Exhibit 10.1


 


300 GALLERIA


ATLANTA


OFFICE LEASE AGREEMENT


 


TABLE OF CONTENTS


 


 


	
  1.

  	
  Term and Possession.

  	
   

  
	
  2.

  	
  Monthly Rental.

  	
   

  
	
  3.

  	
  Tenant Allowance.

  	
   

  
	
  4.

  	
  Occupancy and
  Use.

  	
   

  
	
  5.

  	
  Compliance
  with Laws.

  	
   

  
	
  6.

  	
  Alterations.

  	
   

  
	
  7.

  	
  Repair/Maintenance.

  	
   

  
	
  8.

  	
  Liens.

  	
   

  
	
  9.

  	
  Assignment and Subletting.

  	
   

  
	
  10.

  	
  Insurance and Indemnification.

  	
   

  
	
  11.

  	
  Waiver of Subrogation.

  	
   

  
	
  12.

  	
  Service and Utilities.

  	
   

  
	
  13.

  	
  Estoppel Certificate.

  	
   

  
	
  14.

  	
  Holding Over and Short Term Extension.

  	
   

  
	
  15.

  	
  Subordination.

  	
   

  
	
  16.

  	
  Re-Entry
  by Landlord.

  	
   

  
	
  17.

  	
  Insolvency or Bankruptcy.

  	
   

  
	
  18.

  	
  Default and Remedies.

  	
   

  
	
  19.

  	
  Damage by Fire, Etc.

  	
   

  
	
  20.

  	
  Condemnation.

  	
   

  
	
  21.

  	
  Sale by Landlord.

  	
   

  
	
  22.

  	
  Right of Landlord to Perform.

  	
   

  
	
  23.

  	
  Surrender of Premises.

  	
   

  
	
  24.

  	
  Waiver.

  	
   

  
	
  25.

  	
  Notices.

  	
   

  
	
  26.

  	
  Certain Rights Reserved to the Landlord.

  	
   

  
	
  27.

  	
  Communicating Equipment.

  	
   

  
	
  28.

  	
  Successors and Assigns.

  	
   

  
	
  29.

  	
  Attorneys’ Fees.

  	
   

  
	
  30.

  	
  Corporate Authority.

  	
   

  
	
  31.

  	
  Signage

  	
   

  
	
  32.

  	
  Miscellaneous.

  	
   

  
	
  33.

  	
  General
  Reasonableness [Intentionally omitted].

  	
   

  
	
  34.

  	
  Quiet Enjoyment.

  	
   

  
	
  35.

  	
  Landlord’s
  Liability.

  	
   

  
	
  36.

  	
  Parking.

  	
   

  
	
  37.

  	
  No Estate.

  	
   

  
	
  38.

  	
  Lease
  Effective Date.

  	
   

  
	
  39.

  	
  Rules
  and Regulations.

  	
   

  
	
  40.

  	
  Health
  Club/ Food Service.

  	
   

  
	
  41.

  	
  Bond Lease

  	
   

  
	
  42.

  	
  Cessation
  of Services.

  	
   

  
	
  43.

  	
  Brokerage
  Commissions.

  	
   

  
	
  44.

  	
  Reciprocal
  Indemnification.

  	
   

  
	
  45.

  	
  Competing
  Tenants.

  	
   

  
	
  46.

  	
  Name of
  Building.

  	
   

  
	
  47.

  	
  Exculpation

  	
   

  



 


 


	
  Exhibit “A”

  	
   

  	
  Rules and Regulations

  	
   

  
	
  Exhibit “B”

  	
   

  	
  Estoppel Certificate

  	
   

  
	
  Exhibit “C”

  	
   

  	
  Floor Plan of Demised Premises

  	
   

  
	
  Exhibit “D”

  	
   

  	
  Cleaning Specifications

  	
   

  
	
  Exhibit “E”

  	
   

  	
  Security Services

  	
   

  
	
  Exhibit “F”

  	
   

  	
  Subordination Agreement, Acknowledgement of
  Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement

  	
   

  
	
  Exhibit “G”

  	
   

  	
  Parking Spaces

  	
   

  
	
  Exhibit “H”

  	
   

  	
  Engineering Services

  	
   

  



 

















 


THIS LEASE is made as of the 16th day of January, 2004
between 300 Galleria Parkway Associates, a Texas limited partnership
(hereinafter called “Landlord”) and Worldspan, L.P., a Delaware limited
partnership (hereinafter called “Tenant”).


 


WITNESSETH:


 


Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord those premises (hereinafter called “Premises”) shown on Exhibit
“C” attached hereto (shaded in blue) and made a part thereof, being located
in Atlanta Galleria Office Tower No. 300, a multistory office building (the
“Building”) constructed on a parcel of land (the “Property”) bounded by I-285
on the North, I-75 on the East, U.S. 41 on the West and Akers Mill Road on the
South.  Tenant’s Federal Tax
Identification Number is 43-1534250.


 


	
  Premises:

  	
  Atlanta Galleria-Office Tower No. 300

  	
   

  
	
   

  	
  300 Galleria Parkway

  	
   

  
	
   

  	
  Atlanta, Cobb County, Georgia

  	
   

  
	
   

  	
  Suite 2100

  	
   

  
	
   

  	
  Square Feet:

  	
  278,532 total, comprised of:

  	
   

  
	
   

  	
  Floor 3:

  	
  15,142 rentable square feet

  	
   

  
	
   

  	
  Floor 4:

  	
  21,649 rentable square feet

  	
   

  
	
   

  	
  Floor 5:

  	
  23,075 rentable square feet

  	
   

  
	
   

  	
  Floor 10:

  	
  9,052 rentable square feet

  	
   

  
	
   

  	
  Floor 11:

  	
  23,139 rentable square feet

  	
   

  
	
   

  	
  Floor 14:

  	
  23,139 rentable square feet

  	
   

  
	
   

  	
  Floor 15:

  	
  23,139 rentable square feet

  	
   

  
	
   

  	
  Floor 16:

  	
  23,139 rentable square feet

  	
   

  
	
   

  	
  Floor 17:

  	
  23,291 rentable square feet

  	
   

  
	
   

  	
  Floor 18:

  	
  23,431 rentable square feet

  	
   

  
	
   

  	
  Floor 19:

  	
  23,431 rentable square feet

  	
   

  
	
   

  	
  Floor 20:

  	
  23,431 rentable square feet

  	
   

  
	
   

  	
  Floor 21:

  	
  23,474 rentable square feet

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Subject to adjustment as provided in Section 1(b) and
  Section 1(c) below

  



 


1.                                      Term and

Possession.


 


(a)                                  The term of the Lease
shall be for eleven (11) years (or until sooner terminated as herein provided)
(the “Lease Term”), beginning on January 1, 2004, and terminating on December
31, 2014, as the same may be extended as set forth in Section 2(d) below.


 


(b)                                 Expansion Rights.


 


(i)                                     Right of First
Refusal - Floors 8, 9, 10 and 12. 
Landlord does hereby grant unto Tenant, upon the terms and conditions
hereinafter set forth, the right of first refusal (individually, an “Expansion
Option” and collectively, the “Expansion Options”), exercisable as hereinafter
set forth, covering all space that becomes available (subject to the following
provisions and to any pre-existing rights currently held by another tenant or
tenants in the Building as of the date of this Lease and to renewal rights
granted to any future third party tenants on the 8th, 9th,
10th and 12th floors of the Building that were contained
in the offers by such third party tenants) after the expiration of any third
party tenant lease (a “Third Party Lease”; such date of expiration, a “Third
Party Lease Expiration Date”) on the 8th, 9th, 10th, and 12th Floors of the
Building or portions thereof (the “Expansion Space”).  Tenant shall not have the right to exercise an Expansion Option,
and Landlord shall not be obligated to provide notice as provided in Section
1(b)(ii) below, for a period of six (6) months after Tenant’s notice of its exercise
of a Contraction Option in accordance with Section 1(c) below, and further
provided, however, that in the event Tenant, prior to the Contraction Date (as
defined in Section 1(c) below) applicable to Tenant’s exercise of a Contraction
Option, exercises an Expansion Option, then in such event the per square foot
Monthly Rental for such Expansion Space shall in no event be less than the per
square foot Monthly Rental Tenant is required to pay at any corresponding point
in time pursuant to Section 2(a) hereof.


 

















 


(ii)           Procedures for Exercise of Expansion
Option.


 


a.                                       If
Landlord has received a bona fide offer from another tenant for such Expansion
Space (other than the tenant then occupying such Expansion Space), Landlord
shall provide Tenant a copy of such offer, and Tenant shall have the option to
lease such Expansion Space upon the same terms and conditions as contained in
such offer provided that in the event the term of such bona fide offer shall
extend past the term of this Lease, then such term shall be modified (subject
to Section 1(b)(v) below) to provide that the term for such Expansion Premises
shall be co-terminous with the Lease Term, and any tenant improvement
allowances, free rent/rent abatements or other concessions contained in such
bona fide third party offer shall be equitably prorated.  If Tenant desires to exercise its Expansion
Option pursuant to this Section 1(b)(ii)a., Tenant must deliver written notice
to Landlord within fifteen (15) days after Tenant’s receipt of such third-party
offer, and if Tenant fails to deliver notice of Tenant’s desire to exercise
such Expansion Space, Tenant shall be deemed to have waived such Expansion
Option with respect to such Expansion Space. 
If Tenant timely exercises its Expansion Option with respect to such
Expansion Space pursuant to this Section 1(b)(ii)a., Landlord shall deliver
such applicable Expansion Space to Tenant in accordance with the terms of such
bona fide third-party offer.  Tenant
shall have no right to exercise any Expansion Option with respect to less than
all of the applicable Expansion Space. 
In no event shall Tenant’s rights under this Section 1(b)(ii)a. apply to
an offer by a tenant to continue to lease such Expansion Space then leased by
such tenant, provided that nothing in this sentence shall limit Tenant’s rights
under Section 1(b)(ii)b. below.


 


b.                                      With
respect to Expansion Space that is occupied by a tenant who does not have a
right of renewal, or who has waived its right of renewal (by, for example, not
exercising it within the required time period), Landlord shall notify Tenant no
later than one hundred eighty (180) days prior to the Third Party Lease
Expiration Date applicable to such Expansion Space.  If Tenant desires to exercise its Expansion Option pursuant to
this Section 1(b)(ii)b., Tenant must deliver written notice to Landlord within
thirty (30) days after receipt of Landlord’s notice of the Third Party Lease
Expiration Date, and if Tenant fails to deliver notice of Tenant’s election to
lease such Expansion Space, Tenant shall be deemed to have waived such
Expansion Option with respect to such Expansion Space.  If Tenant timely exercises its Expansion
Option with respect to such Expansion Space pursuant to this Section 1(b)(ii)b.,
Landlord shall deliver such applicable Expansion Space to Tenant at the
expiration of the existing tenant’s term with respect to such Expansion Space,
or as otherwise agreed to by Landlord and Tenant.  Tenant shall have no right to exercise any Expansion Option with
respect to less than all of the applicable Expansion Space.  Tenant’s Expansion Option pursuant to this
Section 1(b)(ii)b. shall be at the Market Rental Rate (as defined and
determined as set forth below) and for the remaining term of this Lease, and
otherwise on the same terms and conditions contained in this Lease.  Within thirty (30) days after Tenant’s
notice of its election to exercise the applicable Expansion Option pursuant to
this Section 1(b)(ii)b., Landlord shall provide Tenant with written notice of
Landlord’s estimate of the Market Rental Rate. 
Within ten (10) days after Tenant’s receipt of Landlord’s estimate of
the Market Rental Rate, Tenant shall indicate in writing its acceptance or
rejection of such estimate, and, if rejected, Landlord and Tenant shall
negotiate in good faith for fifteen (15) days to agree upon the Market Rental
Rate.  If Landlord and Tenant shall fail
to agree upon the Market Rental Rate after such fifteen (15) day period, the
Market Rental Rate shall be determined in accordance with subsection (iv)
below.


 


c.                                       Notwithstanding
any provisions to the contrary in this Lease, the Expansion Options set forth
in Sections 1(b)(i) and 1(b)(ii) hereof shall apply, and may be exercisable by
Tenant, only in the event that Worldspan, L.P., or Worldspan, L.P.’s successor
under a Permitted Transfer (as hereinafter defined), is leasing and occupying
all or a portion of the Premises for the purpose of conducting business
therein.


 


(iii)                               Notification
Agreement - Vacant Space in Building. 
For so long as Tenant has at least three (3) years remaining on its
Lease Term,


 


2

















 


including any renewal term that has been
exercised by Tenant, but excluding any unexercised renewal term, Landlord, upon
the written request of Tenant, shall, on or before January 15 of each calendar
year, make Tenant aware of all unleased space in the Building and all space
that Landlord anticipates will become available for lease within such calendar
year and that is not then subject to (a) rights of renewal, (b) options to
lease, or (c) rights of first refusal or similar rights granted to others (such
space, the “Notification Space”). 
Tenant shall then have the right to identify in writing to Landlord
within thirty (30) days after Landlord’s notice to Tenant of any of such
Notification Space that Tenant would consider leasing, and, in such event,
Landlord shall for a period of thirty (30) days thereafter negotiate in good
faith with Tenant as to Tenant’s leasing of such identified Notification Space.


