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Exhibit 10.1    
    


OFFICE LEASE  


between 


PGI EQUITY PARTNERS, L.P.
  (Landlord) 


and



TREATY OAK BANK
  (Tenant) 







 
 

TABLE OF CONTENTS    
    
    OFFICE LEASE



	Article
 
	 	Caption
 
	 	Page

	I	 	DEFINITIONS	 	1
	

II	
 	

PREMISES	
 	

2
	

III	
 	

TERM	
 	

2
	

IV	
 	

RENTAL	
 	

3
	

V	
 	

SECURITY DEPOSIT	
 	

9
	

VI	
 	

USE OF PREMISES	
 	

10
	

VII	
 	

UTILITIES AND SERVICES	
 	

11
	

VIII	
 	

MAINTENANCE AND REPAIRS	
 	

13
	

IX	
 	

ALTERATIONS, ADDITIONS AND IMPROVEMENTS	
 	

14
	

X	
 	

INDEMNIFICATION AND INSURANCE	
 	

16
	

XI	
 	

DAMAGE OR DESTRUCTION	
 	

18
	

XII	
 	

CONDEMNATION	
 	

19
	

XIII	
 	

RELOCATION	
 	

19
	

XIV	
 	

ASSIGNMENT AND SUBLETTING	
 	

20
	

XV	
 	

DEFAULT AND REMEDIES	
 	

22
	

XVI	
 	

ATTORNEYS' FEES: COSTS OF SUIT	
 	

25
	

XVII	
 	

SUBORDINATION AND ATTORNMENT	
 	

26
	

XVIII	
 	

QUIET ENJOYMENT	
 	

27
	

XIX	
 	

RULES AND REGULATIONS	
 	

27
	

XX	
 	

ESTOPPEL CERTIFICATES	
 	

27
	

XXI	
 	

ENTRY BY LANDLORD	
 	

28
	

XXII	
 	

LANDLORD'S LEASE UNDERTAKINGS—EXCULPATION FROM PERSONAL LIABILITY; TRANSFER OF LANDLORD'S INTEREST	
 	

29
	

XXIII	
 	

HOLDOVER TENANCY	
 	

29
	

XXIV	
 	

NOTICES	
 	

30
	

XXV	
 	

BROKERS	
 	

30
	

XXVI	
 	

COMMUNICATIONS AND COMPUTER LINES	
 	

30
	

XXVII	
 	

MISCELLANEOUS	
 	

31
	
EXHIBITS
	



Exhibit A	

 	



Floor Plan	

 	



 
	

Exhibit B	
 	

Work Letter Agreement	
 	

 
	

Exhibit C	
 	

Rules and Regulations	
 	

 
	 	 	 	 	 







	

Exhibit D	
 	

Suite Acceptance Letter	
 	

 








  



 
 

OFFICE LEASE


        THIS
OFFICE LEASE ("Lease"), dated as of                            , 2004, is made and entered into by and between
PGI EQUITY PARTNERS,
L.P.., a Texas limited partnership, ("Landlord") and TREATY OAK BANK, a Texas corporation, with offices located at 3811 Bee
Caves Road, Suite 209, Austin, Texas, 78746 ("Tenant") upon the following terms and conditions: 


ARTICLE I—DEFINITIONS


        Unless
the context otherwise specifies or requires, the following terms shall have the meanings specified herein; 



        1.01    Building.    The term "Building" shall mean that certain
office building located at 101 Westlake Drive, Austin, Texas, commonly known as The Treaty Oak Financial Building, together with any related land, improvements, parking facilities, common areas,
driveways, sidewalks and landscaping. 


        1.02    Premises.    The term "Premises" shall mean Suite 110 in the
Building, as more particularly outlined on the drawing attached hereto as Exhibit A and incorporated herein by reference. As used herein,
"Premises" shall not include any storage area in the Building, which shall be leased or rented pursuant to separate agreement. 


        1.03    Rentable Area of the Premises.    The term "Rentable Area of
the Premises" shall mean 7,000 square feet, which Landlord and Tenant have stipulated as the Rentable Area of the Premises. Tenant acknowledges that the Rentable Area of the Premises includes the
usable area of the premises, without deduction for columns or projections, multiplied by a load factor to reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility,
janitorial, boiler and service rooms and closets, restrooms and other public, common and service areas of the Building. 


        1.04    Lease Term.    The term "Lease Term" shall mean the period
between the Commencement Date and the Expiration Date (as such terms are hereinafter defined), unless sooner terminated as otherwise provided in this Lease. 



        1.05    Commencement Date.    The term "Commencement Date" shall mean
the earlier of (i) the date upon which Tenant first takes occupancy of the Premises for the conduct of business or (ii) the date upon which Landlord's Work (as described in
Exhibit B annexed hereto) is substantially complete or (iii) May 1, 2004. 


        1.06    Expiration Date.    The term "Expiration Date" shall mean the
last day of the 180th month following the Commencement Date. 



        1.07    Base Rent.    The term "Base Rent" shall mean: 



	Period
 
	 	Annual
	 	Monthly
	 	Rate Per Square Foot

	Months 1-24	 	$	147,000.00	 	$	12,250.00	 	$	21.00
	Months 25-48	 	$	150,500.00	 	$	12,541.67	 	$	21.50
	Months 49-60	 	$	154,000.00	 	$	12,833.33	 	$	22.00
	Months 61-120	 	$	161,000.00	 	$	13,416.67	 	$	23.00
	Months 121-180	 	$	168,000.00	 	$	14,000.00	 	$	24.00






        1.08    Tenant's Percentage Share.    The term "Tenant's Percentage
Share" shall mean 46.67% and shall be used to calculate increases in Property Taxes and Operating Expenses (as such terms are hereinafter defined) payable by Tenant. Landlord may reasonably
redetermine Tenant's Percentage Share from time to time to reflect reconfigurations, additions or modifications to the Building. 


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        1.09    Security Deposit.    $12,250.00 


        1.10    Tenant's Permitted Use.    The term "Tenant's Permitted Use"
shall mean general and executive offices including the sharing, subletting and/or other similar usage by Tenant's subsidiary, affiliate and/or parent companies, and for no other use or purpose
whatsoever. 


        1.11    Business Hours.    The term "Business Hours" shall mean the
hours of 8:00 A.M. to 6:00 P.M., Monday through Friday, and 8:00 A.M. to 12:00 P.M., Saturdays (federal and state holidays excepted). 


        1.12    Landlord's Address For Notices.    The term "Landlord's
Address for Notices" shall mean P.O. Box 162905, Austin, Texas, 78716, Attention: Terry W. Hamann, with a copy to the Property Manager, at the Building. 



        1.13    Tenant's Address For Notices.    The term "Tenant's Address
for Notices" shall mean 101 Westlake Drive, Suite 110, Austin, Texas 78746. Attention: Jeffrey L. Nash. 


ARTICLE II—PREMISES


        2.01    Lease of Premises.    Landlord hereby leases the Premises to
Tenant, and Tenant hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. On the Commencement Date described herein, Landlord shall deliver
the Premises to Tenant in substantial conformance with the Work Letter Agreement attached hereto as Exhibit B. 


        2.02    Acceptance of Premises.    Tenant acknowledges that Landlord
has not made any representation or warranty with respect to the condition of the Premises or the Building or with respect to the suitability or fitness of either for the conduct of Tenant's Permitted
Use or for any other purpose. Prior to Tenant's taking possession of the Premises, Landlord or its designee and Tenant will walk the Premises for the purpose of reviewing the condition of the Premises
(and the condition of completion and workmanship of any tenant improvements which Landlord is required to construct in the Premises pursuant to this Lease); after such review, Tenant shall execute a
Suite Acceptance Letter, in the form of Exhibit D attached hereto, accepting the Premises. Except as is expressly set forth in this
Section 2.02 or the Work Letter Agreement attached hereto, or as may be expressly set forth in the Suite Acceptance Letter, Tenant agrees to accept the Premises in its "as is" physical
condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements (or to provide any allowance for same). 


ARTICLE III—TERM


        3.01    Initial Term.    The Lease Term shall be for the period
described in Section 1.04 of this Lease, commencing on the Commencement Date described in Section 1.05 of this Lease and ending on the Expiration Date described in Section 1.06 of
this Lease. Landlord shall not have any liability or suffer any damages for its failure to deliver possession of the Premises on any date certain. 


2





 

        Notwithstanding
the generality of the foregoing, subject to events of force majeure set forth in Section 27.04 and Tenant caused delays, in the event that Landlord fails to
deliver the Premises in the condition required by this Lease by the date which shall be sixty (60) days following full execution and delivery of this Lease to each party, Tenant shall be
entitled to one day of free Base Rent for every day that Landlord is delayed for failure to deliver the Premises in the condition required by this Lease. If Landlord fails to deliver the Premises in
the condition required by this Lease by the date which shall be one hundred eighty (180) days following full execution and delivery of this Lease (regardless of force majeure delays but subject
to Tenant caused delays), Tenant shall have the option to terminate this Lease at any time thereafter (but prior to delivery of the Premises), upon not less than thirty (30) days written notice
to Landlord. If Tenant exercises such option, this Lease shall terminate at the end of such thirty (30) day period (or on such later termination date as may be specified in Tenant's notice of
exercise) unless Landlord delivers the Premises in the required condition prior to such date. If this Lease is so terminated, the parties shall be released of all further liability as respects each to
the other. 


ARTICLE IV—RENTAL


        4.01    Definitions.    As used herein, 



        (A)  "Base
Year" shall mean calendar year 2004. 


        (B)  "Property
Taxes" shall mean the aggregate amount of all real estate taxes, assessments (whether they be general or special), sewer rents and charges, transit taxes,
taxes based upon the receipt of rent and any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise taxes, capital stock,
inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord's gross income or profits, unless the same shall be imposed in lieu of real estate taxes or other ad valorem taxes),
which Landlord shall pay or become obligated to pay in connection with the Building, or any part thereof. Property Taxes shall also include all fees and costs, including attorneys' fees, appraisals
and consultants' fees, incurred by Landlord in seeking to obtain a reassessment, reduction of, or a limit on the increase in, any Property Taxes, regardless of whether any reduction or limitation is
obtained. Property Taxes for any calendar year shall be Property Taxes which are due for payment or paid in such year, rather than Property Taxes which are assessed or become a lien during such year.
Property Taxes shall include any tax, assessment, levy, imposition or charge imposed upon Landlord and measured by or based in whole or in part upon the Building or the rents or other income from the
Building, to the extent that such items would be payable if the Building was the only property of Landlord subject to same and the income received by Landlord from the Building was the only income of
Landlord. Property Taxes shall also include any personal property taxes imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances of Landlord used in connection
with the Building and located in the Building. 


        (C)  "Operating
Expenses" shall mean all costs, fees, disbursements and expenses paid or incurred by or on behalf of Landlord in the operation, ownership, maintenance,
insurance, management, replacement and repair of the Building (excluding Property Taxes) including without limitation: 



          (i)  Premiums
for property, casualty, liability, rent interruption or other types of insurance carried by Landlord. 




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         (ii)  Salaries,
wages and other amounts paid or payable for personnel including the Building manager, superintendent, operation and maintenance staff, and other employees of
Landlord involved in the maintenance and operation of the Building, including contributions and premiums towards fringe benefits, unemployment, disability and worker's compensation insurance, pension
plan contributions and similar premiums and contributions and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning of
any portion of the Building. 


        (iii)  Cleaning
expenses, including without limitation janitorial services, window cleaning, and garbage and refuse removal. 


        (iv)  Landscaping
expenses, including without limitation irrigating, trimming, mowing, fertilizing, seeding, and replacing plants. 


         (v)  Heating,
ventilating, air conditioning and steam/utilities expenses, including fuel, gas, electricity, water, sewer, telephone, and other services. 



        (vi)  Subject
to the provisions of Section 4.01(C)(xii) below, the cost of maintaining, operating, repairing and replacing components of equipment or machinery,
including without limitation heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy management systems, including
service contracts, maintenance contracts, supplies and parts. 


       (vii)  Other
items of repair or maintenance of elements of the Building. 


      (viii)  The
costs of policing, providing security for and supervising the Building. 


        (ix)  Fair
market rental and other costs with respect to the management office for the Building. 


         (x)  The
cost of the rental of any machinery or equipment and the cost of supplies used in the maintenance and operation of the Building. 


