Exhibit 10.17


 


THIRD AMENDMENT TO OFFICE LEASE


 


THIS THIRD AMENDMENT TO
OFFICE LEASE DOCUMENT (this “Amendment”)  dated 8/1/07 is entered into by and between WTCC
AUSTIN INVESTORS V, L.P., (“Landlord”),  a Delaware
limited partnership, and NETSPEND CORPORATION (“Tenant”),  a Delaware corporation, with
reference to the following:


 


A.                                    Pursuant to
that certain Lease Agreement dated August 11, 2003, by and between
Crescent Real Estate Funding VIII, L.P., Landlord’s predecessor-in-interest,
and Tenant (the “Original
Lease”),
as amended by that certain First Amendment to
Office Lease dated August 2, 2005 (the “First Amendment”),  as further amended by that certain
Second Amendment to Office Lease dated September 6, 2006 (the “Second Amendment”),  Landlord has
leased to Tenant approximately 50,830 Rental Square Feet of space designated as
Suite Nos. 1010, 1200, 1300, and 1350 (the “Premises”) in the building known as Austin
Centre located at 701 Brazos, Austin, Travis County, Texas (the “Building”). The
Original Lease and the Amendments thereto are collectively referred to herein
as the “Lease”.


 


B.                                    Landlord and
Tenant now desire to further amend the Lease as set forth below. Unless
otherwise expressly provided in this Amendment, capitalized terms used in this
Amendment shall have the same meanings as in the Lease.


 


FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:


 


1.                                      Expansion Space. The Lease is hereby modified and amended to
include, effective as of the effective date, certain space containing an
additional 2,675 square feet of Rentable Square Feet, located on the 10th floor
of the Building and known as Suite No. 1040, as shown on Exhibit “A” attached hereto (the “Expansion Space”).  Tenant hereby
acknowledges that the Expansion Space is leased by Tenant subject to all terms
and conditions of the Lease, as amended hereby.


 


2.                                      Premises. From and after the Expansion Date as defined herein,
the term “Premises” wherever
used in the Lease shall mean and include the Original Premises, together with
the Expansion Space, collectively consisting of approximately 53,505 Rentable
Square Feet. As used herein, “Expansion Date” means the later of: (i) the
date Tenant’s leasehold improvements are substantially completed (or would have
been substantially completed except for delays caused by Tenant) in accordance
with Exhibit C attached hereto and made a part hereof for all purposes, or
(ii) September 1, 2007. Notwithstanding the foregoing, if Tenant
occupies all or any part of the Premises prior to (i) or (ii) above,
the Expansion Date shall be the date of such occupancy. Within five (5) business
days after the Expansion Date or the written request of Landlord thereafter,
Tenant shall execute and deliver to Landlord a declaration specifying and
verifying, among other things, the Expansion Date and Termination Date, the
number of rentable square feet, Tenant’s Share of Operating Costs, the rent
schedule, prepaid rent, if any, the amount of the security deposit, and such other
information relating to the Lease as the Landlord may reasonably request,
including acceptance of construction.


 


1

















 


3.                                      Lease Term for Expansion Space. Tenant’s lease of the
Expansion Space shall commence on the Effective Date and shall terminate on August 31,
2009 (the “Expansion Term”), which
is the date the initial Lease Term shall terminate, provided, however, the
early termination provision of Paragraph 3D of the Original Lease and Paragraph
3 of the Second Amendment, shall not apply to the Expansion Space, and
Expansion Term set forth in this Third Amendment and the Tenant shall not have
any right of early termination of the Expansion Term and Expansion Space set
forth in this Third Amendment.


 


4.                                      Base Rent. Commencing on the Expansion Date, Tenant shall pay
monthly rental (“Base Rent”) for the Expansion Space at the same time and place
and in the manner provided in the Lease according to the following rental
schedule:


 




	
  Lease Months

  	
   

  	
  Rent

  
	
   

  	
   

  	
   

  
	
  09/01/07 – 08/31/09

  	
   

  	
  $3,789.58 per month (based on a rental rate
  of $17.00 per square foot of Rentable Area per year)

  






 


5.                                      Leasehold Improvements. Landlord shall construct
leasehold improvements in the Expansion Space in accordance with the Work
Letter attached hereto as Exhibit “B.”