 


(iv)                              Determination of
Market Rental Rate.  If Landlord and
Tenant cannot agree on the Market Rental Rate within the time period
established pursuant to Section 1(b)(ii)b. above or Section 1(d) below, they
shall each appoint a Qualified Broker (as hereinafter defined) within ten (10)
days of their failure to agree, and submit to each other and their respective
Qualified Brokers their respective final estimates of the Market Rental
Rate.  The two Qualified Brokers shall
together select a third Qualified Broker within ten (10) days of their
appointments, and the majority of the three Qualified Brokers shall select
which of either Landlord’s or Tenant’s estimate of the Market Rental Rate most
accurately reflects the true Market Rental Rate, which decision shall be final
and binding upon the parties hereto.  In
the event the Landlord’s or Tenant’s Qualified Brokers cannot agree upon the
third Qualified Broker, then they shall apply to the then president of the
Atlanta Board of Realtors for the selection of the third Qualified Broker who
meets all of the qualifications set forth herein, which selection shall be made
within fifteen (15) days after such application.  The Qualified Broker selected by the president of the Atlanta
Board of Realtors shall be a person who has not previously acted in any
capacity for either party, its affiliates or leasing agents.  To the extent not inconsistent with the
foregoing, the arbitration procedure shall be governed by the rules of the American
Arbitration Association.  Each party
shall pay the cost and expenses of its own selected Qualified Broker and shall
share equally in the costs and expenses of the third Qualified Broker.  For the
purposes of this Lease, the “Market Rental Rate” shall mean the arm’s
length fair market annual base rental rate per rentable square foot under
leases and amendments entered into on or about the date on which the rate is
being determined hereunder (which Market Rental Rate shall also include annual
or other periodic escalations thereof, if any, determined in a manner
consistent with this Article).  The
determination of the Market Rental Rate shall take into account any material
economic differences between the terms of this Lease and any comparison lease
or amendment, such as rent abatements, construction costs, existing
improvements and other concessions and the manner, if any, in which the
landlord under any such lease is reimbursed for operating expenses and
taxes.  The determination of the Market
Rental Rate shall also take into consideration all other relevant factors,
including, without limitation, size of leased premises, Tenant’s
creditworthiness, whether a brokerage commission is payable by Landlord and the
location and/or floor level within the Building.  All comparable valuation figures used by the Qualified Brokers
shall utilize comparables from comparable buildings in the Galleria Project (as
hereinafter defined).  As used herein, a
“Qualified Broker” shall mean a commercial real estate broker with no less than
ten (10) years experience valuing and leasing Class “A” commercial office real
estate, with no less than the last six (6) years of which being conducted in
the Atlanta, Georgia area.


 


(v)                                 Additional Space
Part of Premises.  The Expansion
Space or Notification Space leased pursuant to this Section 1(b) shall become a
part of the Premises and, except as specifically provided herein, shall be
subject to the provisions of this Lease applicable thereto, without any
modifications thereto and the term shall commence for such as specifically set
forth in this Section 1(b).   Tenant
shall not be considered to have utilized such space for the purpose of general
office use solely as the result of construction of leasehold improvements or
installing furnishings or fixtures in such space.  Notwithstanding anything herein to the contrary, in no event
shall Landlord be required to lease Expansion Space or Notification Space to
Tenant pursuant to this Section 1(b) for a lease term of less than three (3)
years.


 


(vi)                              Substitution for
Expansion Space.  In the event
Tenant has exercised any Contraction Option pursuant to Section 1(c) below and
subsequently exercised an Expansion Option for an entire floor in the Building,
Landlord shall have the right to substitute for such full floor Expansion Space
an entire floor of Contraction Space, and in such event this Lease shall be
deemed to be automatically revised to reflect such substitution.


 


3

















 


(c)                                  Contraction.  So long as there is no Event of Default then
existing, Landlord hereby grants to Tenant and Tenant shall have the right and
options (each, a “Contraction Option”) on the dates set forth below (each, a
“Contraction Date”), to reduce the size of the Premises as follows:


 


	
  Date of Contraction

  	
   

  	
  Square
  Feet

  	
   

  	
  Floor 

  
	
  December 31, 2004

  	
   

  	
  24,431 RSF

  	
   

  	
  18th Floor

  
	
  December 31, 2005

  	
   

  	
  24,431 RSF

  	
   

  	
  17th Floor

  
	
  December 31, 2006

  	
   

  	
  23,291 RSF

  	
   

  	
  16th Floor

  
	
  December 31, 2007

  	
   

  	
  23,139 RSF

  	
   

  	
  15th Floor

  
	
  December 31, 2008

  	
   

  	
  23,139 RSF

  	
   

  	
  14th Floor

  
	
  December 31, 2009

  	
   

  	
  23,139 RSF

  	
   

  	
  19th Floor

  



 


Tenant shall exercise such rights to reduce the size
of the Premises, if at all, by (i) providing Landlord with written notice of
Tenant’s election to reduce the size of the Premises at least twelve (12)
months prior to the applicable Contraction Date and (ii) specifying in such
notice the applicable floor or floors of the Premises (in accordance with the
following provisions of this Section 1(c) to be eliminated from the Premises
(the “Contraction Space”) and the location of such space (the remaining
Premises as reduced by the Contraction Space, herein called the “Premises”).


 


The Contraction Space shall be determined by applying
the following rules:


 


(i)                                     Tenant’s
Contraction Options shall be cumulative in the event that Tenant does not
exercise a Contraction Option in any year. 
As a point of clarification, in the event Tenant does not exercise the
Contraction Option effective on December 31, 2004 for the 18th Floor, it may
contract on December 31, 2005 by both the 18th and 17th Floors.  Further as an example, in the event no
floors have been contracted pursuant to this Section 2(c) by December 31, 2008,
then Tenant shall have the option of contracting all six (6) floors effective
December 31, 2009 by providing notice by December 31, 2008.


 


(ii)                                  Tenant shall elect
each Contraction Option in full floor increments only beginning with the 18th
floor and proceeding in the following order only:  17th floor, 16th floor, 15th
floor, 14th floor and 19th floor; and


 


(iii)                               On or before the
applicable Contraction Date, Tenant shall reimburse Landlord for any
unamortized commissions, as of the applicable Contraction Date, paid by
Landlord (such amount to be amortized over 10 years commencing January 1, 2005
at an interest rate of 9% per annum) and attributable to such Contraction
Space.


 


Upon the giving of a contraction notice by Tenant,
this Lease shall terminate with respect to the portion of the Contraction Space
eliminated therefrom as a result of such reduction at 11:59 p.m. on the
applicable Contraction Date as fully and completely as if such date were the
date herein originally fixed for the expiration of the Term with respect to
such space, and Tenant shall remain liable for all obligations and undertakings
of Tenant under this Lease through such Contraction Date; provided, however,
that as of such Contraction Date the Monthly Rental and Tenant’s Prorata Share
of Operating Expenses shall be recalculated to reflect the resulting reduced
size of the Premises.  Notwithstanding
the foregoing, Tenant may revoke a contraction notice pursuant to this Section
1(c) by giving written notice to Landlord on or before the Contraction Date
applicable to such proposed contraction, and, in such event, such revocation
shall apply to all portions of the Contraction Space that were covered by such
proposed contraction except for such portions of the Contraction Space as to
which Landlord has entered into a lease or leases with one or more third
parties as of the date Landlord receives such notice of revocation from Tenant.


 


(d)                                 Option to Renew or
Extend.  Tenant is hereby granted
and shall have, if no Event of Default has occurred and is continuing at the
time, two (2) separate options of five (5) years each (individually, a “Renewal
Term” and collectively, the “Renewal Terms”) to renew or extend the Lease Term
(individually, a “Renewal Option” and collectively, the “Renewal Options”) with
respect to all of the Premises then leased. 
The first Renewal Term shall commence at the expiration of the initial
term of this Lease and the second Renewal Term shall commence at the expiration
of the prior Renewal Term.  Tenant shall
exercise its Renewal Options not later than eighteen (18) months prior to the
expiration of the initial term or the expiration of the prior Renewal Term, as
the case may be.  If Tenant fails to
give the aforesaid notice for any given Renewal Option within the time
permitted, then Tenant’s rights with respect to such Renewal Option and all
future Renewal Options, if any, shall automatically terminate.  Each such renewal shall be upon all of the
terms and conditions of this Lease except as hereinafter provided with respect
to the Monthly Rental payable under Section 2(a) of this Lease.  Within thirty (30) days of


 


4

















 


Landlord’s receipt of Tenant’s notice,
Landlord must deliver to Tenant a Renewal Term proposal which shall contain
Landlord’s good faith determination of the Market Rental Rate for the
applicable Renewal Term.  If Tenant
shall dispute Landlord’s proposed Market Rental Rate, and if Landlord and
Tenant shall thereafter fail to agree upon the Market Rental Rate within the
fifteen (15) day period following delivery of Landlord’s Renewal Term proposal,
the Market Rental Rate shall be determined in accordance with subsection
1(b)(iv) above.


 


(e)                                  Premises “As Is”.  Tenant accepts the Premises in their “as is”
condition and as satisfactory for Tenant’s use.  Landlord shall have no obligation to make any additional
improvements or alterations to the Premises except as otherwise provided
herein.


 


2.                                      Monthly Rental.


 


(a)                                  Tenant shall pay to
Landlord throughout the term of this Lease in advance on the first day of each
month during every year of the term hereby demised in lawful money of the
United States, without deduction or offset except as expressly set forth
herein, to Landlord or to such other firm as Landlord may from time to time
designate in writing rent (the “Monthly Rental”) as follows:


 


(i)                                     For the period
commencing January 1, 2004 and continuing through December 31, 2004, Tenant
shall pay to Landlord annual rental of $5,297,678.64 payable in equal Monthly
Rental installments of $441,473.22, reflecting a per square foot rental rate of
$19.02.


 


(ii)                                  For the period
commencing January 1, 2005 and continuing through December 31, 2005, Tenant
shall pay to Landlord annual rental of $3,367,451.88 payable in equal Monthly
Rental installments of $280,620.99, reflecting a per square foot rental rate of
$12.09.


 


(iii)                               For each subsequent year
of the term of this Lease, commencing January 1, 2006, the annual Monthly
Rental payable shall be increased by multiplying said Monthly Rental payable in
the preceding calendar year by One Hundred Two percent (102%), and the product
so achieved shall be the Monthly Rental for the current year.  This process and rental increase shall be
accomplished for each subsequent year of this Lease and any option, renewal or
extension of this Lease and shall be adjusted for any exercised Expansion
Space, Notification Space or Contraction Space added to or subtracted from the
Premises.  The per square feet Monthly
Rental for subsequent lease years as calculated in accordance with this
subsection, calculated using the square footage of the Premises as of the date of
this Lease (278,532) prior to the exercise of any Expansion Option or
Contraction Option or the taking of any Notification Space, shall be as
follows:


 


	
  Lease Year

  	
   

  	
  Rent PRSF

  	
   

  	
  Annual
  Rent

  	
   

  	
  Monthly
  Rental

  
	
  January 1, 2006 - December 31, 2006

  	
   

  	
  $

  	
  12.33 PRSF

  	
   

  	
  $

  	
  3,434,299.56

  	
   

  	
  $

  	
   286,191.63

  
	
  January 1, 2007 - December 31, 2007

  	
   

  	
  $

  	
  12.58 PRSF

  	
   

  	
  $

  	
  3,503,932.56

  	
   

  	
  $

  	
   291,994.38

  
	
  January 1, 2008 - December 31, 2008

  	
   

  	
  $

  	
  12.83 PRSF

  	
   

  	
  $

  	
  3,573,565.56

  	
   

  	
  $

  	
   297,797.13

  
	
  January 1, 2009 - December 31, 2009

  	
   

  	
  $

  	
  13.09 PRSF

  	
   

  	
  $

  	
  3,645,983.88

  	
   

  	
  $

  	
   303,831.99

  
	
  January 1, 2010 - December 31, 2010

  	
   

  	
  $

  	
  13.35 PRSF

  	
   

  	
  $

  	
  3,718,402.20

  	
   

  	
  $

  	
   309,866.85

  
	
  January 1, 2011 - December 31, 2011

  	
   

  	
  $

  	
  13.62 PRSF

  	
   

  	
  $

  	
  3,793,605.84

  	
   

  	
  $

  	
   316,133.82

  
	
  January 1, 2012 - December 31, 2012

  	
   

  	
  $

  	
  13.89 PRSF

  	
   

  	
  $

  	
  3,868,809.48

  	
   

  	
  $

  	
   322,400.79

  
	
  January 1, 2013 - December 31, 2013

  	
   

  	
  $

  	
  14.17 PRSF

  	
   

  	
  $

  	
  3,946,798.44

  	
   

  	
  $

  	
   328,899.87

  
	
  January 1, 2014 - December 31, 2014

  	
   

  	
  $

  	
  14.45 PRSF

  	
   

  	
  $

  	
  4,024,787.40

  	
   

  	
  $

  	
   335,398.95

  



 


(iv)                              Until notified otherwise,
Tenant shall submit all payments to the following address:


 


300
Galleria Parkway Associates


Post
Office Box 930906


Atlanta,
Georgia 31193-0906 or


 


(v)                                 Tenant may use the
Electronic Fund Transfer method and wire rental payments to:


 


Account
Name:             300 Galleria Parkway Associates, LP


Bank
Name:                            Wachovia National Bank


Atlanta,
GA


Routing
& Transit:     061000227


Account
Number:                       2052700181275


 


5

















 


Tenant must notify Landlord of wire using one of the
following methods:  fax to Childress
Klein Properties, Attn:  Vicki Smith,
(770) 859-1299 or e-mail:  to Vicki_Smith@childressklein.com.  Wiring instructions are subject to change
upon notification of Landlord.  If this
Lease commences or ends on a day other than the first day of a calendar month,
the Monthly Rental for the fractional month shall be appropriately prorated.


