Lessee's failure to perform such
obligations is reasonably likely to result in either an Event of Default under
this Lease or a material adverse effect on the Leased Property. Lessee shall not
be deemed to be the sublessor of the Existing Leases as to the Existing Leased
Space, but shall be the sublessor of any additional space hereafter covered by
an Existing Lease and shall be the sublessor of Existing Leased Space after the
applicable Duration Limit described in the next sentence without any increase in
the Basic Rent payable under this Lease. In addition, if the MCI Lease is
extended beyond February 28, 2005 (which date is herein referred to as the "MCI
DURATION LIMIT") and/or the Aetna Lease is extended beyond March 31, 2004 (which
date is herein referred to as the "AETNA DURATION LIMIT"), Lessor will cause the
landlord under such Existing Lease to assign the landlord's interest thereunder
to Lessee. Lessee shall thereupon have all the benefits and burdens
of landlord under such Existing Lease(s). Lessee will use commercially
reasonable efforts (which shall not require the commencement of legal
proceedings or the payment of consideration)
to cause such Existing Lease(s) to be subordinated to this Lease. Except for
expenses relating to capital investment, structural repairs and environmental
compliance, Lessee, in its capacity as Lessee hereunder, shall not be obligated
to pay rent or other amounts due under the Existing Leases. Lessee acknowledges
and agrees that its obligations hereunder, including, without limitation, its
obligations to pay Basic Rent and Additional Rent, are unconditional and
irrevocable under any and all circumstances and are not subject to cancellation,
modification or repudiation by Lessee. Except as expressly provided in paragraph
(h) of Article 9, paragraph (c) of Article 12 and Article 20, this Lease shall
not terminate. Except as expressly provided in paragraph (c) of Article 12,
Lessee has no right to terminate or cancel this Lease, and Lessee shall perform
all obligations hereunder, including the payment of all Basic Rent and
Additional Rent, without counterclaim, set-off, deduction, defense or
recoupment, and without abatement, suspension, deferment, diminution or
reduction for any reason, including, without limitation, any past, present or
future claims which Lessee may have against the Lessor, Lessor's Mortgagee,
their respective successors and assigns or any other Person for any reason
whatsoever; any defect in the Leased Property or any portion thereof, or in the
title, condition, design, construction, durability or fitness for a particular
use thereof; any Casualty to all or part of the Leased Property; any
restriction, deprivation (including eviction) or prevention of, or any
interference with or interruption of, any use or occupancy of the Leased
Property (whether due to any defect in or failure of Lessor's title to the
Leased Property, any Lien or otherwise); any Taking of the use, occupancy or
title to the Leased Property; any action, omission or breach on the part of
Lessor under this Lease or under any other agreement between Lessor and Lessee,
or any other indebtedness or liability, howsoever and whenever arising, of
Lessor, any assignee of Lessor, or Lessee to any other Person, or by reason of
insolvency, bankruptcy or similar proceedings by or against Lessor, or any
assignee of Lessor, or Lessee; the inadequacy or inaccuracy of the description
of the Leased Property or the failure to demise and let to Lessee the property
intended to be leased hereby; Lessee's acquisition of ownership of the Leased
Property (as to any obligation arising before or incident to such acquisition
and any obligation intended to survive such acquisition including, without
limitation, the payment of the full purchase price in strict accordance with the
terms hereof); any sale or other disposition of the Leased Property; the
impossibility or illegality of performance by Lessor or Lessee or both; the
failure of Lessor to deliver possession of the Leased Property or the Existing
Leased Property; any action of any Governmental Authority; or any other cause,
whether similar or dissimilar to the foregoing, any present or future Legal
Requirements notwithstanding. The parties hereto intend that all Basic Rent and
Additional Rent payable by Lessee hereunder shall continue to be payable in all
events and in the manner and at the times herein provided, unless the obligation
to pay the same shall be terminated pursuant to the express provisions of this
Lease.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                   
(c)         Lessee will remain
obligated under this Lease in accordance with its terms, and will not take any
action to terminate, rescind or avoid this Lease for any reason, 
notwithstanding any bankruptcy, insolvency, reorganization, liquidation,
dissolution or other proceeding affecting Lessor, or any assignee of Lessor, or
any action with respect to this Lease which may be taken by any receiver,
trustee or liquidator, or any assignee of Lessor or by any court in any such
proceeding. Lessee waives all rights at any time conferred by statute, to the
extent that such rights are waivable, or otherwise to quit, terminate or
surrender this Lease or the Leased Property
or to any abatement, reduction, deferment or set-off of any Basic Rent,
Additional Rent or other sum payable hereunder, or for damage, loss or expense
suffered by Lessee on account of any cause referred to in this Article 5 or
otherwise.


    6.            
Taxes and Impositions; Law and Agreements; Space Leases.

    


    (a)         Except
with respect to Taxes and Impositions specifically allocable to the Existing
Leased Space until the Duration Limit of such Existing Lease, Lessee shall pay
and discharge, on or before the tenth (10th) day prior to which the same may be
paid without interest or penalty, all taxes, including any tax based upon or
measured by gross rentals or receipts from the Leased Property, assessments and
special assessments, and shall pay and discharge on or before the last day on
which the same may be paid without interest or penalty all levies, fees, water
and sewer rents, utility charges, and other governmental and similar charges or
taxes, including, without limitation, any payments in lieu of taxes, maintenance
charges, vault charges, and license fees for the use of the vaults, chutes and
similar areas adjoining the Land, and other governmental impositions and
charges, general and special, ordinary or extraordinary, foreseen and
unforeseen, of any kind or nature whatsoever, and whether or not the same shall
have been within the express contemplation of the parties hereto (including,
without limitation, any taxes assessed against any real property other than the
Leased Property which is included within the tax parcel which includes the
Leased Property), and any interest and penalties thereon, which are levied or
assessed or are otherwise due during the Term ("TAXES" and "IMPOSITIONS")
against (i) Lessor and which relate to Lessor's ownership of the Leased
Property, the use, occupancy, operation or possession of the Leased Property or
any part thereof or the transactions contemplated by this Lease, including, if
applicable, (A) state franchise or doing business taxes or the like but only
those (1) relating to or resulting solely from Lessor's ownership of the Leased
Property and not any other property or any other activity of Lessor, and (2)
imposed as a substitute for or in lieu of taxes otherwise payable by Lessee
hereunder as described in the second succeeding sentence, and (B) transfer taxes
relating solely to the conveyance of the Leased Property to or from Lessee or
its Affiliates or in connection with the exercise of Lessor's or Lessor's
Mortgagee's remedies after an Event of Default occurs hereunder, (to the extent
described in the second succeeding sentence), (ii) the Leased Property or this
Lease or the interest of Lessee or Lessor therein or herein, (iii) Basic Rent or
Additional Rent or other sums payable by Lessee hereunder, (iv) the use,
occupancy, construction, repair or Restoration of the Leased Property or any
portion thereof, or (v) gross receipts from the Leased Property (but excluding
Lessor's net income tax). If any Taxes levied or assessed against the Leased
Property may legally be paid in installments, Lessee may pay such Taxes in
installments; provided, however, that upon the termination of the Term Lessee
shall pay any such Taxes which it has been paying in installments in full, at
least ten (10) days prior to such termination date. Nothing in this Lease shall
require Lessee to pay any franchise, estate, inheritance, succession, transfer
(other than as set forth above), net income or profits taxes of Lessor (other
than any gross receipts or similar taxes imposed or levied upon, assessed
against or measured only by the Basic Rent or Additional Rent payable by Lessee
hereunder or levied upon or assessed against the Leased Property), any
withholding taxes of Lessor, any taxes imposed by any state or local government
on, or measured by, the net income or capital structure of Lessor, unless any
such tax is in lieu of or a substitute for any other tax or assessment upon or
with respect to the Leased Property that would otherwise be payable by Lessee
hereunder. Lessee shall furnish Lessor and Lessor's Mortgagee with receipts (or
if 

      receipts
are not available, with copies of cancelled checks evidencing payment with
receipts to follow promptly after they become available) showing payment of
Taxes and Impositions before the applicable due date therefor set forth above.
If a Credit Rating Downgrade occurs, Lessee shall cause a tax service acceptable
to Lessor and Lessor's Mortgagee to provide Lessor and Lessor's Mortgagee timely
evidence of the payment by Lessee of such Taxes and Impositions. Except for
Taxes paid by Lessee in installments as set forth above, Taxes and other
governmental charges which are payable by Lessee shall be apportioned between
Lessor and Lessee as of the date on which this Lease terminates.

      
         

        Lessee shall establish and maintain the
Tax and Insurance Reserve Fund at the times required by and pursuant to the
terms of Article 13.

        

          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

    

     

    (b)         Lessee
shall pay all charges for utility, communication and other services to the
extent rendered or used during the Term on or about the Leased Property
(exclusive of charges specifically attributable to the Existing Leased Space
only until the Duration Limit of such Existing Lease), whether or not payment
therefor shall become due after the Term.

    


    (c)         At
Lessee's cost and expense, Lessee shall perform and comply and cause the Leased
Property and Improvements to comply (i) with all Legal Requirements (other than
those exclusively relating to the Existing Leased Space until the MCI Duration
Limit or Aetna Duration Limit, as applicable but including parking requirements
applicable to the Improvements), whether or not such Legal Requirements
necessitate structural changes or improvements (including structural changes or
improvements to the Existing Leased Space), interfere with Lessee's use and
enjoyment of the Leased Property, or require replacements or repairs,
extraordinary as well as ordinary, (ii) with the terms of any easement granted
or released pursuant to Article 21, (iii) with the provisions of all contracts,
agreements, instruments and restrictions affecting the Leased Property or any
part thereof or its ownership, occupancy, use, operation or possession,
including without limitation the Declaration of Covenants, Conditions and
Restrictions for First Colony, as amended from time to time (and Lessee shall
pay as Additional Rent all obligations of Lessor under such documents during the
term of this Lease), (iv) with the obligations of the landlord or licensor under
all presently existing leases (other than the MCI Lease and the Aetna Lease
prior the their respective Duration Limits, which are the subject of other
agreements) of any portion of the Leased Property (the "OTHER LEASES"), except
to the extent non-compliance is not likely to have a material adverse effect on
the interest of Lessor or Lessor's Mortgagee, and (v) with the terms and
obligations under any consent of Lessee to any assignment of Lessor's interest
in this Lease to Lessor's Mortgagee. In the event the tenant under any Other
Lease seeks to renew the term thereof or to expand the space covered thereby and
Lessee is prepared to accommodate such request, Lessee shall cause the extension
or expansion to be a sublease, subject to the terms hereof, and not a
continuation of the Other Lease.

    


    (d)         Notwithstanding
the provisions of this Article 6 and Articles 7 and 9, if no Event of Default
exists, and following written notice to Lessor and Lessor's Mortgagee, Lessee
may contest (including through abatement proceedings), in good faith and at its
sole expense, by appropriate legal proceedings, any Taxes or Impositions, and/or
any Legal Requirement affecting the Leased Property, and postpone payment of or
compliance with the same during the pendency of such contest, provided that (i)
the commencement and continuation
of such proceedings shall suspend the collection thereof from, and suspend the
enforcement thereof against, Lessor and the Leased Property, (ii) no part of the
Leased Property nor any Basic Rent or Additional Rent or this Lease shall be
interfered with or shall be in danger of being sold, forfeited, attached,
terminated, cancelled or lost, (iii) Lessee shall promptly and diligently
prosecute such contest to a final settlement or conclusion, (iv) there shall be
no risk of the imposition of civil or criminal liability or penalty on Lessor or
Lessor's Mortgagee for failure to comply therewith, (v) Lessee shall satisfy any
Legal Requirements, including, if required, that the Taxes and Impositions be
paid in full before being contested, (vi) the residual value insurance policy
applicable to the Leased Property will not be cancelled or reduced in amount as
a result of the contest, and (vii) at Lessor's option, Lessee shall have
furnished Lessor with such security as Lessor shall reasonably request to insure
payment of Taxes and Impositions and compliance with Legal Requirements, and any
interest and penalties thereon. Lessee shall pay any and all judgments, decrees
and costs (including all attorneys' fees and expenses) in connection with any
such contest and shall, promptly after the final determination of such contest,
fully pay and discharge the amounts which shall be levied, assessed, charged or
imposed or be determined to be payable therein or in connection therewith,
together with all penalties, fines, interest, costs and expenses thereof or in
connection therewith, if any, and perform all acts the performance of which
shall be ordered or decreed as a result thereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.           Liens;
Subordination.

    


    (a)         Subject
to the provisions of paragraph (d) of Article 6, Lessee will promptly, but in
any event no later than 30 days after its Actual Knowledge of the filing thereof
but in any event before the enforcement of the same, at its own expense remove
and discharge of record, by bond or otherwise, any charge, pledge, lien,
security interest or encumbrance of any kind or any other preferential
arrangement that has the practical effect of creating a security interest (a
"LIEN") in or upon the Leased Property, upon any Basic Rent, or upon any
Additional Rent which arises for any reason (except for Lessor Liens), including
all Liens which arise out of Lessee's possession, use, operation and occupancy
of the Leased Property, but not including any Permitted Encumbrances. Nothing
contained in this Lease shall be construed as constituting the consent or
request of Lessor, express or implied, to or for the performance by any
contractor, laborer, materialman, or vendor of any labor or services or for the
furnishing of any materials for any construction, alteration, addition, repair
or demolition of or to the Leased Property or any part thereof. Notice is hereby
given that Lessor will not be liable for any labor, services or materials
furnished or to be furnished to Lessee, the tenant under the MCI Lease, the
tenant under the Aetna Lease or to anyone holding an interest in the Leased
Property or any part thereof through or under Lessee or a tenant under an
Existing Lease, and that no mechanic's or other Liens for any such labor,
services or materials shall attach to or affect the interest of Lessor in and to
the Leased Property. If Lessee shall fail to discharge any Lien that Lessee is
obligated to discharge pursuant to this Lease within the time period permitted
by this Lease, Lessor may discharge the same by payment or bond or both, and
Lessee will repay to Lessor, upon demand, any and all amounts paid therefor, or
by reason of any liability on such bond, and also any and all reasonable
incidental expenses, including reasonable attorneys' fees, incurred by Lessor in
connection therewith together with interest on all such amounts calculated at
the Overdue Rate from the date of payment thereof until repaid by
Lessee.

     

    
      (b)        This
Lease shall be subject and subordinate to all present and future mortgages,
deeds of trust, deeds to secure debt or other similar Lien instruments, and as
the same be renewed, amended, modified, consolidated, replaced or extended
(individually, a "MORTGAGE") on the fee interest in the Leased Property and to
all advances made upon the security thereof, provided that the holder of the
Mortgage shall execute and deliver to Lessee a subordination, attornment and
non-disturbance agreement ("SNDA"), in form substantially similar to Schedule E
hereto, providing that if a foreclosure or deed in lieu of foreclosure occurs
such new owner will recognize this Lease and not disturb Lessee's possession of
the Leased Property if no Event of Default exists; and concurrently therewith
Lessee shall execute and deliver an estoppels certificate in form substantially
similar to Schedule F hereto. Lessee agrees, upon receipt of such SNDA, to
execute such further reasonable instrument(s) as may be necessary to subordinate
this Lease to the Lien of any such Mortgage and to evidence its attornment to
such new owner, and also to execute such instrument(s) recognizing the
assignment of this Lease or the Basic Rent, Additional Rent and other sums
payable by Lessee hereunder to the holder of any such Mortgage, provided that no
such instrument shall adversely affect Lessee's rights under the
SNDA.

      


      (c)         Lessee
agrees to attorn, from time to time, to the holder of each Mortgage and/or the
holder of such subsequent mortgage, or any purchaser or transferee of the Leased
Property (including without limitation a transferee in foreclosure or pursuant
to a deed in lieu of foreclosure), pursuant to an SNDA for the remainder of the
Term, provided that such holder or such purchaser or transferee shall then be
entitled to possession of the Leased Property subject to the provisions of this
Lease. The provisions of this subsection shall inure to the benefit of such
holder or such purchaser or transferee, shall apply notwithstanding that, as a
matter of law, this Lease may terminate upon the foreclosure of the Mortgage (in
which event the parties shall execute a new lease for the remainder of the Term
on the same terms set forth herein), shall be self-operative upon any such
demand, and no further instrument shall be required to give effect to said
provisions. Each such party, however, upon demand of the other, hereby agrees to
execute, from time to time, instruments in confirmation of the foregoing
provisions hereof, reasonably satisfactory to both parties acknowledging such
subordination, non-disturbance and attornment as are provided herein and setting
forth the terms and conditions of its tenancy.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8.           Indemnification;
Fees and Expenses.