        (xi)  Audit
fees and the cost of accounting services incurred in (a) the preparation of statements referred to in this Lease and financial statements, and
(b) the computation of the rents and charges payable by tenants of the Building. 


       (xii)  Capital
expenditures (a) made primarily to reduce Operating Expenses, or to comply with any laws or other governmental requirements, or (b) for
replacements (as opposed to additions or new improvements) of non-structural items located in the common areas of the property required to keep such areas in good condition; provided, all
such permitted capital expenditures (together with reasonable financing charges) shall be amortized for purposes of this Lease over the shorter of (x) their useful lives, (y) the period
during which the reasonably estimated savings in Operating Expenses equals the expenditures, or (z) three (3) years. 


      (xiii)  Legal
fees and expenses. 


      (xiv)  Payments
under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any planned development. 


       (xv)  A
fee for the administration and management of the Building as reasonably determined by Landlord from time to time. 




4





 






Operating
Expenses shall not include costs of alteration of the premises of tenants of the Building, depreciation charges, interest and principal payments on mortgages, ground rental payments, real
estate brokerage and leasing commissions, expenses incurred in enforcing obligations of tenants of the Building, salaries and other compensation of executive officers of the managing agent of the
Building senior to the Building manager, costs of any special service provided to any one tenant of the Building but not to tenants of the Building generally, and costs of marketing or advertising the
Building. 


Furthermore,
Operating Expenses shall not include expenditures for any of the following: 



	1.
	Costs
(including permit, license, and inspection fees) incurred in renovating, improving, decorating, painting or redecorating vacant space or space for tenants;



	2.
	Landlord's
cost of electricity or other services sold or provided to tenants, other than Tenant, for which Landlord is to be reimbursed as a charge over the rent and additional rent
payable under the lease with that tenant;



	3.
	Costs
incurred because another tenant violated the terms of its lease;



	4.
	Overhead
and profit paid to subsidiaries or affiliates of Landlord for management or other services (acknowledging that a commercially reasonable management fee is part of Operating
Expenses) on or to the Building or for supplies or other materials, to the extent that the costs of the services, supplies or materials exceed the reasonable and customary costs of the services,
supplies or materials had they not been provided by a subsidiary or affiliate;



	5.
	Repairs
or other work needed because of fire, windstorm, or other casualty or cause insured against by Landlord or to the extent Landlord's insurance required under this Lease (if such
insurance were at full replacement cost) would have provided insurance, whichever is the greater coverage;



	6.
	Costs
of correcting defects in or inadequacy of the initial design of the Building;



	7.
	Any
costs, fines, or penalties incurred because Landlord violated a governmental rule or authority;



	8.
	Penalties
incurred because Landlord was late in making any payment for which Landlord was responsible, such as (but not limited to) taxes or payments under an equipment lease;



	9.
	Advertising
and promotional expenses;



	10.
	Expenses
in connection with services or other benefits of a type which are not provided to Tenant but which are provided to another tenant or occupant;



	11.
	Costs
of correcting or repairing defects in the Building and/or any associated parking facilities, and/or equipment or the replacement of defective equipment, to the extent all of the
foregoing costs are covered by warranties of manufacturers, suppliers or contractors, or are otherwise borne by parties other than Landlord;



	12.
	Compensation
paid to clerks, attendants or other persons in commercial concessions operated by Landlord;



	13.
	Contributions
to any so-called "reserve" fund or the like;



	14.
	Legal
and other expenses incurred in negotiating or enforcing the terms of any tenant lease;



	15.
	Expenses
for restoration of the Building required as a result of condemnation, to the extent Landlord receives condemnation proceeds or any similar award; 




5





 


	16.
	Costs
for sculpture, paintings or other works of art in excess of $5,000 per year;



	17.
	Any
expenses for which Landlord receives reimbursement from any tenant or any other party (other than pursuant to a general sharing of costs such as Property Taxes or Operating
Expenses);



	18.
	Legal
fees, space planners' fees, brokers' commissions, and other related costs incurred by Landlord in connection with leasing space and negotiating leases in the Building;



	19.
	Costs
associated with the operation of the business of the entity which constitutes Landlord (such as Landlord's general partnership overhead and general administrative overhead) as
the same is distinguished from the costs of operation of the Building;



	20.
	Costs
of capital expenses or improvements, except as expressly permitted in Section 4.01(C)(xii);



	21.
	Depreciation
on the Building;



	22.
	Landlord's
general overhead expenses not related to the Building;



	23.
	Payment
of principal and/or interest on debt or amortization payments and the costs of expenses associated with obtaining any mortgage or mortgages executed by Landlord covering the
Building or the Premises (or any portion of either), rental concessions or negative cash flow guaranties, and rental payments under any ground or underlying leases or lease;



	24.
	Contributions
to charitable organizations;



	25.
	Rentals
and other related expenses incurred in leasing air conditioning systems, elevators, or other equipment ordinarily considered to be of a capital nature, except equipment which
is used in providing janitorial services and which is not affixed to the Building, and except for security or emergency HVAC equipment;



	26.
	Costs
of installing, operating, or maintaining any specialty service operated by or under Landlord including, without limitation, cafeterias, clubs, exercise facilities, smoking
rooms, day care centers, or restaurants;



	27.
	Costs
incurred in removing the property of former tenants or occupants of the Building;



	28.
	Consulting
costs and expenses incurred by Landlord except and to the extent the same relate directly to the management or operation of the Building;



	29.
	Costs
or fees relating to the defense of Landlord's title to or interest in the Building, or any part thereof;



	30.
	Depreciation
charges, other "non-cash" expense items or amortization, except for amortization charges permitted in Section 4.01(C)(xii) hereof; and



	31.
	Any
other expense or cost which under generally accepted accounting principles and practices consistently applied would not be considered a normal maintenance or operating expense of
the Building. 





        (D)  If
the Building does not have one hundred percent (100%) occupancy during an entire calendar year, including the Base Year, then the variable cost component of "Property
Taxes" and "Operating Expenses" shall be equitably adjusted so that the total amount of Property Taxes and Operating Expenses equals the total amount which would have been paid or incurred by Landlord
had the Building been one hundred percent (100%) occupied for the entire calendar year. In no event shall Landlord be entitled to receive from Tenant and any other tenants in the Building an aggregate
amount in excess of actual Operating Expenses as a result of the foregoing provision. 



6





 

        4.02    Base Rent.    During the Lease Term, Tenant shall pay to
Landlord as rental for the Premises the Base Rent described in Section 1.07 above, together with the following adjustments (herein called the "Rent Adjustments"): 



        During
each calendar year subsequent to the Base Year, the Base Rent payable by Tenant to Landlord shall be increased by (collectively, the "Tax and Operating Expense Adjustment"):
(i) Tenant's Percentage Share of the total dollar increase, if any, in Property Taxes for such year over Property Taxes for the Base Year; and (ii) Tenant's Percentage Share of the total
dollar increase, if any, in Operating Expenses paid or incurred by Landlord during such year over Operating Expenses paid or incurred by Landlord during the Base Year. A decrease in Property Taxes or
Operating Expenses below the Base Year amounts shall not decrease the amount of the Base Rent due hereunder or give rise to a credit in favor of Tenant. 




        4.03    Adjustment Procedure; Estimates.    The Tax and Operating
Expense Adjustment specified in Section 4.02 above shall be determined and paid as follows: 



        (A)  During
each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under
Section 4.02 for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of
such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such
year shall be based upon such revised estimate. 


        (B)  Within
one hundred twenty (120) days after the close of each calendar year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement
of that year's Property Taxes and Operating Expenses, and the actual Tax and Operating Expense Adjustment to be made pursuant to Section 4.02 for such calendar year, as determined by Landlord
(the "Landlord's Statement") and such Landlord's Statement shall be binding upon Tenant, except as provided in Section 4.04 below. If the amount of the actual Tax and Operating Expense
Adjustment is more than the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement. If the amount of the actual Tax
and Operating Expense Adjustment is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant
under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of
Landlord's right to payment under Section 4.02 above. 


        (C)  If
this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to
Section 4.02 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the
termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Section 4.03(B) to be performed after such termination. 



7





 





        4.04    Review of Landlord's Statement.    Provided that Tenant is not
then in default beyond any applicable cure period of its obligations to pay Base Rent or any other payments required to be made by it under this Lease and provided further that Tenant strictly
complies with the provisions of this Section 4.04, Tenant shall have the right, once each calendar year, to reasonably review supporting data for any portion of a Landlord's Statement
(provided, however, Tenant may not have an audit right to all documentation relating to Building operations as this would far exceed the relevant information necessary to properly document a
pass-through billing statement, but real estate tax statements, and information on utilities, repairs, maintenance and insurance will be available), in accordance with the following
procedure: 



        (A)  Tenant
shall, within ten (10) business days after any such Landlord's Statement is delivered, deliver a written notice to Landlord specifying the portions of the
Landlord's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all amounts due from Tenant to Landlord as specified in the Landlord's Statement. Except as
expressly set forth in subsection (C) below, in no event shall Tenant be entitled to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including,
without limitation, Tenant's obligation to make all payments of Base Rent and all payments of Tenant's Tax and Operating Expense Adjustment) pending the completion of and regardless of the results of
any review of records under this Section 4.04. The right of Tenant under this Section 4.04 may only be exercised once for any Landlord's Statement, and if Tenant fails to meet any of the
above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section 4.04 for a particular Landlord's Statement shall be deemed waived. 



        (B)  Tenant
acknowledges that Landlord maintains its records for the Building at Landlord's manager's corporate offices presently located at the address set forth in
Section 1.12 and Tenant agrees that any review of records under this Section 4.04 shall be at the sole expense of Tenant and shall be conducted by an independent firm of certified public
accountants of national standing. Tenant acknowledges and agrees that any records reviewed under this Section 4.04 constitute confidential information of Landlord, which shall not be disclosed
to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review. The disclosure of such information to any other person, whether or not
caused by the conduct of Tenant, shall constitute a material breach of this Lease. 



        (C)  Any
errors disclosed by the review shall be promptly corrected by Landlord, provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall
have the right to cause another review to be made by an independent firm of certified public accountants of national standing. In the event of a disagreement between the two accounting firms, the
review that discloses the least amount of deviation from the Landlord's Statement shall be deemed to be correct. In the event that the results of the review of records (taking into account, if
applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against
Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment. In the event that such results show that Tenant has underpaid its obligations for a preceding
period, Tenant shall be liable for Landlord's actual accounting fees, and the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of
estimated Tax and Operating Expense Adjustment. 



8





 





        4.05    Payment.    Concurrently with the execution hereof, Tenant
shall pay Landlord Base Rent for the first calendar month of the Lease Term. Thereafter the Base Rent described in Section 1.07 shall be payable in advance on the first day of each calendar
month. If the Commencement Date is other than the first day of a calendar month, the prepaid Base Rent for such partial month shall be prorated in the proportion that the number of days this Lease is
in effect during such partial month bears to the total number of days in the calendar month. All Rent, and all other amounts payable to Landlord by Tenant pursuant to the provisions of this Lease,
shall be paid to Landlord, without notice, demand, abatement, deduction or offset, in lawful money of the United States at Landlord's office in the Building or to such other person or at such other
place as Landlord may designate from time to time by written notice given to Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed
to be other than a payment on account; nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence an accord and satisfaction;
and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided. 



        4.06    Late Charge; Interest.    Tenant acknowledges that the late
payment of Base Rent or any other amounts payable by Tenant to Landlord hereunder (all of which shall constitute additional rental to the same extent as Base Rent) will cause Landlord to incur
administrative costs and other damages, the exact amount of which would be impracticable or extremely difficult to ascertain. Landlord and Tenant agree that if Landlord does not receive any such
payment on or before five (5) days after the date the payment is due, Tenant shall pay to Landlord, as additional rent, (a) a late charge equal to five percent (5%) of the overdue amount
to cover such additional administrative costs; and (b) interest on the delinquent amounts at the lesser of the maximum rate permitted by law if any or twelve percent (12%) per annum from the
date due to the date paid. 


        4.07    Additional Rent.    For purposes of this Lease, all amounts
payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute additional rental hereunder. Such additional rental, together with the Base Rent and Rent
Adjustments, shall sometimes be referred to in this Lease as "Rent". 