 


(b)           Tenant recognizes that late payment of any
rent or other sum due hereunder from Tenant to Landlord will result in
administrative expense to Landlord, the extent of which additional expense is
extremely difficult and economically impractical to ascertain.  Tenant therefore agrees that if rent or any
other payment due hereunder from Tenant to Landlord remains unpaid five (5)
days after said amount is due, the amount of such unpaid rent or other payment
shall be increased by a late charge to be paid to Landlord by Tenant in an
amount equal to two and one-half percent (2.5%) of the amount of the delinquent
rent or other payment.  The amount of
the late charge to be paid to Landlord by Tenant for any month shall be
computed on the aggregate amount of delinquent rents and other payments,
including all accrued late charges then outstanding, and shall be deemed to be
rental for all purposes hereunder. 
Tenant agrees that such amount is a reasonable estimate of the loss and
expense to be suffered by Landlord as a result of such late payment by Tenant
and may be charged by Landlord to defray such loss and expense.  The provisions of this paragraph in no way
relieve Tenant of the obligation to pay rent or other payments on or before the
date on which they are due, nor do the terms of this paragraph in any way
affect Landlord’s remedies pursuant to Paragraph 18 of this Lease in the event
said rent or other payment is unpaid after the date due.


 


(c)           Rent Abatement.  Provided no Event of Default exists, Landlord
shall abate all Monthly Rental and Tenant’s Prorata Share of Operating Expenses
payable for the following months.  The
applicable abatement amount, subject to adjustments as hereinafter provided,
shall be calculated by multiplying the total square footage of the Premises by
the following per square foot rental rates:


 


	
  Abatement Month

  	
   

  	
  Abated
  Rent PRSF

  
	
  February, 2004

  	
   

  	
  $2.30 per rentable square foot

  
	
  February, 2005

  	
   

  	
  $1.73 per rentable square foot

  
	
  February, 2006

  	
   

  	
  $1.78 per rentable square foot

  
	
  February, 2008

  	
   

  	
  $1.86 per rentable square foot

  



 


During the entirety of each such month, no Monthly
Rental or Tenant’s Prorata Share of Operating Expenses shall be due from
Tenant, provided that Landlord and Tenant shall make adjustments for any rents
so abated in excess of or in deficiency of actual rental which is due in such
month determined after calculating Tenant’s Prorata Share of actual Operating
Expenses in accordance with subsection 2(d) below, and further provided that in
no event shall such abatement result in any cash payment required by Landlord
to Tenant, it being the intent of Landlord and Tenant that any amounts owing
from Landlord to Tenant after such adjustments shall instead be credited
against the next monthly payment of Tenant’s Prorata Share of Operating
Expenses due from Tenant.


 


(d)           In addition to the rent provided for above,
Tenant shall pay as additional rent hereunder Tenant’s Prorata Share as
hereinafter defined and as further provided below; provided, however, that
Landlord and Tenant acknowledge and agree that the provisions of Tenant’s
current lease for the Premises, dated as of December 6, 1995, as amended (the
“Current Lease”), regarding the definition and calculation of Operating
Expenses are incorporated herein and, notwithstanding that the Current Lease is
otherwise superseded by this Lease, shall, during the calendar year 2004 only,
and only in the event that the provisions of the Current Lease regarding
calculation of Operating Expenses differ from the provisions of this Section 2(d),
control over the provisions of this Section 2(d), so that the Operating
Expenses as determined under this Lease for calendar year 2004 shall in all
events be the same as the Operating Expenses for such year as would be
determined under the Current Lease:


 


(i)            As used herein, the term “Tenant’s Prorata
Share” shall mean the Operating Expenses for the period (prorated in the case
of partial years) from multiplied by a fraction, the numerator of which shall
be the net rentable area of the Premises, which as of the commencement date
hereof is 278,532 and the denominator of which shall be 425,540.


 


(ii)           Description of Operating Expenses.  For the purposes of this Lease, “Operating
Expenses” shall mean all actual expenses, costs and disbursements of every kind
and nature (subject to the limitations and exclusions set forth herein),
computed on the accrual basis, incurred or paid in connection with the
ownership, management, operation, repair and maintenance of the Building,
including but not limited to, but without duplication, the following:


 


6

















 


a.                                       Building
personnel costs, including, but not limited to, salaries, wages, fringe
benefits, social security taxes and other direct and indirect costs of Senior
Property Manager, Engineering Manager, Building Managers, Accounting Manager,
Construction Manager, Promotions Manager, Security Manager, and each
department’s supporting personnel and administrative assistants, engineers,
construction department, superintendents, watchmen, porters and any other
personnel engaged in the operation and maintenance of the Galleria Project and
associated overhead;


 


b.                                      the
reasonable cost of all supplies, tools, equipment and materials used in the
operation, management, maintenance, repair and access control of the Building;


 


c.                                       the
cost of all utilities for the Building, including but not limited to the cost
of electricity, gas, water, sewer services and power for heating, lighting, air
conditioning and ventilating;


 


d.                                      the
cost of all maintenance and service agreements for the Building and the
equipment therein, including but not limited to security service, garage
operators, window cleaning, elevator maintenance, HVAC maintenance, janitorial
service, waste recycling service, landscaping maintenance and reasonable and
customary landscaping replacement;


 


e.                                       the
reasonable cost of repairs and general maintenance of the Building, any
reasonable costs incurred in order to comply with any law, statute, ordinance
or governmental regulation, rule or requirement now in force or which may
hereafter be enacted or promulgated, and any reasonable costs incurred in order
to comply with the requirement of any insurer or mortgagee where such
requirements concern safety or structural features of the Building and are
commercially reasonable in light of requirements generally imposed in the
insurance or real estate lending industries with regard to buildings similar to
the Building;


 


f.                                         the
cost of any capital improvements or repairs amortized over such reasonable
period commencing after completion of such improvements or repairs as Landlord
reasonably determines (the amortization period selected by Landlord shall
reflect the useful life, in accordance with industry standards, of the
improvement or repair) together with interest on the unamortized balance at the
prime rate at the time of such capital improvements or repairs (i) which are
required to replace existing items which have worn out, provided, however, that
Landlord reasonably demonstrates that the replacement of such worn out items is
necessary and more cost-effective than the continuous repair of such worn out
items; (ii) which are required to refurbish the lobby area of the Building or
other common areas in order to maintain the Building at the then current
standards for first-class office building complexes; or (iii) which are
required under any governmental laws or regulations;


 


g.                                      the
premiums of all insurance, including casualty, rental abatement and liability
insurance applicable to the Building and Landlord’s personal property used in
connection therewith (with the premiums of all blanket or umbrella policies
being equitably allocated between all of the buildings insured thereby,
including the costs of repairs and restorations in accordance with Section 19
of this Lease, but only to the extent of the reasonable deductible amounts
under policies maintained by Landlord as provided in Section 10 hereof;


 


h.                                      the
cost of trash and garbage removal, air quality audits, vermin extermination,
and snow, ice and debris removal;


 


i.                                          the
reasonable cost of legal and accounting services incurred by Landlord in
connection with the management, maintenance, operation and repair of the
Building, excluding (A) the owner’s or Landlord’s general accounting, such as
partnership or limited liability company statements and tax returns, and (B)
legal expenses arising out of the negotiation, interpretation or enforcement of
this Lease or any other lease or agreement pursuant to which Landlord leases
space in the Building to any third party and the enforcement of the provisions
of any such lease or agreement;


 


7

















 


j.                                          all
taxes, assessments and governmental or other charges, general or special,
ordinary or extraordinary, foreseen or unforeseen (including, but not limited
to, Community Improvement District assessments), which are levied, assessed, or
otherwise imposed against the Galleria Project, street lights, personal
property or rents, or on the right or privilege of leasing the Galleria
Project, collecting rents therefrom or parking vehicles thereon, by any
federal, state, county, or municipal government or by any special sanitation
district or by any other governmental or quasi-governmental entity that has
taxing or assessment authority, and any other taxes and assessments, together
with any interest and penalties thereon, attributable to the Galleria Project
or its operation (herein collectively called the “Impositions”), but exclusive
of federal, state and local income taxes of Landlord, inheritance taxes, estate
taxes, gift taxes, transfer taxes, excess profit taxes and any taxes imposed in
lieu of such taxes.  If at any time
during the Lease Term, the present method of taxation or assessment shall be so
changed that the whole or any part of the Impositions now levied, assessed or
imposed on real estate and the improvements thereon shall be discontinued and
as a substitute therefor, or in lieu of and in addition thereof, taxes,
assessments, levies, impositions or charges shall be levied, assessed and/or
imposed wholly or partially as a capital levy or otherwise on the rents
received from the Galleria Project or the rents reserved herein or any part
thereof, then such substitute or additional taxes, assessments, levies, impositions
or charges, to the extent so levied, assessed or imposed, shall be deemed to be
included within the Impositions and the Operating Expenses.  Tenant will be responsible for ad valorem
taxes on its personal property and on the value of the leasehold improvements
in the Premises to the extent the same exceed building standard allowances (and
if the taxing authorities do not separately assess Tenant’s leasehold
improvements, Landlord may make a reasonable allocation of the ad valorem taxes
allocated to the Galleria Project to give effect to this sentence).  Landlord shall, in a commercially reasonable
manner, annually negotiate with the appropriate ad valorem taxing officials
and/or appeal the amount of ad valorem taxes assessed against the Building in
an effort to minimize the ad valorem taxes payable with respect to the
Building.  If any taxes paid by Landlord
and previously included in Operating Expenses are refunded, and provided no
Event of Default under the Lease has occurred and is continuing, and Landlord
has not otherwise given Tenant a credit for Tenant’s proportionate share of
such refund, and Tenant paid Tenant’s Prorata Share of Operating Expenses for
the period to which such refund relates, Landlord shall promptly pay Tenant an
amount equal to the amount of such refund (less the reasonable expenses
incurred by Landlord in obtaining such refund) multiplied by Tenant’s
proportionate share in effect for the period to which such refund relates;


 


k.                                       the
cost in maintaining and operating common facilities within the Building to
include roadways, loading docks, utility lines, pipes, wires, cables, and other
utility facilities, storm and sanitary sewers, culverts, drains, and manholes,
landscaping, corridors, elevators, entrances, exits, building standard
restrooms and stairwells;


 


l.                                          The
actual rental payable for the management office for the Building; provided
however, that the rent for such office space shall not exceed fair market value
rent for such space, determined at the time the obligation for the payment of
such rent was created, and provided further that the size of such management
office shall not exceed the size reasonably necessary for management of the
Building;


 


m.                                    To
the extent any costs are incurred for the benefit of a facility or other
property other than the Building (including, but not limited to, other office
buildings in the Galleria office project bounded by I-285 on the North, I-75 on
the East, U.S. 41 on the West and Akers Mill Road on the South (the “Galleria
Project”)), reasonable costs fairly and equitably calculated shall be allocated
to the Building and such other facility or other property.  To the extent costs are incurred relative to
personnel who devote their time to more than the Building, the costs shall be
equitably allocated;


 


n.                                      the
cost of tenant appreciation or promotion events except to the extent the Tenant
elects not to participate in such events;


 


8

















 


o.                                      the
Building’s prorata share of all assessments, costs, expenses or other charges
imposed upon the Building and/or Building pursuant to the Common Area
Maintenance Agreement dated July 7, 1985, as amended, relating to the Galleria
Project and all assessments (if any) assessed against the Galleria Project
during the Lease Term pursuant to any protective covenants, easements
agreements or common area maintenance agreements now or hereafter of record
against the Galleria Project; and


 


p.                                      reasonable
seasonal expenses.


 


(iii)                              Exclusions From
Operating Expenses.  For purposes of
this Lease, and notwithstanding anything in any other provision of this Lease
to the contrary, “Operating Expenses” shall not include the following:


 


a.                                       costs
(including permit, license and inspection fees) incurred in renovating,
improving, painting or decorating for any other tenant space in the Building;


 


b.                                      any
tenant work performed or alteration of space leased to Tenant or other tenants
or occupants of the Building, including costs of wages, salaries and other
costs related thereto and costs of space planning for such space, whether such
work, alteration or space planning is performed for the initial occupancy by
such tenant or occupant or thereafter;


 


c.                                       any
cash or other consideration paid by Landlord on account of, with respect to or
in lieu of the tenant work or alterations described in Subsection 2(d)(iii)b.
above;


 


d.                                      ground
rent;


 


e.                                       any
depreciation or amortization allowance or expense, or other costs of capital
improvements or replacements, other than for the amortization of capital improvements
or repairs as permitted in Section 2(d)(ii)f. above;


 


f.                                         any
charitable or political contributions;


 


g.                                      costs
of enforcement (including arbitration) of agreements pursuant to which Landlord
leases space in the Building to any third parties;


 


h.                                      principal,
interest or other costs associated with any indebtedness or any costs of
financing or refinancing the Building, Building equipment, or Building
improvements, replacements, or repairs, including, without limitation any
Mortgage, except as provided in Subsection 2(d)(ii)f. above;


 


i.                                          compensation
paid to officers, executives or administrative personnel of Landlord above the
level of the senior property manager;


 


j.                                          leasing
or brokerage commissions, advertising and marketing expenses or for any tenant
improvement work;


 


k.                                       legal
fees or other professional consulting fees (including without limitation
architectural or engineering fees and expenses), arising out of the
construction of the improvements on the Land or the negotiation, preparation or
enforcement of the provisions of any lease pursuant to which Landlord leases
space in the Building to any third parties, including this Lease, or the
financing or refinancing of the Building;


 


l.                                          taxes
and assessments imposed on the personal property of the tenants of the
Building;


 


m.                                    the
cost of repairs incurred by reason of fire or other casualty or condemnation;
provided, however, Operating Expenses shall include commercially reasonable
deductible amounts under policies maintained by Landlord as provided in Section
10(b) hereof;


 


9

















 


n.                                      the
cost of any work or services performed for HVAC or electricity supplied solely
to any tenant of the Building which shall exceed the greater of the cost of the
standard amount or level of such work, service, electricity or HVAC available
or furnished to other tenants in the Building or the cost of the amount or
level of work, services, electricity or HVAC made available by Landlord to
Tenant under this Lease;