    


    (a)         Lessee
shall protect, defend and indemnify Lessor, Lessor's Mortgagee, each Certificate
Holder and the Indenture Trustee, their respective successors and assigns, the
beneficial owners of any of the foregoing and the trustees, beneficiaries,
partners, shareholders, officers, directors, agents or employees of Lessor,
Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any
such successor or assign or beneficial owner (each an "INDEMNIFIED PARTY" and
collectively, the "INDEMNIFIED PARTIES"), from and against and hold the
Indemnified Parties harmless from all Liens (including, without limitation, lien
removal and bonding costs), liabilities, losses, damages, claims, obligations,
suits or other proceedings (including, by way of example, causes of action,
suits, litigation and defenses), settlement proceeds, fines, penalties,
assessments, citations, directives, judgments, fees, costs, disbursements or
other expenses of any kind or of any nature whatsoever (including, without
limitation, reasonable attorneys', consultants', and experts' fees and
disbursements actually incurred in investigating, defending, settling or
prosecuting any claim, suit or other similar proceeding) which may be imposed
on, incurred by or asserted or awarded
against such Indemnified Party ("INDEMNIFIED LIABILITIES") (i) arising or
alleged to arise from or in connection with the condition, use, operation,
maintenance, Restoration, subletting and management of the Leased Property; (ii)
relating to the Leased Property and the appurtenances thereto and the use and
occupancy thereof by Lessee or anyone claiming by, through or under Lessee; or
(iii) arising or alleged to arise from or in connection with any of the
following: (A) any accident, injury to, or death of, any person or any damage to
or loss of property on or adjacent to the Leased Property or growing out of or
directly or indirectly connected with, ownership (during the period ending on
the expiration or earlier termination of this Lease provided that Lessee and its
Affiliates return the Leased Property to Lessor in the condition required by
Article 27 hereof), use, nonuse, occupancy, operation, possession, condition,
construction, repair or Restoration of the Leased Property or adjoining
property, sidewalks, streets or ways or resulting from the condition of any
thereof; (B) any claims by third parties resulting from any violation or alleged
violation by Lessee of (1) any provision of this Lease, or (2) any Legal
Requirement, or (3) any other sublease or agreement relating to the Leased
Property (including, without limitation, that certain Multi-Party Agreement of
even date herewith) and including breach of the landlord's obligations under the
MCI Lease and/or the Aetna Lease (including, without limitation, the failure or
alleged failure of Lessee to honor (aa) the right of first offer set forth at
Section 53 of the MCI Lease, and/or the right of first offer set forth at
Exhibit J, Section I of the Aetna Lease, (bb) any properly exercised right of
first refusal set forth at Section 54 of the MCI Lease, and/or any properly
exercised right of first refusal set forth at Exhibit J, Section II of the Aetna
Lease, (cc) any properly exercised right to lease additional space, or right of
relocation as set forth at Exhibit J, Section III of the Aetna Lease, or (dd)
any properly exercised renewal option as set forth at Section 51 of the MCI
Lease, and/or any properly exercised renewal option as set forth at Exhibit H of
the Aetna Lease, (4) any contract or agreement to which Lessee is a party
affecting the Leased Property or the ownership, use, nonuse, occupancy,
condition, operation, possession, construction, repair or rebuilding thereof or
of adjoining property, sidewalks, streets or ways; (C) any contest permitted by
Article 6; (D) Lessee's failure to pay in accordance with the terms and
provisions hereof any item of Additional Rent or other sums payable by Lessee
hereunder; or (E) loss occasioned by any misrepresentation made by Lessee herein
or in any certificate or other writing delivered to Lessor in connection
herewith. Notwithstanding the foregoing, Lessee shall not be liable in any case
to any Indemnified Party for any Indemnified Liabilities to the extent that they
result from the gross negligence or willful misconduct of such Indemnified
Party, nor shall Lessee be liable to any of the Indemnified Parties for any
Lessor Liens. If Lessor, Lessor's Mortgagee, or any agent of Lessor or Lessor's
Mortgagee, or any other Indemnified Party, shall be made a party to any such
litigation commenced against Lessee, and if Lessee, at its expense, shall fail
to provide Lessor or Lessor's Mortgagee or its agent or other Indemnified Party
with counsel reasonably approved by such party, Lessee shall pay all reasonable
costs and reasonable attorney's fees and expenses incurred or paid by Lessor or
Lessor's Mortgagee or its agent or other Indemnified Party in connection with
such litigation. So long as no Event of Default has occurred and is continuing
hereunder, Lessee shall control any such litigation and settlement discussions
relating thereto. Notwithstanding anything in this Article 8, so long as (v) no
Event of Default has occurred and is continuing hereunder, (w) neither Lessor
nor Lessor's Mortgagee would be subject to any risk of criminal or material
civil liability, (x) there is no risk
of Lessor losing the Leased Property or Lessor's Mortgagee losing the priority
of its Lien, (y) no Credit Rating Downgrade exists, and (z) the residual value
insurance policy applicable to the Leased Property will not be cancelled or
reduced in amount as a result thereof, Lessor will not agree to any settlement
of any claim covered by this Article 8 without Lessee's prior
consent.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IMPORTANT--READ
THIS

    


    LESSEE
ACKNOWLEDGES THAT PURSUANT TO THE FOREGOING INDEMNITY IT HAS AGREED TO INDEMNIFY
AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL
LIABILITIES ARISING BY REASON OF THE ACTS OR OMISSIONS OF ANY OF THE INDEMNIFIED
PARTIES AND OTHERWISE, WHICH LIABILITIES INCLUDE, WITHOUT LIMITATION, EXCEPT AS
PROVIDED ABOVE, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE, STRICT LIABILITY,
CRIMINAL LIABILITY, STATUTORY LIABILITY, LIABILITY FOR INJURIES NOT COMPENSATED
BY WORKERS' COMPENSATION INSURANCE, OTHER INJURIES OR LOSSES NOT COVERED BY
INSURANCE, AND LIABILITY ARISING AS A RESULT OF WAIVERS, EXCULPATIONS,
DISCLAIMERS OR RELEASES. IF SUCH LIABILITY ARISES BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY (OR INDEMNIFIED
PARTIES, AS THE CASE MAY BE)(HEREINAFTER A "RESPONSIBLE INDEMNIFIED PARTY") THIS
INDEMNITY SHALL NOT EXTEND TO ANY SUCH RESPONSIBLE INDEMNIFIED PARTY, BUT SHALL
EXTEND TO ALL OTHER INDEMNIFIED PARTIES.

    


    (b)        The
representations, warranties and obligations of Lessee, and the rights and
remedies of each Indemnified Party under this Article 8, are in addition to and
not in limitation of any other representations, warranties, obligations, rights
and remedies provided in this Lease or otherwise at law or in equity, and shall
survive the expiration or termination of this Lease.

    


    9.             Environmental
Matters.

    


    (a)         Lessee
represents and warrants and covenants to the Indemnified Parties that, except as
disclosed on Exhibit K:

     

                                 (i)          At
all times during the Term of this Lease (A) the Leased Property (other than the
Existing Leased Space so long as it is not part of the Leased Property), Lessee,
all sublessees and any assignees of Lessee (other than MCI and Aetna so long as
the Existing Leased Space is not part of the Leased Property), and all other
parties claiming by, through, or under Lessee (other than Lessor and parties
other than Lessee and its Affiliates claiming by, through or under Lessor
[collectively, "LESSOR PARTIES"]), shall comply with all applicable
Environmental Laws; (B) Lessee shall have obtained, and shall cause all
sublessees and any assignees of Lessee (other than MCI and Aetna for so long as
the Existing Leased Space is not part of the Leased Property), and all other
parties claiming by, through, or under Lessee (other than Lessor Parties), to
obtain all Permits required to conduct its or their operations at the Leased
Property that are required under all applicable Environmental Laws and Lessee
shall be in compliance and shall cause all sublessees and any assignees of
Lessee (other than MCI and Aetna so long as the Existing Leased Space is not
part of the Leased Property) to be in compliance, and shall cause all other
parties claiming by, through, or under Lessee (other than Lessor Parties) to be
in compliance with the same; and (C) Lessee shall remove and dispose or shall
cause the removal and disposal of any Hazardous Substances present on the Leased
Property that are not in compliance with applicable Environmental
Laws;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                                
(ii)        To Lessee's Actual
Knowledge, and except as disclosed by the Environmental Site Assessment, the
Leased Property complies in all material respects with applicable Environmental
Laws; no Hazardous Substances are or have been discharged, generated, handled,
treated, disposed of, or stored on, incorporated in, or released, discharged,
removed or transported from the Leased Property (including underground
contamination) except in compliance with applicable Environmental Laws or as
disclosed in the Environmental Site Assessment. No written notices, complaints
or orders of violation or non-compliance of any nature whatsoever regarding
alleged violations of, or strict liability under, Environmental Laws have been
received by Lessee or, to Lessee's Actual Knowledge, by any Person regarding the
Leased Property, and Lessee has no Actual Knowledge that any environmental
investigation by any Governmental Authority, or any legal action by a private
party, is pending or threatened, in each case with regard to the Leased Property
or any use thereof or any alleged violation of applicable Environmental Laws
with regard to the Leased Property; to Lessee's Actual Knowledge, and based upon
the Environmental Site Assessment, no liens have been placed upon the Leased
Property in connection with any actual or alleged liability under any applicable
Environmental Laws;

     

                                 
(iii)       The Leased Property has not been
used by Lessee, Lessee's predecessors or Affiliates, or, to Lessee's Actual
Knowledge, by any other Person, and will not be used by Lessee or any person
under Lessee's control during the Term of this Lease to generate, manufacture,
refine, produce or process any Hazardous Substance or to store, handle, treat,
dispose, transfer or transport any Hazardous Substance other than uses of such
Hazardous Substances in the routine course of Lessee's operation and in
compliance with applicable Environmental Laws which activities have not had and
will not have any material adverse effect upon the Leased Property;

     

                                 
(iv)      To Lessee's Actual Knowledge, and except
as disclosed by the Environmental Site Assessment, no pits, lagoons, ponds, or
other surface impoundments, above ground tanks or other containment structures
have been or will be constructed, operated or maintained in or on the Leased
Property in violation of applicable Environmental Laws and no underground
storage tanks or fuel systems are or will be constructed, operated or maintained
in or on the Leased Property; to Lessee's Actual Knowledge, there is presently
no friable asbestos nor friable asbestos-containing material nor any
PCB-containing equipment, including PCB-containing transformers, located in, on,
at or under the Leased Property nor will any of the foregoing be located in, on,
at or under the Leased Property at any time during the Term of this Lease.
Lessee shall develop, maintain and implement a written asbestos-containing
material operations and maintenance program for any identified or presumed
asbestos-containing materials, such written program to be in form and content
required by applicable Environmental Laws;

     

                                 
(v)       To Lessee's Actual Knowledge, and
except as disclosed by the Environmental Site Assessment, other than lawful
quantities in connection with Lessee's use of the Leased Property in compliance
with Environmental Laws, the Leased Property is free of Hazardous Substances at,
in, on, over or under the Leased Property, regardless of the source of any such
Hazardous Substances; and

     

                                 
(vi)      To Lessee's Actual Knowledge, the
Environmental Site Assessment is true, correct and complete, and contains no
misstatement of fact or omission of any fact which would make the statements
contained therein untrue, incomplete or misleading in any material
respect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)         Promptly
upon obtaining Actual Knowledge thereof, Lessee shall give to Lessor and
Lessor's Mortgagee notice of the occurrence of any of the following, in each
case relating to the Leased Property or the use, occupancy or operation thereof
in respect of any applicable Environmental Law: (i) the failure of the Leased
Property, Lessee, any sublessee or assignee of Lessee or invitee of Lessee, or
any other party claiming by, through, or under Lessee (other than Lessor
Parties), to comply therewith in any manner whatsoever; (ii) the issuance to
Lessee, or any sublessee or assignee of Lessee, or any other party claiming by,
through, or under Lessee (other than Lessor Parties), of any written notice,
complaint or order of violation or non-compliance therewith of any nature
whatsoever; (iii) any written notice of a pending or threatened investigation
thereunder; (iv) any written notice from any Governmental Authority requiring
any corrective action with respect to the Leased Property thereunder; or (v) any
written notice from any Governmental Authority or private party relating to an
alleged violation of applicable Environmental Laws, including the actual or
potential presence or existence of any Hazardous Substances at, on, adjacent to
or upon the Leased Property in violation of applicable Environmental
Laws.

    


    (c)         At
any time (i) if an adverse change in the environmental condition of the Leased
Property has occurred or been discovered, and if Lessee shall not (A) diligently
commence to cure such condition, to the extent necessary to satisfy applicable
Environmental Laws, and to prevent a material diminution in the fair market
value of the Leased Property related to the environmental condition, within 30
days after Lessee has Actual Knowledge of such adverse change (or such shorter
period as may be required by law or if an emergency exists) and (B) thereafter
diligently prosecute to completion such cure, or (ii) an Event of Default exists
under this Lease, or (iii) if Lessor or Lessor's Mortgagee has reasonable cause
to believe that Lessee is in Default or has permitted a Default under this
Article 9, Lessor or Lessor's Mortgagee may cause to be performed or direct
Lessee to cause to be performed an environmental compliance audit or site
assessment of the Leased Property and the then uses thereof reasonable in scope
under the circumstances, and following receipt of such audit or assessment may
take such actions as it may deem necessary to cure such condition or to cause
the Leased Property to comply with applicable Environmental Laws. Such
environmental compliance audit or site assessment shall be performed by an
engineer qualified by law and experience to perform the same and satisfactory to
Lessor and Lessor's Mortgagee, shall include as reasonably necessary under the
circumstances a review of the uses of the Leased Property and compliance of the
same with applicable Environmental Laws, and shall include an estimate of the
cost to cure any Default in Lessee's covenants hereunder. If recommended by an
environmental site assessment or if required by Lessor's Mortgagee, Lessee will
establish and, at its sole expense, comply with any operations and maintenance
program to address Hazardous Substances (including without limitation asbestos
containing materials and lead-based paint) in form and substance reasonably
acceptable to Lessor and Lessor's Mortgagee and prepared by an environmental
consultant acceptable to Lessor and Lessor's Mortgagee. All reasonable costs and
expenses actually incurred by Lessor or Lessor's Mortgagee in connection with
such environmental compliance audit or assessment and any remediation of the
Leased Property required under applicable Environmental Laws shall constitute
Additional Rent and shall be immediately due and payable by Lessee upon demand,
and shall bear interest at the Overdue Rate from the date Lessor notifies Lessee
that such cost or expense is incurred until it is paid. Such audit or assessment
shall be addressed to Lessor and Lessor's Mortgagee and shall provide expressly
that they can rely on its findings.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)        Subject
to the provisions of paragraph (d) of Article 6 hereof, in the event of a
violation of or the discovery of a violation of any Environmental Law, Lessee
shall promptly perform all remedial actions as shall be necessary or desirable
to clean up, contain, or remove any Hazardous Substances on, under or in the
Leased Property in accordance with, and as required by, applicable Environmental
Laws, Legal Requirements and Permitted Encumbrances to restore the Leased
Property to a condition the same or better than its pre-contamination condition
and otherwise to cure any such violation of any Environmental Law, all at
Lessee's sole cost and expense, including, without limitation, all
investigative, monitoring, removal, containment and remedial actions in
accordance with applicable Environmental Laws. Lessee shall commence all such
required remedial actions within 30 days after obtaining Actual Knowledge of any
such violation and shall complete all such actions within 180 days following the
date that the nature and scope of such required remedial actions are identified,
provided that if such remedial actions cannot be completed with diligence within
such 180 day period, and so long as Lessee is performing such remedial actions
with due diligence, the time within which such remedial actions may be completed
shall be extended for such period as may be reasonably necessary to complete
such remedial action with diligence, provided the same shall be subject to
Lessor's approval (which shall not be unreasonably withheld, conditioned or
delayed) and consistent with the requirements of applicable Legal Requirements.
If Lessee fails to perform the necessary remedial actions as required hereby
within the time periods set forth herein, Lessor or Lessor's Mortgagee may, but
shall not be obligated to, cause the Leased Property to be brought into
compliance with applicable Environmental Laws and any reasonable costs and
expenses actually incurred by Lessor or Lessor's Mortgagee in connection
therewith, together with interest at the Overdue Rate from the date Lessor
notifies Lessee that such cost was incurred until actually paid by Lessee, shall
constitute Additional Rent and shall be immediately due and payable on demand.
Lessee grants to Lessor and Lessor's Mortgagee access to the Leased Property and
a license to remove any Hazardous Substances as provided in this Article 9 and
to do all things Lessor or Lessor's Mortgagee deems necessary to bring the
Leased Property into compliance with the applicable Environmental Laws. If, as a
result of a violation of any Environmental Laws, a Lien attaches to the Leased
Property that takes priority over the Lien of the Mortgage, Lessee shall
promptly, and in any event within 30 days after written notice of the attachment
of any such Lien, discharge or contest such Lien in accordance with paragraph
(d) of Article 6 and post a bond or deposit an irrevocable letter of credit with
Lessor's Mortgagee, in either event satisfactory in form and substance and with
a surety or obligor satisfactory to Lessor's Mortgagee and in an amount
sufficient to discharge such Lien.