        4.08    Rent Taxes.    Notwithstanding anything in the Lease to the contrary, Tenant shall pay
any rent, sales, service, transfer or value added tax, or any other applicable tax on the Rent or services herein or otherwise respecting this Lease (and such taxes shall not be included in Property
Taxes). 


ARTICLE V—SECURITY DEPOSIT


        5.01 Upon
the execution of this Lease, Tenant shall deposit with Landlord the Security Deposit described in Section 1.09 above. The Security Deposit is made by Tenant
to secure the faithful performance of all the terms, covenants and conditions of this Lease to be performed by Tenant. If Tenant shall default with respect to any covenant or provision hereof,
Landlord may use, apply or retain all or any portion of the Security Deposit to cure such default or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so
uses or applies all or any portion of the Security Deposit, Tenant shall immediately upon written demand deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the full
amount hereinabove stated. Landlord shall not be required to keep the Security Deposit separate from its general accounts and Tenant shall not be entitled to interest on the Security Deposit. Within
thirty (30) days after the expiration of the Lease Term and the vacation of the Premises by Tenant, the Security Deposit, or such part as has not been applied to cure the default, shall be
returned to Tenant. 


9





 
ARTICLE VI—USE OF PREMISES



        6.01    Tenant's Permitted Use.    Tenant shall use the Premises only
for Tenant's Permitted Use as set forth in Section 1.10 above and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain all
governmental licenses and permits required to allow Tenant to conduct Tenant's Permitted Use. Landlord disclaims any warranty that the Premises are suitable for Tenant's use and Tenant acknowledges
that it has had a full opportunity to make its own determination in this regard. 



        6.02    Compliance With Laws and Other Requirements.    



        (A)  Tenant
shall cause the Premises to comply in all material respects with all laws, ordinances, regulations and directives of any governmental authority having
jurisdiction including, without limitation, any certificate of occupancy and any law, ordinance, regulation, covenant, condition or restriction affecting the Building or the Premises which in the
future may become applicable to the Premises (collectively "Applicable Laws"). 


Notwithstanding
anything to the contrary contained in this Lease, Tenant shall not be required to comply with such Applicable Laws unless compliance is required (i) solely due to Tenant's
manner of use of the Premises (as distinguished from the use permitted in Section 1.09 hereof) or (ii) from improvements, alterations or installations at the Premises made by or at the
request of Tenant or (iii) any breach by Tenant of any material term or condition hereof. Except as aforesaid, Landlord shall be responsible for ensuring that the Premises and the common areas
of the Building are in compliance with all Applicable Laws. 


        (B)  Tenant
shall not use the Premises, or permit the Premises to be used, in any manner which: (a) violates any Applicable Law; (b) causes or is reasonably
likely to cause damage to the Building or the Premises; (c) violates a requirement or condition of any fire and extended insurance policy covering the Building and/or the Premises, or increases
the cost of such policy; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Building or its equipment, facilities
or systems; (e) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone or other communication signals by antennae
or other facilities located in the Building; or (f) violates the Rules and Regulations described in Article XIX. 




        6.03    Hazardous Materials.    



        (A)  No
Hazardous Materials, as defined herein, shall be Handled, as also defined herein, upon, about, above or beneath the Premises or any portion of the Building by or on
behalf of Tenant, its subtenants or its assignees, or their respective contractors, clients, officers, directors, employees, agents, or invitees. Any such Hazardous Materials so Handled shall be known
as Tenant's Hazardous Materials. Notwithstanding the foregoing, normal quantities of Tenant's Hazardous Materials customarily used in the conduct of general administrative and executive office
activities (e.g., copier fluids and cleaning supplies only) may be Handled at the Premises without Landlord's prior written consent. Tenant's Hazardous Materials shall be Handled at all times in
compliance with the manufacturer's instructions therefor and all applicable Environmental Laws, as defined herein. 



10





 

        (B)  Notwithstanding
the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, at its sole cost and expense, promptly take all actions required by
any Regulatory Authority, as defined herein, or necessary for Landlord to make full economic use of the Premises or any portion of the Building, which requirements or necessity arises from the
Handling of Tenant's Hazardous Materials upon, about, above or beneath the Premises or any portion of the Building. Such actions shall include, but not be limited to, the investigation of the
environmental condition of the Premises or any portion of the Building, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work.
Tenant shall take all actions necessary to restore the Premises or any portion of the Building to the condition existing prior to the introduction of Tenant's Hazardous Materials, notwithstanding any
less stringent standards or remediation allowable under applicable Environmental Laws. Tenant shall nevertheless obtain Landlord's written approval prior to undertaking any actions required by this
Section, which approval shall not be unreasonably withheld so long as such actions would not potentially have a material adverse long-term or short-term effect on the Premises,
any portion of the Building or any other tenants of the Building. 


        (C)  Tenant
agrees to execute affidavits, representations, and the like from time to time at Landlord's request stating Tenant's best knowledge and belief regarding the
presence of Hazardous Materials on the Premises. 


        (D)  "Environmental
Laws" means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings, orders, decrees, directives,
policies and requirements of any Regulatory Authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment. 


        (E)  "Hazardous
Materials" means: (a) any material or substance: (i) which is defined or becomes defined as a "hazardous substance", "hazardous waste,"
"infectious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof; (iii) containing
polychlorinated biphenyls (PCB's); (iv) containing asbestos; (v) which is radioactive; (vi) which is infectious; or (b) any other material or substance displaying toxic,
reactive, ignitable or corrosive characteristics, as all such terms are used in their broadest sense, and are defined, or become defined by Environmental Laws; or (c) materials which cause a
nuisance upon or waste to the Premises or any portion of the Building. 


        (F)  "Handle,"
"handle," "Handled," "handled," "Handling," or "handling" shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge,
release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials. 



        (G)  "Regulatory
Authority" shall mean any federal, state or local governmental agency, commission, board or political subdivision. 



ARTICLE VII—UTILITIES AND SERVICES


        7.01    Building Services.    As long as Tenant is not in monetary
default under this Lease, Landlord agrees to furnish or cause to be furnished the following utilities and services, subject to the conditions and standards set forth herein: 



        (A)  Non-attended
automatic elevator service (if the Building has such equipment serving the Premises), in common with Landlord and other tenants and occupants
and their agents and invitees. 



11





 

        (B)  During
Business Hours, such air conditioning, heating and ventilation as, in Landlord's reasonable judgment, are required for the comfortable use and occupancy of the
Premises; provided, however, that if Tenant shall require heating, ventilation or air conditioning in excess of that which Landlord shall be required to provide hereunder, Landlord may provide such
additional heating, ventilation or air conditioning at such rates and upon such additional conditions as shall be determined by Landlord from time to time. 


        (C)  Water
for rest room purposes in the common areas of the Building. 


        (D)  Reasonable
janitorial and cleaning services, provided that the Premises are used exclusively for office purposes and are kept reasonably in order by Tenant. If the
Premises are not used exclusively as offices, Landlord, at Landlord's sole discretion, may require that the Premises be kept clean and in order by Tenant, at Tenant's expense, to the satisfaction of
Landlord and by persons approved by Landlord; and, in all events, Tenant shall pay to Landlord the cost of removal of Tenant's refuse and rubbish, to the extent that the same exceeds the refuse and
rubbish attendant to normal office usage. 


        (E)  Parking
shall be provided at no cost to Tenant. Tenant acknowledges and agrees that all such parking shall be conducted on a "first come, first serve" basis (i.e., there
shall be no reserved parking spaces specifically designated for Tenant's sole use, and there are no assurances that such spaces will be protected from the elements by a roof or other overhead cover). 


        F)    At
all reasonable times, electric current as required for building standard lighting and fractional horsepower office machines; provided, however, that:
(i) without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any computers, word processors, electronic data processing equipment or other type of
equipment or machines which will increase Tenant's use of electric current in excess of that which Landlord is obligated to provide hereunder (provided, however, that the foregoing shall not preclude
the use of personal computers or similar office equipment); (ii) if Tenant shall require electric current which may disrupt the provision of electrical service to other tenants, Landlord may
refuse to grant its consent or may condition its consent upon Tenant's payment of the cost of installing and providing any additional facilities required to furnish such excess power to the Premises
and upon the installation in the Premises of electric current meters to measure the amount of electric current consumed, in which latter event Tenant shall pay for the cost of such meter(s) and the
cost of installation, maintenance and repair thereof, as well as for all excess electric current consumed at the rates charged by the applicable local public utility, plus a reasonable amount to cover
the additional expenses incurred by Landlord in keeping account of the electric current so consumed; and (iii) if Tenant's increased electrical requirements will materially affect the
temperature level in the Premises or the Building, Landlord's consent may be conditioned upon Tenant's requirement to pay such amounts as will be incurred by Landlord to install and operate any
machinery or equipment necessary to restore the temperature level to that otherwise required to be provided by Landlord, including but not limited to the cost of modifications to the air conditioning
system. Landlord shall not, in any way, be liable or responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for any reasons beyond Landlord's reasonable control,
either the quantity or character of electric service is changed or is no longer available or suitable for Tenant's requirements. Tenant covenants that at all times its use of electric current shall
never exceed the capacity of the feeders, risers or electrical installations of the Building. If submetering of electricity in the Building is not permitted under future laws or regulations or if
Landlord elects, in its sole discretion, not to allow submetering, the Rent will then be equitably and periodically adjusted to include an additional payment to Landlord reflecting the cost to
Landlord for furnishing electricity to Tenant in the Premises. 



12





 




Any
amounts which Tenant is required to pay to Landlord pursuant to this Section 7.01 shall be payable upon demand by Landlord and shall constitute additional rent. 




        7.02    Interruption of Services.    Landlord shall not be liable for
any failure to furnish, stoppage of, or interruption in furnishing any of the services or utilities described in Section 7.01, when such failure is caused by accident, breakage, repairs,
strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord's
reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend Tenant's obligation to pay Base Rent and additional rent
required under this Lease or constitute or be construed as a constructive or other eviction of Tenant. Further, in the event any governmental authority or public utility promulgates or revises any
law, ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction of automobile or
other emissions, or the provision of any other utility or service, Landlord may take any reasonably appropriate action to comply with such law, ordinance, rule, regulation, mandatory control or
voluntary guideline and Tenant's obligations hereunder shall not be affected by any such action of Landlord. The parties acknowledge that safety and security devices, services and programs provided by
Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or
security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant's property and interests, and Tenant shall
obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses, as further described in this Lease. Tenant agrees to cooperate in any reasonable safety
or security program developed by Landlord or required by Law. 


        Notwithstanding
the generality of the foregoing, in the event that the negligent actions or willful misconduct of Landlord or its agents, employees or contractors cause the utilities
servicing the Premises to be interrupted, impaired or terminated, or Landlord fails to provide any of the other services set forth in this ARTICLE VII for any reason except as above set forth in this
Section 7.02, and such interruption, impairment, termination or failure prevents Tenant from using all or any material portion of the Premises (and Tenant in fact closes for business from such
affected portion of the Premises) for a period in excess of three (3) consecutive days, then in such event, Tenant shall be entitled to an abatement of all Rent for the period thereafter until
Tenant is able to open for business upon the Premises or the utility or other service is substantially restored, whichever is the sooner. If a portion of the Premises remains usable during such
period, then the Rent shall be abated in proportion to the degree of interference with Tenant's use of the Premises. In no event, however, shall Tenant be entitled to any abatement of Rent if such
interruption, impairment, termination or failure is attributable in any way to Tenant, its employees, contractors or agents or to factors beyond the reasonable control of Landlord. 


ARTICLE VIII—MAINTENANCE AND REPAIRS


        8.01    Landlord's Obligations.    Except as provided in Sections 8.02
and 8.03 below, Landlord shall maintain the Building in reasonable order and repair throughout the Lease Term; provided, however, that Landlord shall not be liable for any failure to make any repairs
or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need for such repairs or maintenance is given to Landlord by Tenant. Except as
provided in Article XI, there shall be no abatement of Rent, nor shall there be any liability of Landlord, by reason of any injury or inconvenience to, or interference with, Tenant's business
or operations arising from the performing of, or failure to perform, any maintenance or repairs in or to any portion of the Building. 