 


o.                                      “takeover
expenses” (i.e., expenses incurred by Landlord with respect to space located in
another building of any kind or nature in connection with the leasing of space
in the Building);


 


p.                                      any
amounts payable by Landlord by way of indemnity or for damages or which constitute
a fine, interest, or penalty, including interest or penalties for any late
payments of operating costs, except fines, interest or penalties with respect
to ad valorem taxes on the Building which may be assessed in connection with a
good faith appeal of such taxes by Landlord (which fines, interest or penalties
may be included in Operating Expenses);


 


q.                                      any
improvements installed or work performed or any other cost or expense incurred
by Landlord in order to comply with the requirements for the obtaining or
renewal of a certificate of occupancy for the Building or any space therein,
except as provided in Subsection 2(d)(ii)f. above;


 


r.                                         the
cost of repairing and/or replacing building components that fail to the extent
the costs of such repair or replacement are paid pursuant to any applicable
warranty (or would be paid but for Landlord’s failure to use commercially
reasonable efforts (after considering all relevant factors, including the
ability of a party to pay or perform) to collect any such costs or to have such
work performed under any such warranty);


 


s.                                       any
costs or expenses (including fines, penalties, interest and legal fees)
incurred due to the violation of or failure to timely comply by Landlord, or
any tenant or other occupant of the Building, with the terms and conditions of
any lease pertaining to the Building or any legal requirement;


 


t.                                         costs
of any testing for, or cleanup, containment, abatement, removal or remediation
of Hazardous Substances, the presence of which is the result of the willful
misconduct or negligence of Landlord (or Landlord’s agents, employees or
invitees) or any other tenant in the Building, and the costs of testing for, or
clean up, containment, abatement, removal or remediation of, any conditions on
the land existing prior to Tenant’s first occupancy of any space in the
Building;


 


u.                                      so
long as not caused by Tenant or Tenant’s officers, directors, employees,
agents, contractors, licensees, invitees, or representatives, the cost of
correcting any conditions in or at the Building which are in violation of
applicable codes as of the date of the issuance of the certificate of occupancy
for the Building;


 


v.                                      rentals
and other related expenses incurred (except for any expenses incurred for short
term rentals in the event of an emergency or sudden failure of existing
equipment) in leasing air conditioning systems, elevators or other base
building equipment ordinarily considered to be of a capital nature, unless
amortization of the cost of the purchase of such capital equipment would be
included in Operating Expenses under Subsection 2(d)(ii)f. hereof if such
capital equipment was purchased instead of leased;


 


w.                                    any
increase in the cost of insurance attributable to the particular activities of
any tenant (other than Tenant) which increases the cost of any fire, extended
coverage or any other insurance policy covering the Building;


 


x.                                        accrual
of reserves for future repair or replacement costs, other than pursuant to the
Common Area Maintenance Agreement described in Section 2(d)(ii)p. above;


 


10

















 


y.                                      any
costs representing an amount paid for services or materials to a person, firm,
or entity related to or affiliated with Landlord to the extent such amount
exceeds the amount that would be paid for such services or materials at the
then existing competitive market rates to an unrelated or unaffiliated person,
firm or corporation;


 


z.                                        any
mark-ups on any utility services in excess of Landlord’s costs therefore; and


 


aa.                                 any
management fees paid to third-party managers of the Building, including any
management fee paid to any affiliate of the Landlord, Childress Klein
Properties or CK Atlanta Office Management, Inc.


 


(iv)                              Notwithstanding anything
contained in this Lease to the contrary, for purposes of determining Operating
Expenses for each calendar year during the Lease Term, in the event actual
occupancy of the Building is less than ninety-five percent (95%) during any
calendar year, the actual Operating Expenses for such calendar year shall be
increased to the amount which Landlord reasonably estimates would have been
incurred for such calendar year had the occupancy of the Building been
ninety-five percent (95%) throughout such year, and the amount so estimated
shall be deemed to be the Operating Expenses for such calendar year


 


(v)                                 With respect to each
calendar year or portion thereof during the term of this Lease, Tenant shall
pay Landlord in the manner hereafter provided Tenant’s Prorata Share for such
period.  It is acknowledged and agreed
that with respect to any calendar year or portion thereof, it will not be
possible to determine the actual amount of Tenant’s Prorata Share until after
the end of such calendar year. 
Therefore, Tenant shall pay actual and estimated Tenant’s Prorata Share
as follows:


 


(1)                                  Payment
of Actual Tenant’s Prorata Share:


 


(A)                              On
or before March 31st of each calendar year during the term of this Lease,
Landlord shall furnish Tenant an Annual Expense Statement (the “Annual Expense
Statement”) setting forth the actual Tenant’s Prorata Share for the preceding
calendar year.


 


(B)                                On
or before the first day of the second calendar month following the date upon
which Landlord shall have delivered to Tenant an Annual Expense Statement of
Tenant’s Prorata Share for such lease year, Tenant shall pay Landlord with the
next succeeding rent payment due in the case of an underpayment of Tenant’s
Prorata Share, or Landlord shall credit to Tenant against the next succeeding
rent payments due from Tenant, as necessary, in the case of any overpayment of
Tenant’s Prorata Share, the difference between the amount Tenant shall have
paid for estimated Tenant’s Prorata Share (as described below) for such
preceding calendar year and the actual Tenant’s Prorata Share shown on the Annual
Expense Statement.


 


(2)                                  Payment
of Estimated Prorata Share:  On or
before December 31 of each year, Landlord shall provide Tenant with an Annual
Expenses Estimate (the “Annual Expense Estimate”) of Tenant’s Prorata Share for
the upcoming calendar year, and commencing on the following January 1, Tenant
shall begin paying Landlord one-twelfth (1/12) of such Annual Expense Estimate
with each succeeding monthly installment of rent.


 


(vi)                              At the end of the term of
this Lease or upon any earlier termination of the Lease or of Tenant’s right to
possession of the Premises, Tenant shall be obligated to pay Landlord, in the
event of an underpayment by Tenant, or Landlord shall be obligated to refund to
Tenant, in the event of any overpayment by Tenant, the difference, if any,
between the aggregate amount actually paid by Tenant with respect to Tenant’s
Prorata Share and that which it is obligated to pay under the foregoing
subsection 2(d)(v)(1).  As soon as
practicable after the beginning of the calendar year following the end of the
term hereof or any such earlier termination, Landlord shall furnish Tenant an
Annual Expense Statement in the manner provided in the foregoing subsection
2(d)(v)(1) relative to the prorated portion of the preceding calendar year for


 


11

















 


which this Lease was in effect and Tenant had
the right to possession of the Premises, and upon the furnishing of such Annual
Expense Statement, Landlord shall immediately refund, or Tenant shall
immediately pay Landlord, the amount, if any, due as aforesaid.  Tenant’s obligation to pay Tenant’s Prorata
Share and Landlord’s obligation to refund any overpayments as aforesaid shall
survive any expiration or other termination of this Lease.  Notwithstanding anything contained herein to
the contrary, any adjustments by Landlord to Tenant’s Prorata Share for prior
years under this Section 2(d)(vi) shall relate only to the calendar year most
recently ended.


 


(vii)                           It is understood and agreed
that Tenant’s Prorata Share shall, for the purposes of the default provisions
hereof, be deemed to be additional rent due from Tenant, and any default in the
payment thereof shall entitle Landlord to all remedies provided for herein or
at law or in equity on account of Tenant’s failure to pay rent.  The other provisions hereof to the contrary
notwithstanding, it is agreed that Tenant’s payment of a portion of the expense
of operating the Building shall not be deemed payments of rent as that term is
construed relative to governmental wage and price controls or analogous
governmental actions affecting the amount of rent which Landlord may charge
Tenant.


 


(viii)                        In the event that within ninety
(90) days after Tenant’s receipt of the Annual Expense Statement for the prior
calendar year, Tenant reasonably believes that certain of the Operating
Expenses charged by Landlord include costs that are not properly included
within the term “Operating Expenses” or that Landlord has erred in calculating
same, Tenant shall have the right to audit Landlord’s books and records in
accordance with this paragraph.  Tenant
shall exercise such audit right by providing Landlord with a written notice of
Tenant’s exercise of such audit right within such 90-day period (the “Audit
Notice”).  Upon the receipt by Landlord
of an Audit Notice, Landlord shall instruct its representative to meet with a
designated employee or representative of Tenant (the “Tenant Representative”)
to discuss the objections set forth in the Audit Notice.  Landlord shall provide the Tenant
Representative with reasonable access to Landlord’s books and records where
such records are maintained relating to Operating Expenses for the calendar
year in question in order to attempt to resolve the issues raised by Tenant in
the Audit Notice.  If, within ninety
(90) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are
unable to resolve Tenant’s objections, then not later than fifteen (15) days
after the expiration of such 90-day period, Tenant shall notify Landlord if
Tenant wishes to employ a nationally or regionally recognized certified public
accounting firm which is not paid on a contingency fee basis (such accountants,
“Acceptable Accountants”) to inspect and audit Landlord’s books and records for
the Building relating to the objections raised in Tenant’s statement.  Such audit shall be limited to a
determination of whether Landlord calculated the Operating Expenses in
accordance with the terms and conditions of this Lease, such calculations to be
determined by applying normal and customary accounting methods used by owners
of similar buildings in the area for calculating Operating Expenses.  All costs and expenses of any such audit
shall be paid by Tenant, except as provided below.  Any audit performed pursuant to the terms of this section shall
be conducted only by the Acceptable Accountants at the offices where Landlord
maintains its records in the Atlanta, Georgia area.  Notwithstanding anything contained herein to the contrary, Tenant
shall be entitled to exercise its audit right pursuant to this section only in
strict accordance with the foregoing procedures no more often than once per
calendar year and each such audit shall relate only to the calendar year most
recently ended.  In the event that
Tenant fails to notify Landlord within the foregoing 90-day period that Tenant
objects to the Annual Expense Statement, then Tenant’s right to audit such
year’s Statement shall be null and void. 
If Tenant’s audit reveals a bona fide error in Landlord’s calculation of
Tenant’s Prorata Share of Operating Expenses for the audited calendar year,
then Landlord and Tenant shall promptly adjust such error between
themselves.  In addition, Tenant shall
be entitled to a prompt refund of the reasonable, out-of-pocket audit fees paid
by Tenant if both (a) the corrected Operating Expense amount is less than
ninety-seven percent (97%) of Landlord’s calculation of the Operating Expense
amount and (b) Landlord’s incorrect calculation resulted in an overpayment by
Tenant of more than $2,500 of Tenant’s Prorata Share of Operating
Expenses.  In the event Landlord
disagrees with the results of the audit by the Acceptable Accountants or
disagrees that there is a bona fide error, then either party shall have the right
to initiate an arbitration proceeding by written notice to the other
party.  Landlord and Tenant shall
promptly select an independent certified public accountant, and Landlord and
Tenant shall submit such dispute to arbitration by such certified public
accountant.  The certified public accountant
selected as arbitrator shall be a reputable, disinterested party having at
least ten (10) years of experience in auditing operating expenses for
multi-tenant office projects.  In the


 


12

















 


event Landlord and Tenant fail to agree upon
the selection of such arbitrator within fifteen (15) days after the expiration
of such ninety (90) day period, either Landlord or Tenant, upon notice to the
other, may request the appointment of the aforesaid independent certified
public accountant by application to the local office of the American
Arbitration Association.  The
arbitration shall be conducted, to the extent consistent with this subsection,
in accordance with the then prevailing commercial rules of the American
Arbitration Association (or any successor organization).  The arbitrator shall render his or her
decision in writing, and such decision shall be final, conclusive and binding
on the parties, and counterpart copies thereof shall be delivered to each of the
parties.  It is understood and agreed
that in rendering such decision, the arbitrator shall not add to, subtract from
or otherwise modify the provisions of this Lease.  Judgment may be had on the decision of the arbitrator so rendered
in any court of competent jurisdiction. 
The parties shall equally share such costs.  The provisions of this subsection shall survive the expiration or
termination of this Lease.


 


(ix)                                Operating Expense
Cap.  Notwithstanding any provision
of this Lease to the contrary, Landlord agrees that commencing January 1, 2005,
the amount of Tenant’s Prorata Share calculated to be due under Section 2(d)
hereunder attributable to “Controllable Operating Expenses” (as hereinafter
defined) shall not exceed one hundred four percent (104%) of the amount of
Controllable Operating Expenses properly chargeable to Tenant under this Lease
for the immediately prior calendar year, subject to adjustment as provided
below.  For purposes of this Section
2(d)(ix), the term “properly chargeable” shall mean the amount of Controllable
Operating Expenses for the prior calendar year which are charged to Tenant in
accordance with the terms of this Section 2(d) for the prior calendar year, as
limited by the application in such prior calendar year of the cap provided in
this Section 2(d)(ix). For purposes of this Lease, “Controllable Operating
Expenses” shall mean all Operating Expenses of any kind or nature other than ad
valorem property taxes and other taxes and expenses pursuant to Section
2(d)(ii)(j) above, insurance premiums, unexpected non-routine repair costs,
permitted capital improvement costs, charges and expenses for public utilities
and waste disposal charges charged by third parties not affiliated with
Landlord.


 


(x)                                   Adjustment of
Janitorial Service.  Tenant shall
have the right, upon giving to Landlord sufficient prior notice as will enable
Landlord to amend its service contract with its janitorial service (but in no
event less than forty-five (45) days’ notice), to cause Landlord to reduce the
frequency or level of janitorial service to the Premises, provided that such
reduced service continues to provide commercially reasonable cleanliness and
sanitation to the Premises and does not have a materially negative effect on
Landlord or on any other tenant in the Building.


 


3.                                      Tenant

Allowance.