    


    (e)         In
addition to, and not in limitation of, any indemnity contained in Article 8,
Lessee agrees to indemnify, defend and hold harmless each Indemnified Party from
and against any and all Indemnified Liabilities which may be imposed upon,
suffered or incurred by, or asserted or awarded against such Indemnified Party
to the extent arising directly or indirectly out of (i) the use, storage,
transportation, disposal, treatment, release, threatened release, discharge,
emission, generation or presence of any Hazardous Substances at, from, on, over,
under or in the Leased Property, regardless of whether occurring before, during
or after the Term of this Lease (but only to the extent attributable to the
period ending on the expiration or earlier termination of this Lease, provided
that Lessee and its Affiliates return the Leased Property to Lessor in the
condition required by Article 27) and regardless of the source of any such
Hazardous Substances, (ii) the breach of any representation or warranty
contained in this Article 9, (iii)
any Default in the performance of any obligation under this Article 9, (iv) any
violation of any Environmental Law with respect to the Leased Property or by
Lessee or any other Person (other than Lessor Parties affirmatively acting in
violation of Environmental Law), or resulting from Lessee's failure to comply
with this Article 9, or (v) the enforcement of this Article
9.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IMPORTANT--READ
THIS

    


    LESSEE
ACKNOWLEDGES THAT PURSUANT TO THE FOREGOING INDEMNITY IT HAS AGREED TO INDEMNIFY
AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL
LIABILITIES ARISING BY REASON OF THE ACTS OR OMISSIONS OF ANY OF THE INDEMNIFIED
PARTIES AND OTHERWISE, WHICH LIABILITIES INCLUDE, WITHOUT LIMITATION, EXCEPT AS
PROVIDED ABOVE, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE, STRICT LIABILITY,
CRIMINAL LIABILITY, STATUTORY LIABILITY, LIABILITY FOR INJURIES NOT COMPENSATED
BY WORKERS' COMPENSATION INSURANCE, OTHER INJURIES OR LOSSES NOT COVERED BY
INSURANCE, AND LIABILITY ARISING AS A RESULT OF WAIVERS, EXCULPATIONS,
DISCLAIMERS OR RELEASES. IF SUCH LIABILITY ARISES BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY (OR INDEMNIFIED
PARTIES, AS THE CASE MAY BE)(HEREINAFTER A "RESPONSIBLE INDEMNIFIED PARTY") THIS
INDEMNITY SHALL NOT EXTEND TO ANY SUCH RESPONSIBLE INDEMNIFIED PARTY, BUT SHALL
EXTEND TO ALL OTHER INDEMNIFIED PARTIES.

    


    (f)         The
representations, warranties and obligations of Lessee, and the rights and
remedies of each Indemnified Party under this Article 9, are in addition to and
not in limitation of any other representations, warranties, obligations, rights
and remedies provided in this Lease or otherwise at law or in
equity.

    


    (g)         Lessee's
obligations and liabilities with respect to each Indemnified Party, actual or
contingent, under this Article 9 and relating to the period through the end of
the Term of this Lease, whether arising before, during or after the Term (but
only to the extent attributable to the period ending on the expiration or
earlier termination of this Lease, provided that Lessee and its Affiliates
return the Leased Property to Lessor in the condition required by Article 27),
shall survive such termination of this Lease or the abandonment of the Leased
Property by Lessee, or any acquisition or disposition of the Leased Property,
except for events and circumstances resulting solely from the acts of any Person
other than Lessee, any Affiliate of Lessee, or any Person claiming by or through
Lessee or any such Affiliate (other than Lessor Parties affirmatively acting in
violation of Environmental Law) and occurring after the foreclosure of the Lien
of the Mortgage and the sale of the Leased Property pursuant to such
foreclosure.

    


    (h)         If
an Event of Default occurs under this Article 9, and such Event of Default is
likely to result in either a diminution in the value of the Leased Property or
civil or criminal liability of Lessor or Lessor's Mortgagee, then in addition to
and not in limitation of all other rights of Lessor hereunder, Lessor may (if
consented to in writing by Lessor's Mortgagee), by written notice to Lessee
which makes specific reference to the offer provisions hereafter provided for in
this Article 9, require Lessee to make, and Lessee shall be deemed to have made,
a rejectable offer to Lessor to purchase the Leased Property and the Existing
Leased Space in the manner and under the terms of Article 15. Lessor shall have
ninety (90) days after such offer to accept or reject such offer and if it fails
to act, it shall be deemed to have accepted such offer. No rejection of such
offer shall be effective unless consented to by Lessor's Mortgagee. If Lessor
accepts such offer,
then Lessee shall purchase the Leased Property and the Existing Leased Space on
an Installment Payment Date specified by Lessor not less than 30 nor more than
90 days after Lessor's acceptance of such offer, for a purchase price equal to
the Termination Value as of the date of such purchase plus the Reinvestment
Premium on said Termination Value.

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    10.  Maintenance
and Repair; Additions.

    


    (a)         Lessee
will, at its cost and expense, keep and maintain the Leased Property (other than
any portion thereof covered by an Existing Lease until the Duration Limit
thereof) in good order and safe condition and repair in the condition of the
Leased Property on the date of delivery hereof , and as other comparable office
development projects are maintained in the greater Houston, Texas metropolitan
area, including the Improvements and any altered, Restored, additional or
substituted buildings and other improvements, in the condition as on the date of
this Lease, in each case with ordinary wear and tear excepted, and (except as
otherwise provided in paragraph (c) of Article 12) will make all structural and
non-structural, and ordinary and extraordinary changes, repairs and
replacements, foreseen or unforeseen, which may be required, whether or not
caused by its act or omission, to be made upon or in connection with the
improvements to the Leased Property in order to keep the same in such condition,
including taking action necessary to maintain the Leased Property in compliance
with all Legal Requirements; subject, however to any contest of applicable Legal
Requirements conducted in accordance with the provisions of paragraph (d) of
Article 6. Lessee shall keep the Leased Property orderly and free and clear of
rubbish, and shall not commit or suffer any waste of the Leased Property. Lessor
shall not be required to maintain, alter, repair, rebuild or replace any
improvements on the Leased Property or to maintain the Leased Property, and
Lessee expressly waives the right to make repairs at the expense of Lessor or to
terminate this Lease because of Lessor's failure to so maintain or repair
pursuant to any Legal Requirements at any time in effect. Lessor shall have no
obligation to incur any expense of any kind or character in connection with the
management, operation or maintenance of the Leased Property during the Term of
the Lease. Lessee shall use and operate the Leased Property or cause it to be
used and operated only by personnel authorized by Lessee and Lessee shall use
reasonable precautions to prevent loss or damage to the Leased Property from
Casualty.

    


    (b)         If
any Improvements shall encroach upon any property, street or right-of-way
adjoining or adjacent to the Leased Property, or shall violate any restrictive
covenant affecting the Leased Property or any part thereof, or shall impair the
rights of others under or obstruct any easement or right-of-way to which the
Leased Property is subject (excluding, however, covenants, easements or
rights-of-way granted by Lessor after commencement of the Term without the
consent of Lessee), then, promptly after the written request of Lessor or any
Person affected by any such encroachment, violation, impairment or obstruction,
Lessee shall, at its expense, either (i) obtain effective waivers or settlements
of all claims, liabilities and damages resulting from each such encroachment,
violation, impairment or obstruction or (ii) make such changes in the
Improvements and take such other action as shall be necessary to remove such
encroachments or obstructions and to end such violations or impairments,
including, if necessary, the alteration or removal of any Improvement. Any such
alteration or removal shall be made to the same extent as if such alteration or
removal were an alteration under the provisions of paragraphs (c) or (d) of this
Article 10 and there shall be no abatement of rent by reason of such alteration
or removal. Lessor shall not grant any
easements, restrictive covenants or rights-of-way which would adversely affect
the value of the Leased Property without Lessee's written consent which will not
be unreasonably withheld or delayed; provided if an Event of Default exists
Lessor may grant easements, restrictive covenants and rights-of-way without
Lessee's consent.

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                  
(c)         Except as hereinafter
provided, upon Lessor's prior written consent, Lessee may, at its sole expense,
make alterations, installations, demolitions, modifications, replacements,
improvements, changes or additions which are consistent with Lessee's use of the
Leased Property, do not diminish the fair market value of the Leased Property as
unencumbered by this Lease, which do not affect the structural elements or
Building Systems of the Leased Property, and which are not otherwise prohibited
by this Lease ("ALTERATIONS"). Notwithstanding the foregoing, at any time that
Guarantor has the Credit Rating and no Event of Default exists hereunder, Lessee
may make any Alterations to the Leased Property, the cost of which in any
instance is $5,000,000 (increased by $1 million every five years after the
Commencement Date) or less (a "MINOR ADDITION") without Lessor's consent.
Lessor's prior written consent shall always be required for any alterations,
installations, demolitions, modifications, replacements, improvements, changes
or additions that are structural in nature, made to the exterior of any
building, or which could adversely affect the Improvement's Building Systems, or
the useful life or Fair Market Value of the Leased Property (a "MAJOR
ALTERATION"). Lessee shall construct all Alterations and Major Alterations in a
good and workmanlike manner using a quality of material and workmanship at least
as good as to the original work or installation of the Improvements and in
compliance with all applicable Legal Requirements and will complete the
Alterations and Major Alterations in a commercially reasonable time period. Each
Alteration and Major Alteration shall be made at the sole cost and expense of
Lessee, may not be encumbered by Lessee and (other than Trade Fixtures) shall
become the property of Lessor and subject to this Lease. No Minor Addition,
Major Alteration or any other Alterations which do not satisfy all of the
foregoing requirements of this subparagraph (c) shall be made without Lessor's
written consent in Lessor's sole discretion. If Lessee determines to construct
surface parking on unpaved portions of the Land located to the west of the
existing office buildings and adjacent to the eastern boundary of the Proposed
Roadway Easement (Tract 7), as shown on the survey of the Land delivered to
Lessor at the time of delivery of this Lease, Lessee may grade, pave and
otherwise appropriately develop such portion of the Land into surface parking
without the prior consent of Lessor.

    


    (d)         If
Lessee proposes to have a new building or buildings constructed on land adjacent
to the Land and have such building or buildings physically connected to the
Leased Property (each such new building being herein called a "NEW CONNECTED
BUILDING"), Lessee will provide Lessor with artist's renderings, architectural
elevations and similar information prior to commencing construction, and Lessor
shall have thirty (30) days in which to approve the exterior appearance of such
proposed New Connected Building, such approval not to be unreasonably withheld.
Such approval shall be based solely on the compatibility of the exterior
appearance of the proposed New Connected Building with the exterior appearance
of the Leased Property. Lessee shall have the right, at its sole cost and
expense (including expenses reasonably incurred by Lessor and Lessor's
Mortgagee) to physically connect any New Connected Building to the Leased
Property during the Term hereof, which connections shall be made in compliance
with paragraph (c) of this Article 10. To the extent such connections provide
for pedestrian passage between
the two buildings, upon Lessor's request, Lessee will, at its sole expense,
cause the pedestrian connections to be rendered unusable (by creating a barrier
which is aesthetically and functionally acceptable to Lessor or by removing the
connections, as Lessee shall elect) no later than thirty (30) days prior to the
expiration of the Term hereof. If any such connection is to be made, Lessor and
Lessee shall first negotiate in good faith the terms of reciprocal easement
agreements relating to matters such as ingress, egress, parking, shared
utilities and services, use of the Shared Services Building amenities, cost
sharing arrangements and similar matters so that each building originally
forming a part of the Leased Property will remain a functional self-sufficient
economic unit, provided that the Leased Premises shall have a prior claim to
limited resources such as water, sewer, power and HVAC capacity.

      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (e)         All
work done in accordance with this Article 10 shall comply with the requirements
of all Policies required to be maintained by Lessee hereunder and with the
residual value insurance policy applicable to the Leased Property.

    


    (f)          Lessee
agrees that all of the Improvements shall be deemed real property and fixtures
owned by Lessor. In furtherance of the foregoing, Lessee hereby grants, conveys
and transfers to Lessor any and all of Lessee's right, title and interest in and
to the Improvements (other than Trade Fixtures) (whether now existing or
hereafter constructed). Lessee agrees that any and all Improvements of whatever
nature at any time constructed, placed or maintained upon any part of the Land
shall be and remain the property of Lessor (except as otherwise expressly
provided in writing at the time Lessor's consent therefor is obtained), subject
to Lessee's rights under this Lease. Lessee agrees to execute, acknowledge and
deliver and file all documents reasonably necessary or appropriate, in form
reasonably satisfactory to both parties, to effect the purpose of this paragraph
10(f).

    


    11.           Trade
Fixtures.  Lessor acknowledges and agrees that the items of trade fixtures,
machinery and equipment that are designed to be removable without materially
damaging the Improvements, including without limitation those items described on
Schedule H hereof (but specifically excluding Improvements, Building Systems and
other replacements of fixtures, machinery and equipment which are the property
of Lessor) ("TRADE FIXTURES") are and shall remain the property of Lessee and be
treated as "trade fixtures" for the purposes of this Lease and Lessee may remove
the same from the Leased Property at any time before the termination of this
Lease, provided that Lessee shall repair any damage to the Leased Property
resulting from such removal. Lessee may, at its own cost and expense, install or
place or reinstall or replace upon or remove from the Leased Property any such
Trade Fixtures. Any such Trade Fixtures shall not become the property of Lessor
(except as provided in paragraph 27(a)). Lessee's replacements of fixtures,
machinery and equipment that are property of the Lessor shall be of at least
equal quality to the replaced fixtures, machinery and equipment when the
replaced items were new.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    12.  Condemnation
and Casualty.

    


    (a)         Lessee
hereby assumes all risk of loss, damage or destruction, whether (i) by fire,
earthquake, flood, hurricane, windstorm, environmental contamination, radiation
or other casualty, war, civil unrest, strike or similar event or the theft of
all or any portion of the Leased Property and/or the  Existing Leased
Space (a "CASUALTY") or (ii) by condemnation, seizure, confiscation, requisition
or other  Property and/or the Existing Leased Space, whether permanent
or temporary, by or on account of the exercise of the right of eminent
domain or other action by any Governmental Authority or other Person legally
vested with such powers or any transfer in lieu or in anticipation thereof (a
"TAKING"; a Taking and a Casualty are each sometimes called a "DESTRUCTION").
Lessee hereby assigns to Lessor's Mortgagee, if any, and otherwise to Lessor any
award or insurance or other payment to which Lessee may become entitled by
reason of its interest in the Leased Property (other than any award or insurance
or other payment made to Lessee specifically made for interruption of business,
moving expenses or Trade Fixtures; hereinafter called "LESSEE'S LOSS") if the
Leased Property, or any portion thereof, is damaged, destroyed, lost or taken in
a Taking or a Casualty. If a Destruction occurs, the Lessee shall give Lessor
and Lessor's Mortgagee prompt written notice thereof, and describe in reasonable
detail in each case the facts or circumstances of the Destruction and the damage
to or loss or destruction of the Leased Property. So long as no Event of Default
exists, Lessee shall at its cost and expense, in the name and on behalf of the
Lessor, Lessee, Lessor's Mortgagee or otherwise, appear in any such proceeding
or other action, negotiate, accept and prosecute any claim for any award,
compensation, insurance proceeds or other payment on account of any such
Destruction and, subject to paragraph (b) below, cause each such award,
compensation, insurance proceeds or other payment to be paid to Lessor's
Mortgagee, if any, and otherwise, to Lessor. Lessee shall use commercially
reasonable efforts to achieve the maximum award or other recoveries obtainable
under the circumstances. Any negotiated awards, settlement or recoveries shall
be subject to Lessor's and Lessor's Mortgagee's prior written approval. Lessee
shall promptly inform Lessor of all settlement offers. Lessor and Lessor's
Mortgagee may appear in any such proceeding or other action in a manner
consistent with the foregoing and the costs and expenses of any such appearance
shall be borne by Lessee and payable to Lessor as Additional Rent. If an Event
of Default exists, Lessor's Mortgagee (or if there be none, Lessor) shall have
the exclusive right at Lessee's cost to negotiate, adjust and settle awards,
settlements and recoveries without Lessee's approval.

    


    (b)        After
giving notice of a Destruction under the provisions of paragraph (a) of this
Article 12, Lessee shall, at Lessee's own cost and expense, proceed with
diligence and promptness (i) to carry out any work necessary to make the Leased
Property safe and secure, and (ii) to Restore the Improvements. All Restoration
shall be undertaken and completed in the same manner as if the same were
undertaken pursuant to paragraphs (c) and (d) of Article 10, and shall be
subject to the reasonable requirements of Lessor and Lessor's Mortgagee as
provided for in clause (ii) below. The foregoing obligations of Lessee to
Restore the Improvements shall not be applicable (but the obligation of Lessee
to make the Leased Property safe and secure shall be applicable) if Lessee has
made an offer to purchase the Leased Property and the Existing Leased Space
pursuant to paragraph (c) below. Basic Rent and Additional Rent shall not abate
or be reduced hereunder by reason of any Destruction affecting the Leased
Property and/or the Existing Leased Space, and this Lease shall continue in full
force and effect and Lessee shall continue to perform and fulfill all of
Lessee's obligations, covenants and agreements hereunder notwithstanding such
Destruction.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The Net
Award shall be applied to effect compliance with Lessee's obligations hereunder.
If the Net Award is less than the estimated hard and soft costs to Restore the
Improvements to the condition required in this paragraph (b), as reasonably
determined by Lessor at Lessee's expense, then, unless such estimated cost is
less than the Restoration Threshold Amount, Lessee shall deposit the amount by
which such estimated cost to Restore exceeds the Net Award with the Depositary
(as defined below) or shall post an equivalent bond or other security
satisfactory in form and substance to Lessor and Lessor's Mortgagee issued by a
surety, bank or other Person satisfactory to Lessor and Lessor's Mortgagee,
whereupon such deposit or bonded amount shall be part of the Net Award for
purposes of paragraph (c) of this Article 12. If the Net Award does not exceed
$1,000,000 (the "RESTORATION THRESHOLD AMOUNT"), then provided no Event of
Default exists, the Net Award shall be promptly paid to Lessee to be applied to
the Restoration required by this paragraph (b). If the Net Award exceeds the Net
Restoration Threshold Amount then provided no Event of Default
exists:

     

                                 
(i)         The full amount thereof
shall be paid to a depositary (the "DEPOSITARY"). The Depositary shall be
Lessor's Mortgagee or a servicer of the loan held thereby, or a bank or trust
company, selected by Lessor and approved by Lessor's Mortgagee, the long-term
unsecured debt obligations of which are rated at least "A" and "A2",
respectively, by S&P or Moody's (or any successor to either entity). The
Depositary shall have no affirmative obligation to prosecute a determination of
the amount of, or to effect the collection of, any insurance proceeds or
condemnation award or awards. Moneys so received by the Depositary shall be held
by the Depositary in trust in a separate interest bearing account (the interest
on which will become a part of the Net Award) for the uses and purposes provided
in this Lease. To the extent not available to be paid from the Net Award, fees
and expenses payable to the Depositary shall be paid by Lessee as Additional
Rent.