 


6.                                      Section 4.A. is amended and restated in its entirety to
read as follows:


 


A.                                    Payments. As
consideration for this Lease, Tenant shall pay Landlord, without any demand,
setoff or deduction, the  total amount of Base Rent, Tenant’s
Pro Rata Share of the Operating Expenses (defined in Section 4.D.) and all
other sums payable by Tenant under this Lease (all of which are sometimes
collectively referred to as “Rent”). In addition to the taxes that are included
as operating expenses under Section 4.D.(5), Tenant shall pay and be
liable for all rental, gross receipts, sales and use, or other taxes, if any
(but excluding income and estate taxes), imposed upon or measured by rents,
receipts or income attributable to ownership, use, occupancy, rental, leasing,
operation or possession of the Premises, provided, however, any amounts paid by
the tenant shall under this Section 4.A. and shall not be treated as
Operating Expenses under Section 4.D. Tax Expenses under this Section 4.A.
shall include, without limitation: (i) any tax on the rent or other
revenue from the Property, or any portion thereof, or as against the business
of owning or leasing the Property, or any portion thereof, including any
business, gross margins or similar tax payable by Landlord which is
attributable to rent or other revenue derived from the Property, (ii) any
assessment, tax, fee, levy, or charge allocable to or measured by the area of
the Premises or the Rent payable hereunder. The monthly Base Rent and the
Operating Expense Payment shall be due in advance on the first day of each
calendar month without notice or demand, provided that the installment of Base
Rent for the first full calendar month of the Term shall be payable upon the
execution of this Lease by Tenant. All other items of Rent shall be due and
payable by Tenant on or before 30 days after billing by Landlord. All  payments
of Rent shall be by good and sufficient check or by other means (such as


 


2

















 


automatic debit or
electronic transfer) acceptable to Landlord. If the Term commences on a day
other than the first day of a calendar month, the monthly Base Rent and the
Operating Expense Payment for the month shall be prorated on a daily basis
based on a 360 day calendar year. Landlord’s acceptance of less than the
correct amount of Rent shall be considered a payment on account of the earliest
Rent due. No endorsement or statement on a check or letter accompanying a check
or payment shall be considered an accord and satisfaction, and either party may
accept such check or payment without such acceptance being considered a waiver
of any rights such party may have under this Lease or applicable Law. Tenant’s
covenant to pay Rent is independent of every other covenant in this Lease.


 


7.                                      Operating
Expenses.


 


(a)                                 Tenant shall
pay its Pro Rata Share of all Operating Expenses in accordance with the Lease
(as amended hereby). Commencing on the Expansion Date, Tenant’s pro rata share
of all operating expenses is 15.5690%.


 


(b)                                 Section 4.D.(5) of
the Original Lease is hereby amended and restated in its entirety to read as
follows:


 


(5)                                 Real estate
taxes, assessments, business taxes, excises, association dues, fees, levies,
charges and other taxes of every kind and nature whatsoever, general and
special, extraordinary and ordinary, foreseen and unforeseen, including
interest on installment payments, which may be levied or assessed against or
arise in connection with ownership, use, occupancy, rental, leasing, operation
or possession of the Property, including personal property taxes for property
that is owned by Landlord and used exclusively in connection with the
operation, maintenance and repair of the Property, or substituted, in whole or
in part, for a tax previously in existence by any taxing authority, or assessed
in lieu of a tax increase, or paid as rent under any ground lease. Real estate
taxes do not include Landlord’s income or estate taxes (except to the extent
provided above).


 


8.                                      The Lease is
amended to provide that a new Section 4.E.(12) is added as follows:


 


(12)                          Rental, gross
receipts, sales and use, or other taxes, if any, imposed upon or measured by
rents, receipts or income attributable to ownership, use, occupancy, rental,
leasing, operation or possession of the Property which have been paid by
tenants pursuant to Section 4.A.


 


9.                                      Nothing in this Third
Amendment will change or modify the terms and conditions of the Lease as it
pertains to parking, except as set forth in the attached Exhibit “C.”