 


On or before February 1, 2004, Landlord shall provide
Tenant with a $300,000.00 allowance, which Tenant, at its election, may (a)
apply to the purchase of an emergency generator to service the Premises, (b)
receive as a cash payment from Landlord within ten (10) days of Tenant’s
request therefor, or (c) apply said amount to Tenant’s next payment of Monthly
Rental.


 


4.                                      Occupancy and

Use.


 


(a)                                  Tenant shall use and
occupy the Premises for general office purposes and uses reasonably ancillary
thereto, and for no other use or purpose without the prior written consent of
Landlord.


 


(b)                                 Tenant shall not do or
permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure or annoy them, nor use or allow the Premises to be used for
any improper, immoral, unlawful, or objectionable purposes or for any business,
use or purpose deemed to be disreputable or inconsistent with the operation of
a first class office building, nor shall Tenant cause or maintain or permit any
nuisance in, on, or about the Premises. 
Tenant shall not commit or suffer the commission of any waste in, on, or
about the Premises.  Landlord shall use
commercially reasonable efforts to enforce any comparable restrictions in the
leases for other tenants in the Building to the extent such other tenants’
prohibited actions are obstructing or interfering with Tenant’s use of the
Premises or are creating a nuisance to Tenant.


 


13

















 


5.                                      Compliance

with Laws.


 


(a)                                  Tenant shall not use
the Premises or permit anything to be done in or about the Premises which will
in any way conflict with any law, statute, ordinance, or governmental rule,
regulation or requirement now in force or which may hereafter be enacted or
promulgated.  Tenant shall not do or
permit anything to be done on or about the Premises or bring or keep anything
therein which will in any way increase the rate of any insurance upon the
Building in which the Premises are situated or any of its contents or cause a
cancellation of said insurance or otherwise affect said insurance in any
manner, and Tenant shall at its sole cost and expense promptly comply with all laws,
statutes, ordinances, and governmental rules, regulations, or requirements now
in force or which may hereafter be in force and with the requirements of any
board of fire underwriters or other similar body now or hereafter constituted
relating to or affecting the condition, use, or occupancy of the Premises.  Notwithstanding anything contained in this
paragraph to the contrary, Tenant shall not be responsible for ensuring that
the common areas of the Building and base building restroom facilities serving
the Premises (as distinguished from any restrooms added to the Premises by
Tenant) comply with applicable laws.


 


(b)                                 Tenant shall not use,
handle, store, deal in, discharge, or fabricate any Hazardous Materials (as
herein defined) on or about the Premises except for Hazardous Materials used in
the normal operation of Tenant’s business in the Premises and in compliance
with all applicable laws.  Tenant shall
indemnify Landlord (and anybody claiming by, through, or under Landlord) from
and against any and all claims, damages, losses, costs, and expenses (including
reasonable attorneys’ fees and court costs) incurred by Landlord or anybody
claiming by, through, or under Landlord as a result of Tenant’s or Tenant’s
agent’s, employee’s or invitee’s introduction of any Hazardous Materials on or
about the Premises or any environmental problems relating to the Premises which
are caused by or related to the delivery, deposit or creation of Hazardous
Materials to or within the Premises during the term of this Lease by Tenant,
its agents, employees or invitees.  As
used herein, “Hazardous Materials” means any petroleum or chemical liquids or
solids, liquid or gaseous products, contaminants, oils, radioactive materials,
asbestos, PCB’s, urea-formaldehyde, or any toxic or hazardous waste or
hazardous substances, as those terms are used in (A) the Resources Conservation
Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984,
42 U.S.C. §§ 6901 et seq.; (B) the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; (C) the Clean Water
Act, 33 U.S.C. §§ 1251 et seq.; (D) the Toxic Substances and Control Act, 15
U.S.C. §§ 2601 et seq.; (E) the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; (F)
any and all applicable environmental laws and regulations of the State of
Georgia; and (G) any and all other applicable federal, state or local law or
regulation governing hazardous substances or workplace health or safety, as
such laws may be amended from time to time.


 


(c)                                  Landlord shall not
use, handle, store, deal in, discharge or fabricate any Hazardous Material on
or about the Premises, the Building or the Land, except for Hazardous Materials
used in the normal operation of the Building and the Land and in compliance
with all applicable laws.  Landlord
shall indemnify Tenant (and anybody claiming by, through or under Tenant) from
and against any and all claims, damages, losses, costs and expenses (including
reasonable attorneys’ fees and court costs) incurred by Tenant or anybody
claiming by, through or under Tenant as a result of Landlord’s introduction of
any Hazardous Materials to the Premises, the Building or the Land or any
environmental problems relating to the Premises, the Building or the Land which
are caused by Landlord.


 


6.                                      Alterations.


 


Tenant shall not have the right to make improvements,
alterations or additions in the Premises without the consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed.  Notwithstanding the foregoing, (A) Tenant
shall have the right to make non-structural, non-MEP (mechanical, electrical,
plumbing) alterations or improvements to the Premises (including painting and
carpeting) without the consent of Landlord, so long as (i) Tenant notifies
Landlord in writing of its intention to do such work at least ten (10) days
prior to the initiation of such work, (ii) Tenant provides to Landlord a copy
of plans and specifications (in CAD form) for such work and a construction
schedule at least ten (10) days prior to the initiation of such work, (iii)
such alterations do not cause excessive loads on the Building and its systems
and are not readily visible from the exterior of the Premises, (iv) Tenant
obtains and furnishes to Landlord any required building permits and
certificates of occupancy, (v) Tenant provides to Landlord promptly after
completion of such work a copy of the as-built plans and specifications for
such work, (vi) Tenant utilizes qualified contractors and subcontractors, none
of which shall have previously been identified on Landlord’s maintained list of
contractors or subcontractors who are restricted by Landlord from performing
work in the


 


14

















 


Building, and (vii) either (1) such work involves only
repainting and/or recarpeting within the Premises, or (2) the total cost of
such alterations or improvements (or series of related alterations or
improvements) does not exceed $150,000, and (B) Tenant shall have the right to
make non-structural, MEP (mechanical, electrical, plumbing) alterations or
improvements to the Premises upon Landlord’s prior written approval, which
shall not be unreasonably withheld, conditioned or delayed, provided that, in
addition to the requirements of clauses (i) through (v) above, Tenant utilizes
Landlord’s approved contractors for such alterations.  Any such improvements, alterations or additions in, on, or to the
Premises, except for Tenant’s movable furniture, equipment, partitions and
trade fixtures, shall immediately become Landlord’s property and, at the end of
the Lease Term, shall remain on the Premises without compensation to
Tenant.  Any such alterations, additions
or improvements by Tenant shall be made by Tenant, at Tenant’s sole cost and
expense, in accordance with all applicable legal requirements and all
requirements of Landlord’s and Tenant’s insurance policies.  Landlord shall have the right to approve the
plans and specifications relating to any alterations, additions or improvements
for which Landlord’s consent is required hereunder, and such alterations,
additions or improvements shall be constructed substantially in accordance with
such approved plans and specifications. 
Tenant also shall make available to Landlord, at Landlord’s request, any
plans, specifications, drawings and as-built plans with respect to any
improvements constructed by Tenant within the Premises which Tenant may have,
but Tenant is not required to have any such items prepared, except as provided
above.  Tenant shall be required to
remove any such alterations and additions upon the expiration or termination of
this Lease to the extent provided in Section 23 hereof.


 


7.                                      Repair/Maintenance.


 


(a)                                  Repairs/Maintenance
by Landlord.  Landlord shall
maintain in good condition and repair (and replace as necessary), the roof,
structural portions of the exterior and interior of the Building, the base
building systems, including the base building mechanical, heating, ventilation
and air conditioning, electrical, plumbing, curtain wall, vertical
transportation, Building security, fire protection and life safety systems, the
common areas and the parking garage serving the Building all in accordance with
the terms of this Lease and first class standards of professional property
management at least equivalent to the standards maintained in comparable
buildings in the Galleria Project, even if the cost of such work is not
includable in Operating Expenses. 
Without limiting the foregoing, Landlord shall maintain those items
shown marked with an “X” in the “NO CHARGE” column of the Engineering Services
exhibit attached hereto as Exhibit “H” and made a part hereof.  Additionally, Landlord shall, during the
Lease Term, (i) maintain the common areas of the Building in compliance with
all legal requirements as then enforced and (ii) repair any latent defects in
the Building (but not the Premises) materially and adversely affecting Tenant’s
occupancy or use of the Premises, and to the extent the Building is not in
compliance with such requirements as then enforced or any such defects exist,
Landlord shall take prompt steps to bring the Building (but not the Premises)
into compliance with the foregoing and repair such defects.


 


(b)                                 Repairs/Maintenance
by Tenant.  Except as specified in
Section 7(a), Tenant covenants and agrees that it will maintain the Premises
and its fixtures and appurtenances (including all portions of any non-base
building restrooms) in good condition and repair (and replace the same as
necessary), and suffer no waste or injury thereto, keep and maintain same in
good repair and in compliance with all legal requirements applicable thereto
and in clean, tenantable condition in accordance with the first class standards
at least equivalent to the standards maintained in comparable buildings in the
Galleria Project, reasonable wear and tear and damage by casualty or
condemnation excepted.  Without limiting
the foregoing, Tenant shall maintain those items shown marked with an “X” in
the “CHARGE” column of the Engineering Services exhibit attached hereto as Exhibit
“H” and made a part hereof.


 


8.                                      Liens.


 


Tenant shall keep the Premises free from any
liens arising out of any work performed, material furnished, or obligations
incurred by Tenant.  In the event that
Tenant shall not, within ten (10) days following Tenant’s notice of the
recordation of any such lien, cause the same to be released of record by
payment or posting of a proper bond, Landlord shall have, in addition to all
other remedies provided herein and by law, the right, but not the obligation,
to cause the same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien.  All such sums paid by Landlord and all
expenses incurred by it in connection therewith shall be considered additional
rent and shall be payable to Landlord by Tenant on demand and with interest at
the rate of four percentage points higher than the prime commercial lending
rate from time to time of SunTrust Bank in Atlanta, Georgia, provided, however,
that if such rate exceeds the maximum rate permitted by law, the maximum lawful
rate shall apply; the interest rate so determined is hereinafter called the
“Agreed Interest Rate”.  Landlord shall
have the right at all times to post and keep posted on the Premises any notices
permitted or required by


 


15

















 


law, or which Landlord shall deem proper, for
the protection of Landlord, the Premises, the Building, and any other party
having an interest therein, from mechanics’ and materialmen’s liens, and Tenant
shall give to Landlord at least five (5) business days prior notice of
commencement of any construction on the Premises.


 


9.                                      Assignment and

Subletting.


 


(a)                                  Restrictions on Transfer.  Except as expressly provided herein, Tenant
shall not, by operation of law or otherwise, (i) assign, transfer, mortgage,
pledge, hypothecate or otherwise encumber this Lease, the Premises or any part
of or interest in this Lease or the Premises. (ii) sublet all or any part of
the Premises or any right or privilege appurtenant to the Premises, or (iii)
permit any party other than affiliated entities or independent contractors
engaged by Tenant in performing Tenant’s business (but not, as to such affiliated
entities or independent contractors, in excess of 5,000 rentable square feet or
for more than six (6) months) to occupy the Premises (collectively, a
“Transfer”), without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, conditioned or delayed.  No assignment or subletting permitted under this Section
including, without limitation, a Permitted Transfer (as defined below) shall
relieve Tenant of any of Tenant’s obligations under this Lease, and Tenant
shall remain fully and primarily liable for the faithful performance of all
covenants, terms and conditions hereof on Tenant’s part to be performed.


 


(b)                                 Transactions Not
Considered a Transfer. 
Notwithstanding any provision to the contrary, the following shall not
constitute a Transfer hereunder:  (i)
any transfer, sale, assignment, withdrawal, or any other change in the
partners, members, shareholders or other persons or entities who, directly or
indirectly, have any ownership interest in Tenant (collectively, from time to
time, “Tenant’s Owners”), including, but not limited to, any initial or
secondary public offering or other public sale of ownership interests in
Tenant; (ii) any mortgage, pledge, hypothecation or other encumbrance by
Tenant’s Owners, or any of them, of their respective partnership interests,
membership interests, shares of stock or other ownership interests in Tenant;
and (iii) any change or conversion in Tenant’s legal existence, whereby Tenant
is converted to, or reconstituted as, a different form of legal entity,
including without limitation a conversion from a limited partnership to a
corporation, limited liability company or other form of entity.


 


(c)                                  Permitted
Transfers Not Requiring Landlord’s Consent.  Notwithstanding any provision to the contrary, Tenant may assign
this Lease or sublet the Premises, in whole or in part, by operation of law or
otherwise without Landlord’s consent as follows, each of which shall constitute
a “Permitted Transfer” hereunder: (i) to any corporation or other entity that,
directly or indirectly, controls, is controlled by or is under common control
with Tenant, including without limitation, to any of Tenant’s Owners or any
entity that controls, is controlled by or under common control with such
Tenant’s Owners provided Tenant is not released from liability under this
Lease; (ii) to any corporation or other entity resulting from a merger,
acquisition, sale, consolidation or reorganization of or with Tenant or a
subsidiary or other entity owned by Tenant or any of Tenant’s Owners
(including, without limitation, a forward or reverse triangular merger of
Tenant or a subsidiary or other Affiliate owned by Tenant or any of Tenant’s
Owners); and (iii) in connection with the sale of Tenant or all or
substantially all of the business and assets of Tenant, so long as (A) Tenant
provides evidence to Landlord in writing that such assignment or sublease
complies with either of the criteria set forth in (i), (ii) or (iii) above, (B)
the successor or assignee of Tenant shall assume in a writing delivered to
Landlord all of Tenant’s obligations under the Lease effective upon the
consummation of the transfer, and (C) the net worth of the principal obligor on
the Lease after such assignment or sublease is not less than $50,000,000.00, and
(D) Tenant shall give written notice to Landlord of the proposed transfer at
least fifteen (15) days in advance of the consummation thereof, unless such
notice is contractually or legally prohibited, in which event Tenant shall give
Landlord notice of such transfer as soon as is contractually or legally
permissible.