     

                                 
(ii)        Payments of the Net Award
for the actual costs and expenses incurred by Lessee in connection with such
Restoration shall be made periodically to Lessee from time to time as work
progresses by the Depositary after written notice to the Depositary, with a copy
to Lessor, setting forth in reasonable detail and with reasonable supporting
materials all of such costs and expenses actually incurred by Lessee. Lessee
shall comply with the reasonable requirements of Lessor and Lessor's Mortgagee,
if any, with respect to the distribution of any Net Award by the Depositary,
including without limitation that no Event of Default exists hereunder, that
Lessee proceeds promptly after the Net Award is delivered to the Depositary to
Restore the Improvements in accordance with the requirements of this Article 12
and paragraphs (c) and (d) of Article 10, that all plans and specifications for
the Restoration shall have been reviewed and approved by Lessor and Lessor's
Mortgagee, and that disbursements by the Depositary shall be not more frequently
than monthly in an amount not exceeding the hard and soft costs of restoration
and repair incurred since the previous disbursement and shall be conditioned
upon, inter alia, the delivery to the Depositary of lien waivers, architect's
certificates and title insurance endorsements. Any amount of the Net Award (for
purposes of this sentence, not including any supplemental amount deposited by
Lessee) remaining after completion of such Restoration shall be paid to Lessor's
Mortgagee, or if there is no Lessor's Mortgagee, to Lessor.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (c)         Notwithstanding
the foregoing, (x) if the Destruction affects all or a substantial portion of
the Leased Property and the Existing Leased Space, such that the remainder
cannot be used for its intended purpose even after Restoration (as evidenced by
an Officer's Certificate of Guarantor), or (y) if such Destruction occurs in the
last thirty-six months of the then current term, and in Lessor's reasonable
opinion such Destruction entails the loss of more than 25% of the value of the
Improvements immediately prior to such Destruction, and the
time to effect restoration is reasonably expected to leave less than twenty-four
months of the then current term after completion of restoration, then in either
such case Lessee may make an irrevocable rejectable offer to Lessor to purchase
the Leased Property and the Existing Leased Space, together with any Net Award
not actually paid to Lessee or paid upon Lessee's order or received by Lessor or
Lessor's Mortgagee, in the manner and under the terms of Article 15 on the
Installment Payment Date first occurring thirty (30) days after Lessor's
acceptance of such offer, for a purchase price equal to the Termination Value as
of the date of purchase plus, if either clause (ii) or (iii) below applies, the
Reinvestment Premium, less in all events the portion, if any, of the Net Award
actually received by Lessor's Mortgagee (or if there is not then a Lessor's
Mortgagee, by Lessor), and provided further, that if the offer is occasioned by
the situation described in clause (y) above, the purchase price will be the
greater of the Termination Value as of the date of purchase or the fair market
value of the Leased Property and the Existing Leased Space immediately prior to
such Destruction. Lessor shall have ninety (90) days after receipt of such offer
in which to accept or reject such offer. No rejection of such offer shall be
effective unless consented to in advance in writing by Lessor's Mortgagee, if
any, and if such consent to rejection is not delivered within such 90 day period
such offer shall be deemed accepted within such 90 day period. If (A) there is
any Destruction , (B) Lessee does not exercise the right set forth in the
immediately preceding sentence, and (C) any of the three following conditions
exists: (i) in Lessor's reasonable opinion such Destruction entails the loss of
more than 50% of the value of the Improvements immediately prior to such
Destruction, (ii) at the time of any Destruction or at any time thereafter until
the Restoration of the Improvements is completed pursuant to this Article 12, an
Event of Default exists under this Lease, or (iii) after any Destruction Lessee
fails to Restore the Improvements by the Outside Restoration Date (hereafter
defined), then in any of such events, at the option of Lessor (with the prior
written consent of Lessor's Mortgagee), upon notice from Lessor of any such
event which makes reference to this Article 12(c) and the invocation of the
offer provisions hereafter provided for, Lessor may require Lessee to make, and
Lessee shall be deemed to have made, a rejectable offer to Lessor to purchase
the Leased Property and the Existing Leased Space, together with any Net Award
not actually paid to Lessee or paid upon Lessee's order or received by Lessor or
Lessor's Mortgagee, in the manner and under the terms of Article 15 on the
Installment Payment Date first occurring thirty (30) days after Lessor's
acceptance of such offer, for a purchase price equal to the Termination Value as
of the date of purchase, plus, if either or both of clause (ii) or clause (iii)
above applies, the Reinvestment Premium, less in all events the Net Award
actually received by Lessor's Mortgagee, if any, or otherwise Lessor. Lessor
shall have ninety (90) days after such offer to accept or reject it, and if it
fails to act, it shall be deemed to have accepted such offer. No rejection of
such offer shall be effective unless consented to in advance in writing by
Lessor's Mortgagee, and if such consent to rejection is not delivered in such 90
day period, such offer shall be deemed accepted. If Lessor rejects such offer,
this Lease shall terminate on the Installment Payment Date first occurring
thirty (30) days after such rejection, and Lessor or Lessor's Mortgagee, as the
case may be, shall retain the entire Net Award.

    

    


    The "OUTSIDE RESTORATION DATE" shall
mean 36 months after the Destruction occurs, subject to extension by Lessor of
not more than 12 months to the extent that Restoration is delayed due to acts of
God, strikes, unavailability of materials, or further Destruction, but if such
Destruction occurs
during the Basic Term in no event later than the Basic Term Expiration
Date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (d)        
Notwithstanding any other provision to the contrary contained in this Article
12, if a temporary Taking occurs, this Lease shall remain in full force and
effect (including without limitation the obligation of Lessee to continue to pay
without reduction Basic Rent and Additional Rent) and the Lessee shall be
obligated to continue to pay Basic Rent and Additional Rent and Lessee shall be
entitled to the entire Net Award paid for such temporary Taking; except that any
portion of the Net Award allocable to the time period after the expiration or
termination of the Term shall be paid to Lessor. The provisions of this Article
12 shall supersede any contrary provisions in any statute or law.

    


    13.           Insurance.

    


    (a)         Lessee
shall, at its cost and expense, maintain or cause to be maintained valid and
enforceable insurance of the following character and shall cause to be delivered
to Lessor and Lessor's Mortgagee annual certificates of the insurers as to such
coverage and shall comply with the requirements of this Article 13 ("INSURANCE
REQUIREMENTS"):

     

                                 
(i)         "All Risks of Physical
Loss" property insurance including boiler and machinery insurance (without
exclusion for explosion) and the like and covering the Leased Property and all
replacements and additions thereto, and all building materials and other
property which constitute part of the Leased Property in a manner consistent
with insurance maintained by Lessee on properties similar to the Leased Property
and in any event in amounts not less than one hundred percent (100%) of the full
replacement value of the Leased Property less Land and other uninsurable items,
together with an endorsement providing for law and ordinance coverage in an
amount equal to at least $10,000,000, all of such insurance to have a deductible
not greater than $100,000.00.

     

                                 
(ii)        Commercial general liability
insurance covering legal liability on an "occurrence" basis against claims for
bodily injury, death or property damage, occurring on, in or about the Leased
Property and the adjoining land, streets, sidewalks or ways occurring as a
result of construction and use and occupancy of facilities located on the Leased
Property or as a result of the construction thereof or the use of products or
materials manufactured, processed, constructed or sold, or services rendered, on
the Leased Property, in the minimum amount of $5,000,000 (or such higher amount
as Lessor may reasonably require from time to time) with respect to any one
occurrence, accident or disaster or incidence of negligence and with a maximum
deductible of $500,000.00, subject to increase only with the consent of Lessor
and Lessor's Mortgagee, which may be withheld in their sole
discretion.

     

                                 
(iii)       Worker's compensation insurance
(or other similar insurance or self insurance program permitted and in
compliance with the Legal Requirements of the state in which the Leased Property
is located) covering all Persons employed in connection with any work done on or
about the Leased Property with respect to which claims for death or bodily
injury could be asserted against Lessor, Lessee or the Leased Property,
complying with the Legal Requirements of the state in which the Leased Property
is located.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                                
(iv)        If any portion of the Leased
Property is located in an area designated by the Federal Emergency Management
Agency as having special flood and mudslide hazards, flood insurance in the
maximum available amount under the Flood Disaster Protection Act of 1973, as
amended from time to time, and otherwise meeting the requirements of the Federal
Insurance Administration.

     

              (v)       
At any time when Guarantor has a Credit Rating Downgrade and such insurance is
available on commercially reasonable terms, business interruption insurance in
amounts sufficient to compensate Lessor for all Basic Rent, Additional Rent or
other amounts payable hereunder during a period not less than twenty-four (24)
months, the amount of such coverage to be adjusted annually to reflect the Basic
Rent, Additional Rent and other amounts payable during the succeeding
twenty-four (24) month period.

     

                                 
(vi)       At all times during which
construction, repairs, Restoration or Alterations are being made with respect to
the Improvements, the insurance provided for in subsection (i) shall be written
on a so-called builder's risk completed value form on a non-reporting basis,
including permission to occupy the Leased Property, and with an agreed-amount
endorsement waiving co-insurance provisions.

     

                                 
(vii)      Intentionally omitted.

     

                                 
(viii)     Such other insurance, in such amounts, against
such risks, and with such other provisions as is customarily and generally
maintained by operators of similar properties including war risk insurance (at
and during such times as war risk insurance is commonly obtained in the case of
property similar to the Leased Property), when and to the extent obtainable from
the United States Government or any agency thereof.

    


    All
policies of insurance required hereunder (the "POLICIES") shall be written by
domestic insurance companies having an insurance company claims paying rating
from S&P and Moody's of "A-" or better and be considered equivalent to a
NAIC 1 or other rating designation acceptable to the Securities Valuation Office
of the National Association of Insurance Commissioners. To the extent necessary
for the policies to be enforceable against the insurance company in Texas, all
such insurance companies shall be legally qualified to issue such insurance in
Texas, and otherwise be reasonably satisfactory to Lessor and Lessor's
Mortgagee.

    


    Insurance
certificates evidencing the coverage required by the Policies shall be deposited
with the Lessor by Lessee on the date hereof and thereafter no less frequently
than annually. With respect to the Policies described under subparagraphs (i),
(ii), (iv), (v), (vi), (vii), the Lessee also shall deliver insurance
certificates evidencing the coverage required under said subparagraphs to the
Lessor's Mortgagee, also naming the Lessor's Mortgagee as the certificate
holder. The form and substance of such certificates shall be reasonably
satisfactory to Lessor and Lessor's Mortgagee (it being agreed that Acord 27
form certificates are satisfactory in form) and shall be issued by the insurer.
Furthermore, the Lessee shall deliver to Lessor and Lessor's Mortgagee
certificates evidencing the coverage required by the Policies at least thirty
(30) days before the earlier of the expiration of the existing insurance
periodor the due date for all premiums for the renewal of such
Policies.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      All
Policies of property insurance shall name the Lessor as loss payee and Lessor's
Mortgagee as loss payee, mortgagee and additional insured, as
its interest may appear, and all liability Policies shall name the
Lessor and the Lessor's Mortgagee as additional insured, as their respective
interests may appear and the policies required under subparagraphs (i), (ii),
(iv), (v), (vi) and (vii) above shall identify the Lessor as the owner of the
Leased Property. In addition, all Policies shall contain a standard New York
lender or equivalent "non-contributory Mortgagee" endorsement naming the
Lessor's Mortgagee as loss payee, mortgagee and additional insured; and any
provisions in such property insurance for risk retention by Lessee shall be
subject to the approval of Lessor and Lessor's Mortgagee. All Policies and
endorsements shall be fully prepaid and nonassessable. The Lessee shall not
obtain any separate or additional insurance which is contributing in the event
of loss unless the Lessor and the Lessor's Mortgagee are each insured thereunder
(as their interests may appear) and the policies therefor are reasonably
satisfactory to the Lessor and the Lessor's Mortgagee.

    

    


    (b)         Any
Net Award remaining after Lessee has Restored the Leased Property pursuant to
Article 12 shall be paid to Lessor subject to the terms of any
Mortgage.

    


    (c)         All
Policies shall (i) provide that the insurance evidenced thereby shall not be
canceled or modified without at least thirty (30) days' prior written notice
from the insurance carrier to the Lessor and the Lessor's Mortgagee, (ii)
provide that the issuer waives all rights of subrogation against Lessor, any
successor to Lessor's interests in the Leased Property and Lessor's Mortgagee,
(iii) provide that 30 days' advance written notice of cancellation, material
modification (which modification will not, in any event, result in a Policy not
complying with the terms of this Lease), termination or lapse of coverage will
be given to Lessor and Lessor's Mortgagee, (iv) provide that such insurance, as
to the interest of Lessor and Lessor's Mortgagee, will not be invalidated by any
act or neglect of Lessor, Lessor's Mortgagee, Lessee or any party, nor by any
foreclosure or any other proceedings relating to the Leased Property, nor by any
change in the title ownership of the Leased Property, nor by use or occupation
of the Leased Property for purposes more hazardous than are permitted by such
Policy, (v) provide that no claims shall be paid under Policies maintained
pursuant to subparagraphs (i), (iv), (v), (vi), (vii) and (viii) of paragraph
13(a) without ten (10) days' advance written notice to the Lessee, the Lessor
and the Lessor's Mortgagee, (vi) be primary and without right or provision of
contribution as to any other insurance carried by Lessor or any other interested
party, and (vii) if any insuring company is not domiciled within the United
States of America, include a United States Service of Suit clause (providing any
actions against the insurer by the named insured or Lessor are conducted within
the jurisdiction of the United States of America).

    


    (d)         Lessee
shall comply, at its sole expense, with all of the terms and conditions of all
Policies.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (e)         Any
time after an Event of Default has occurred, or if a Credit Rating Downgrade has
occurred, Lessee shall on demand pay to Lessor's Mortgagee, if any, or otherwise
to Lessor, on the same day of each month that Basic Rent is due hereunder a
monthly payment in such amount as Lessor or Lessor's Mortgagee determines to be
necessary to create and maintain a reserve fund from which to pay before they
become due all Taxes and Impositions during the next ensuing twelve (12) months,
and sufficient to pay all premiums ("INSURANCE PREMIUMS") that are due for the
renewal or replacement of the coverage afforded by the Policies (the "TAX AND
INSURANCE RESERVE FUND PAYMENT"). The Tax and Insurance Reserve Fund Payment
shall be held in escrow (the "TAX AND INSURANCE RESERVE FUND") by Lessor or
Lessor's Mortgagee. In the event of a Credit Rating Downgrade
only, interest shall be payable on the amounts in the Tax and Insurance Reserve
Fund to Lessee annually in arrears (provided that the Tax and Insurance Reserve
Fund is projected to have adequate funds to pay the following year's Taxes,
Impositions and Insurance Premiums), and if held by Lessor's Mortgagee may be
commingled with other funds. In the event of an Event of Default, no interest on
the amount in the Tax and Insurance Reserve Fund shall be payable to Lessee. In
the event of a Credit Rating Downgrade and an Event of Default, no interest on
such Tax and Insurance Reserve Fund shall be paid to Lessee. Any excess reserve
shall be credited against subsequent Tax and Insurance Reserve Fund Payments
required hereunder, and any deficiency shall be paid by Lessee upon demand and
shall bear interest at the Overdue Rate if unpaid five (5) days after such
demand, but shall be paid in no event later than five (5) days before the date
when such Taxes and Impositions and Insurance Premiums shall become delinquent.
To the extent that adequate funds for Taxes and Impositions and for Insurance
Premiums have been paid to create a Tax and Insurance Reserve Fund and provided
no Event of Default exists, Lessor (or Lessor's Mortgagee if the Tax and
Insurance Reserve Fund is held by Lessor's Mortgagee) shall, on not less than 15
days' written request of Lessee, cause the same to be applied to Taxes and
Impositions and Insurance Premiums payable by Lessee hereunder; provided, Lessee
shall not be liable to pay such Taxes and Impositions and Insurance Premiums, as
the case may be, if Lessor (or Lessor's Mortgagee if the Tax and Insurance
Reserve Fund is held by Lessor's Mortgagee) fails to apply such funds to Taxes
and Impositions and Insurance Premiums following Lessee's written request and no
Event of Default exists. If an Event of Default exists, then the Tax and
Insurance Reserve Fund may be applied to any Rent then due and unpaid and Lessee
shall remain liable to pay such Taxes and Impositions and Insurance Premiums to
the extent not paid out of the Tax and Insurance Reserve
Fund.