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        8.02    Tenant's Obligations.    During the Lease Term, Tenant shall,
at its sole cost and expense, maintain the Premises in good order and repair (including, without limitation, the carpet, wall-covering, doors, plumbing and other fixtures, equipment,
alterations and improvements, whether installed by Landlord or Tenant). Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any
portion of the Building or the Premises caused by (a) Tenant's activities in the Building or the Premises; (b) the performance or existence of any alterations, additions or improvements
made by Tenant in or to the Premises whether or not same have been approved by Landlord; (c) the installation, use, operation or movement of Tenant's property in or about the Building or the
Premises; or (d) any act or omission by Tenant or its officers, partners, employees, agents, contractors or invitees. 


        8.03    Landlord's Rights.    Landlord and its contractors shall have
the right, at all reasonable times and upon prior oral or telephonic notice to Tenant at the Premises, other than in the case of any emergency in which case no notice shall be required, to enter upon
the Premises to make any repairs to the Premises or the Building reasonably required or deemed reasonably necessary by Landlord and to erect such equipment, including scaffolding, as is reasonably
necessary to effect such repairs. 


ARTICLE IX—ALTERATIONS, ADDITIONS AND IMPROVEMENTS


        9.01    Landlord's Consent; Conditions.    Tenant shall not make or
permit to be made any alterations, additions, or improvements in or to the Premises ("Alterations") without the prior written consent of Landlord, which consent, with respect to
non-structural alterations, shall not be unreasonably withheld. Landlord may impose as a condition to making any Alterations such requirements as Landlord in its sole discretion deems
necessary or desirable including without limitation: Tenant's submission to Landlord, for Landlord's prior written approval, of all plans and specifications relating to the Alterations; Landlord's
prior written approval of the time or times when the Alterations are to be performed; Landlord's prior written approval of the contractors and subcontractors performing work in connection with the
Alterations; employment of union contractors and subcontractors who shall not cause labor disharmony; Tenant's receipt of all necessary permits and approvals from all governmental authorities having
jurisdiction over the Premises prior to the construction of the Alterations; Tenant's delivery to Landlord of such bonds and insurance as Landlord shall reasonably require; and Tenant's payment to
Landlord of all costs and expenses incurred by Landlord because of Tenant's Alterations, including but not limited to costs incurred in reviewing the plans and specifications for, and the progress of,
the Alterations. Tenant is required to provide Landlord written notice of whether the Alterations include the Handling of any Hazardous Materials and whether these materials are of a customary and
typical nature for industry practices. Upon completion of the Alterations, Tenant shall provide Landlord with copies of as-built plans. Neither the approval by Landlord of plans and
specifications relating to any Alterations nor Landlord's supervision or monitoring of any Alterations shall constitute any warranty by Landlord to Tenant of the adequacy of the design for Tenant's
intended use or the proper performance of the Alterations. 



        9.02    Performance of Alterations Work.    All work relating to the
Alterations shall be performed in compliance with the plans and specifications approved by Landlord, all applicable laws, ordinances, rules, regulations and directives of all governmental authorities
having jurisdiction and the requirements of all carriers of insurance on the Premises and the Building, the Board of Underwriters, Fire Rating Bureau, or similar organization. All work shall be
performed in a diligent, first class manner and so as not to unreasonably interfere with any other tenants or occupants of the Building. All costs incurred by Landlord relating to the Alterations
shall be payable to Landlord by Tenant as additional rent upon demand. No asbestos-containing materials shall be used or incorporated in the Alterations. No lead-containing surfacing
material, solder, or other construction materials or fixtures where the presence of lead might create a condition of exposure not in compliance with Environmental Laws shall be incorporated in the
Alterations. 


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        9.03    Liens.    Tenant shall pay when due all costs for work
performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises and the Building free from all liens, stop notices and violation notices relating to the Alterations or any
other work performed for, materials furnished to or obligations incurred by or for Tenant and Tenant shall protect, indemnify, hold harmless and defend Landlord, the Premises and the Building of and
from any and all loss, cost, damage, liability and expense, including attorneys' fees, arising out of or related to any such liens or notices. Further, Tenant shall give Landlord not less than seven
(7) business days prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non-responsibility. Tenant shall
also secure, prior to commencing any Alterations, at Tenant's sole expense, a completion and lien indemnity bond satisfactory to Landlord for such work. During the progress of such work, Tenant shall,
upon Landlord's request, furnish Landlord with sworn contractor's statements and lien waivers covering all work theretofore performed. Tenant shall satisfy or otherwise discharge all liens, stop
notices or other claims or encumbrances within ten (10) days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed. If Tenant fails to
pay and remove such lien, claim or encumbrance within such ten (10) days, Landlord, at its election, may pay and satisfy the same and in such event the sums so paid by Landlord, with interest
from the date of payment at the rate set forth in Section 4.06 hereof for amounts owed Landlord by Tenant shall be deemed to be additional rent due and payable by Tenant at once without notice
or demand. 


        9.04    Lease Termination.    Except as provided in this
Section 9.04, upon expiration or earlier termination of this Lease Tenant shall surrender the Premises to Landlord in the same condition as existed on the date Tenant first occupied the
Premises (whether pursuant to this Lease or an earlier lease), subject to reasonable wear and tear. All Alterations shall become a part of the Premises and shall become the property of Landlord upon
the expiration or earlier termination of this Lease, unless Landlord shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant's Alterations, in which event Tenant shall
promptly remove the designated Alterations and shall promptly repair any resulting damage, all at Tenant's sole expense. All business and trade fixtures, machinery and equipment, furniture, movable
partitions and items of personal property owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant; upon the expiration or earlier termination
of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Building caused by such removal. If Tenant fails to remove any such items or repair
such damage promptly after the expiration or earlier termination of the Lease, Landlord may, but need not, do so with no liability to Tenant, and Tenant shall pay Landlord the cost thereof upon
demand. Notwithstanding the foregoing to the contrary, in the event that Landlord gives its consent, pursuant to the provisions of Section 9.01 of this Lease, to allow Tenant to make an
Alteration in the Premises, Landlord agrees, upon Tenant's written request, to notify Tenant in writing at the time of the giving of such consent whether Landlord will require Tenant, at Tenant's
cost, to remove such Alteration at the end of the Lease Term. 


15





 


ARTICLE X—INDEMNIFICATION AND INSURANCE



        10.01    Indemnification.    



        (A)  Tenant
agrees to protect, indemnify, hold harmless and defend Landlord and any Mortgagee, as defined herein, and each of their respective partners, directors, officers,
agents and employees, successors and assigns, (except to the extent of the losses described below are caused by the gross negligence of Landlord, its agents and employees), from and against: 



          (i)  any
and all loss, cost, damage, liability or expense as incurred (including but not limited to reasonable attorneys' fees and legal costs) arising out of or related to
any claim, suit or judgment brought by or in favor of any person or persons for damage, loss or expense due to, but not limited to, bodily injury, including death, or property damage sustained by such
person or persons which arises out of, is occasioned by or is in any way attributable to the use or occupancy of the Premises or any portion of the Building by Tenant or the acts or omissions of
Tenant or its agents, employees, contractors, clients, invitees or subtenants except that caused by the sole active negligence or willful misconduct of Landlord or its agents or employees. Such loss
or damage shall include, but not be limited to, any injury or damage to, or death of, Landlord's employees or agents or damage to the Premises or any portion of the Building. 


         (ii)  any
and all environmental damages which arise from: (a) the Handling of any Tenant's Hazardous Materials, as defined in Section 6.03 or (b) the
breach of any of the provisions of this Lease. For the purpose of this Lease, "environmental damages" shall mean (x) all claims, judgments, damages, penalties, fines, costs, liabilities, and
losses (including without limitation, diminution in the value of the Premises or any portion of the Building, damages for the loss of or restriction on use of rentable or usable space or of any
amenity of the Premises or any portion of the Building, and from any adverse impact of Landlord's marketing of space); (y) all reasonable sums paid for settlement of claims, attorneys' fees,
consultants' fees and experts' fees; and (z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, whether or
not required by Environmental Laws, necessary for Landlord to make full economic use of the Premises or any portion of the Building, or otherwise required under this Lease. To the extent that Landlord
is held strictly liable by a court or other governmental agency of competent jurisdiction under any Environmental Laws, Tenant's obligation to Landlord and the other indemnities under the foregoing
indemnification shall likewise be without regard to fault on Tenant's part with respect to the violation of any Environmental Law which results in liability to the indemnitee. Tenant's obligations and
liabilities pursuant to this Section 10.01 shall survive the expiration or earlier termination of this Lease. 




        (B)  Landlord
agrees to protect, indemnify, hold harmless and defend Tenant from and against any and all loss, cost, damage, liability or expense, including reasonable
attorneys' fees, with respect to any claim of damage or injury to persons or property at the Premises, caused by the gross negligence of Landlord or its authorized agents or employees. 



        (C)  Notwithstanding
anything to the contrary contained herein, nothing shall be interpreted or used to in any way affect, limit, reduce or abrogate any insurance coverage
provided by any insurers to either Tenant or Landlord. 


        (D)  Notwithstanding
anything to the contrary contained in this Lease, nothing herein shall be construed to infer or imply that Tenant is a partner, joint venturer, agent,
employee, or otherwise acting by or at the direction of Landlord. 



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        10.02    Property Insurance.    



        (A)  At
all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, "all-risk" property insurance, for damage or other loss caused by
fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting of pipes, explosion, in an
amount not less than one hundred percent (100%) of the replacement cost covering (i) all Alterations made by or for Tenant in the Premises; and (ii) Tenant's trade fixtures, equipment
and other personal property from time to time situated in the Premises. The proceeds of such insurance shall be used for the repair or replacement of the property so insured, except that if not so
applied or if this Lease is terminated following a casualty, the proceeds applicable to the leasehold improvements shall be paid to Landlord and the proceeds applicable to Tenant's personal property
shall be paid to Tenant. 


        (B)  At
all times during the Lease Term, Tenant shall procure and maintain business interruption insurance in such amount as will reimburse Tenant for direct or indirect loss
of earnings attributable to all perils insured against in Section 10.02(A). 


        (C)  Landlord
shall, at all times during the Lease Term, procure and maintain "all-risk" property insurance in the amount not less than ninety percent (90%) of
the insurable replacement cost covering the Building in which the Premises are located and such other insurance as may be required by a Mortgagee or otherwise desired by Landlord. 




        10.03    Liability Insurance.    



        (A)  At
all times during the Lease Term, Tenant shall procure and maintain, at its sole expense, commercial general liability insurance applying to the use and occupancy of
the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least One Million Dollars ($1,000,000) per occurrence and a general
aggregate limit of at least One Million Dollars ($1,000,000). All such policies shall be written to apply to all bodily injury, property damage, personal injury losses and shall be endorsed to include
Landlord and its agents, beneficiaries, partners, employees, and any deed of trust holder or mortgagee of Landlord or any ground lessor as additional insureds. Such liability insurance shall be
written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to the additional insureds. 


        (B)  If
Landlord consents to the sale, storage, use or dispensing of alcoholic beverages, then prior to the sale, storage, use or giving away of alcoholic beverages on or
from the Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable to Landlord
saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fees, arising under any present or
future law, statute, or ordinance of the State of Texas or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages
on or from the Premises. Such policy or policies of insurance shall have a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence and shall apply to bodily injury, fatal or
nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of insurance shall name Landlord and its agents, beneficiaries, partners, employees and any
mortgagee of Landlord or any ground lessor of Landlord as additional insureds. 


        (C)  Landlord
shall, at all times during the Lease Term, procure and maintain commercial general liability insurance for the Building in which the Premises are located. Such
insurance shall have minimum combined single limit of liability of at least Two Million Dollars ($2,000,000) per occurrence, and a general aggregate limit of at least Two Million Dollars ($2,000,000). 



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        10.04    Workers' Compensation Insurance.    At all times during the
Lease Term, Tenant shall procure and maintain Workers' Compensation Insurance in accordance with the laws of the State of Texas, and Employer's Liability insurance with a limit not less than One
Million Dollars ($1,000,000) Bodily Injury Each Accident; One Million Dollars ($1,000,000) Bodily Injury By Disease—Each Person; and One Million Dollars ($1,000,000) Bodily Injury to
Disease—Policy Limit. 