 


10.                               Notice. All notices,
requests or documents permitted or required to be delivered under the Lease to
Landlord shall be sent to the following address pursuant to Section 1.M.
of the Original Lease:


 


3

















 


	
  Austin Centre:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  WTCC AUSTIN  

  INVESTORS V, L.P  

  c/o T. Stacy & Associates, Inc. 
  

  823 Congress Avenue, Suite 1111  

  Austin, Texas 78701 

  Attn: Tom Stacy

  	
   

  	
  Walton Street Capital 

  900 North Michigan, Suite 1900  

  Chicago, Illinois 60611 

  Attn: Luke G. Massar

  



 


11.                               Broker. Tenant
represents and warrants that it has not been represented by any broker other
than HerronWiliams in connection with the execution of this Amendment. Tenant shall indemnify and hold harmless Landlord and
its designated property management, construction and marketing firms, and their
respective partners, members, affiliates and subsidiaries, and all of their
respective officers, directors, shareholders, employees, servants, partners,
members, representatives, insurers and agents from and against all claims
(including costs of defense and investigation) of any broker or agent or
similar party claiming by, through or under Tenant in connection with this
Amendment.


 


12.                               Miscellaneous.
This Amendment shall become effective only upon full execution and
delivery of this Amendment by Landlord and Tenant. This Amendment contains the
parties’ entire agreement regarding the subject matter covered by this
Amendment, and supersedes all prior correspondence, negotiations, and
agreements, if any, whether oral or written, between the parties concerning
such subject matter. There are no contemporaneous oral agreements, and there
are no representations or warranties between the parties not contained in this
Amendment. Except as modified by this Amendment, the terms and provisions of
the Lease shall remain in full force and effect, and the Lease, as modified by
this Amendment, shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and permitted assigns. Landlord represents to
Tenant that the person signing this Amendment on behalf of Landlord is
authorized to execute this Amendment without the necessity of obtaining any
other signature, and that this Amendment is fully binding on Landlord.


 


[SIGNATURES
ON FOLLOWING PAGE]


 


4

















 


EXECUTED to be effective as of 8-1-07,  the
Effective Date.


 


LANDLORD:


 


WTCC AUSTIN INVESTORS V, L.P., 

a Delaware limited partnership


 


	
  By: 

  	
  WTCC Austin Mezz GP V, L.L.C.,

  
	
   

  	
  a Delaware limited liability company,

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  WTCC Austin Mezz V, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, 

  
	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  WTCC Austin GP V, L.L.C.,

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company, 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  Walton TCC Austin Holdings V, L.L.C.,

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  Walton Street Real Estate Fund V, L.P.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited partnership,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  Walton Street Managers V, L.P.,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited partnership, 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  WSC Managers V, Inc., 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware corporation, 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Brian T. Kelly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Brian T. Kelly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Signatures
continue on following page]


 


5

















 


	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NETSPEND
  CORPORATION,

  	
   

  
	
   

  	
  a
  Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam Chibib

  	
   

  
	
   

  	
  Name:

  	
  Adam Chibib

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  



 


6

















 


EXHIBIT “A”

EXPANSION SPACE


 





 


7

















 


EXHIBIT “B” 


 


WORK LETTER


 


1.                                      Approved Construction Documents.


 


(a)                                 Tenant’s Information. Within 10
business days after the Effective Date of this Amendment, Tenant shall submit
to Landlord (i) the name of a representative of Tenant who has been
designated as the person responsible for receiving all information from and
delivering all information to Landlord relating to the construction of the
Landlord Work (as defined below), and (ii) all information necessary for
the preparation of complete, detailed architectural, mechanical, electrical and
plumbing drawings and specifications for construction of the Landlord Work in
the Expansion Space, including Tenant’s partition and furniture layout,
reflected ceiling, telephone and electrical outlets and equipment rooms,
initial provider(s) of telecommunications services, doors (including
hardware and keying schedule), glass partitions, windows, critical dimensions,
imposed loads on structure, millwork, finish schedules, security devices, if
any, which Tenant desires or Landlord requires to have integrated with other
Building safety systems, and HVAC and electrical requirements (including Tenant’s
connected electrical loads and the National Electrical Code (NFPA-70) Design
Load Calculations), together with all supporting information and delivery
schedules (“Tenant’s  Information”).