 


(d)                                 Other Assignments
or Subleasing.  Tenant shall be
required to obtain the consent of Landlord to any assignment or sublease other
than a Permitted Transfer, which consent shall not be unreasonably withheld,
delayed or conditioned by Landlord and shall be deemed given by Landlord if
Landlord does not notify Tenant in writing within ten (10) business days after
receipt of Tenant’s request for such consent. 
In the event Tenant desires to assign this Lease or sublease all or any
part of the Premises, other than to a Permitted Transferee, then Tenant shall
notify Landlord, no later than twenty one (21) days prior to the anticipated
commencement date of such assignment or sublease, of such proposed assignment
or sublease and the proposed commencement date thereof and shall supply
Landlord with such information, financial statements, verifications and related
materials as Landlord may request or desire to evaluate the proposed assignment
or sublease.  Said notice by Tenant
shall state the name and address of the proposed assignee or subtenant and the
material and economic terms and conditions of the proposed


 


16

















 


assignment or sublease.  In the event Tenant delivers to Landlord
such a notice of assignment, or intends to sublease all or substantially all of
the Premises, or to sublease a portion of the Premises for the remainder of the
Lease Term, Landlord shall have the right, to be exercised by giving written
notice to Tenant within twenty one (21) days after receipt of Tenant’s notice,
to terminate this Lease as to the entire Premises in the event of a proposed
assignment, or as to the portion of the Premises covered by the proposed
sublease, as of the date stated in Tenant’s notice as of the commencement date
of the assignment or sublease, and, at Landlord’s option, enter into a direct
lease with the proposed subtenant or assignee in which event this Lease shall
terminate on such date as if such date was the expiration date and Landlord and
Tenant shall be released and relieved from any liability and obligations
arising under this Lease from and after said date of termination.  In no event shall Landlord have the right
under this Section 9(d) to terminate this Lease with respect to any sublease or
assignment of the Premises, except as provided above.


 


(e)                                  Requirements and
Conditions.  Each assignee shall
fully observe all covenants of this Lease, and each sublessee shall fully
observe all covenants of this Lease applicable to the portion of the Premises
sublet to such sublessee (other than covenants to pay Monthly Rental).  The acceptance of rental by Landlord from
any other person or entity shall not be deemed to be a waiver by Landlord of
any provision hereof.  No assignment or
subletting by Tenant shall relieve Tenant of any of Tenant’s obligations under
this Lease, and Tenant shall remain fully and primarily liable for the faithful
payment and performance of all covenants, terms and conditions hereof on the
Tenant’s part to be performed.  In the
event of default by any assignee or successor of Tenant in the performance of
any of the terms of this Lease, Landlord may proceed directly against Tenant
without the necessity of exhausting remedies against such assignee or
successor. Any consent by Landlord to a particular assignment or sublease shall
not constitute Landlord’s consent to any other or subsequent assignment or
sublease and any proposed sublease or assignment by any sublessee of Tenant
shall be subject to the provisions of this Section 9 as if it were a proposed
assignment or sublease by Tenant. 
Notwithstanding any provision contained herein, Tenant agrees that it
shall not assign this Lease, or sublet the Premises or any portion thereof, to
(i) any tenant who currently leases space in the Building, unless Landlord does
not have suitable space to meet such other tenant’s expansion or relocation
needs, or (ii) to any tenant who Landlord deems, in Landlord’s reasonable
exercise of its good business judgment, to be unsuitable for a Class “A” office
building.  Tenant shall, at Tenant’s
cost and expense, discharge in full any commissions which may be due and owing
as a result of any proposed assignment or subletting by Tenant (but not as a
result of any assignment or subletting by Landlord if Landlord recaptures the
Premises pursuant to this Section). 
Tenant agrees to pay to Landlord, promptly after request therefor, the
amount of all attorneys’ fees and expenses incurred by Landlord in connection
with any assignment or subletting issues or review of documentation related
thereto, up to an amount of $1,500.00 per occurrence.


 


(f)                                    Additional
Requirements.  Any assignee of
Tenant’s rights under this Lease shall be deemed to have assumed all of
Tenant’s obligations hereunder with respect to the Premises from and after the
date of such assignment without the execution of any documentation whatsoever;
provided, however, Tenant shall deliver to Landlord, within ten (10) days
following any assignment pursuant to this Section 9, a copy of the assignment
agreement and an agreement or agreements, executed by Tenant and the assignee,
wherein and whereby any assignee assumes payment and due performance of all
covenants, terms and conditions of this Lease to be done and performed for the
balance then remaining in the Lease Term of this Lease.  A copy of the sublease and an agreement or
agreements, in form and substance reasonably satisfactory to Landlord, shall be
delivered to Landlord, signed by Tenant and the sublessee, whereby the
sublessee acknowledges the right of Landlord to continue or terminate any
sublease, in Landlord’s sole discretion, upon termination of this Lease, and
such sublessee agrees to recognize and attorn to Landlord in the event that
Landlord elects under such circumstances to continue such sublease.


 


(g)                                  Results of
Assignment or Sublease.  Tenant
shall pay to Landlord fifty percent (50%) of all Profits (as defined below)
from any assignment or sublease excluding any Permitted Transfer.  For purposes of this Lease “Profits” shall
mean all gross revenue and income (including without limitation the value of
any property) received by Tenant in connection with the assignment or sublease
less: (i) the Monthly Rental and any additional rent actually paid to Landlord
by Tenant during the term of the assignment or sublease, (ii) any improvement
allowance or economic concession paid by Tenant to the assignee or sublessee,
(iii) any broker’s commissions, attorneys’ fees and lease takeover payments
paid by Tenant in connection with the assignment or sublease, and (iv) any
costs paid by Tenant to advertise the Premises for sublease or assignment.  The Profits shall be paid to Landlord within
fifteen (15) business days following Tenant’s receipt thereof.


 


17

















 


 


10.                               Insurance and 

Indemnification.


 


(a)                                  Tenant’s Insurance.  Tenant shall procure at its expense and
maintain throughout the Lease Term (i) a policy or policies of all risk, real
and personal property insurance insuring Tenant’s interest in its improvements
to the Premises, and any and all furniture, equipment, supplies, and other
property (excluding documentation and professional work product) owned, leased,
held or possessed by it and contained therein, such insurance coverage to be in
an amount equal to the full replacement value of such improvements and
property, as such may increase from time to time (but such insurance may
provide for a commercially reasonable deductible obtainable at commercially
reasonable cost), (ii) a policy or policies of workers’ compensation insurance,
if any, as required by applicable law, and (iii) during any period in which
Tenant performs work in the Premises, builder’s risk insurance for the full
replacement value of all work and improvements constructed or installed by
Tenant in the Premises.  Tenant shall
also procure at its expense and shall maintain thereafter throughout the Lease
Term a policy or policies of commercial general liability insurance written on
an “occurrence” basis insuring against liability for injury to or death of a
person or persons and for damage to property occasioned by or arising out of
any construction work being done by or on behalf of Tenant on the Premises, or
arising out of the condition, use or occupancy of the Premises, or in any way
occasioned by or arising out of the activities of Tenant, its members,
partners, agents, contractors or employees in the Premises and the activities
of Tenant’s guests and licensees while in the Premises, the limits of such
policy or policies to be issued on a combined single limits basis for both
personal injury and property damage in amounts not less than Five Million
Dollars ($5,000,000) for each occurrence. 
Tenant shall also procure at its expense and shall maintain thereafter
throughout the Lease Term a policy of umbrella/excess liability insurance in
the amount of not less than Ten Million Dollars ($10,000,000.00).  Such insurance shall, in addition, extend to
any liability of Tenant arising out of the indemnities provided for in this
Lease, except the Hazardous Materials indemnity provided in Section 5 of this
Lease.  All insurance policies procured
and maintained by Tenant pursuant to this Section 10 shall name Landlord,
Landlord’s members or general partners (if requested by Landlord), Landlord’s
property manager (if requested by Landlord) and Landlord’s lender(s) as
additional insureds, the primary carrier (but not any reinsurance carrier) for
which insurance is licensed to do business in the State of Georgia and has a
rating pursuant to the latest version of A.M. Best’s Insurance Guide of A-/VIII
or higher (or an equivalent rating if such publication is discontinued), and
shall be non cancelable except after thirty (30) days’ written notice to
Landlord.  Landlord shall have the right
to review the foregoing insurance amounts and coverages every three (3) years
and shall have the right to notify Tenant in writing of any required changes in
the amounts and/or coverages (so long as the new coverages required by Landlord
reflect the policies, coverages and amounts then being required by landlords in
other comparable office buildings in the metropolitan Atlanta area) in which
case Tenant shall have at least ninety (90) days to secure any changes in such
insurance required by Landlord and to provide to Landlord copies of
certificates of the amended (or new) policies reflecting such changes;
provided, however, Tenant shall have until the next annual renewal to initiate
any change to any existing policy which policy is renewed annually by
Tenant.  Such insurance policies or duly
executed certificates of such insurance, accompanied by proof of payment of the
premium for such insurance, shall be delivered to Landlord prior to the commencement
of the Lease Term and certificates of renewal of such insurance or copies of
any replacement insurance policies satisfying the requirements of this Section
10 shall be delivered to Landlord prior to the expiration of each respective
policy term.


 


(b)                                 Landlord’s
Insurance.  Prior to the date Tenant
occupies the Premises for the conduct of its business, Landlord shall procure
at its expense (but with the expense to be included in Operating Expenses as
provided in Section 2(d) hereof) and shall thereafter maintain throughout the
Lease Term a policy or policies of all risk (including rent loss coverage in
amounts commercially reasonable and customary for comparable office building
projects in the metropolitan Atlanta, Georgia area), real and personal property
insurance covering the Building, parking garage and related improvements, in an
amount equal to the full insurable replacement value thereof as such may
increase from time to time (but such insurance may provide for a commercially
reasonable deductible), and in an amount sufficient to comply with any co
insurance requirements in such policy with a commercially reasonable
deductible, and a policy of workers’ compensation insurance, if any, as
required by applicable law and such other policies of insurance and in amounts
considered reasonable and customary for comparable office buildings in the
metropolitan Atlanta area.  Prior to the
date on which Tenant occupies the Premises for the conduct of its business,
Landlord shall also procure at its expense (but with the expense to be included
in Operating Expenses as provided in Section 2(d) hereof) and shall thereafter
maintain throughout the Lease Term, commercial general liability insurance on
an “occurrence” basis, insuring Landlord (and naming Tenant as an additional
insured as Tenant’s interest may appear) against liability for injury to or
death of a person or persons and for damage to property arising out of any
construction work


 


18

















 


being done on the Building by or on behalf of
Landlord or arising out of the condition, use or occupancy of the Building or
arising out of the activities of Landlord, its members, partners, agents,
employees or contractors in, on or about the Building and Property, on a
combined single limits basis for both personal injury and property damage and
in an amount determined by Landlord from time to time in its sole discretion,
with minimum limits of not less than Five Million Dollars
($5,000,000)[(including umbrella coverage)] for each occurrence, subject to
annual aggregate limits of not less than Ten Million Dollars
($10,000,000)[(including umbrella coverage)]. 
Such insurance shall also extend to any liability of Landlord arising
out of its indemnities in this Lease, other than the Hazardous Materials
indemnity provided in Section 5 hereof. 
Landlord may also carry such other types of insurance in form and
amounts which Landlord shall determine to be appropriate and customary for
similar facilities in Atlanta, Georgia, from time to time.  All such policies procured and maintained by
Landlord pursuant to this Section 10(b) shall be carried with companies having
a rating pursuant to the latest edition of A.M. Best’s Insurance Guide of
A-/VIII or higher (or an equivalent rating if such publication is
discontinued), and Tenant shall be provided with a certificate evidencing
same.  Landlord shall have the right to
periodically review the foregoing policies, coverages and amounts and revise
and update the same to reflect the policies, coverages and amounts then being
carried by landlords for other comparable office buildings in the metropolitan
Atlanta area so long as such new or revised policies, coverages, and amounts
are at least as comprehensive as those described above.   Any insurance required to be carried by
Landlord hereunder may be carried under blanket policies covering other
properties of Landlord and/or its members or partners and/or their respective
related or affiliated corporations [or entities] so long as such blanket
policies provide insurance at all times for the Galleria Project as required by
this Lease.


 


11.                               Waiver of 

Subrogation.


 


Landlord and Tenant shall each have included in all
policies of risks, fire, extended coverage, and other property insurance
respectively obtained by them covering the Premises, the Building and contents
therein, a waiver by the insurer of all rights of subrogation against the other
in connection with any loss or damage thereby insured against.  Any additional premium for such waiver shall
be paid by the primary insured and if paid by Landlord shall be included in
Operating Expenses.  To the full extent
permitted by law, Landlord and Tenant each waives all right of recovery against
the other (and any officers, directors, members, partners, employees, agents,
property managers, lenders and representatives of the other) for, and agrees to
release the other from liability for, loss or damage to the extent such loss or
damage is covered by valid and collectible insurance in effect covering the
party seeking recovery at the time of such loss or damage or would be covered
by the insurance required to be maintained under this Lease by the party
seeking recovery.  Either party’s
failure to maintain the required insurance shall not invalidate this
waiver.  The provisions of this Section 11
shall be paramount under this Lease, and in the event of any conflict between
this Section 11 and any other provision of this Lease, this Section 11 shall
control.  This Section 11 shall survive
the expiration or any earlier termination of this Lease.