        10.05    Policy Requirements.    All insurance required to be
maintained by Tenant shall be issued by insurance companies authorized to do insurance business in the State of Texas and rated not less than A-VIII in Best's Insurance Guide. A
certificate of insurance (or, at Landlord's option, copies of the applicable policies) evidencing the insurance required under this Article X shall be delivered to Landlord not less than thirty
(30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any deed of
trust holder, mortgagee or ground lessor designated by Landlord to Tenant. Tenant shall furnish Landlord with a replacement certificate with respect to any insurance not less than thirty
(30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance required by this Article X pursuant to blanket policies, but only if such
blanket policies expressly provide coverage to the Premises and Landlord as required by this Lease. 


        10.06    Waiver of Subrogation.    Each party hereby waives any right
of recovery against the other for injury or loss due to hazards covered by insurance or required to be covered, to the extent of the injury or loss covered thereby. Any policy of insurance to be
provided by Tenant or Landlord pursuant to this Article X shall contain a clause denying the applicable insurer any right of subrogation against the other party. 


        10.07    Failure to Insure.    If Tenant fails to maintain any
insurance which Tenant is required to maintain pursuant to this Article X, Tenant shall be liable to Landlord for any loss or cost resulting from such failure to maintain. Tenant may not
self-insure against any risks required to be covered by insurance without Landlord's prior written consent. 


ARTICLE XI—DAMAGE OR DESTRUCTION


        11.01    Total Destruction.    Except as provided in
Section 11.03 below, this Lease shall automatically terminate if the Building is totally destroyed. 


        11.02    Partial Destruction of Premises.    If the Premises are
damaged by any casualty and, in Landlord's opinion, the Premises (exclusive of any Alterations made to the Premises by Tenant) can be restored to its pre-existing condition within two
hundred seventy (270) days after the date of the damage or destruction, Landlord shall, upon written notice from Tenant to Landlord of such damage, except as provided in Section 11.03,
promptly and with due diligence repair any damage to the Premises (exclusive of any Alterations to the Premises made by Tenant, which shall be promptly repaired by Tenant at its sole expense) and,
until such repairs are completed, the Rent shall be abated from the date of damage or destruction in the same proportion that the rentable area of the portion of the Premises which is unusable by
Tenant in the conduct of its business bears to the total rentable area of the Premises. If such repairs cannot, in Landlord's opinion, be made within said two hundred seventy (270) day period,
then Landlord may, at its option, exercisable by written notice given to Tenant within thirty (30) days after the date of the damage or destruction, elect to make the repairs within a
reasonable time after the damage or destruction, in which event this Lease shall remain in full force and effect but the Rent shall be abated as provided in the preceding sentence; if Landlord does
not so elect to make the repairs, then either Landlord or Tenant shall have the right, by written notice given to the other within sixty (60) days after the date of the damage or destruction,
to terminate this Lease as of the date of the damage or destruction. 


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        11.03    Exceptions to Landlord's Obligations.    Notwithstanding
anything to the contrary contained in this Article XI, Landlord shall have no obligation to repair the Premises if either: (a) the Building in which the Premises are located is so
damaged as to require repairs to the Building exceeding twenty percent (20%) of the full insurable value of the Building; or (b) Landlord elects to demolish the Building in which the Premises
are located; or (c) the damage or destruction occurs less than two (2) years prior to the Termination Date, exclusive of option periods. Further, Tenant's Rent shall not be abated if
either (i) the damage or destruction is repaired within five (5) business days after Landlord receives written notice from Tenant of the casualty, or (ii) Tenant, or any officers,
partners, employees, agents or invitees of Tenant, or any assignee or subtenant of Tenant, is, in whole or in part, responsible for the damage or destruction. 


        11.04    Waiver.    The provisions contained in this Lease shall
supersede any contrary laws (whether statutory, common law or otherwise) now or hereafter in effect relating to damage, destruction, self-help or termination. 


ARTICLE XII—CONDEMNATION


        12.01    Taking.    If the entire Premises or so much of the Premises
as to render the balance unusable by Tenant shall be taken by condemnation, sale in lieu of condemnation or in any other manner for any public or quasi-public purpose (collectively "Condemnation"),
and if Landlord, at its option, is unable or unwilling to provide substitute premises containing at least as much rentable area as described in Section 1.02 above, then this Lease shall
terminate on the date that title or possession to the Premises is taken by the condemning authority, whichever is earlier. 


        12.02    Award.    In the event of any Condemnation, the entire award
for such taking shall belong to Landlord. Tenant shall have no claim against Landlord or the award for the value of any unexpired term of this Lease or otherwise. Tenant shall be entitled to
independently pursue a separate award in a separate proceeding for Tenant's relocation costs directly associated with the taking, provided such separate award does not diminish Landlord's award. 


        12.03    Temporary Taking.    No temporary taking of the Premises
shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, further, that any award for such temporary taking shall belong to Tenant to
the extent that the award applies to any time period during the Lease Term and to Landlord to the extent that the award applies to any time period outside the Lease Term. 


ARTICLE XIII—RELOCATION


        13.01    Relocation.    Landlord shall have the right, at its option
upon not less than thirty (30) days prior written notice to Tenant, to relocate Tenant and to substitute for the Premises described above other space in the Building containing at least as much
rentable area as the Premises described in Section 1.02 above. If Tenant is already in occupancy of the Premises, Landlord shall reimburse Tenant for Tenant's reasonable moving and telephone
relocation expenses and for reasonable quantities of new stationery upon (i) Landlord's prior written approval of the amount of such expenses; and (ii) submission to Landlord of receipts
for such expenditures incurred by Tenant. 


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ARTICLE XIV—ASSIGNMENT AND SUBLETTING



        14.01    Restriction.    Without the prior written consent of
Landlord, Tenant shall not, either voluntarily or by operation of law, assign, encumber, or otherwise transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit
the Premises to be occupied by anyone other than Tenant or Tenant's employees (any such assignment, encumbrance, subletting, occupation or transfer is hereinafter referred to as a "Transfer"). For
purposes of this Lease, the term "Transfer" shall also include (a) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the
partners, or a transfer of a majority of partnership interests, within a twelve month period, or the dissolution of the partnership, and (b) if Tenant is a closely held corporation (i.e. whose
stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization
of Tenant, or within a twelve month period: (i) the sale or other transfer of more than an aggregate of 50% of the voting securities of Tenant (other than to immediate family members by reason
of gift or death) or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's net assets. An assignment, subletting or other action in violation of the
foregoing shall be void and, at Landlord's option, shall constitute a material breach of this Lease. Notwithstanding anything contained in this Article XIV to the contrary, Tenant shall have
the right to assign the Lease or sublease the Premises, or any part thereof, to an "Affiliate" without the prior written consent of Landlord, but upon at least twenty (20) days' prior written
notice to Landlord, provided that said Affiliate is not in default under any other lease for space in a property that is owned or managed by Landlord or any of its affiliates. For purposes of this
provision, the term "Affiliate" shall mean any corporation or other entity controlling, controlled by, or under common control with (directly or indirectly) Tenant, including, without limitation, any
parent corporation controlling Tenant or any subsidiary that Tenant controls. The term "control," as used herein, shall mean the power to direct or cause the direction of the management and policies
of the controlled entity through the ownership of more than fifty percent (50%) of the voting securities in such controlled entity. Notwithstanding anything contained in this Article XIV to the
contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for
rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the property leased, used, occupied or utilized (other
than an amount based on a fixed percentage or percentages of receipts or sales), and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void and
ineffective as a conveyance of any right or interest in the possession, use, occupancy or utilization of any part of the Premises. 



        14.02    Notice to Landlord.    If Tenant desires to assign this Lease
or any interest herein, or to sublet all or any part of the Premises, then at least thirty (30) days but not more than one hundred eighty (180) days prior to the effective date of the
proposed assignment or subletting, Tenant shall submit to Landlord in connection with Tenant's request for Landlord's consent: 



        (A)  A
statement containing (i) the name and address of the proposed assignee or subtenant; (ii) such financial information with respect to the proposed
assignee or subtenant as Landlord shall reasonably require; (iii) the type of use proposed for the Premises; and (iv) all of the principal terms of the proposed assignment or subletting;
and 


        (B)  Four
(4) originals of the assignment or sublease on a form approved by Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment
and Assumption of Lease and Consent. 



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        14.03    Landlord's Recapture Rights.    At any time within ten
(10) business days after Landlord's receipt of all (but not less than all) of the information and documents described in Section 14.02 above, Landlord may, at its option by written
notice to Tenant, elect to: (a) sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to the proposed subtenant; (b) take an
assignment of the Lease upon the same terms as those offered to the proposed assignee; or (c) terminate the Lease in its entirety or as to the portion of the Premises proposed to be assigned or
sublet, with a proportionate adjustment in the Rent payable hereunder if the Lease is terminated as to less than all of the Premises. If Landlord does not exercise any of the options described in the
preceding sentence, then, during the above-described twenty (20) business day period, Landlord shall either consent or deny its consent to the proposed assignment or subletting. 


        14.04    Landlord's Consent; Standards.    Landlord's consent to a
proposed assignment or subletting shall not be unreasonably withheld; but, in addition to any other grounds for denial, Landlord's consent shall be deemed reasonably withheld if, in Landlord's good
faith judgment: (a) the proposed assignee or subtenant does not have the financial strength to perform its obligations under this Lease or any proposed sublease; (b) the business and
operations of the proposed assignee or subtenant are not of comparable quality to the business and operations being conducted by other tenants in the Building; (c) the proposed assignee or
subtenant intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either the proposed assignee or subtenant, or any person which directly or indirectly
controls, is controlled by, or is under common control with the proposed assignee or subtenant occupies space in the Building, or is negotiating with Landlord to lease space in the Building;
(e) the proposed assignee or subtenant is disreputable; or (f) the use of the Premises or the Building by the proposed assignee or subtenant would, in Landlord's reasonable judgment,
impact the Building in a negative manner including but not limited to significantly increasing the pedestrian traffic in and out of the Building or requiring any alterations to the Building to comply
with applicable laws; (g) the subject space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes; (h) the transferee is a government
(or agency or instrumentality thereof) or (i) Tenant has failed to cure a default at the time Tenant requests consent to the proposed Transfer. 


        14.05    Additional Rent.    If Landlord consents to any such
assignment or subletting, one-half (1/2) of the amount by which all sums or other economic consideration received by Tenant (after deducting Tenant's actual costs associated
with such sublease or assignment including brokerage commissions, legal fees and expenses and advertising costs) in connection with such assignment or subletting, whether denominated as rental or
otherwise, exceeds, in the aggregate, the total sum which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to less than all of the Premises under a
sublease) shall be paid to Landlord promptly after receipt as additional Rent under the Lease without affecting or reducing any other obligation of Tenant hereunder. 



        14.06    Landlord's Costs.    If Tenant shall Transfer this Lease or
all or any part of the Premises or shall request the consent of Landlord to any Transfer, Tenant shall pay to Landlord as additional rent Landlord's costs related thereto, including Landlord's
reasonable attorneys' fees, up to the aggregate sum of $750.00 per transaction. 


        14.07    Continuing Liability of Tenant.    Notwithstanding any
Transfer, Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance of all other obligations of Tenant contained in this Lease to the same extent as if the
Transfer had not occurred; provided, however, that any act or omission of any transferee, other than Landlord, that violates the terms of this Lease shall be deemed a violation of this Lease by
Tenant. 


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        14.08    Non-Waiver.    The consent by Landlord to any
Transfer shall not relieve Tenant, or any person claiming through or by Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article XIV, to any further Transfer. In
the event of an assignment or subletting, Landlord may collect rent from the assignee or the subtenant without waiving any rights hereunder and collection of the rent from a person other than Tenant
shall not be deemed a waiver of any of Landlord's rights under this Article XIV, an acceptance of assignee or subtenant as Tenant, or a release of Tenant from the performance of Tenant's
obligations under this Lease. If Tenant shall default under this Lease and fail to cure within the time permitted, Landlord is irrevocably authorized, as Tenant's agent and
attorney-in-fact, to direct any transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant's
obligations under this Lease) until such default is cured. 