 


(b)                                 Construction
Documents. Following Landlord’s execution of the Amendment
and receipt of Tenant’s Information, Landlord’s designated
architectural/engineering firm shall prepare and submit to Tenant all finished
and detailed architectural drawings and specifications, including mechanical,
electrical and plumbing drawings (the “Construction Documents”).  In addition,
Landlord shall advise Tenant of the number of days of Tenant Delay (as defined
below) attributable to extraordinary requirements (if any) contained in
Tenant’s Information. Landlord (or its designated representative) reserves the
right to designate the location(s) of all of Tenant’s mechanical,
electrical or other equipment and the manner in which such equipment will be
connected to Building systems.


 


(c)                                  Approved
Construction Documents. Within 5 Business Days after receipt,
Tenant shall (i) approve and return the Construction Documents to
Landlord, or (ii) provide Landlord Tenant’s written requested changes to
the Construction Documents, in which event Landlord shall have the Construction
Documents revised (as Landlord deems appropriate) and resubmitted to Tenant for
approval within 3 Business Days after receipt. If Tenant fails to request
changes within such 5 Business Day period, Tenant shall be deemed to have
approved the Construction Documents. Upon Tenant’s approval, the Construction
Documents shall become the “Approved
Construction Documents.” By granting approval of the
Construction Documents (whether such approval is expressly granted or deemed
given as provided above), Tenant shall be deemed to have confirmed by means of
calculations or metering that the available capacity of the Building electrical
system will support Tenant’s electrical requirements.


 


2.                                      Pricing and Bids. Landlord shall
seek 3 competitive bids from general contractors from Landlord’s approved
bidding list. Only subcontractors from Landlord’s approved subcontractor list
shall be allowed to work on the mechanical, electrical and plumbing


 


8

















 


components of the Building. Landlord and Tenant
shall mutually agree on the selection of the general contractor.


 


3.                                      Landlord’s Contributions. Landlord will
provide a construction allowance not to exceed $17,869.00 (the “Construction Allowance”),  toward the
cost of constructing the Landlord Work. Payments shall be made directly to
Landlord’s contractor performing the Landlord Work. The cost of (a) all
space planning, design, consulting or review services and construction
drawings, (b) extension of electrical wiring from Landlord’s designated
location(s) to the Expansion Space, (c) purchasing and installing all
building equipment for the Expansion Space (including any submeters and other
above building standard electrical equipment approved by Landlord),
(d) required metering, re-circuiting or re-wiring for metering, equipment
rental, engineering design services, consulting services, studies, construction
services, cost of billing and collections, (e) materials and labor, and
(f) an asbestos survey of the Expansion Space if required by applicable
Law, shall all be included in the cost of the Landlord Work and may be paid out
of the Construction Allowance, to the extent sufficient funds are available for
such purpose. Tenant acknowledges that an asbestos survey will probably be
required by applicable Law and that the time required for such asbestos surveys
should be incorporated in Tenant’s construction planning. The Construction
Allowance made available to Tenant under this Work Letter must be utilized for
its intended purpose within 180 days after the Effective Date or be forfeited
with no further obligation on the part of Landlord. To the extent that any
portion of the construction allowance is left after the completion of the
Landlord work (the “Excess Allowance”), Tenant may use the Excess Allowance to make
improvements to the Leased Premises defined in the Original Lease, First
Amendment, or Second Amendment, provided, however, if the Excess Allowance is
not used for such purposes by January 31, 2008, the Excess Allowance shall
be deemed forfeited.