 


12.                               Service and

Utilities.


 


(a)                                  In the event Tenant
requires or needs to have one or more separate systems of either heating,
ventilating, air conditioning or other similar systems over and above that
provided by Landlord, the installation, care, expenses and maintenance of each
such system shall be borne by and paid for by Tenant.


 


(b)                                 Subject to the
provisions elsewhere herein contained and to the rules and regulations of the
Building, Landlord agrees to furnish to the Premises during Ordinary Business
Hours of generally recognized business days, to be determined by Landlord (but
exclusive, in any event, of Sundays and legal holidays), heat and
air-conditioning required for the comfortable use and occupation of the
Premises to be provided comparable to other Class “A” office buildings in the
Galleria Project, replacement of bulbs for building standard fluorescent lights
and non-building standard lights, provided Tenant stocks the bulbs for all of
Tenant’s non-building standard lights, janitorial services during the times and
in the manner that such services are, in Landlord’s judgment, customarily
furnished in comparable office buildings in the immediate market area, and
elevator service.  As used herein,
“Ordinary Business Hours” shall mean Monday through Friday, 7:30 a.m. through
6:00 p.m. and Saturday, 7:30 a.m. through 1:00 p.m.


 


(c)                                  Subject to (i)
Landlord’s compliance with all applicable laws, (ii) the availability of all
necessary utility services, and (iii) temporary disruptions for maintenance and
repair, central heating and air conditioning shall be supplied in season within
the following ranges:


 


19

















 


Summer


 


Inside temperature - 72-76 ̊ F, dry bulb with 50%
relative humidity.


 


Outside temperature - 92 ̊ F, dry bulb, 77 ̊
F, wet bulb.


 


Winter


 


Inside temperature - 70-75 ̊ F, dry bulb.


 


Outside temperature - 29 ̊ F, dry bulb.


 


(d)                                 Outlined in Exhibits
“D” and “E” are the cleaning specifications currently provided by Landlord
with regard to the Premises, as well as the security services currently in
effect with regard to the Building. 
While Landlord reserves the right to modify both the security and
janitorial services to the Premises and the Building, Landlord will not in any
material way change the quality of these services so long as the Lease is in
full force and effect.


 


(e)                                  The passenger and
freight elevators shall be in operation 24 hours per day, seven days a week,
subject to temporary stoppage of individual elevators for repair, maintenance
and refurbishing.  Security proximity
cards or a comparable system of security/access control shall be necessary to
access any elevators on the weekends and during Building standard restricted
hours on weekdays.


 


(f)                                    Landlord shall
provide additional or after-hours heating or air-conditioning upon reasonable
prior notice to Landlord given within the time periods established by
Landlord.  Tenant shall pay to Landlord
a reasonable charge for such services as determined from time to time by
Landlord.  Tenant agrees to keep and
cause to be kept closed all window coverings, if any, when necessary because of
the sun’s position, and Tenant also agrees at all times to cooperate fully with
Landlord and to abide by all the regulations and requirements which Landlord
may prescribe for the proper functioning and protection of said heating,
ventilating, and air-conditioning system and to comply with all laws,
ordinances and regulations respecting the conservation of energy.  Wherever heat-generating machines, excess
lighting or equipment are used in the Premises which affect the temperature
otherwise maintained by the air-conditioning system, Landlord reserves the
right to install supplementary air conditioning units in the Premises, and the
cost thereof, including the cost of electricity and/or water therefor, shall be
paid by Tenant to Landlord upon demand by Landlord.  Landlord agrees to furnish to the Premises electricity for
general office purposes and water for lavatory and drinking purposes, subject
to the provisions of subparagraph 12(h) below. 
Except as set forth in Section 42 and except for any damages incurred by
Tenant resulting from Landlord’s negligence or willful misconduct, Landlord
shall not be liable for any interruption of or failure of utility service in
the Premises, but Landlord shall exercise due diligence to furnish
uninterrupted service.  Landlord shall
engage an engineer, mutually acceptable to Landlord and Tenant, to evaluate the
cost per hour, per floor of HVAC usage beyond building standard hours of
operation.  During the month of December
each year, said engineer shall provide the following year’s hourly usage per
floor for Tenant’s after-hours usage. 
Both Landlord and Tenant shall agree to this independent evaluation and
ensuing per hour, per floor charge for that year.


 


(g)                                 (i)                                     Tenant
shall have the right throughout the Lease Term, consistent with the safe
operation of the Building during periods of emergency and otherwise, to use and
draw electrical power from an emergency generator(s) installed by Tenant (which
emergency generator(s) together with the electrical conduit connecting the
emergency generator to the Premises and any modification, replacement and/or
addition thereto is referred to as the “Emergency Generator”).  Tenant shall be solely responsible for all
costs of installing, connecting, operating, maintaining, repairing, replacing
and removing the Emergency Generator and Tenant’s equipment including, without
limitation, installation of a transfer switch. 
Tenant shall have access to such Emergency Generator twenty-four (24)
hours a day, seven (7) days a week, in connection therewith, subject to
Landlord’s reasonable rules and regulations regarding security.  The Emergency Generator will be located on
the Property at a location approved by Landlord.  The Emergency Generator shall be adequately screened from view
and landscaped in a manner approved by Landlord.  Landlord shall have the right to review and approve the Emergency
Generator and all plans relating thereto prior to Tenant’s installation of the
Emergency Generator, which approval shall not be unreasonably withheld or
delayed provided such Emergency Generator is located at the location therefor
previously approved by Landlord.  Tenant
will exercise every reasonable effort to minimize any disruption of activity
otherwise occurring in or about the Galleria Project in connection with
Tenant’s installation, operation, maintenance and removal of the 


 


20

















 


Emergency Generator.  If Landlord is required by applicable law to
relocate the Emergency Generator, then, at Landlord’s request, Tenant shall, at
Tenant’s cost and expense, relocate the Emergency Generator to an area
designated by Landlord.  Tenant will insure
that the Emergency Generator and each part of it will be installed and operated
in accordance with all applicable laws. 
Tenant will immediately remove and hereby agrees to indemnify, defend
and hold Landlord harmless in connection with any mechanic’s liens on the
Galleria Project or the Property which result from work associated with the
installation, operation, maintenance or removal of the Emergency
Generator.  Tenant will obtain all
licenses or approvals required to install the Emergency Generator and will
operate the Emergency Generator in a manner that will not interfere with the
quiet enjoyment or business operations of other tenants in the Building or the
Project.  Tenant shall indemnify and
hold Landlord harmless from and against any and all claims, costs, demands,
damages and liabilities arising from Tenant’s installation, operation,
maintenance or removal of the Emergency Generator, except if resulting from
Landlord’s negligence.  Such indemnity
shall include damage to property and injury or death to persons.  At Landlord’s request, Tenant, at Tenant’s
sole cost and expense, shall remove the Emergency Generator upon the expiration
or termination of this Lease and shall repair all damage as a result of
Tenant’s installation of the Emergency Generator, thereby restoring the
Property to its condition prior to the installation of the Emergency Generator,
normal wear and tear excepted.


 


(ii)                                  Tenant
shall have the right throughout the Lease Term, consistent with the safe
operation of the Building during periods of emergency and otherwise, to use and
draw, during periods of emergency only when electrical power is not otherwise
available to the Premises, electrical power from Landlord’s emergency
generator, if any, so long as Tenant’s use of Landlord’s generator shall not
exceed a maximum potential load or capacity of 84.28 KVA (which emergency
generator(s) together with the electrical conduit connecting the emergency
generator to the Premises and any modification, replacement and/or addition
thereto is referred to as the “Landlord’s Emergency Generator”).  Tenant shall be solely responsible for the
costs of connecting the Landlord’s Emergency Generator to the Premises and
Tenant’s equipment including, without limitation, installation of a transfer
switch.  Tenant shall have access to
such Landlord’s Emergency Generator twenty-four (24) hours a day, seven (7)
days a week, in connection therewith, subject to Landlord’s reasonable rules
and regulations regarding security.  
Tenant shall indemnify and hold Landlord harmless from and against any
and all claims, costs, demands, damages and liabilities arising from Tenant’s
installation, operation, maintenance or removal of the Emergency Generator,
except if resulting from Landlord’s negligence or willful misconduct.  Such indemnity shall include damage to
property and injury or death to persons. 
Notwithstanding any provisions to the contrary herein, Tenant, at
Tenant’s expense, shall, no later than December 31, 2004, remove and/or alter
its connections to Landlord’s Emergency Generator so that the maximum capacity
of Tenant’s usage of Landlord’s Emergency Generator shall not exceed 84.28 KVA
at any given time.


 


(h)                                 Tenant will not
without the written consent of Landlord use any apparatus or device in the
Premises, including without limitation, electronic data processing machines,
computers, and machines using excess lighting or current which will in any way
increase the amount of electricity or water usually furnished or supplied for
use of the Premises as general office space; nor connect with electric current,
except through existing electrical outlets in the Premises, or water pipes, any
apparatus or device for the purposes of using electrical current or water.  If Tenant in Landlord’s judgment shall
require water or electric current or any other resource in excess of that
usually furnished or supplied for use of the Premises as general office space
(it being understood that such an excess may result from the number of
fixtures, apparatus and devices in use, the nature of such fixtures, apparatus
and devices, the hours of use, or any combination of such factors), Tenant
shall first procure the consent of Landlord, which Landlord may refuse, to the
use thereof, and Landlord may cause a special meter to be installed in the
Premises so as to measure the amount of water, electric current or other
resource consumed for any such other use. 
The cost of any such meters and of installation, maintenance, and repair
thereof shall be paid for by Tenant, and Tenant agrees to pay Landlord promptly
upon demand by Landlord for all such water, electric current or other resource
consumed, as shown by said meters, at the rates charged by the local public
utility furnishing the same, plus any additional expense incurred in keeping
account of the water, electric current or other resource so consumed.  Landlord acknowledges that, except for
Tenant’s accessing of the existing emergency generator of Landlord (which
accessing currently exceeds the capacity permitted by Landlord), Tenant’s current
use of utilities to serve the Premises is not in excess of that usually
furnished or supplied for use of the Premises as general office space.  Except as set forth in Section 42 hereof,
Landlord shall not be in default hereunder or be liable for any damages
directly or


 


21

















 


indirectly resulting from, nor shall the
rental herein reserved be abated by reason of (i) the installation, use or
interruption of use of any equipment in connection with the furnishing of any
of the foregoing utilities and services, (ii) failure to furnish or delay in
furnishing any such utilities or services when such failure or delay is caused
by acts of God or the elements, labor disturbances of any character, any other
accidents, acts of terrorism,  or other
conditions beyond the reasonable control of Landlord, or by the making of
repairs or improvements to the Premises or to the Building, (iii) the
limitation, curtailment, rationing or restriction on use of water or
electricity, gas or any other form of energy or any other service utility
whatsoever serving the Premises or the Building.  Furthermore, Landlord shall be entitled to cooperate voluntarily
in a reasonable manner with the efforts of national, state or local
governmental agencies or utilities suppliers in reducing energy or other
resources consumption.


 


(i)                                     Any sums payable
under this Paragraph 12 shall be considered additional rent and may be added to
any installment of rent thereafter becoming due, and Landlord shall have the
same remedies for a default in payment of such sums as for a default in the
payment of rent.


 


(j)                                     Tenant shall not
provide any janitorial services without Landlord’s written consent and then
only subject to supervision of Landlord and by a janitorial contractor or
employees at all times satisfactory to Landlord.  Any such services provided by Tenant shall be at Tenant’s sole
risk and responsibility.


 


(k)                                  Landlord agrees that
Landlord shall not grant exclusive rights of access to the Building to any
specific telecommunications suppliers who shall provide telecommunications
services directly to tenants of the Building.


 


13.                               Estoppel

Certificate.


 


Within ten (10) days following January 1, 2004, or any
written request which Landlord may make from time to time, Tenant shall execute
and deliver to Landlord a certificate substantially in the form attached hereto
as Exhibit “B” and made a part hereof, indicating thereon any exceptions
thereto which may exist at that time. 
Failure of Tenant to execute and deliver such certificate shall at
Landlord’s option constitute an Event of Default hereunder.  Landlord and Tenant intend that any
statement delivered pursuant to this paragraph may be relied upon by Landlord
or by any mortgagee, beneficiary, purchaser or prospective purchaser of the
Building or any interest therein or anyone to whom Landlord may provide said
certificate.  Within ten (10) days after
any written request from Tenant, Landlord will likewise deliver to Tenant an
estoppel certificate in substantially the same form attached hereto as Exhibit
“B”, with such changes as are appropriate for the certificate to be
provided by Landlord.


 


14.                               Holding Over

and Short Term

Extension.


 


(a)                                  In the event of
holding over by Tenant after expiration or termination of this Lease without
the written consent of Landlord, such holding over shall constitute a
tenancy-at-sufferance and Tenant shall pay to Landlord, for the first sixty
(60) days, one hundred twenty-five percent (125%) of all Monthly Rental then in
effect as of the date of termination plus one hundred twenty five percent
(125%) of Tenant’s Prorata Share of Operating Expenses that would otherwise be
payable during such period if this Lease had not terminated or expired.  If such holdover exceeds sixty (60) days,
Tenant shall pay as liquidated damages, solely for such holding over, one
hundred fifty percent (150%) of the Monthly Rental then in effect as of the
date of termination plus one hundred fifty percent (150%) of Tenant’s Prorata
Share of Operating Expenses that would otherwise be payable during such period
if this Lease had not terminated or expired. 
The inclusion of the preceding sentence in this Lease shall not be
construed as Landlord’s consent for Tenant to hold over.  Further, no holding over by Tenant after the
expiration or termination of this Lease shall be construed to extend or renew
the Term or in any other manner be construed as permission by Landlord to hold
over.  Without limiting the foregoing,
Tenant shall indemnify Landlord (y) against all claims for damages by any other
tenant to whom Landlord may have leased all or any part of the Premises
effective upon the termination or expiration of this Lease, provided Landlord
notifies Tenant of such new lease at least thirty (30) days prior to the end of
the Lease Term or later in the event such new lease has not yet been executed
prior to such date (in which event Landlord agrees to notify Tenant promptly of
the existence of any such lease), and (z) for all other losses, costs and
expenses, including reasonable attorneys’ fees, incurred by reason of such
holding over.