        14.09    Permitted Transfers.    Notwithstanding anything contained in the Lease to the
contrary, Tenant may, without the consent of Landlord (and without application hereto of Sections 14.03, 14.04, 14.05 and 14.06 hereof) but upon notice thereof, assign this Lease or sublease the
entire Premises to (i) an entity with which Tenant is merged or consolidated, or (ii) an entity which purchases all or substantially all of Tenant's assets, by stock purchase, asset
purchase or otherwise, provided, however, that (x) the assignee or sublessee shall use the Premises only for the purposes stated in Section 1.10 hereof and (y) the assignee or
surviving entity who succeeds as tenant under the Lease shall have a net worth immediately following the transfer that is at least equal to the net worth of the Tenant either (i) immediately
preceding the date of such transfer, or (ii) as of the date of this Lease, whichever is greater. Under no circumstances, however, shall the Tenant be released from liability, whether pursuant
to this ARTICLE XIV or as otherwise permitted in this Lease. 


ARTICLE XV—DEFAULT AND REMEDIES



        15.01    Events of Default By Tenant.    The occurrence of any of the
following shall constitute a material default and breach of this Lease by Tenant: 



        (A)  The
failure by Tenant to pay Base Rent or make any other payment required to be made by Tenant hereunder as and when due. 


        (B)  The
abandonment of the Premises by Tenant or the vacation of the Premises by Tenant for fourteen (14) consecutive days (without the payment of Rent). 



        (C)  The
failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.01(A) and
15.01(B) above, if such failure continues for ten (10) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot be
cured within the ten (10) day period, no default shall exist if Tenant commences the curing of the default within the ten (10) day period and thereafter diligently prosecutes the same to
completion. The ten (10) day notice described herein shall be in lieu of, and not in addition to, any notice required under law now or hereafter in effect requiring that notice of default be
given prior to the commencement of an unlawful detainer or other legal proceeding. 



        (D)  The
making by Tenant or its Guarantor of any general assignment for the benefit of creditors, the filing by or against Tenant or its Guarantor of a petition under any
federal or state bankruptcy or insolvency laws (unless, in the case of a petition filed against Tenant or its Guarantor the same is dismissed within thirty (30) days after filing); the
appointment of a trustee or receiver to take possession of substantially all of Tenant's assets at the Premises or Tenant's interest in this Lease or the Premises, when possession is not restored to
Tenant within thirty (30) days; or the attachment, execution or other seizure of substantially all of Tenant's assets located at the Premises or Tenant's interest in this Lease or the Premises,
if such seizure is not discharged within thirty (30) days. 



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        (E)  Any
material misrepresentation herein, or material misrepresentation or omission in any financial statements or other materials provided by Tenant or any Guarantor in
connection with negotiating or entering into this Lease or in connection with any Transfer under Section 14.01. 




        15.02    Landlord's Right To Terminate Upon Tenant Default.    In the
event of any default by Tenant as provided in Section 15.01 above, Landlord shall have the right without notice or demand to Tenant (Tenant hereby irrevocably waiving all notices and demands,
statutory or otherwise, including without limitation, any notice otherwise required in connection with any forcible entry and detainer action), to terminate this Lease or to terminate Tenant's right
to possession of the Premises without terminating this Lease, and in either event Landlord shall be entitled to receive from Tenant: 



        (A)  The
worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus 


        (B)  The
worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such
rental loss Tenant proves could have been reasonably avoided; plus 


        (C)  The
worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided; plus 


        (D)  Any
other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in
the ordinary course of things would be likely to result therefrom; and 


        (E)  At
Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. 




As
used in subparagraphs (A) and (B) above, "worth at the time of award" shall be computed by allowing interest on such amounts at the then highest lawful rate of interest, but in no
event to exceed one percent (1%) per annum plus the rate established by the Federal Reserve Bank of Dallas on advances made to member banks under Sections 13 and 13a of the Federal Reserve Act
("discount rate") prevailing at the time of the award. As used in paragraph (C) above, "worth at the time of award" shall be computed by discounting such amount by (i) the discount rate
of the Federal Reserve Bank of Dallas prevailing at the time of award plus (ii) one percent (1%). 


        15.03    Mitigation of Damages.    If Landlord terminates this Lease or Tenant's right to
possession of the Premises, Landlord agrees to mitigate its damages to the following extent: (a) Landlord shall be required only to use reasonable efforts to mitigate, which shall not exceed
such efforts as Landlord generally uses to lease other space in the Building, (b) Landlord will not be deemed to have failed to mitigate if Landlord or its affiliates lease any other portions
of the Building or other projects owned by Landlord or its affiliates in the same geographic area, before reletting all or any portion of the Premises, and (c) any failure to mitigate as
described herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder by the reasonable rental value of the Premises during such
period. In recognition that the value of the Building depends on the rental rates and terms of leases therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals
below Landlord's published rates for new leases of comparable space at the Building at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less
favorable than those contained herein, shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord's damages. 


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        15.04    Landlord's Right To Continue Lease Upon Tenant Default.    In
the event of a default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 15.02 above, Landlord may from time to
time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord may continue this Lease in effect after Tenant's default and
abandonment and recover Rent as it becomes due. In the event Landlord re-lets the Premises, to the fullest extent permitted by law, the proceeds of any reletting shall be applied first to
pay to Landlord all costs and expenses of such reletting (including without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing
new tenants, including expenses for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the
costs thereof) and receivers' fees incurred in connection with the appointment of and performance by a receiver to protect the Premises and Landlord's interest under this Lease and any necessary or
reasonable alterations; second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; third, to the payment of Rent due and unpaid hereunder; and the
residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to
receive any portion of such revenue. 


        15.05    Right of Landlord to Perform.    All covenants and agreements
to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Rent, required to be paid by it
hereunder or shall fail to perform any other act on its part to be performed hereunder, Landlord may, but shall not be obligated to, make any payment or perform any such other act on Tenant's part to
be made or performed, without waiving or releasing Tenant of its obligations under this Lease. Any sums so paid by Landlord and all necessary incidental costs, together with interest thereon at the
lesser of the maximum rate permitted by law if any or twelve percent (12%) per annum from the date of such payment, shall be payable to Landlord as additional rent on demand and Landlord shall have
the same rights and remedies in the event of nonpayment as in the case of default by Tenant in the payment of Rent. 



        15.06    Default Under Other Leases.    If the term of any lease,
other than this Lease, heretofore or hereafter made by Tenant for any office space in the Building shall be terminated or terminable after the making of this Lease because of any default by Tenant
under such other lease, such fact shall empower Landlord, at Landlord's sole option, to terminate this Lease by notice to Tenant or to exercise any of the rights or remedies set forth in
Section 15.02. 


        15.07    Non-Waiver.    Nothing in this Article shall be
deemed to affect Landlord's rights to indemnification for liability or liabilities arising prior to termination of this Lease or Tenant's right to possession of the Premises for personal injury or
property damages under the indemnification clause or clauses contained in this Lease. No acceptance by Landlord of a lesser sum than the Rent then due shall be deemed to be other than on account of
the earliest installment of such rent due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such installment or pursue any other remedy in the Lease provided. The delivery of keys to any
employee of Landlord or to Landlord's agent or any employee thereof shall not operate as a termination of this Lease or a surrender of the Premises. 


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        15.08    Cumulative Remedies.    The specific remedies to which
Landlord may resort under the terms of the Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any
breach or threatened breach by Tenant of any provisions of the Lease. In addition to the other remedies provided in the Lease, including the right to terminate this Lease or to terminate Tenant's
right of possession of the Premises and reenter and repossess the Premises and remove all persons and property from the Premises without terminating this Lease as provided in Section 15.02,
Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of the Lease or to a decree compelling
specific performance of any such covenants, conditions or provisions. 


        15.09    Default by Landlord.    Landlord's failure to perform or
observe any of its obligations under this Lease shall constitute a default by Landlord under this Lease only if such failure shall continue for a period of thirty (30) days (or the additional
time, if any, that is reasonably necessary to promptly and diligently cure the failure) after Landlord receives written notice from Tenant specifying the default. The notice shall give in reasonable
detail the nature and extent of the failure and shall identify the Lease provision(s) containing the obligation(s). If Landlord shall default in the performance of any of its obligations under this
Lease (after notice and opportunity to cure as provided herein), Tenant may pursue any remedies available to it under the law and this Lease, except that in no event shall Landlord be liable for
punitive damages, lost profits, business interruption, speculative, consequential or other such damages. In recognition that Landlord must receive timely payments of Rent and operate the Building,
Tenant shall have no right of self-help to perform repairs or any other obligation of Landlord, and shall have no right to withhold, set-off, or abate Rent. 


ARTICLE XVI—ATTORNEYS' FEES: COSTS OF SUIT


        16.01    Attorneys' Fees.    If either Landlord or Tenant shall
commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in
addition to any other relief, its actual attorneys fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court schedule of reasonable
attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in collecting Rent or otherwise seeking enforcement against Tenant, its
sublessees and assigns, of Tenant's obligations under this Lease. 


        16.02    Indemnification.    Should Landlord be made a party to any
litigation instituted by Tenant against a party other than Landlord, or by a third party against Tenant, Tenant shall indemnify, hold harmless and defend Landlord from any and all loss, cost,
liability, damage or expense incurred by Landlord, including attorneys' fees, in connection with the litigation. 


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ARTICLE XVII—SUBORDINATION AND ATTORNMENT



        17.01    Subordination.    This Lease, and the rights of Tenant
hereunder, are and shall be subject and subordinate to the interests of (a) all present and future ground leases and master leases of all or any part of the Building; (b) present and
future mortgages and deeds of trust encumbering all or any part of the Building; (c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals,
modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any
mortgagee or beneficiary under any such mortgage or deed of trust (any such lessor, mortgagee or beneficiary is hereinafter referred to as a "Mortgagee") shall have the right to elect, by written
notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust (or subject and subordinate to such ground lease, master
lease, mortgage or deed of trust but superior to any junior mortgage or junior deed of trust). Upon demand, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by
Landlord or any such Mortgagee to effect the purposes of this Section 17.01. Such instruments may contain, among other things, provisions to the effect that such Mortgagee (hereafter, for the
purposes of this Section 17.01, a "Successor Landlord") shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor
Landlord's
succession to Landlord's interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any,
prior to the date of such Successor Landlord's succession to Landlord's interest under this Lease; (iii) not be liable for the return of any security deposit under the Lease unless the same
shall have actually been deposited with such Successor Landlord; (iv) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default
prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default; (v) not be bound by any rent or additional rent which Tenant might have paid for more
than the current month to Landlord; (vi) not be bound by any amendment or modification of the Lease or any cancellation or surrender of the same made without Successor Landlord's prior written
consent; (vii) not be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such Successor Landlord succeeded to Landlord's interest; and
(viii) not be bound by any obligation under the Lease to perform any work or to make any improvements to the demised Premises. Any obligations of any Successor Landlord under its respective
lease shall be non-recourse as to any assets of such Successor Landlord other than its interest in the Premises and improvements. 


        17.02    Attornment.    If the interests of Landlord under the Lease
shall be transferred to any superior Mortgagee or other purchaser or person taking title to the Building by reason of the termination of any superior lease or the foreclosure of any superior mortgage
or deed of trust, Tenant shall be bound to such Successor Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or
renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if Successor Landlord were the landlord under the Lease, and Tenant shall
attorn to and recognize as Tenant's landlord under this Lease such Successor Landlord, as its landlord, said attornment to be effective and self-operative without the execution of any
further instruments upon Successor Landlord's succeeding to the interest of Landlord under the Lease. Tenant shall, upon demand, execute any documents reasonably requested by any such person to
evidence the attornment described in this Section 17.02. Concurrently, upon written request from Tenant, and provided Tenant is not in default under this Lease, Landlord agrees to use diligent,
commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Successor Landlord. Such Non-Disturbance Agreement may be embodied in the Mortgagee's customary
form of Subordination and Non-Disturbance Agreement. If, after exerting diligent, commercially reasonable efforts, Landlord is unable to obtain a Non-Disturbance Agreement from
any such Mortgagee, Landlord shall have no further obligation to Tenant with respect thereto. 


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        17.03    Mortgagee Protection.    Tenant agrees to give any Mortgagee,
by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of
a copy of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee (hereafter the "Notified Party"). Tenant further agrees that if Landlord shall have failed to cure such default
within twenty (20) days after such notice to Landlord (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if Landlord has commenced
within such twenty (20) days and is diligently pursuing the remedies or steps necessary to cure or correct such default), then the Notified Party shall have an additional thirty
(30) days within which to cure or correct such default (or if such default cannot be cured or corrected within that time, then such additional time as may be necessary if the Notified Party has
commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default). Until the time allowed, as aforesaid, for the Notified Party
to cure such default has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of Landlord's default. 