 


4.                                      Construction.


 


(a)                                 General Terms. Subject to
the terms of this Work Letter, Landlord agrees to cause leasehold improvements
to be constructed in the Premises (the “Landlord Work”) in a good and workmanlike manner in
accordance with the Approved Construction Documents. Tenant acknowledges that
Landlord is not an architect or engineer, and that the Landlord Work will be
designed and performed by independent architects, engineers and contractors.
Accordingly, Landlord does not guarantee or warrant that the Approved
Construction Documents will comply with Laws or be free from errors or
omissions, nor that the Landlord Work will be free from defects, and Landlord
will have no liability therefor. In the event of such errors, omissions or
defects, and upon Tenant’s written request, Landlord will use commercially
reasonable efforts to cooperate with Tenant in enforcing any applicable
warranties. In addition, Landlord’s approval of the Construction Documents or
the Landlord Work shall not be interpreted to waive or otherwise modify the
terms and provisions of the Lease, as amended. Except with respect to the
economic terms set forth in Paragraph 3 of this Work Letter, the terms and provisions contained in
this Work Letter shall survive the completion of the Landlord Work and shall
govern in all applicable circumstances arising under the Lease throughout the
term of the Lease, including the construction of future improvements in the
Expansion Space. Tenant acknowledges that Tenant’s Information and the Approved
Construction Documents must comply with (i) the definitions used by
Landlord for the electrical terms used in this Work Letter, (ii) the
electrical and HVAC design capacities of the Building, (iii) Landlord’s
policies


 


9

















 


concerning communications and fire alarm services,
and (iv) Landlord’s policies concerning Tenant’s electrical design
parameters, including harmonic distortion. Upon Tenant’s request, Landlord will
provide Tenant a written statement outlining items (i) through
(iv) above.


 


(b)                            ADA Compliance. Landlord
shall, as an Operating Expense, be responsible for ADA (and any applicable
state accessibility standard) compliance for the core areas of the Building
(including elevators, Common Areas, and service areas), the Building’s parking
facilities and all points of access into the Building. Tenant shall, at its
expense, be responsible for ADA (and any applicable state accessibility
standard) compliance in the Expansion Space, including restrooms on any floor
now or hereafter leased or occupied in its entirety by Tenant, its Affiliates
or transferees. Landlord shall not be responsible for determining whether
Tenant is a public accommodation under ADA or whether the Approved Construction
Documents comply with ADA requirements, including submission of the Approved
Construction Documents for review by appropriate state agencies. Such
determinations, if desired by Tenant, shall be the sole responsibility of
Tenant.


 


(c)                             Substantial
Completion. The Landlord Work shall be deemed to be “Substantially Complete” on
the date that all Landlord Work (other than any details of construction,
mechanical adjustment or any other similar matter, the noncompletion of which
does not materially interfere with Tenant’s use or occupancy of the Expansion
Space) has been performed. Time is of the essence in connection with the
obligations of Landlord and Tenant under this Work Letter. Landlord shall not
be liable or responsible for any claims incurred (or alleged) by Tenant due to
any delay in achieving Substantial Completion for any reason. Tenant’s sole and
exclusive remedy for any delay in achieving Substantial Completion for any
reason other than Tenant Delay (defined below) shall be the resulting
postponement (if any) of the commencement of rental payments for the Expansion
Space under this Amendment. “Tenant Delay” means any act or omission of Tenant or
its agents, employees, vendors or contractors that actually delays the
Substantial Completion of the Landlord Work, including: (i) Tenant’s
failure to furnish information or approvals within any time period specified in
the Amendment, including the failure to prepare or approve preliminary or final
plans by any applicable due date; (ii) Tenant’s selection of non-building
standard equipment or materials; (iii) changes requested or made by Tenant
to previously approved plans and specifications; or (iv) performance of
work in the Expansion Space by Tenant or Tenant’s contractor(s) during the
performance of the Landlord Work.