    

    


    Any
unapplied portion of the Tax and Insurance Reserve Fund shall be returned to
Lessee within thirty (30) days after the expiration of the Term or termination
of this Lease, provided there exists no Event of Default by Lessee. Upon the
occurrence and during the continuance of any Event of Default by Lessee
hereunder, Lessee agrees that Lessor may apply all or any portion of the Tax and
Insurance Reserve Fund to any obligation of Lessee hereunder. If all or any
portion of the Tax and Insurance Reserve Fund is applied to any obligation of
Lessee hereunder, Lessee shall immediately upon request of Lessor restore the
Tax and Insurance Reserve Fund to its original amount, with interest at the
Overdue Rate on such amounts five (5) days after such request. Lessee shall not
have the right to call upon Lessor to apply all or any portion of the Tax and
Insurance Reserve Fund to cure any Default or fulfill any obligation of Lessee
hereunder, but such use shall be solely in the discretion of Lessor. Upon any
conveyance of the Leased Property by Lessor, Lessor's right in the Tax and
Insurance Reserve Fund shall be transferred by Lessor to Lessor's transferee,
and upon such transfer and the assumption and acknowledgement by the transferee
of Lessor's obligations hereunder Lessee releases Lessor herein named of any and
all liability with respect to the fund, its application and return, and Lessee
agrees to look solely to such transferee with respect thereto. Lessor will
notify Lessee of any such transfer; and Lessor shall cause such transferee to
assume liability for performance of and acknowledge in writing that it consents
to the provisions of the previous sentence and the provisions of the previous
sentence shall also apply to subsequent transferees.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.           Financial
Statements; Certificates. Lessee will cause to be delivered to Lessor and
Lessor's Mortgagee the financial statements of Guarantor required by Section 10
of the Guaranty. At any time that Lessee's financial statements are not
consolidated into Guarantor's financial statements or at any time when Guarantor
is not a United States Person, Lessee will deliver to Lessor and Lessor's
Mortgagee:

     

                                 
(i)          As soon as practicable
but in no event later than five (5)Business Days after the date of filing with
Securities and Exchange Commission or other Governmental Authority, copies of
all such financial statements, proxy statements, notices, other communications,
and reports as Lessee shall send to its shareholders and other information
generally made available to banks and other lenders (exclusive of proprietary
information), provided that Lessee neednot make such delivery so long as such
financial information is posted on EDGAR, Guarantor's Home Page or other
electronic resource generally available to the public without charge and
Guarantor emails notice to Lessor and any Lessor's Mortgagee (at email addresses
supplied by such parties) of the availability of such information within five
(5) Business Days of its posting, and will provide paper copies of such
information upon request and, in any event, before such information is removed
from the above-named electronic resources;

     

                                 
(ii)         For any period that Lessee
is a public company, as soon as practicable, copies of all regular, current or
periodic reports (including reports on Form 10-K, Form 8-K and Form 10-Q) which
Lessee is or may be required to file with the Securities and Exchange Commission
or any Governmental Authority succeeding to the functions of the Securities and
Exchange Commission, provided that Lessee need not make such delivery so long as
such financial information is posted on EDGAR, Guarantor's Home Page or other
electronic resource generally available to the public without charge and
Guarantor emails notice to Lessor and any Lessor's Mortgagee (at email addresses
supplied by such parties) of the availability of such information within five
(5) Business Days of its posting, and will provide paper copies of such
information upon request and, in any event, before such information is removed
from the above-named electronic resources;

     

                                 
(iii)       For any period that Lessee is not
a public company required to file such reports with the Securities and Exchange
Commission then within 120 days after the end of each fiscal year, and within 60
days after the end of any other fiscal quarter, a consolidated statement of
earnings, and a consolidated statement of changes in financial position, a
consolidated statement of stockholders' equity, and a consolidated balance sheet
of such entity as of the end of each such year or fiscal quarter, setting forth
in each case in comparative form the corresponding consolidated figures from the
preceding annual audit or corresponding fiscal quarter in the prior fiscal year,
as appropriate, all in reasonable detail and satisfactory in scope to Lessor and
Lessor's Mortgagee, and certified as to the annual consolidated statements by
independent public accountants of recognized national standing selected by
Lessee, whose certificate shall be based upon an examination conducted in
accordance with generally accepted auditing standards and the application of
such tests as said accountants deem necessary under the circumstances;
and

     

                                 
(iv)       Whether or not Lessee is
consolidated with another entity for financial reporting purposes, within ninety
(90) days of the end of each calendar year, an annual statement setting forth
the gross revenues derived by Lessee from the subleasing, licensing or otherwise
providing space in the Leased
Property, operating expenses and the cost of capital improvements and repairs
made to the Leased Property and the Existing Leased Space, together with a
projection of such capital improvements and repairs for the next calendar year,
such statement to be certified as true and correct in all material respects by
the Chief Financial Officer of Lessee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Concurrently
with the delivery of annual financial statements pursuant to subparagraph (iii)
of this Article 14, Lessee will cause to be delivered to Lessor and Lessor's
Mortgagee a certificate by an Executive Officer of Guarantor (i) that to the
best of such officer's Actual Knowledge based on reasonable inquiry, there
exists no Default or Event of Default under this Lease or if any such Default or
Event of Default exists, specifying the nature thereof, the period of existence
thereof and what action Lessee proposes to take with respect thereto and (ii)
detailing capital improvements made to the Leased Property during the prior
calendar year and a projection of such matters for the next calendar year. In
addition, Lessee agrees upon prior written request to meet with Lessor and
Lessor's Mortgagee during normal business hours at mutually convenient times,
from time to time, to discuss this Lease and such information about Lessee's
business and financial condition reasonably requested by Lessor.

    


    Any
non-public information delivered to the Lessor pursuant to this Article 14, or
otherwise, shall be deemed to be confidential. Lessor may share the information
delivered pursuant to this Article 14 with Lessor's Mortgagee, the Certificate
Holders, potential mortgagees, rating agencies, servicers, potential transferees
of the Certificate Holders, potential purchasers of the Leased Property or a
beneficial interest therein and all other parties having a legitimate business
purpose for reviewing the same; provided, such parties agree to hold any
non-public information in confidence; and provided, further, Lessor may disclose
such non-public information to regulatory authorities and in accordance with any
judicial or governmental order, or if required by any law, regulation or stock
exchange rule.

    


    Notwithstanding
anything to the contrary contained herein, Lessee and Guarantor shall not be
obligated to provide or disclose to Lessor, Lessor's Mortgagee, any prospective
purchaser or mortgagee, or any other Person, any information relating to
Lessee's or Guarantor's financial condition or operations which has not already
been publicly disclosed if Lessee or Guarantor is then subject to the filing
requirements of the Securities and Exchange Act of 1934, as amended, and
reasonably believes that providing or disclosing such information would require
a separate filing of such information with the Securities and Exchange
Commission.

    


    15.           
Purchase Procedure.

    


    (a)         If
Lessee purchases Lessor's interest in the Leased Property and the Existing
Leased Space pursuant to any provision of this Lease, the terms and conditions
of this Article 15 shall apply.

    


    (b)         On
the Installment Payment Date ("Termination Date") fixed for the closing of the
purchase by Lessee of Lessor's interest in the Leased Property and the Existing
Leased Space:

     

                                 
(i)         Lessee shall pay to
Lessor, or as Lessor directs, in lawful money of the United States in
immediately available funds, at Lessor's address herein stated or at any other
place in the United States which Lessor may
designate, an amount equal to the purchase price described in such
provision;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                                 
(ii)        Lessor shall execute and
deliver to Lessee a special warranty deed, sufficient to convey fee simple title
to the Leased Property and the Existing Leased Space, and an assignment and such
other instrument or instruments as may be appropriate and customary in
accordance with prevailing local conveyancing practices, which shall transfer
all of Lessor's interest in the Leased Property and the Existing Leased Space
(and in the Existing Leases if their primary terms have not expired), in each
case free and clear of any Mortgage (unless, in the case of a sale pursuant to
Article 33, the offer is to purchase subject to the Mortgage), but subject to
(A) any Liens (other than Liens created by Lessor or its successors or assigns,
or any Affiliate of Lessor, without the written consent of Lessee) existing on
the first day of the Term, (B) Permitted Encumbrances (other than any Mortgage,
the WCOM Lease and the AET Lease), (C) all Liens attaching to the Leased
Property after the beginning of the Term (other than as a result of an act of
Lessor or Lessor Parties without the express written consent of Lessee), and (D)
all Legal Requirements. Lessor shall either (1) credit the Net Award, if any,
actually received by Lessor and not credited to or at the direction of Lessee to
the purchase price or (2) pay the same to or at the direction of Lessee and
assign to Lessee all rights to any award not yet received;

     

                                 
(iii)       Lessee shall pay all charges
incident to such transfer or the termination of the Lease which are incurred by
Lessor, Lessor's Mortgagee or Lessee, including but not limited to all transfer
taxes, recording fees, escrow fees, prepayment fees or premiums, title insurance
premiums and federal, state and local taxes (except for any franchise taxes,
withholding taxes and net income or profit taxes of Lessor or Lessor's
Mortgagee), and reasonable attorneys' fees and expenses of Lessor's counsel and
counsel to Lessor's Mortgagee;

     

                                 
(iv)       Lessee shall pay to Lessor all
Basic Rent, Additional Rent and other sums payable by Lessee under this Lease,
due and payable through and including the date Lessee completes the purchase of
Lessor's interest in the Leased Property; and

     

                                 
(v)        Except for those warranties
contained in the warranty deed described in subparagraph (b)(ii) of this Article
15, Lessor's transfer of its ownership in the Leased Property shall be on an
as-is basis, without any representation or warranty, either express or implied,
as to the design, condition, quality, capacity, merchantability, habitability,
durability, suitability or fitness of the Leased Property for any particular
purpose, or any other matter concerning the Leased Property or any portion
thereof.

    


    16.           Quiet
Enjoyment. So long as no Event of Default exists under this Lease, Lessor
covenants that Lessee shall and may at all times peaceably and quietly have,
hold and enjoy the Leased Property during the Term of this Lease free from any
claim by, through, or under Lessor other than Permitted Encumbrances.
Notwithstanding the preceding sentence, (a) Lessor may exercise its rights and
remedies under Article 20, (b) Lessor, Lessor's Mortgagee, representatives of a
residual value insurer, and their respective agents may enter upon and inspect
the Leased Property, during normal business hours after reasonable prior notice
and with the minimum disruption reasonably practicable to Lessee's occupancy,
all reasonable expenses of such exercise, entry and inspection to be borne
solely by Lessee (x) once every three years while Guarantor has the Credit
Rating, (y) once each year during a Credit Rating Downgrade, and (z) during the
last year of the Basic Term, two times, and (c) Lessor and Lessor's Mortgagee
may, at their sole expense, enter upon and inspect the Leased Property at any
time during the term of this Lease, during normal business hours after
reasonable prior notice and with the minimum disruption reasonably practicable
to Lessee's occupancy. In addition to its rights under paragraph 29, Lessor
shall have the right at any time, at its sole cost and expense and upon
reasonable advance notice to Lessee, to show the Leased Property to any
prospective purchaser or mortgagee of the Leased Property during normal business
hours, provided such showing shall be conducted so as not to unreasonably
intefere with Lessee's business. Any failure by Lessor to comply with the
foregoing warranty shall not give Lessee any right to cancel or terminate this
Lease, or to abate, reduce or make deduction from or offset against any Basic
Rent or Additional Rent or other sum payable under this Lease, or to fail to
perform or observe any other covenant, agreement
or   

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    obligation
hereunder or to recover any damages against Lessor resulting therefrom. Subject
to the foregoing sentence, Lessee may obtain injunctive or other relief against
Lessor for breach of the aforesaid covenant of peaceful and quiet possession and
enjoyment of the Leased Property. If requested by Lessor or Lessor's Mortgagee
(upon 30 days' prior written notice), Lessee shall at its own expense provide
Lessor and Lessor's Mortgagee with certificates every year during the Term of
this Lease (except the last year of the Term, during which year the Lessee shall
provide such certificate each fiscal quarter of Lessee) certifying that the
Leased Property is in the condition required by Article 10; provided, that the
Lessee shall be required to deliver the certificates required by this sentence
once each fiscal quarter of Lessee if required by the Lessor's Mortgagee. One
(1) year before the Expiration Date, if requested by Lessor or Lessor's
Mortgagee, Lessee shall at its own expense cause the Leased Property to be
inspected by a qualified independent inspector, the results of which shall be
made available to Lessee, Lessor and Lessor's Mortgagee not less than eleven
(11) months before to the end of the Term, to determine whether the condition of
the Leased Property complies with the requirements set forth in the residual
value insurance policy applicable to the Leased Property.

    


    17.           Survival.
If this Lease is terminated as herein provided, Lessee's obligations and
liabilities, actual or contingent, under this Lease which arose at or before
such termination shall survive such termination.

    


    18.           Subletting;
Assignment.

    


    (a)         Lessee
shall have the right, upon notice to Lessor but without Lessor's consent, to
assign this Lease to any Affiliate of Lessee, or to any entity succeeding to
Lessee by way of merger or consolidation. Guarantor shall remain liable for the
payment and performance of the obligations of Lessee hereunder notwithstanding
such assignment.

    


    (b)         Lessee
shall have the right, with the prior written consent of Lessor (which shall not
be unreasonably withheld, conditioned or delayed) to assign this Lease to an
unaffiliated person, provided that Lessee shall remain liable hereunder as a
principal and not as a guarantor or surety, as if no such assignment has been
made and provided that Guarantor shall remain liable under the Guaranty
notwithstanding such assignment.

    


    (c)         Lessee
may, without Lessor's consent, sublet the Leased Property or any portion thereof
during the Basic Term and up to 50% of the square footage of the Improvements
then subject to this Lease during any exercised Renewal Term, provided
that:

    
       

                                   
(i)          No Event of
Default exists under this Lease on the date of such sublease or
assignment;

       

                                   
(ii)         Each sublease or assignment
shall expressly be made subject and subordinate to the provisions
hereof;

       

                                   
(iii)        No sublease may extend beyond
the Basic Term, unless Lessee has exercised its right to renew pursuant to
paragraph (b) of Article 2 and then not beyond the term hereof as so
extended;

       

                                   
(iv)       The value of the Leased Property
will not be decreased by reason of the activities of the sublessee (it being
understood that the value of the Leased Property shall not be considered to be
decreased by reason of a sublessee having a lower credit rating than the
Lessee).

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

         

    (d)         No
such sublease or assignment shall affect or reduce any obligations of Lessee or
Guarantor, or the rights of Lessor hereunder, and all obligations of Lessee
hereunder shall continue in full effect as the obligations of a principal and
not of a guarantor or surety, as though no subletting or assignment had been
made.

    


    (e)         Neither
this Lease nor the Term of this Lease shall be mortgaged by Lessee, nor shall
Lessee mortgage or pledge the interest of Lessee in and to any sublease of the
Leased Property or any portion thereof or the rental payable thereunder,
provided, however, that Lessee may mortgage or pledge Lessee's leasehold
interest and Lessee's interest in and to any sublease of the Leased Property and
the rent payable thereunder, provided that any such mortgage or pledge is
subject and subordinate to the rights of Lessor hereunder and Lessor's
Mortgagee. Any such mortgage or pledge, and any sublease or assignment not
permitted by this Article 18, shall be void.

    


    (f)          Lessee
shall pay as Additional Rent to Lessor on demand all reasonable costs and
expenses of Lessor, Lessor's Mortgagee and the Certificate Holders (including
in-house or outside counsel attorneys' reasonable fees and expenses) in
reviewing or executing any instrument pursuant to this Article 18.

    


    (g)         Lessee
shall deliver to Lessor and Lessor's Mortgagee a copy of any assignment or
sublease not requiring Lessor's prior consent within ten (10) days after its
execution and delivery, which shall include the full name and address of such
sublessee or assignee.

    


    (h)         Any
profit arising from a permitted sublease or assignment shall be the exclusive
property of Lessee.

     

                                 (i)         
In the circumstances outlined in Schedule I, Lessor is obligated to give a
non-disturbance agreement to sublessees (a "Sublessee SNDA"). The form of
Sublessee SNDA shall contain customary mortgagee provisions for similar
transactions and shall be mutually approved by Lessor, Lessee, Lessor's
Mortgagee and the sublessee, such approval not to be unreasonably withheld,
delayed or conditioned.

    


    19.           Advances
by Lessor. If Lessee shall fail to make or perform any payment or act required
by this Lease, then, upon ten (10) Business Days' notice to Lessee (or upon
shorter notice or no notice, to the extent necessary to meet an emergency or a
governmental limitation), Lessor may at its option pay or perform such act for
the account of Lessee, and Lessor shall not thereby be deemed to
have waived any Default or released Lessee from any obligation hereunder.
Amounts so paid by Lessor and all incidental costs and expenses (including
reasonable attorneys' fees and expenses) incurred in connection with such
payment or performance shall constitute Additional Rent and shall be paid by
Lessee to Lessor on demand and shall bear interest at the Overdue Rate from the
date of Lessor's payment until the date of Lessee's
reimbursement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    20.           Conditional
Limitations -- Events of Default and Remedies.