ARTICLE XVIII—QUIET ENJOYMENT


        18.01 Provided
that Tenant performs all of its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Lease Term free of claims by or through
Landlord, subject to all of the terms and conditions contained in this Lease. 


ARTICLE XIX—RULES AND REGULATIONS



        19.01 The
Rules and Regulations attached hereto as Exhibit C are hereby incorporated by reference herein and made a
part hereof. Tenant shall abide by, and faithfully observe and comply with the Rules and Regulations and any reasonable and non-discriminatory amendments, modifications and/or additions
thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Building. Landlord
shall not be liable to Tenant for any violation of such rules and regulations by any other tenant or occupant of the Building. 


ARTICLE XX—ESTOPPEL CERTIFICATES


        20.01 Tenant
agrees at any time and from time to time upon not less than ten (10) days' prior written notice from Landlord to execute, acknowledge and deliver to
Landlord a statement in writing addressed and certifying to Landlord, to any current or prospective Mortgagee or any assignee thereof, to any prospective purchaser of the land, improvements or both
comprising the Building, and to any other party designated by Landlord, that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force
and effect as modified and stating the modifications); that Tenant has accepted possession of the Premises, which are acceptable in all respects, and that any improvements required by the terms of
this Lease to be made by Landlord have been completed to the satisfaction of Tenant; that Tenant is in full occupancy of the Premises; that no rent has been paid more than thirty (30) days in
advance; that the first month's Base Rent has been paid; that Tenant is entitled to no free rent or other concessions except as stated in this Lease; that Tenant has not been notified of any previous
assignment of Landlord's or any predecessor landlord's interest under this Lease; the dates to which Base Rent, additional rental and other charges have been paid; that Tenant, as of the date of such
certificate, has no charge, lien or claim of setoff under this Lease or otherwise against Base Rent, additional rental or other charges due or to become due under 


27





 

this
Lease; that Landlord is not in default in performance of any covenant, agreement or condition contained in this Lease; or any other matter relating to this Lease or the Premises or, if so,
specifying each such default. If there a Guaranty under this Lease, said Guarantor shall confirm the validity of the Guaranty by joining in the execution of the Estoppel Certificate or other documents
so requested by Landlord or Mortgagee. In addition, in the event that such certificate is being given to any Mortgagee, such statement may contain any other provisions customarily required by such
Mortgagee including, without limitation, an agreement on the part of Tenant to furnish to such Mortgagee, written notice of any Landlord default and a reasonable opportunity for such Mortgagee to cure
such default prior to Tenant being able to terminate this Lease. Any such statement delivered pursuant to this Section may be relied upon by Landlord or any Mortgagee, or prospective purchaser to whom
it is addressed and such statement, if required by its addressee, may so specifically state. If Tenant does not execute, acknowledge and deliver to Landlord the statement as and when required herein,
Landlord is hereby granted an irrevocable power-of-attorney, coupled with an interest, to execute such statement on Tenant's behalf, which statement shall be binding on Tenant
to the same extent as if executed by Tenant. 


ARTICLE XXI—ENTRY BY LANDLORD


        21.01 Landlord
may enter the Premises at all reasonable times and upon reasonable notice to: inspect the same; exhibit the same to prospective purchasers, Mortgagees or
tenants; determine whether Tenant is complying with all of its obligations under this Lease; supply janitorial and other services to be provided by Landlord to Tenant under this Lease; post notices of
non-responsibility; and make repairs or improvements in or to the Building or the Premises; provided, however, that all such work shall be done as promptly as reasonably possible and so as
to cause as little interference to Tenant as reasonably possible. Tenant hereby waives any claim for damages for any injury or inconvenience to, or interference with, Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the
Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord may deem proper
to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under any circumstances be deemed or construed to be a
forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall not act as a termination of
Tenant's duties under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord as
additional rent. 


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ARTICLE XXII

LANDLORD'S LEASE UNDERTAKINGS—EXCULPATION FROM

PERSONAL LIABILITY; TRANSFER OF LANDLORD'S INTEREST



        22.01    Landlord's Lease Undertakings.    Notwithstanding anything to
the contrary contained in this Lease or in any exhibits, Riders or addenda hereto attached (collectively the "Lease Documents"), it is expressly understood and agreed by and between the parties hereto
that: (a) the recourse of Tenant or its successors or assigns against Landlord with respect to the alleged breach by or on the part of Landlord of any representation, warranty, covenant,
undertaking or agreement contained in any of the Lease Documents or otherwise arising out of Tenant's use of the Premises or the Building (collectively, "Landlord's Lease Undertakings") shall extend
only to Landlord's interest in the real estate of which the Premises demised under the Lease Documents are a part ("Landlord's Real Estate") and not to any other assets of Landlord or its constituent
partners; and (b) except to the extent of Landlord's interest in Landlord's Real Estate, no personal liability or personal responsibility of any sort with respect to any of Landlord's Lease
Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Landlord, its constituent partners, or against any of their respective directors,
officers, employees, agents, constituent partners, beneficiaries, trustees or representatives. 


        22.02    Transfer of Landlord's Interest.    In the event of any
transfer of Landlord's interest in the Building, Landlord shall be automatically freed and relieved from all applicable liability with respect to performance of any covenant or obligation on the part
of Landlord, provided any deposits or advance rents held by Landlord are turned over to the grantee and said grantee expressly assumes, subject to the limitations of this Section 22, all the
terms, covenants and conditions of this Lease to be performed on the part of Landlord, it being intended hereby that the covenants and obligations contained in this Lease on the part of Landlord
shall, subject to all the provisions of this Section 22, be binding on Landlord, its successors and assigns, only during their respective periods of ownership. 


ARTICLE XXIII—HOLDOVER TENANCY


        23.01 If
Tenant holds possession of the Premises after the expiration or termination of the Lease Term, by lapse of time or otherwise, Tenant shall become a tenant at
sufferance upon all of the terms contained herein, except as to Lease Term and Rent. During such holdover period, Tenant shall pay to Landlord a monthly rental equivalent to one hundred fifty percent
(150%) of the Rent payable by Tenant to Landlord with respect to the last month of the Lease Term. The monthly rent payable for such holdover period shall in no event be construed as a penalty or as
liquidated damages for such retention of possession. Without limiting the foregoing, Tenant hereby agrees to indemnify, defend and hold harmless Landlord, its beneficiary, and their respective agents,
contractors and employees, from and against any and all claims, liabilities, actions, losses, damages (including without limitation, direct, indirect, incidental and consequential) and expenses
(including, without limitation, court costs and reasonable attorneys' fees) asserted against or sustained by any such party and arising from or by reason of such retention of possession, which
obligations shall survive the expiration or termination of the Lease Term. 


29





 
ARTICLE XXIV—NOTICES


        24.01 All
notices which Landlord or Tenant may be required, or may desire, to serve on the other may be served, as an alternative to personal service, by mailing the same by
registered or certified mail, postage prepaid, addressed to Landlord at the addresses for Landlord set forth in Section 1.12 above and to Tenant at the address for Tenant set forth in
Section 1.13 above, or, from and after the Commencement Date, to Tenant at the Premises whether or not Tenant has departed from, abandoned or vacated the Premises, or addressed to such other
address or addresses as either Landlord or Tenant may from time to time designate to the other in writing. Any notice shall be deemed to have been served at the time the same was posted. 


ARTICLE XXV—BROKERS



        25.01 INTENTIONALLY
LEFT BLANK. 


ARTICLE XXVI—COMMUNICATIONS AND COMPUTER LINES


        26.01 Tenant
may, in a manner consistent with the provisions and requirements of this Lease, install, maintain, replace, remove or use any communications or computer wires,
cables and related devices (collectively the "Lines") at the Building in or serving the Premises, provided: (a) Tenant shall obtain Landlord's prior written consent, which consent may be
conditioned as required by Landlord, (b) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser
cable or cause radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or
radiation, and (c) Tenant shall pay all costs in connection therewith. Landlord reserves the right to require that Tenant remove any Lines which are installed in violation of these provisions. 


        Landlord
may (but shall not have the obligation to): (i) install new Lines at the Property, (ii) create additional space for Lines at the Property and (iii) adopt
reasonable and uniform rules and regulations with respect to the Lines. 


        Notwithstanding
anything to the contrary contained in Article IX, Landlord reserves the right to require that Tenant remove any or all Lines installed by or for Tenant within or
serving the Premises upon termination of this Lease. Tenant shall not, without the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or to the
Lines, and any such security interest or lien granted without Landlord's written consent shall be null and void. Except to the extent arising from the intentional or negligent acts of Landlord or
Landlord's agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that Tenant's use of any Lines will be free from, the following (collectively
called "Line Problems"): (x) any eavesdropping or wire-tapping by unauthorized parties, (y) any failure of any Lines to satisfy Tenant's requirements, or (z) any
shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the
Property. Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from
performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from
any Line Problems. 


30





 


ARTICLE XXVII—MISCELLANEOUS



        27.01    Entire Agreement.    This Lease contains all of the
agreements and understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon,
any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except as expressly set forth herein. This Lease supersedes any and all prior agreements and
understandings between Landlord and Tenant and alone expresses the agreement of the parties. 



        27.02    Amendments.    This Lease shall not be amended, changed or
modified in any way unless in writing executed by Landlord and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by Landlord. 


        27.03    Successors.    Except as expressly provided herein, this
Lease and the obligations of Landlord and Tenant contained herein shall bind and benefit the successors and assigns of the parties hereto. 



        27.04    Force Majeure.    Landlord shall incur no liability to Tenant
with respect to, and shall not be responsible for any failure to perform, any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of Landlord including, but
not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services. The
amount of time for Landlord to perform any of Landlord's obligations shall be extended by the amount of time Landlord is delayed in performing such obligation by reason of any force majeure occurrence
whether similar to or different from the foregoing types of occurrences. 



        27.05    Survival of Obligations.    Any obligations of Tenant
accruing prior to the expiration of the Lease shall survive the expiration or earlier termination of the Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has
expired or been terminated. 


        27.06    Light and Air.    No diminution or shutting off of any light,
air or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 


        27.07    Governing Law.    This Lease shall be governed by, and
construed in accordance with, the laws of the State of Texas. 


        27.08    Severability.    In the event any provision of this Lease is
found to be unenforceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties agree that in the
event two different interpretations may be given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the provision enforceable, the
interpretation rendering the provision enforceable shall be adopted. 


        27.09    Captions.    All captions, headings, titles, numerical
references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. 



        27.10    Interpretation.    Tenant acknowledges that it has read and
reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant,
but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. 


        27.11    Independent Covenants.    Each covenant, agreement,
obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of the Lease. 


31





 



        27.12    Number and Gender.    All terms and words used in this Lease,
regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the context may require. 



        27.13    Time is of the Essence.    Time is of the essence of this
Lease and the performance of all obligations hereunder. 


        27.14    Joint and Several Liability.    If Tenant comprises more than
one person or entity, or if this Lease is guaranteed by any party, all such persons shall be jointly and severally liable for payment of rents and the performance of Tenant's obligations hereunder. 



        27.15    Exhibits.    Exhibits A, B, C and D are incorporated into
this Lease by reference and made a part hereof. 


        27.16    Offer to Lease.    The submission of this Lease to Tenant or
its broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until (a) it is executed and delivered by Tenant to Landlord
and (b) it is fully reviewed and executed by Landlord; provided, however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in
consideration of the time and expense incurred by Landlord in reviewing the Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions set forth
herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date of delivery). 


        27.17    No Counterclaim; Choice of Law.    It is mutually agreed that
in the event Landlord commences any summary proceeding for non-payment of Rent, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding. In
addition, Tenant hereby submits to local jurisdiction and agrees that any action by Tenant against Landlord shall be instituted in the State of Texas and that Landlord shall have personal jurisdiction
over Tenant for any action brought by Landlord against Tenant in the State of Texas. 


        27.18    Electrical Service to the Premises.    If electricity to the
Premises shall not be furnished by Landlord as part of Building services as set forth in Section 7.01 but shall be furnished by the approved electric utility company serving the Building,
Landlord shall permit Tenant to receive such service directly from such utility company at Tenant's cost and shall permit Landlord's wire and conduits, to the extent available, suitable and safely
capable, to be used for such purposes. In such event, Tenant's Base Rent shall be equitably reduced based upon Landlord's then cost for furnishing electricity. 