 


5.                                      Costs.


 


(a)                                 Change Orders
and Cost Overruns. Landlord’s approval is required in advance of all
changes to, and deviations from, the Approved Construction Documents (each, a “Change Order”),  including any
(i) omission, removal, alteration or other modification of any portion of
the Landlord Work, (ii) additional architectural or engineering services,
(iii) changes to materials, whether building standard materials, specially
ordered materials, or specially fabricated materials, or (iv) cancellation
or modification of supply or fabrication orders. Except as otherwise expressly
provided in this Work Letter, all costs of the Landlord Work in excess of the
Construction Allowance including Change Orders requested by Tenant and approved
by Landlord which increase the cost of the Landlord Work (collectively, “Cost Overruns”) shall be
paid by Tenant to Landlord within 10 days of receipt of Landlord’s invoice. In
addition, at


 


10

















 


Landlord’s election, Landlord may require Tenant to
prepay any projected Cost Overruns within 10  days of receipt of
Landlord’s invoice for same. Landlord may stop or decline to commence all or
any portion of the Landlord Work until such payment (or prepayment) of Cost
Overruns is received. On or before the Commencement Date, and as a condition to
Tenant’s right to take possession of the Expansion Space, Tenant shall pay
Landlord the entire amount of all Cost Overruns, less any prepaid amounts.
Tenant’s failure to pay, when due, any Cost Overruns or the cost of any Change
Order shall constitute an event of default under the Lease.


 


(b)                                 Construction
Management Fee. Within 10 days following the date of invoice,
Tenant shall, for supervision and administration of the construction and
installation of the Landlord Work, pay Landlord a construction management fee
equal to 2.5% of the aggregate contract price for the Landlord Work, which may
be paid from the unused portion of the Construction Allowance (if any).
Tenant’s failure to pay such construction management fee when due shall
constitute an event of default under the Lease.


 


6.                                      Acceptance. By taking
possession of the Expansion Space, Tenant agrees and acknowledges that
(i) the Expansion Space is usable by Tenant as intended;
(ii) Landlord has no further obligation to perform any Landlord Work or
other construction (except punchlist items, if any, agreed upon by Landlord and
Tenant in writing): and (iii) both the Building and the Expansion Space
are satisfactory in all respects.


 


11

















 


EXHIBIT C


 


TO

THIRD AMENDMENT TO OFFICE LEASE BETWEEN

WTCC AUSTIN INVESTORS V, L.P., AS LANDLORD, AND

NETSPEND CORPORATION, AS TENANT


 


PARKING


 


(a)                            Conversion of
Unreserved Space to Reserved Space. Tenant shall convert one
of its existing unreserved parking spaces in the Omni Austin Hotel Downtown
parking garage to a reserved space (the “Additional Reserved Space”) in the
Omni Austin Hotel Downtown parking garage. Tenant agrees to rent the Additional
Reserved Space through the Expansion Term of the Lease. Tenant shall rent the
Additional Reserved Space unless and until Landlord releases Tenant from such
space after Tenant gives at least sixty (60) days prior written notice to
Landlord that Tenant desires to relinquish the Additional Reserved Space, but
Landlord shall be under no obligation to later make available to Tenant any
space relinquished by Tenant. Rates may be changed from time to time by the
operator(s) of the garage(s). As rental for the Additional Reserved Space
provided to Tenant hereunder, Tenant shall pay to Landlord or the operator of
the garage, as may be designated from time to time by Landlord, monthly in
advance in the same manner and in addition to the Base Rent provided in the
Lease, rental on the Additional Reserved Space at the initial rate of $250.00
plus tax per month. Tenant may from time-to-time lease additional spaces on a
month to month basis (subject to availability, if any) in other offsite
locations leased by Landlord at market rates plus tax for any spaces in other garages
or surface lots.


 


(b)                            Miscellaneous. Tenant shall
comply with all traffic, security, safety and other rules and regulations
promulgated from time to time by Landlord or the Garage Operator. Tenant shall
indemnify and hold harmless Landlord from and against all claims, losses,
liabilities, damages, costs and expenses (including, but not limited to,
attorneys’ fees and court costs) arising or alleged to arise out of Tenant’s
use of any such parking spaces, whether or not caused or alleged to be caused by
Landlord’s negligence. In the event any of the above unrelinquished parking
spaces are or become unavailable at any time or from time to time throughout
the Term, whether due to casualty or any other cause beyond Landlord’s
reasonable control, this Lease shall continue in full force and effect;
provided, however, Tenant shall be entitled to an abatement of the rent due for
any such unrelinquished space for so long as it is unavailable for use by
Tenant during normal Building hours.


 


12