    


    (a)         Any
of the following occurrences or acts shall constitute an "EVENT OF DEFAULT"
under this Lease:

     

                                 
(i)          If Lessee (A)
fails to pay any installment of Basic Rent and such failure continues for five
(5) days after notice thereof, (B) fails to pay Additional Rent and such failure
continues for ten (10) days after notice thereof, (C) fails to keep in full
force and effect any insurance coveragerequired to be maintained by Lessee
hereunder, (D) Defaults in its obligation to purchase the Leased Property when
required to do so by any provision of this Lease, or

     

                                 
(ii)         If Lessee fails to
perform any other covenant, agreement or obligation on the part of Lessee to be
performed under this Lease and such failure continues for a period of 30 days
after notice thereof; provided, however, that in the case of a Default which
Lessee is able to remedy with reasonable diligence, but not within a period of
30 days, if Lessee commences within such period of 30 days to remedy the Default
and thereafter prosecutesthe remedying of such Default with all reasonable
diligence, the period of time after notice of Default within which to remedy the
Default shall be extended for such period not to exceed an additional 240 days
as may be reasonable to remedy the same with all reasonable diligence;
or

     

                                 
(iii)        If Lessee or any guarantor
of Lessee's obligations under the Lease ("GUARANTOR") files a petition of
bankruptcy or for reorganization or for an arrangement pursuant to the
Bankruptcy Code, or is adjudicated a bankrupt or becomes insolvent or makes an
assignment for the benefit of its creditors, or admits in writing its inability
to pay its debts generally as they become due, or is dissolved, or suspends
payment of its obligations, or takes any corporate action in furtherance of any
of the foregoing; or

     

                                 
(iv)       If a petition or answer is filed
proposing the adjudication of Lessee or any Guarantor as a bankrupt, or its
reorganization pursuant to the Bankruptcy Code, and (A) Lessee or such Guarantor
consents to the filing thereof, or (B) such petition or answer is not discharged
or denied within 90 days after the filing thereof; or

     

                                 
(v)        If a receiver, trustee or
liquidator (or other similar official) is appointed for or takes possession or
charge of Lessee or any Guarantor, or Lessee's estate or interest in the Leased
Property, and is not discharged within 90 days thereafter, or if Lessee or any
Guarantor consents to or acquiesces in such appointment; or

     

                                 
(vi)       If Guarantor fails to perform any
covenant, agreement or obligation on the part of Guarantor to be performed under
the terms of any guaranty of the Lease or any guaranty of a management agreement
relating to any portion of the Leased Property (including without limitation
either Management Agreement) beyond applicable grace or cure periods, if any;
or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                                
(vii)       If any Guarantor disavows,
repudiates or rejects any such guaranty or any or all of its obligations
thereunder, or otherwise claims or asserts that it is no longer bound by any
such guaranty in whole or in part or that any or all of its obligations
thereunder are not enforceable against it in whole or in part; or

     

                                 
(viii)     Any representation by Lessee or Guarantor
contained herein, in the Guaranty, any other agreement with Lessor, or in any
certificate delivered to Lessor or Lessor's Mortgagee shall be incorrect or
misleading in a material and adverse way at the time it was made;
or

     

                                 
(ix)        An Event of Default exists
under a Management Agreement.

    


    (b)         If
an Event of Default shall occur and be continuing, Lessor shall have the option
to do any one or more of the following without any notice or demand, in addition
to and not in limitation of any other remedies permitted by law or by this Lease
(including without limitation, seeking to recover damages, including
consequential and incidental damages to the extent provided for in Article 36 of
this Lease, against Lessee):

     

                                 
(i)          Decline to
repossess the Leased Property, and elect to maintain the Lease in full force and
effect. In this event, Lessor shall have the right to sue Lessee for the
recovery of monthly Basic Rent and/or Additional Rent as such Rent becomes due
for and during the entire unexpired portion of the Term of the Lease. If it is
necessary for Lessor to bring suit against Lessee in order to collect such sums,
Lessor has the right to allow monthly Basic Rent and/or Additional Rent charges
to accumulate and to bring an action on several or all of the accrued monthly
Basic Rent and/or Additional Rent charges due at any one time. Any such suit
shall not prejudice the right of Lessor to bring a similar action for any
subsequent monthly Basic Rent and/or Additional Rent as it falls
due.

     

                                 
(ii)         Treat the Event of Default
as an anticipatory repudiation, terminate Lessee's rights under this Lease (but
not its obligations), and repossess the Leased Property. In such event, Lessor
shall have the right to immediate possession of the Leased Property and may
re-enter the Leased Property, change the locks and remove all persons and
property therefrom without being guilty in any manner of trespass or otherwise;
and any and all damages to Lessee, or persons holding under Lessee, by reason of
such re-entry are hereby expressly waived; and any such termination of Lessee's
rights under the Lease or re-entry on the part of Lessor shall be without
prejudice to any remedy available to Lessor for arrears of Basic Rent and/or
Additional Rent, breach of contract, damages or otherwise, nor shall the
termination of Lessee's rights under this Lease by Lessor acting under this
subsection be deemed in any manner to relieve Lessee from the obligation to pay
the Basic Rent and/or Additional Rent due or to become due as provided in this
Lease for and during the entire unexpired portion (or what would have been the
entire unexpired portion) of the Term. In the event of termination of Lessee's
rights under this Lease and repossession by Lessor as provided in this
subsection, Lessor shall have the further right, but not the obligation,
to:

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (1) 
Relet the Leased Property upon such terms, conditions and covenants as are
deemed proper by Lessor for the account of Lessee and in such event Lessee shall
remain liable for the full Basic Rent and Additional Rent for the remainder of
the Term of this Lease, and in addition Lessee shall pay
to Lessor Lessee's Share (as hereinafter defined) of all costs of renovating
and/or altering the Leased Property or any portion thereof) for a new lessee or
lessees (including all out-of-pocket expenses incurred by Lessor, including
incentives, allowances and inducements) and all brokerage and/or legal fees
incurred in connection therewith. Lessor shall have the right to sue Lessee to
collect Lessee's Share of all costs of renovating and/or altering the Leased
Property (or any portion thereof) for a new lessee or lessees (including all
out-of-pocket expenses incurred by Lessor, including incentives, allowances and
inducements) and all brokerage and/or legal fees incurred in connection
therewith, as well as the difference for the entire unexpired portion (or what
would have been the entire unexpired portion) of the Term of this Lease between
the Basic Rent and Additional Rent under this Lease versus the monthly rent and
other charges collected or to be collected under the new Lease. In no event
shall Lessee be entitled to any excess rent received by Lessor on account of
such reletting(s). As used herein, "Lessee's Share" shall mean the ratio, the
numerator of which is the number of months from the date that Lessee's rights
under this Lease are terminated as provided above until the date that the Term
hereof would have expired, and the denominator of which is the number of
rent-paying months in the primary term of the lease entered into by Lessor
pursuant to such reletting; but in no event shall Lessee's Share exceed
100%;

    
       

      
        (2) 
Alternatively, at the election of Lessor (provided that no such election shall
be effective unless consented to in advance in writing by Lessor's Mortgagee, if
any), Lessee shall pay as damages to Lessor, upon any such termination of
Lessee's rights under this Lease, such sum as at the time of such termination of
Lessee's rights equals the amount of the excess, if any, of the then present
value of all the Basic Rent and Additional Rent which would have been due and
payable hereunder during the entire unexpired portion (or what would have been
the entire unexpired portion) of the Term of this Lease over and above the then
present rental value of the Leased Property (in its AS IS condition) for the
same period. For purposes of present value calculations, Lessor and Lessee
stipulate and agree to a discount rate equal to five and three-quarters percent
(5.75%) per annum, as of the date Lessee's rights under this Lease, is or are
terminated.

      

       

      
        (3) 
Alternatively, at the option of Lessor exercised at any time while an Event of
Default in the payment of Basic Rent or Additional Rent is continuing, Lessor
shall be entitled to recover from Lessee, five (5) days after written notice to
Lessee, as liquidated damages, in addition to any other proper claims but in
lieu of and not in addition to any amount which would thereafter have become
payable under other provisions of this clause (ii), the Termination Value as set
forth in Schedule C hereto, plus any Reinvestment Premium, provided that, if
Lessee shall so request, Lessor shall at
the time of such payment assign and convey the Leased Property and the Existing
Leased Space to Lessee, without further consideration, in accordance with the
terms and provisions of Article 15 hereof.

      

       

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

                                 
(iii)       Send written notice, signed by
Lessor and consented to in writing by Lessor's Mortgagee, declaring the Lease
forfeited and expressly advising Tenant that it is relieved of all further
rights and obligations under the Lease (except those obligations which are
intended to survive expiration or termination of the Lease). Absent such written
notice, signed by Lessor and consented to in writing by Lessor's Mortgagee,
repossession by Lessor and/or expulsion of Lessee from the Leased Property shall
in no way be construed as a termination of the Lease or Tenant's obligations
thereunder.

    


    (c)         In
the event, and only in the event, that applicable law requires Lessor to attempt
to mitigate damages following the termination of Lessee's rights under this
Lease as provided in (ii) above, Lessor shall use reasonable efforts to the
extent required by applicable law to relet the Leased Property on such terms and
conditions as Lessor in its sole good faith judgment may determine (including
without limitation a term different than the Term, rental concessions,
alterations and repair of the Leased Property), provided, however, that (A)
Lessor shall not be obligated to relet the Leased Property before leasing other
vacant space owned or operated by Lessor, (B) Lessor reserves the right to
refuse to lease the Leased Property to any potential tenant which does not meet
Lessor's reasonable standards and criteria for leasing any other comparable
space owned or operated by Lessor, and (C) Lessor shall not be obligated to
undertake any greater efforts to relet the Leased Property than Lessor utilizes
to lease any other vacant space owned or operated by Lessor. In any proceeding
in which Lessor's efforts to mitigate damages and/or its compliance with this
subsection is at issue, Lessor shall be presumed to have used reasonable efforts
to mitigate damages, Lessee shall bear the burden of proof to establish that
such reasonable efforts were not used, and Lessor and Lessee agree that the
following shall conclusively be deemed reasonable efforts to mitigate damages:
(i) if Lessor does not have in-house leasing staff, listing the Leased Property
for lease with a licensed commercial real estate broker experienced in leasing
comparable office development projects in the greater Houston, Texas
metropolitan area, (ii) advertising the availability of the Leased Property for
lease in a suitable trade journal or newspaper at least once a month; and (iii)
if a qualified prospect expresses a desire to inspect the Leased Property,
showing the Leased Property to such prospect or its agent.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (d)         In
the event that Lessor has either repossessed the Leased Property or has
terminated this Lease pursuant to the foregoing provisions of this Lease, Lessor
has the right to enter upon the Leased Property by use of a master key, a
duplicate key, or other peaceable means, and change, alter, and/or modify the
door locks on all entry doors of the Leased Property, thereby permanently
excluding Lessee, and its officers, principals, agents, employees,
representatives and invitees therefrom. Lessor shall not thereafter be obligated
to provide Lessee with a key to the Leased Property at any time, regardless of
any amounts subsequently paid by Lessee; provided, however, that in any such
instance, during Lessor's normal business hours and at the convenience of
Lessor, and upon receipt of written request from Lessee accompanied by such
written waivers and releases as Lessor may require, Lessor will either (at
Lessor's option) (A) escort Lessee or its authorized personnel to the Leased
Property to retrieve any personal belongings or other property of Lessee not
subject to

    

    any
applicable Lessor's lien or security interest, or (B) obtain a list from Lessee
of such personal property as Lessee intends to remove, whereupon Lessor shall
remove such property and make it available to Lessee at a time and place
designated by Lessor. However, if Lessor elects option (B), Lessee shall pay, in
cash in advance, all costs and expenses estimated by Lessor to be incurred in
removing such property and making it available to Lessee and all moving and/or
storage charges theretofore incurred by Lessor with respect to such property
(plus an additional fifteen (15) percent thereof, to cover Lessor's
administrative costs). If Lessor elects to exclude Lessee from the Leased
Property without repossessing or terminating pursuant to the foregoing
provisions of this Lease, then Lessor shall not be obligated to provide Lessee a
key to re-enter the Leased Property until such time as all delinquent Basic Rent
and Additional Rental have been paid in full and all other defaults, if any,
have been completely cured to Lessor's satisfaction (if such cure occurs prior
to any actual repossession or termination), and Lessor has been given assurance
reasonably satisfactory to Lessor evidencing Lessee's ability to satisfy its
remaining obligations under this Lease. To the extent permitted by law, the
foregoing provision shall override and control any conflicting provisions of any
applicable statute governing the right of a lessor to change the door locks of
commercial Lessees.

    


    (e)          No
receipt of moneys by Lessor from Lessee after a termination of this Lease or of
Lessee's rights under this Lease by Lessor shall reinstate, continue or extend
the Term of this Lease or affect any notice theretofore given to Lessee, or
operate as a waiver of the right of Lessor to enforce the payment of Basic Rent
and/or Additional Rent, and any related amounts to be paid by Lessee to Lessor
then due or thereafter falling due, it being agreed that after the commencement
of suit for possession of the Leased Property, or after final order or judgment
for the possession of the Leased Property, Lessor may demand, receive and
collect any moneys due or thereafter falling due without in any manner affecting
such suit, order or judgment, all such moneys collected being deemed payments on
account of the use and occupation of the Leased Property or, at the election of
Lessor, on account of Lessee's liability hereunder. Lessee hereby waives any and
all rights of redemption provided by any law, statute or ordinance now in effect
or which may hereafter be enacted.

    


    (f)          The
word "re-enter", as used in this Lease, shall not be restricted to its technical
legal meaning, but is used in the broadest sense. No such taking of possession
of the Leased Property by Lessor shall constitute an election to terminate this
Lease and relieve Lessee of any obligations hereunder unless and to the extent
Lessor gives express written notice thereof to Lessee signed by Lessor and
consented to in writing by Lessor's Mortgagee, if any, declaring the Lease
forfeited and expressly advising Tenant that it is relieved of all further
rights and obligations under the Lease.

    


    (g)         If
Lessor brings an action to enforce any provision of this Lease in which it is
found that an Event of Default has occurred, Lessee shall pay to Lessor all
reasonable costs and other expenses which may become payable as a result
thereof, including reasonable attorneys' fees and expenses.

     

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (h)         No
right or remedy herein conferred upon or reserved to Lessor is intended to be
exclusive of any other right or remedy, and every right and remedy shall be
cumulative and in addition to any other legal or equitable right or remedy given
hereunder, or at any time existing. The failure of Lessor to
insist upon the strict performance of any provision or to exercise any option,
right, power or remedy contained in this Lease shall not be construed as a
waiver or a relinquishment thereof for the future. Receipt by Lessor of any
Basic Rent or Additional Rent or any other sum payable hereunder with knowledge
of the breach of any provision contained in this Lease shall not constitute a
waiver of such breach, and no waiver by Lessor of any provision of this Lease
shall be deemed to have been made unless made under signature of an authorized
representative of Lessor.

       

    

    (i)           NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, DURING ANY PERIOD THAT ANY EVENT OF DEFAULT
EXISTS, LESSOR, ITS AGENTS AND EMPLOYEES SHALL BE LIABLE ONLY FOR THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES, AND LESSEE
WAIVES ALL OTHER CLAIMS.

    


    (j)          If
Lessee shall hold over after the expiration or termination of the Term of this
Lease, without derogating from any of Lessor's rights hereunder and without
granting any rights of possession to Lessee, Lessee shall be liable to Lessor
for a use and occupancy fee, in an amount equal to 125% of the Basic Rent
payable immediately before such expiration or termination for such period of
holdover, plus all Additional Rent Lessee would have been liable for hereunder
had such expiration or termination not occurred. In addition, Lessee hereby
indemnifies Lessor against all loss, cost and damage arising from Lessee's
failure to surrender the Leased Property in accordance with the terms hereof.
Any such period of holding over may be terminated by either party upon fifteen
(15) days prior written notice to the other.

    


    (k)         Notwithstanding
anything contained herein to the contrary and without limitation of anything
contained herein, if a petition is filed by or against Lessee for relief under
Title 11 of the United States Code, as amended (the "Bankruptcy Code"), and
Lessee (including for purposes of this Section, Lessee's successor in
bankruptcy, whether a trustee or Lessee as debtor in possession) assumes and
proposes to assign, or proposes to assume and assign, this Lease pursuant to the
provisions of the Bankruptcy Code to any person or entity who has made or
accepted a bona fide offer to accept an assignment of this Lease on terms
acceptable to Lessee, then notice of the proposed assignment setting forth (i)
the name and address of the proposed assignee, (ii) all of the terms and
conditions of the offer and proposed assignment, (iii) adequate protection of
Lessor's interest in the Leased Property, and (iv) the adequate assurance to be
furnished by the proposed assignee of its future performance under the Lease,
shall be given to Lessor by Lessee no later than twenty (20) days after Lessee
has made or received such offer, but in no event later than ten (10) days prior
to the date on which Lessee applies to a court of competent jurisdiction for
authority and approval to enter into the proposed assignment. Lessor shall have
the prior right and option, to be exercised by notice to Lessee given at any
time prior to the date on which the court order authorizing such assignment is
entered, to receive an assignment of this Lease upon the same terms and
conditions, and for the same consideration, if any, as the proposed assignee,
less any brokerage commissions which may otherwise be payable out of the
consideration to be paid by the proposed assignee for the assignment of this
Lease. Lessor and Lessee agree that "adequate assurance of future performance"
by Lessee and/or any assignee of Lessee pursuant to Bankruptcy Code Section 365
will include (but not be limited to) payment of a security deposit in the amount
of three (3) times the then current monthly Basic Rent and Additional Rent
payable hereunder. In addition, if this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, Lessor (1) may require from the assignee a
deposit or other security for the performance of its obligations under this
Lease


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    in an
amount substantially the same as would have been required by Lessor upon the
initial leasing to a lessee similar to the assignee and (2) shall receive, as
additional Basic Rent and/or Additional Rent, any and all sums and other
consideration of whatever nature paid to Lessee for or by reason of the
assignment for the value of this Lease, including any amounts paid to Lessee for
all or part of Lessee's assets in the Leased Property, to the extent in excess
of the reasonable fair market value of such assets, less Lessee's reasonable
direct costs of brokerage commissions, if any, and inducements, if any, paid to
or for the benefit of the assignee. Any person or entity to which this Lease is
assigned pursuant to the provisions of the Bankruptcy Code shall be deemed,
without further act or documentation, to have assumed all of the Lessee's
obligations arising under this Lease on and after the date of such assignment.
Any such assignee shall, upon demand, execute and deliver to Lessor an
instrument confirming such assumption. No provision of this Lease shall be
deemed a waiver of Lessor's rights or remedies under the Bankruptcy Code to
oppose any assumption and/or assignment of this Lease, to require a timely
performance of Lessee's obligations under this Lease, or to regain possession of
the Leased Property if this Lease has neither been assumed or rejected within
sixty (60) days after the date of the order for relief or within such additional
time as a court of competent jurisdiction may have fixed. Notwithstanding
anything in this Lease to the contrary, all amounts payable by Lessee to or on
behalf of Lessor under this Lease, whether or not expressly denominated as Basic
Rent or Additional Rent, shall constitute "rent" for the purposes of Section
502(b)(6) of the Bankruptcy Code. To the extent permitted by law, Lessor and
Lessee agree that this Lease is a contract under which applicable law excuses
Lessor from accepting performance from (or rendering performance to) any person
or entity other than Lessee within the meaning of Sections 365(c) and 365(e) (2)
of the Bankruptcy Code.