32





 



        27.19    Rights Reserved by Landlord.    Landlord reserves the
following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being deemed an eviction or disturbance of Tenant's use or possession of
the Premises or giving rise to any claim for set-off or abatement of Rent: (a) to change the name or street address of the Building; (b) to install, affix and maintain all
signs on the exterior and/or interior of the Building; (c) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items,
and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article IX, the design, arrangement, style, color and general appearance
of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all
changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for substantially the same purposes that are generally prevailing
in comparable office buildings in the area; (d) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building, provided no such change shall materially
adversely affect access to the Premises; (e) to grant any party the exclusive right to conduct any business or render any service in the Building, provided such exclusive right shall not
operate to prohibit Tenant from using the Premises for the purposes permitted under this Lease; (f) to prohibit the placement of vending or dispensing machines of any kind in or about the
Premises other than for use by Tenant's employees; (g) to prohibit the placement of video or other electronic games in the Premises; (h) to have access for Landlord and other tenants of
the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building;
(i) to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules and regulations as Landlord
prescribes for security purposes; (j) to install, operate and maintain security systems which monitor, by close circuit television or otherwise, all persons entering or leaving the Building;
(k) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Premises which serve other parts or other tenants of the Building; and (l) to retain at
all times master keys or pass keys to the Premises. Any violation of this provision shall be deemed a material breach of this Lease. 


        IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written. 



	WITNESS:	 	LANDLORD:
	

 	
 	

PGI EQUITY PARTNERS, L.P.
	

 	
 	

By: PGI Capital, Inc., General Partner
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

TENANT:

TREATY OAK BANK
	

 	
 	

By:	

 
	 	 	 	
 Jeffrey L. Nash
	 	 	Title: President and Chief Executive Officer




33






  



 
 

EXHIBIT A    
    
    FLOOR PLAN OF PREMISES


34








  



 
 

EXHIBIT B
  WORK LETTER AGREEMENT    
    



        It is hereby agreed by Landlord and Tenant that Landlord shall acquire and have installed the following special use equipment for use by Tenant. Within
90 days of the Commencement Date Tenant agrees to reimburse Landlord for all acquisition and installation costs of the special use equipment as detailed by invoices, receipts and/or other forms
provided by Landlord and acceptable to Tenant. Estimated costs of the special use equipment to be reimbursed by Tenant to Landlord are not to exceed $300,000 and are presented below for illustrative
purposes only. 



	Special Use Equipment
 
	 	Estimated Cost

	Vaults, teller equipment, etc.	 	$	70,000
	Drive-thru structure	 	$	20,000
	Trenching & other special site prep	 	$	15,000
	Security glass	 	$	5,000
	Other Improvements & Specialty Needs	 	$	75,000
	 	 	

	Total	 	$	185,000





        IN WITNESS WHEREOF, the parties hereto have executed this Work Letter Agreement as of the date first above written. 



	WITNESS:	 	LANDLORD:
	

 	
 	

PGI EQUITY PARTNERS, L.P.
	

 	
 	

By: PGI Capital, Inc., General Partner
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

TENANT:

TREATY OAK BANK
	

 	
 	

By:	

 
	 	 	 	
 Jeffrey L. Nash
	 	 	Title: President and Chief Executive Officer




35






  



 
 

SCHEDULE 1


COPIES OF INITIAL PLAN  


[Type description of Initial Plans on this cover sheet and

attach copies of such plans after this page.]  


36








  



 
 

EXHIBIT C
  RULES AND REGULATIONS    
    



        1.     The
sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and
egress. The halls, passages, entrances, elevators, stairways, balconies and roof are not for the use of the general public, and Landlord shall in all cases retain the right to control or prevent
access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation or interests of Landlord and its tenants, provided that nothing
herein contained shall be construed to prevent such access by persons with whom the tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities.
No tenant and no employees of any tenant shall go upon the roof of the Building without the written consent of Landlord. 



        2.     No
awnings or other projections shall be attached to the outside walls or surfaces of the Building nor shall the interior or exterior of any windows be coated without the
prior written consent of Landlord. Except as otherwise specifically approved by Landlord, all electrical ceiling fixtures hung in offices or spaces along the perimeter of the Building must be
fluorescent and of a quality, type, design and bulb color approved by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall
which may appear unsightly from outside the Premises. 


        3.     No
sign, picture, plaque, advertisement, notice or other material shall be exhibited, painted, inscribed or affixed by any tenant on any part of, or so as to be seen from
the outside of, the Premises or the Building without the prior written consent of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove the same without any
liability, and may charge the expense incurred in such removal to the tenant violating this rule. Interior signs on doors and the directory tablet shall be inscribed, painted or affixed for each
tenant by Landlord at the expense of such tenant, and shall be of a size, color and style acceptable to Landlord. 


        4.     The
toilets and wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish,
rags or other substances shall be thrown therein. All damage resulting from any misuse of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees,
shall have caused the same. 


        5.     No
tenant or its officers, agents, employees or invitees shall mark, paint, drill into, or in any way deface any part of the Premises or the Building. No boring, cutting
or stringing of wires or laying of linoleum or other similar floor coverings shall be permitted except with the prior written consent of Landlord and as Landlord may direct. 


        6.     No
bicycles, vehicles or animals of any kind shall be brought into or kept in or about the Premises and no cooking shall be done or permitted by any tenant on the
Premises except that microwave cooking in a UL-approved microwave oven and the preparation of coffee, tea, hot chocolate and similar items for the tenant and its employees and business
visitors shall be permitted. Tenant shall not cause or permit any unusual or objectionable odors to escape from the Premises. 


        7.     The
Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises for general office
purposes. No tenant shall engage or pay any employees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises. The
Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes. 



        8.     No
tenant or its officers, agents, employees or invitees shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere
with occupants of this or neighboring buildings or Premises or those having business with them whether by the use of any musical instrument, radio, phonograph, unusual noise, or in any other way. 


37





 



        9.     No
tenant or its officers, agents, employees or invitees shall throw anything out of doors, balconies or down the passageways. 



        10.   Tenant
shall not maintain armed security in or about the Premises without the prior written consent of Landlord, nor possess any weapons, explosives, combustibles or
other hazardous devices in or about the Building and/or Premises. 


        11.   No
tenant or its officers, agents, employees or invitees shall at any time use, bring or keep upon the Premises any flammable, combustible, explosive, foul or noxious
fluid, chemical or substance, or do or permit anything to be done in the Premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Building, or on
the property kept therein, or obstruct or interfere with the rights of other tenants, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or the fire laws, or
with any insurance policy upon the Building, or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental authority. 


        12.   No
additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be made in existing locks or the mechanism
thereof. Each tenant must, upon the termination of this tenancy, restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant, and in
the event of the loss of any keys so furnished, such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it
necessary to make such change. 


        13.   All
removals, or the carrying in or out of any safes, freight, furniture, or bulky matter of any description must take place during the hours which Landlord may
determine from time to time. The moving of safes or other fixtures or bulky matter of any kind must be made upon previous notice to the manager of the Building and under his or her supervision, and
the persons employed by any tenant for such work must be acceptable to Landlord. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and
to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord reserves
the right to prohibit or impose conditions upon the installation in the Premises of heavy objects which might overload the building floors. Landlord will not be responsible for loss of or damage to
any safes, freight, bulky articles or other property from any cause, and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of
the tenant. 


        14.   No
tenant shall purchase or otherwise obtain for use in the Premises water, ice, towel, vending machine, janitorial, maintenance or other like services, or accept
barbering or shoeshine services, except from persons authorized by Landlord, and at hours and under regulations fixed by Landlord. 



        15.   Landlord
shall have the right to prohibit any advertising by any tenant which, in Landlord's opinion, tends to impair the reputation of the Building or its desirability
as an office building and upon written notice from Landlord any tenant shall refrain from or discontinue such advertising. 


        16.   Landlord
reserves the right to exclude from the Building between the hours of 6:00 p.m. and 6:00 a.m. and at all hours of Saturdays, Sundays and legal
holidays all persons who do not possess a pass provided by Landlord. Landlord shall furnish passes to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all
persons for whom he requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or
exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other commotion, Landlord reserves the right to prevent access to the Building during the
continuance of the same, by the closing of the gates and doors or otherwise, for the safety of the tenants and others and the protection of the Building and the property therein. 


38





 



        17.   Any
outside contractor employed by any tenant shall, while in the Building, be subject to the prior written approval of Landlord and subject to the Rules and Regulations
of the Building. Tenant shall be responsible for all acts of such persons and Landlord shall not be responsible for any loss or damage to property in the Premises, however occurring. 


        18.   All
doors opening onto public corridors shall be kept closed, except when in use for ingress and egress, and left locked when not in use. 


        19.   The
requirements of tenants will be attended to only upon application to the Office of the Building. 


        20.   Canvassing,
soliciting and peddling in the Building are prohibited and each tenant shall cooperate to prevent the same. 


        21.   All
office equipment of any electrical or mechanical nature shall be placed by tenants in the Premises in settings approved by Landlord, to absorb or prevent any
vibration, noise or annoyance. 


        22.   No
air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord. 



        23.   There
shall not be used in any space, or in the public halls of the Building either by any tenant or others, any hand trucks except those equipped with rubber tires and
side guards. 


        24.   Landlord
will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wires or stringing of wires will be
allowed without written consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. All such work shall
be effected pursuant to permits issued by all applicable governmental authorities having jurisdiction. 



        25.   No
vendor with the intent of selling such goods shall be allowed to transport or carry beverages, food, food containers, etc., on any passenger elevators. The
transportation of such items shall be via the service elevators in such manner as prescribed by Landlord. 


        26.   Tenants
shall cooperate with Landlord in the conservation of energy used in or about the Building, including without limitation, cooperating with Landlord in obtaining
maximum effectiveness of the cooling system by closing drapes or other window coverings when the sun's rays fall directly on windows of the Premises, and closing windows and doors to prevent heat
loss. Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord's heating, lighting, ventilating and air conditioning system. Tenant shall not tamper with or change the
setting of any thermostats or temperature control valves, and shall in general use heat, gas, electricity, air conditioning equipment and heating equipment in a manner compatible with sound energy
conservation practices and standards. 


        27.   All
parking ramps and areas, pedestrian walkways, plazas, and other public areas forming a part of the Building shall be under the sole and absolute control of Landlord
with the exclusive right to regulate and control these areas. Tenant agrees to conform to the rules and regulations that may be established by Landlord for these areas from time to time. 



        28.   Landlord
reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs,
or who shall in any manner do any act in violation of any of the rules and regulations of the Building. 


        29.   Tenant
and its employees, agents, subtenants, contractors and invitees shall comply with all applicable "no-smoking" ordinances and, irrespective of such
ordinances, shall not smoke or permit smoking of cigarettes, cigars or pipes outside of Tenant's Premises (including plaza areas) in any portions of the Building except areas specifically designated
as smoking areas by Landlord. If required by applicable ordinance, Tenant shall provide smoking areas within Tenant's Premises. 


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EXHIBIT D
  
    Suite Acceptance Agreement



	Building Name/Address:	 	






	Tenant Name:	 	






	Tenant Code:	 	
	 	Suite #:	 	






	Management's Tenant Contact:	 	
	 	Phone #:	 	






Gentlemen:



As
a representative of the above referenced tenant, I/we have physically inspected the suite noted above and its improvements
with                        , a representative
of                        . I/we accept the
suite improvements as to compliance with all the requirements indicated in our lease, also including the following verified information below: 



Lease
Commencement Date: ______________,    Occupancy Date: ______________ 


Lease
Rent Start Date*: ______________,    Actual Rent Start*: ______________ 


Lease
Expiration Date: ______________,    Actual Expiration Date: ______________ 


Date
Keys Delivered: ______________ 



	Items requiring attention:	 	 
	 	 	 	












*
If these dates are not the same, attach documentation. 



NOTE:
This inspection is to be made prior to tenant move-in. 






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QuickLinks



Exhibit 10.1



TABLE OF CONTENTS OFFICE LEASE



OFFICE LEASE


EXHIBIT A FLOOR PLAN OF PREMISES


EXHIBIT B WORK LETTER AGREEMENT


SCHEDULE 1



EXHIBIT C RULES AND REGULATIONS


EXHIBIT D Suite Acceptance Agreement