    


    21.           Granting
of Easements, Etc. If no Event of Default exists, Lessee may from time to time
in writing request Lessor to join with Lessee (at Lessee's cost and expense), to
(i) grant easements, licenses, rights of way and other rights and privileges in
the nature of easements for the purposes of providing utilities and the like to
the Leased Property or property adjoining the Leased Property owned by Lessee or
an Affiliate of Lessee, (ii) release existing easements and appurtenances
relating to the provision of utilities and the like to the Leased Property or
property adjoining the Leased Property owned by Lessee or an Affiliate of Lessee
and (iii) execute and deliver any instrument, in form and substance reasonably
acceptable to Lessor, necessary or appropriate to make or confirm such grants or
releases to any Person, with or without consideration; provided that an
Executive Officer of Lessee shall have certified to Lessor and Lessor's
Mortgagee that such grant or release does not materially interfere with, is not
materially detrimental to the conduct of business on, and does not adversely
affect the utility, useful life or Fair Market Value of, the Leased Property,
and was made for no or only nominal consideration. Notwithstanding the
foregoing, Lessor and/or Lessor's Mortgagee may condition its consent to such
action on being provided evidence satisfactory to each in its sole discretion
that such action presents no material risk of liability, expense or adverse tax
consequences to Lessor or Lessor's Mortgagee and that the Executive Officer's
certificate referred to in the preceding sentence is true. Lessee shall pay as
Additional Rent to Lessor on demand all reasonable costs and expenses of Lessor
and Lessor's Mortgagee (including in-house and outside counsel attorneys' fees
and expenses) in reviewing or executing any instrument pursuant to this Article
21.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    22.           Restriction
of Lessor Transfers; Release. So long as Lessee or an Affiliate of Lessee
occupies any portion of the Leased Property pursuant to this Lease, and no Event
of Default has occurred and is continuing hereunder, Lessor will not transfer
(by sale, lease, exchange, merger, consolidation or otherwise) its interest in
the Leased Property, or any interest therein, to an entity which, orany
Affiliate of which, derives $100 million or more of its gross annual revenues
from the engineering, procurement and construction business. The foregoing
restriction shall not apply to Lessor's Mortgagee upon foreclosure or any Person
who acquires the Leased Property at a foreclosure sale or by deed in lieu of
foreclosure. Upon any transfer of the Leased Property, the transferring lessor
is automatically released from all liability in respect of this Lease or the
Leased Property thereafter accruing.

    


    23.           Telecommunication
Equipment. Lessee may during the term hereof, at its sole cost and expense but
without payment of rent to Lessor in respect thereof, other than Rent set forth
herein, but subject to compliance with the terms of this Lease and with
applicable laws, continue to use the roof of the buildings then comprising a
part of the Leased Property for the operation, repair and replacement of
telecommunication equipment, including antennae and satellite dishes. Lessee may
install additional telecommunication equipment on the Leased Property, provided
such installation complies with the requirements of Article 10
hereof.

    


    24.           Notices.
All communications herein provided for or made pursuant hereto shall be in
writing and shall be sent by (i) registered or certified mail, return receipt
requested, and the giving of such communication shall be deemed complete on the
third Business Day after the same is deposited in a United States Post Office
with postage charges prepaid, (ii) reputable overnight delivery service with
acknowledgment receipt returned, and the giving of such communication shall be
deemed complete on the immediately succeeding Business Day after the same is
timely deposited with such delivery service, or (iii) hand delivery by reputable
delivery service:

    


    (a)         If
to Lessor, at the address set forth in Item 7 of Schedule B.

    


    (b)         If
to Lessee, at the address set forth in Item 8 of Schedule B.

    


    Lessor
shall give notice to Lessee of the name and address of Lessor's Mortgagee, and
Lessee shall deliver (in the manner described above) to such Lessor's Mortgagee
at such address a copy of any notice given by Lessee to Lessor. No notice by
Lessee to Lessor pursuant to the provisions of this Lease shall be deemed
effective unless and until such notice is also so delivered to such Lessor's
Mortgagee; and no notice by Lessor to Lessee pursuant to the provisions of this
Lease shall be deemed effective unless and until such notice is joined in or
consented to in writing by Lessor's Mortgagee. Either party, and Lessor's
Mortgagee, may change the address where notices are to be sent by giving the
other party (or parties) and Lessor's Mortgagee ten (10) days' prior written
notice of such change.

    


    25.           Estoppel
Certificates. Each party hereto agrees that at any time and from time to time
during the term of this Lease, it will promptly, but in no event later than ten
(10) Business Days after request by the other party hereto or Lessor's
Mortgagee, execute, acknowledge and deliver to such other party (and, on
request, to any current or prospective mortgagee or prospective purchaser) a
certificate stating, to such party's Actual Knowledge, (a) that this Lease is
unmodified and in force and effect (or if there have been modifications, that
this Lease is
in force and effect as modified, and setting forth any modifications); (b) the
date to which Basic Rent, Additional Rent and other sums payable hereunder have
been paid; (c) whether or not there is an existing Default by Lessee in the
payment of Basic Rent, Additional Rent or any other sum required to be paid
hereunder, and whether or not there is any other existing Default by Lessee with
respect to which a notice of Default has been served or of which the signer has
Actual Knowledge, and, if there is any such Default, specifying the nature and
extent thereof; (d) whether or not there are any setoffs, defenses or
counterclaims against enforcement of the obligations to be performed hereunder
existing in favor of the party executing such certificate; (e) stating that
Lessee is in possession of the Leased Property or setting forth the parties in
possession and identifying the instruments pursuant to which they took
possession; (f) stating such other information with respect to the Leased
Property and/or this Lease as may be reasonably requested, and (g) no material
adverse event has occurred since the date of the last financial statements
provided in accordance with this Lease. Without limiting the foregoing, Lessee
shall execute an estoppel certificate in the form of Schedule F
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    26.           No
Merger. Lessee agrees that there shall be no merger of this Lease or of any
sublease under this Lease or of any leasehold or subleasehold estate hereby or
thereby created with the fee or any other estate or ownership interest in the
Leased Property or any part thereof by reason of the fact that the same entity
may acquire or own or hold, directly or indirectly, (a) this Lease or any
sublease or any leasehold or subleasehold estate created hereby or thereby or
any interest in this Lease or any such sublease or in any such leasehold or
subleasehold estate and (b) the fee estate or other estate or ownership interest
in the Leased Property or any part thereof.

    


    27.           Surrender.

    


    (a)         Upon
the expiration or earlier termination of the Term of this Lease, Lessee shall
peaceably leave and surrender the Leased Property to Lessor in the same
condition in which the Leased Property was originally received from Lessor on
the Commencement Date, except for repairs, Alterations, or Restoration required
by or permitted by any provision of this Lease (ordinary wear and tear, and the
consequences of any Destruction resulting in the termination of this Lease
pursuant to Article 12(c) excepted). Lessee shall remove from the Leased
Property on or before such expiration or within thirty (30) days after an
earlier termination all property situated thereon which is not the property of
Lessor, and shall repair any damage caused by such removal. Property not so
removed shall become the property of Lessor, and Lessor may cause such property
to be removed from the Leased Property and disposed of, and Lessee shall pay the
cost of any such removal and disposition and of repairing any damage caused by
such removal.

    


    (b)         Except
for surrender upon the expiration or earlier termination of the Term hereof, no
surrender to Lessor of this Lease or of the Leased Property shall be valid or
effective unless agreed to and accepted in writing by Lessor. If Lessee holds
over beyond the scheduled expiration or termination date of this Lease, the
provisions of Article 20(e) shall apply.

    


    28.           Separability.
Each provision contained in this Lease shall be separate and independent and the
breach of any such provision by Lessor shall not discharge or relieve Lessee
from its obligation to perform each obligation of this
Lease to be performed by Lessee. If any provision of this Lease or the
application thereof to any Person or circumstance shall to any extent be invalid
and unenforceable, the remainder of this Lease, or the application of such
provision to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each provision of this
Lease shall be valid and enforceable to the extent permitted by
law.

     

    
      29.           Signs;
Showing. During the eighteen-month period preceding the date on which the then
current Term of this Lease shall expire without timely renewal as to the entire
Leased Property, Lessor may (a) place signs of a size and design, and at
locations reasonably acceptable to Lessee on the grounds in front of the Leased
Property advertising that the same will be available for rent or purchase, and
(b) upon not less than twenty-four (24) hours notice to Lessee, show the Leased
Property to prospective lessees, purchasers or mortgagees and their respective
representatives during normal business hours as Lessor may elect.

      


      30.           Waiver
of Trial by Jury. To the extent permitted by law, Lessor and Lessee hereby waive
trial by jury in any litigation brought by either against the other on any
matter arising out of or in connected with this Lease or the Leased
Property.

      


      31.           Recording.
Lessor and Lessee shall execute, acknowledge, deliver and cause to be recorded
or filed or, at Lessee's expense, registered and re-recorded, refiled or
re-registered in the manner and place required by any present or future law, a
lease memorandum thereof, and all other instruments, including, without
limitation, releases and instruments of similar character, which are reasonably
requested by Lessor or Lessee as being necessary or appropriate in order to
protect their respective interests in the Leased
Property.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    32.           Miscellaneous.
This Lease shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns
permitted hereunder. Except as set forth in Article 22, nothing herein shall
restrict the right of Lessor to convey the Leased Property or interests therein
or interests in Lessor without the consent of Lessee. Recourse for the breach of
any obligation of Lessor hereunder shall be limited to Lessor's interest in the
Leased Property (including, subject to the rights of Lessor's Mortgagee, the
proceeds of any sale or other disposition of the Leased Property), and in no
event shall Lessee have recourse to Lessor personally, or its members, managers,
trustees or beneficiaries or to any other assets of Lessor. Concurrently with
the execution and delivery of this Lease, Lessee shall cause to be delivered to
Lessor and Lessor's Mortgagee an opinion of counsel to Lessee, reasonably
satisfactory in form and substance to Lessor and Lessor's Mortgagee, as to the
due authorization, execution and delivery of this Lease by Lessee and the
validity, binding effect and enforceability as to Lessee of this Lease and such
other matters relating to Lessee and this Lease as Lessor or Lessor's Mortgagee
may reasonably request. To the extent Lessor or Lessor's Mortgagee, acting in a
commercially reasonable manner, should at any time during the Term of this Lease
require any additional documents to be executed by Lessee to further document or
affirm compliance with Lessee's agreements hereunder or under any related
documents, the Lessee shall promptly comply with said request and execute such
documents, provided no such documents shall change the terms and conditions of
this Lease or the rights and obligations of Lessee and Guarantor relating to the
Leased Property. Without limiting the generality of the foregoing, in the event
Lessor's Mortgagee shall sell or syndicate all or any interest in its loan to
Lessor in a so-called "secondary market transaction", Lessee shall at its
expense cooperate with the financial advisors and rating agencies involved in
such transaction, and provide any information reasonably necessary for such
transaction and in Lessee's possession concerning the financial condition of the
Lessee and/or Guarantor (subject to paragraph 35) or the condition of 
the
Leased Property, provided that Lessee shall not be obligated to provide
information which is the subject of a confidentiality agreement with a third
party. Lessee shall, as Additional Rent, pay any reasonable in-house or outside
counsel attorneys' fees and expenses incurred by Lessor's Mortgagee and Lessor
in connection with said matters, or if Lessee shall request any modifications,
waiver or other action hereunder (without implying any obligation on Lessor's
part to consent to the same). This Lease may not be amended, changed, waived,
discharged or terminated in whole or in part in any manner other than by an
instrument in writing specifically duly executed by the party against whom
enforcement thereof is sought. No failure, delay, forbearance or indulgence on
the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, or as an acquiescence in any breach, nor
shall any single or partial exercise of any right, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. This Lease and the rights and obligations in respect
hereof shall be governed by, and construed and interpreted in accordance with,
the laws of the state within which the Leased Property is located. All headings
are for reference only and shall not be considered as part of this Lease. This
Lease may be executed in any number of counterparts, each of which shall be an
original, and such counterparts together shall constitute but one and the same
instrument. TIME IS OF THE ESSENCE as to the time periods set forth pursuant to
each provision of this Lease. Under no circumstance shall Lessor be deemed to
have acted negligently, grossly negligently or willfully merely by Lessor's
ownership of the Leased Property, and in no event shall any occurrence relating
to the Leased Property, whether negligent or willful, be imputed to Lessor by
reason of Lessor's interest in the Leased Property, it being understood that all
obligations with respect to the Leased Property are the responsibility of Lessee
under this Lease. In order to have acted negligently, grossly negligently or
willfully, Lessor must have committed an affirmative act. Whenever Lessor is
allowed or required to give its consent or approval of any matter under this
Lease or to deliver any estoppel or other instrument, Lessee's sole remedy for
Lessor's failure to give such consent or approval or instrument in accordance
with the applicable provision of this Lease shall be to compel such approval or
delivery. In no event and under no circumstance shall Lessee be entitled to any
monetary damages for such failure or to terminate or otherwise modify this
Lease. Lessor and Lessee agree that this Lease is a true lease and does not
represent a financing arrangement and that it is their intent that this Lease be
treated as an operating lease for financial accounting purposes. Each party
shall reflect the transaction represented hereby in all applicable books,
records and reports (including tax filings and financial reports) in a manner
consistent with "true lease" treatment rather than "financing"
treatment.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      33.           Right
of First Offer. Lessee shall have a right of first offer with respect to the
Leased Property (including, for purposes of this Article 33, the Existing Leased
Space during the primary terms of the Existing Leases) as hereinafter set forth.
If at any time this Lease is in full force and effect with respect to any
portion of the Leased Property, Lessor wishes to sell the Leased Property or any
portion thereof to which the Lease then applies, Lessor shall deliver to Lessee
a statement of the terms on which it is prepared to sell the Leased Property
or

    

    such
portion (the "Offer Notice"). In no event may any Offer Notice contain any terms
or provisions which either (i) would require Lessee, in order to accept such
offer, to purchase any property that was never subject to this Lease (other than
Existing Leased Space), or (ii) by their nature would effectively negate the
Lessee's ability to accept such offer, such as requiring a form of consideration
that Lessee could not provide or requiring compliance with side agreements with
which Lessee is not capable of complying. The delivery of the Offer Notice to
Lessee shall constitute a written offer by Lessor to sell the Leased Property or
such portion to Lessee upon the terms and conditions as set forth in the Offer
Notice. Provided that no Event of Default has occurred and is continuing, Lessee
may, within sixty (60) days after receipt of the Offer Notice, elect to purchase
the Leased Property or such portion on the same terms and conditions as those
set forth in the Offer Notice by delivering to Lessor within said sixty (60)
days a written acceptance of such offer together with a non-refundable deposit
equal to five percent (5%) of the gross purchase price. In no event may Lessee
elect to purchase less than the property which is the subject of the Offer
Notice, even if such property includes property to which this Lease does not
then apply so long as this Lease once applied to such property or is the
Existing Leased Space. If Lessee accepts the offer, Lessor shall convey the
Leased Property or such portion to Lessee in accordance with the provisions of
Article 15 (except that if the Offer Notice contemplates a sale subject to the
Mortgage or other Lien, the deed shall also be subject to the Mortgage or such
other Lien) and Lessee shall pay to Lessor the purchase price and other
consideration as set forth in the Offer Notice. If Lessee fails to accept the
offer within the time period herein specified, Lessee's right of first offer
under this Lease shall terminate and be null and void and Lessor shall be free,
subject to Article 22, to, but not obligated to, complete the proposed sale of
the Leased Property or such portion, provided that the terms on which such sale
is consummated are not more favorable to the purchaser (except in de minimis
respects, specifically including a purchase price no lower than 95% of the price
set forth in the Offer Notice and the purchaser may have a due diligence period
and grounds to terminate its offer for due diligence reasons, neither of which
features shall be available to Lessee) than the terms offered to Lessee pursuant
to the Offer Notice. If Lessor does not complete the sale which was the subject
of an Offer Notice within 180 days of the Offer Notice, the right of first offer
shall be reinstated and shall thereafter shall apply to each proposed sale of
Lessor's interest in the Leased Property, except as hereinafter set forth. The
term, "the right of first offer" in this paragraph shall be inapplicable to a
transfer to any person controlling, controlled by or under common control with
Lessor. The provisions of this paragraph shall not apply to or prohibit: (i) any
mortgaging, subjection to deed of trust or other hypothecation of Lessor's
interest in the Leased Property; (ii) any sale of the Leased Property pursuant
to a private power of sale, under, or judicial foreclosure of, any mortgage,
deed of trust or other security instrument or devise to which Lessor's interest
in the Leased Property is now or hereafter subject; (iii) any transfer of
Lessor's interest in the Leased Property to a mortgagee, beneficiary under deed
of trust or other holder of a security interest therein by deed in lieu of
foreclosure; or (iv) any transfer of the Leased Property to any governmental or
quasi-governmental agency with power of condemnation. Any sale subject to the
lien of the Mortgage pursuant to this Article must comply with the terms of the
Mortgage, including without limitation "special purpose entity"
requirements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    34.           Building
Name and Signage. So long as this Lease is in effect, the Leased Property shall
be known as "Lake Pointe Plaza", which name may be changed by Lessee with
Lessor's prior written consent, which shall not be unreasonably withheld,
delayed or conditioned. Subject to applicable law, Lessee may retain all signage
identifying Lessee as an occupant of the Leased Property which existed on
September 29, 2000 so long as each building on which such signage exists
continues to be subject to this Lease. There shall be no signage on the exterior
of any building on the Leased Property identifying any occupant other than
Lessee (except that which existed on September 29, 2000, and except any other
occupant which Lessee may approve in writing, such approval not to be
unreasonably withheld, delayed or conditioned, and in all event subject to
applicable law). Subject to applicable law and the terms of this Lease, Lessee
shall have the right to display signage of its own design in the interior of any
building on the Leased Property, and the exclusive right (subject to existing
signage and Lessor's consent as provided above) to display signage of its design
on the exterior of the Leased Property, including at the entrance to Fluor
Daniel Drive and over the entrances to the Leased Property. Lessee's rights
under this paragraph may be assigned to the same person to whom Lessee assigns
its interest in this Lease, as permitted by Article 18.

    


    35.           Disclosure
of Information. Notwithstanding anything to the contrary contained herein,,
Lessee and Guarantor shall not be obligated to provide or disclose to Lessor,
Lessor's Mortgagee, any prospective purchaser or mortgagee, or any other Person,
any information relating to the Lessee's or Guarantor's financial condition or
operations which has not already been publicly disclosed if Lessee or Guarantor
reasonably believes that providing or disclosing such information would require
a separate filing of such information with the Securities and Exchange
Commission.

    


    36.           Limitation
on Damages. To the extent permitted by applicable law, both parties hereto waive
any right to punitive damages and to speculative damages. The foregoing waiver
shall not limit either party's right to prove actual damages caused by the act
or omission of the other, such as, by way of example only, Lessor's liability to
its lender for premiums or penalties resulting from an Event of Default
hereunder, the loss or reduction in coverage of a residual value insurance
policy because Lessee failed to maintain the Leased Property in accordance with
the terms of the Lease, or liability to governmental agencies or private
litigants arising out of environmental contamination which was in violation of
this Lease.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, Lessor and Lessee
have caused this Lease to be duly executed and delivered as of the date first
written above.

    


    


    
      	 
      	
              LESSOR:

            
	 
      	 
      
	 
      	
              LAKEPOINTE
      ASSETS LLC

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      J. Richardson Rosenberg

            
	 
      	
              Name:

            	
              J.
      Richardson Rosenberg

            
	 
      	
              Title:

            	
              Vice
      President and Chief Financial Officer

            
	 
      	 
      	 
      
	 
      	
              LESSEE:

            
	 
      	 
      
	 
      	
              FLUOR
      ENTERPRISES INC.

            
	 
      	
              d/b/a
      Fluor Signature Services

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      W.M. Torrence

            
	 
      	
              Name:

            	
              W.M.
      Torrence

            
	 
      	
              Title:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
I

    


    DEFINITIONS

     

    Actual Knowledge by the Lessee with
respect to any matter means the present actual knowledge of such matter by an
Executive Officer after reasonable investigation and inquiry. Actual Knowledge
shall be presumed conclusively as to the content of any notice to Lessee made in
accordance with the provisions of this Lease.

    


    Additional Rent is defined in paragraph
(b) of Article 3.

    


    Affiliate of any Person means, at any
time, any other Person directly or indirectly controlling, controlled by or
under common control with, such Person. For purposes of this definition, the,
"control" (including the correlative meanings of the terms "controlling"
controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or
otherwise.

    


    Alterations is defined in paragraph (c)
of Article 10.

    


    Bankruptcy Code means Title 11 of the
United States Code or any other Federal or state bankruptcy, insolvency or
similar law, now or hereafter in effect in the United States.

    


    Basic Rent is defined in paragraph (a)
of Article 3.

    


    Basic Term is defined in paragraph (a)
of Article 2.

    


    Basic Term Expiration Date is defined
in paragraph (a) of Article 2.

    


    Business Day means any day except
Saturdays, Sundays or the days on which commercial banks located in the State of
New York are authorized or required to be closed.

    


    Building Systems means the mechanical,
electrical, computer, plumbing, security, and safety systems of the
Improvements.

    


    Casualty is defined in paragraph (a) of
Article 12.

    


    Certificate Holder means, as of any
particular date, any holder of interests that evidence ownership interests in
the assets of a trust that is holding a loan secured by a Mortgage or that is
holding participation interests in a loan secured by a Mortgage.

    


    CMBS is defined in the definition of
Lessor's Mortgagee.

    


    Credit Rating means a long term senior
unsecured debt rating of "BBB-" or better from S&P and "Baa3" or better from
Moody's.

    


    Credit Rating Downgrade means at any
time during the Term if Guarantor fails to maintain the Credit
Rating.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Default means any event, condition or
failure the occurrence or existence of which, with notice or lapse of time or
both, would become an Event of Default.

    


    Depositary is defined in paragraph (b)
of Article 12.

    


    Destruction is defined in paragraph (a)
of Article 12.

    


    Duration Limit shall mean the MCI
Duration Limit or Aetna Duration Limit (as applicable) as defined in paragraph
(b) of Article 5.

    


    EDGAR means the Securities and Exchange
Commission's Electronic Data Gathering, Analysis and Retrieval system, and any
successor system that is available to the public without charge.

    


    Environmental Laws means and includes
but shall not be limited to the Resource Conservation and Recovery Act (42
U.S.C. Section 6901 et seq.), as amended by the Hazardous and Solid Waste
Amendments of 1984, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Section 9601 et seq.), as amended by the Superfund
Amendments and Reauthorization Act of 1986, the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic Substances
Control Act (15 U.S.C.Section 2601 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.) the
Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et
seq.), the Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.)
and all applicable federal, state and local environmental laws, including
obligations under the common law, ordinances, rules and regulations, as any of
the foregoing may have been or may be from time to time amended, supplemented or
supplanted, now or hereafter existing relating to regulation or control of
Hazardous Substances or environmental protection, the impact of environmental
quality on human health and environmental safety.

    


    Environmental Site Assessment is
defined in Schedule B.

    


    Event of Default is defined in
paragraph (a) of Article 20.

    


    Existing Leases has the meaning
specified in Article 1.

    


    Existing Leased Space has the meaning
specified in Article 1.

    


    Executive Officer means the President,
Executive Vice President, Senior Vice President, Treasurer, Assistant Treasurer,
Chief Financial Officer, Director of Real Estate or if such office does not
exist, its closest equivalent.

    


    Fair Market Value means the fair market
value of the Leased Property, considered as unencumbered by this Lease, as
determined by the agreement of Lessor and Lessee. If Lessor and Lessee are
unable to agree on a Fair Market Value within ten (10) business days, then Fair
Market Value will be determined in the same manner as Market Rent as provided in
Schedule G.

    


    Governmental Authority means any
federal, state, county, municipal or other governmental or regulatory,
arbitrator, board, body, commission, court, instrumentality, or other
administrative, judicial, quasi-governmental or quasi-judicial tribunal,
authority or agency of competent authority (or private entity in lieu thereof)
having jurisdiction over the Leased Property or over
Lessor, Lessee or Guarantor insofar as the property is concerned or could be
affected, as applicable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Guarantor is defined in Article
20(a)(iii).

    


    Guarantor's Home Page means Guarantor's
internet website home page, located at www.fluor.com, and any successor
equivalent electronic site of which Lessor and Lessor's Mortgagee have been
notified in writing and which is available without charge.

    


    Guaranty means the Guaranty of Lease,
dated as of the date hereof, by Guarantor of the Lease.

    


    Hazardous Substances means (i) those
substances (whether solid, liquid or gas),included within the definitions of or
identified as "hazardous substances", "hazardous materials", or "toxic
substances" in or pursuant to, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. Section
9601 et seq.) (CERCLA), as amended by Superfund Amendments and Reauthorization
Act of 1986 (Pub. L. 99-499, 100 Stat. 1613) (SARA), the Resource Conservation
and Recovery Act of 1976 (42 U.S.C., Section 6901 et seq.) (RCRA), the
Occupational Safety and Health Act of 1970 (29 U.S.C. Section 651 et seq.)
(OSHA), and the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801
et seq., and in the regulations promulgated pursuant to said laws, all as
amended; (ii) those substances listed in the United States Department of
Transportation Table (40 C.F.R. 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) as hazardous
substances (40 C.F.R. Part 302 and amendments thereto); (iii) any material,
waste, substance, pollutant or contamination which is or contains (A) petroleum,
its derivatives, by-products and other hydrocarbons, including crude oil or any
fraction thereof, natural gas, or synthetic gas usable for fuel or any mixture
thereof, (B) asbestos and/or asbestos-containing materials in any form that is
or could become friable, (C) polychlorinated biphenyls, (D) designated as
"hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C.
Section 1251 et seq., (33 U.S.C. Section 1321) or listed pursuant to Section 307
of the Clean Water Act (33 U.S.C. Section 1317); (E) flammable explosives; (F)
radioactive materials; and (iv) such other substances, materials, wastes,
pollutants and contaminants which are or become regulated as hazardous, toxic or
"special wastes" under applicable local, state or federal law, or the United
States government, or which are classified as hazardous, toxic or as "special
wastes" under any Legal Requirements.

    


    Improvements is defined in Article
1.

    


    Indemnified Liabilities is defined in
paragraph (a) of Article 8.

    


    Indemnified Parties is defined in
paragraph (a) of Article 8.

    


    Indenture Trustee means Wells Fargo
Bank Northwest, N.A., and each successor indenture trustee, as indenture trustee
under any trust for the benefit of the Certificate Holders.

    


    Installment Payment Dates is defined in
paragraph (a) of Article 3.

    


    Insurance Premiums is defined in
paragraph (e) of Article 13.

    


    Insurance Requirements is defined in
paragraph (a) of Article 13.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Land is defined in Article
1.

    


    Leased Property is defined in Article
1.

    


    Legal Requirements means (i) all
present and future applicable laws, statutes, treaties, rules, orders,
ordinances, codes, regulations, requirements, Permits, and interpretations by,
and applicable judgments, decrees, injunctions, writs, orders and like action of
any Governmental Authority (including, without limitation, those pertaining to
the environment, parking requirements and the Americans with Disabilities Act),
whether or not such are within the present contemplation of Lessor or Lessee,
and (ii) any reciprocal easement agreement, development agreement, deed
restriction, or similar agreement, relating to the Leased Property, or the
Improvements, or the facilities or equipment thereon or therein, or the streets,
sidewalks, vaults, vault spaces, curbs and gutters adjoining the Leased
Property, or the appurtenances to the Leased Property, or the franchises and
privileges connected therewith.

    


    Lessee's Loss is defined in paragraph
(a) of Article 12.

    


    Lessor Liens is defined in Article
1.

    


    Lessor's Mortgagee means any lender
holding a Lien granted by Lessor on the Leased Property. The term "LESSOR'S
MORTGAGEE" shall include the servicer and/or trustee with respect to the pool of
collateral for any commercial mortgage-backed securities or mortgage
pass-through certificates or other securities evidencing a beneficial interest
in a rated or unrated public offering or private placement (collectively,
"CMBSS") into which pool Lessor's Mortgage or other Lien instrument covering the
Leased Property or interest in Lessor's Mortgagee or other Lien instrument has
been sold, assigned, transferred or pledged and also the issuer of such CMBSs.
Any references in this Lease to Lessor's Mortgagee at a time, if any, when there
is no Lessor's Mortgagee shall be construed to mean "Lessor's Mortgagee, if
any."

    


    Lessor Parties has the meaning
specified in paragraph (a)(i) of Article 9.

    


    Lien is defined in paragraph (a) of
Article 7.

    


    Management Agreement means either or
both of (i) the Management Agreement dated as of the date hereof between
Lakepointe Assets WCOM LLC and Lessee, and (ii) the Management Agreement dated
as of the date hereof between Lakepointe Assets AET LLC and Lessee, as the same
may from time to time be amended or replaced.

    


    Market Rent is defined in Schedule
G.

    


    Minor Addition is defined in paragraph
(e) of Article 10.

    


    Moody's means Moody's Investor
Services, Inc., and any successor thereto.

    


    Mortgage is defined in paragraph (b) of
Article 7.

    


    Net Award shall mean the entire award,
compensation, insurance proceeds or other payment, if any, by reason of or on
account of any Destruction (other
than for Lessee's Loss), less any expenses reasonably incurred by Lessor or
Lessor's Mortgagee in obtaining such award, compensation, insurance proceeds or
other payment and any cost and expense of either in connection with the
administration of the distribution of the same and not already paid (or
reimbursed to Lessor or Lessor's Mortgage), plus any investment income earned
with respect to the foregoing amounts.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Note means the Note (or Notes) of
Lessor secured by any "MORTGAGE" issued on the Leased Property from time to
time.

    


    Officer's Certificate means a
certificate executed by an Executive Officer of Lessee.

    


    Outside Restoration Date is defined in
paragraph (c) of Article 12.

    


    Overdue Rate is defined in paragraph
(b) of Article 3.

    


    Permitted Encumbrances means, with
respect to the Leased Property: (a)  rights reserved to or vested in
any municipality or public authority to condemn, appropriate, recapture or
designate a purchaser of the Leased Property; (b) any liens thereon for taxes,
assessments and other governmental charges and any liens of mechanics,
materialmen and laborers for work or services performed or material furnished in
connection with the Leased Property, which are not due and payable, or the
amount or validity of which are being contested as permitted by Article 6
hereof; (c) easements, rights-of-way, servitudes, zoning laws, use regulations,
and other similar reservations, rights and restrictions and other minor defects
and irregularities in the title to the Leased Property existing on the Term
Commencement Date or granted in accordance with Article 21 hereof; (d) the
Existing Leases, (e) the WCOM Lease and the AET Lease, (f) the Lien of any
Mortgage and any assignment of this Lease as further security for the Note
secured by such Mortgage; and (g) all other matters affecting title existing on
the date of this Lease as set forth in Schedule D.

    


    Permits means all licenses,
authorizations, certificates (including certificates of occupancy), variances,
concessions, grants, registrations, consents, permits and other approvals issued
by a Governmental Authority now or hereafter pertaining to the ownership,
management, occupancy, use, operation, Alteration or Restoration of the Leased
Property.

    


    Person means any individual,
corporation, partnership, joint venture, association, joint stock company,
trust, trustee of a trust, unincorporated organization or Governmental
Authority.

    


    Policies are defined in paragraph (a)
of Article 13.

    


    Rating Agencies mean S&P and
Moody's.

    


    Reinvestment Premium means the amount
computed in accordance with Schedule C.

    


    Renewal Term is defined in paragraph
(b) of Article 2.

    


    Restore or Restoration means if the
Leased Property suffers a Destruction by a Casualty or a Taking, to restore,
repair, replace, rebuild and/or improve the Leased Property, as nearly as
practicable, to a condition not less than the condition required to be
maintained under this Lease and a Fair
Market Value of not less than the Fair Market Value of the Leased Property
immediately before such Destruction.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Restoration Threshold Amount is defined
in paragraph (b) of Article 12.

    


    S&P means Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto.

    


    Shared Services Building means the
building constituting a part of the Leased Property and designated on the site
plan as the Shared Services Building.

    


    SNDA is defined in paragraph (b) of
Article 7.

    


    Sublessee SNDA has the meaning
specified in paragraph (i) of Article 18.

    


    Taking is defined in paragraph (a) of
Article 12.

    


    Tax and Insurance Reserve Fund is
defined in paragraph (e) of Article 13.

    


    Tax and Insurance Reserve Fund Payment
is defined in paragraph (e) of Article 13.

    


    Taxes and Impositions is defined in
paragraph (a) of Article 6.

    


    Term means the Basic Term, plus any
Renewal Term or Terms.

    


    Termination Value means the amount
computed in accordance with Schedule C.

    


    Trade Fixtures is defined in Article
11.