 


(b)                                 In addition to
Tenant’s Renewal Options contained in Section 1 above, Landlord hereby grants
to Tenant the right and option to unilaterally extend the Lease 


 


22

















 


Term (or applicable Renewal Term) for any
period of time up to six (6) months following the expiration date of the Lease
Term (or applicable Renewal Term). 
Tenant shall exercise the option granted hereby by giving Landlord notice
of exercise at least eighteen (18) months prior to the expiration of the Lease
Term (or applicable Renewal Term), which notice shall specify the exact period
of such extension pursuant to this subsection. 
If the Lease Term shall be extended under this subsection, all terms and
conditions of this Lease shall remain in full force and effect except Tenant
shall pay to Landlord during such extension period Monthly Rental at the rate
of 125% of the Monthly Rental then in effect immediately prior to this
extension period and 125% of Tenant’s Prorata Share of Operating Expenses that
would otherwise be payable during such extension period if this Lease had not
terminated or expired.  Following the
expiration of the short term option period selected and exercised by Tenant
pursuant to this subsection, the holdover provisions contained in this Section
14 shall apply to any further occupancy by Tenant.


 


15.                               Subordination.


 


Tenant agrees that Tenant will subordinate this Lease
to any mortgage encumbering the Building, which subordination shall be made in
written form reasonably acceptable to the holder of such mortgage and Tenant
within twenty (20) days after written request by Landlord, provided that Tenant
shall have no obligation to so subordinate this Lease unless and until Tenant
and such mortgagee enter into a non-disturbance agreement (a “Non-Disturbance
Agreement”) reasonably satisfactory to Tenant and such mortgagee, which
Non-Disturbance Agreement shall specifically include provisions substantially
similar to those set forth herein below, and to the extent such agreement (when
entered into) conflicts with this Section 15, the terms of such agreement shall
control.  Notwithstanding any provision
of this Lease to the contrary, only with respect to the existing mortgage (or
any refinancing thereof) in favor of Equitable Life Assurance Society of the
United States (or its successor), Tenant hereby agrees to execute the
Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit
“F”.  Tenant and Landlord agree that
a Non-Disturbance Agreement shall include provisions substantially similar to
the following provisions (and shall be acceptable to Tenant if it includes such
provisions):  (a) Tenant shall expressly
recognize and agree that the mortgagee may sell the Building in the manner
provided for by law or in such instrument and such sale shall be made subject
to this Lease; (b) in the event of transfer of title to the Building as the
result of the enforcement by the mortgagee of the remedies provided for by law
or by such mortgage, Tenant will, as a result of such enforcement,
automatically become the Tenant of such mortgagee or other successor in title
as a result of such enforcement (the “Successor”) without change in the
provisions of this Lease and Tenant’s rights and estate under this Lease shall
not be disturbed as a result of any such enforcement; provided, however, that
such Successor shall not (i) be liable for any act, omission, neglect or
default of its predecessor Landlord (except to the extent (and for the time
period) that Successor continues such act, omission, neglect or default after
becoming owner of the Building), provided that the foregoing shall not limit,
restrict or impair any other remedy available to Tenant under this Lease, (ii)
be required to make any capital improvements to the Building or the Premises
which Landlord may have agreed to make but had not completed, (iii) be bound by
any payment of Monthly Rental for more than one (1) month in advance, (iv) be
subject to any offsets or counterclaims which shall have accrued to Tenant
against Landlord prior to the date upon which Successor shall become the owner
of the Building except to the extent (and for the time period) that Successor
continues any prior act, omission, neglect or default which gives rise to such
offset or counterclaim after becoming owner of the Building; and (c) upon
request by Successor, Tenant shall execute and deliver an instrument or
instruments confirming the attornment herein provided for in a form reasonably
acceptable to Successor and Tenant.  The
mortgagee may elect to cause their interest in the Building to be subordinate
and junior to Tenant’s interest under this Lease by filing an instrument in the
real property records in Cobb County, Georgia, affecting such election and
providing Tenant with notice of such election.


 


16.                               Re-Entry by

Landlord.


 


Landlord reserves and shall at all times have the
right to re-enter the Premises to inspect the same, to supply janitor service
and any other service to be provided by Landlord to Tenant hereunder, to show
said Premises to prospective purchasers, mortgagees or tenants (only within the
last eighteen (18) months of the term hereof as to prospective tenants), and to
alter, improve, or repair the Premises and any portion of the Building of which
the Premises are a part or to which access is conveniently made through the
Premises, without abatement of rent, and may for that purpose erect, use, and
maintain scaffolding, pipes, conduits, and other necessary structures in and
through the Premises where reasonably required by the character of the work to
be performed, provided that entrance to the Premises shall not be blocked
thereby, and further provided that the business of Tenant shall not be
interfered with unreasonably.  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, and any other loss occasioned thereby, unless said damage or
loss resulted from Landlord’s negligence or willful misconduct.


 


23

















 


For each of the aforesaid purposes, Landlord shall at
all times have and retain a key with which to unlock all of the doors, in,
upon, and about the Premises, and Landlord shall have the right to use any and
all means which Landlord may deem necessary or proper to open said doors in an
emergency, in order to obtain entry to any portion of the Premises, and any
entry to the Premises, or portions thereof obtained by Landlord by any of said
means, or otherwise, shall not under any circumstances be construed or deemed
to be a forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction, actual or constructive, of Tenant from the Premises or any portions
thereof.  Landlord shall also have the
right at any time, without the same constituting an actual or constructive
eviction and without incurring any liability to Tenant therefor, to change the
arrangement and/or location of entrances or passage ways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building
not within the Premises; provided, that such changes do not have a material,
adverse impact on Tenant’s use and enjoyment of the Premises or its access to
the Building and parking garage.


 


17.                               Insolvency or

Bankruptcy.


 


The appointment of a receiver to take possession of
all or substantially all of the assets of Tenant, or an assignment of Tenant
for the benefit of creditors, or any action taken or suffered by Tenant under
any insolvency, bankruptcy, or reorganization act, shall at Landlord’s option
constitute a breach of this Lease by Tenant. 
Upon the happening of any such event or at any time thereafter, this
Lease shall terminate five (5) days after written notice of termination from
Landlord to Tenant.  In no event shall
this Lease be assigned or assignable by operation of law or by voluntary or
involuntary bankruptcy proceedings or otherwise and in no event shall this
Lease or any rights or privileges hereunder be an asset of Tenant under any
bankruptcy, insolvency, or reorganization proceedings.


 


18.                               Default and

Remedies.


 


(a)                                  Tenant’s Events of
Default.  The following events shall
be deemed to be Events of Default by Tenant under this Lease:


 


(i)                                     Tenant shall fail
to pay any installment of Monthly Rental or Tenant’s Prorata Share of Operating
Expenses payable by Tenant pursuant to the terms hereof and such failure shall
continue for five (5) business days after written notice of such failure of
payment (provided, however, Landlord shall only be obligated to notify Tenant
in writing two (2) times in any consecutive twelve (12) month period;
thereafter, Tenant shall be in default if Tenant fails to pay any sum due on or
before the date such rent was due and payable);


 


(ii)                                  Tenant shall fail to
pay on or before the due date thereof (which due date shall, unless otherwise
specified herein, be the date that is thirty (30) days from the date such
invoice or statement is rendered to Tenant) any charge or assessment (other
than as set forth in Section 18(a)(i)) payable by Tenant pursuant to the terms
hereof and such failure shall continue after the later of five (5) business
days after written notice to Tenant of such failure of payment.


 


(iii)                               Tenant shall fail to
comply with any term, provision or covenant made under this Lease by Tenant,
other than the payment of the Monthly Rental, Tenant’s Prorata Share of
Operating Expenses or any other charge or assessment payable by Tenant, and
shall not cure such failure within thirty (30) days after written notice
thereof to Tenant; provided, however, if any such default is of a nature that
it can be cured and if Tenant in good faith commences to cure such default
within such thirty (30) day cure period, but due to the nature of such default
it could not be cured within such cure period after due diligence, no Event of
Default shall be deemed to have occurred at the end of the cure period if
Tenant is then diligently pursuing such cure to completion, and completes such
cure as promptly as reasonably possible under all the circumstances; or Tenant
shall fail to comply with any term, provision or covenant of this Lease and
shall fail to cure such failure within twenty-four (24) hours after written
notice thereof to Tenant by Landlord when such failure involves a condition
posing an immediate and material threat to human health, safety or the
environment;


 


(iv)                              Tenant shall become
insolvent, or shall make a transfer in fraud of creditors or shall make a
general assignment for the benefit of creditors;


 


(v)                                 Tenant shall file a
petition under any Chapter of the United States Bankruptcy Code, as amended, or
under any similar law or statute of the United States or any State thereof, or
there shall be filed against Tenant a 


 


24

















 


petition in bankruptcy or insolvency or a
similar proceeding which is not dismissed within sixty (60) days after the
filing thereof, or Tenant shall be adjudged bankrupt or insolvent in
proceedings filed against Tenant;


 


(vi)                              A receiver or trustee
shall be appointed for the Premises or for all or substantially all of the
assets of Tenant;


 


(vii)                           Tenant shall do or permit to
be done anything which creates a lien upon the Premises and such lien is not
removed, bonded or discharged within ten (10) days after written notice from
Landlord to Tenant thereof;


 


(viii)                        Tenant fails to timely deliver
a subordination agreement pursuant to the terms of Section 15 hereof or an
estoppel certificate pursuant to the terms of Section 13 and such failure
continues for an additional five (5) business day period after written notice
from Landlord to Tenant;


 


(ix)                                Tenant shall fail to
vacate the Premises immediately upon termination of this Lease (except as
otherwise may expressly be set forth in this Lease), by lapse of time or
otherwise, or upon termination of Tenant’s right to possession only; or


 


(x)                                   Tenant shall assign,
sublet or transfer its interest hereunder in violation of the provisions of
Section 9 hereof.


 


(b)                                 Landlord Remedies.  Upon the occurrence of any of the aforesaid
Events of Default, Landlord shall have the option to pursue any one or more of
the following remedies:


 


(i)                                     Landlord may, at
its election, terminate this Lease or terminate Tenant’s right to possession
only, without terminating the Lease.


 


(ii)                                  Upon any termination
of this Lease, whether by lapse of time or otherwise, or upon any termination
of Tenant’s right to possession without termination of the Lease, Tenant shall
surrender possession and vacate the Premises immediately, and deliver
possession thereof to Landlord, and Landlord shall have the right to enter into
and upon the Premises in such event in accordance with applicable dispossessory
statutes and to repossess the Premises and to expel or remove Tenant and any
others who may be occupying or within the Premises and to remove any and all
property therefrom, without being deemed in any manner guilty of trespass,
eviction or forcible entry or detainer, and without incurring any liability for
any damage resulting therefrom; Tenant hereby waiving any right to claim damage
for such reentry and expulsion, and without relinquishing Landlord’s right to
rent or any other right given to Landlord hereunder or by operation of
law.  Unless otherwise consented to by
Tenant, Landlord agrees that it will only repossess or regain possession of the
Premises through applicable dispossessory procedures.


 


(iii)                               Upon termination of this
Lease, whether by lapse of time, by or in connection with a dispossessory
proceeding or otherwise, Landlord shall be entitled to recover as Landlord’s
actual accrued damages, all rent, including any amount treated as additional
rent hereunder, and other sums due and payable by Tenant on the date of
termination, plus, as Landlord’s liquidated damages for the balance of the
stated term hereof and not as a forfeiture or penalty, the sum of: (i) an
amount equal to the then present value of the rent, including any amounts
treated as additional rent hereunder, and other sums provided herein to be paid
by Tenant for the residue of the stated term hereof, less the fair rental value
of the Premises for such residue (taking into account the time and expenses
necessary to obtain a replacement tenant or tenants, including expenses
hereinafter described in subparagraph (iv)(B) relating to recovery of the
Premises, preparation for reletting and for reletting itself), and (ii) the
cost of performing any other covenants which would have otherwise been
performed by Tenant.


 


(iv)                              (A)  Upon termination of Tenant’s right to
possession of the demised Premises, regardless of whether such termination
occurs as a result of a dispossessory proceeding, distraint proceeding,
exercise of right of termination, lease expiration or otherwise, Tenant shall
remain liable for payment of all rent thereafter accruing and for performance
of all obligations thereafter performable under this Lease.  Landlord may, at Landlord’s option, enter
the Premises, remove Tenant’s signs and other evidences of tenancy, and take
and hold possession thereof as provided in subparagraph (ii) above, without
such entry and possession releasing Tenant from any obligation, including
Tenant’s


 


25

















 


obligation to pay rent, including any amounts
treated as additional rent, hereunder for the full term of the Lease.


 


(B)  In the event of any reletting of the
Premises by Landlord, Landlord may make repairs, alterations and additions in
or to the Premises, and redecorate the same to the extent Landlord deems
necessary or desirable, and Tenant shall, upon demand, pay the cost thereof,
together with Landlord’s expenses for reletting, including, without limitation,
any broker’s commission incurred by Landlord. 
If the consideration collected by Landlord upon any such reletting plus
any sums previously collected from Tenant are not sufficient to pay the full
amount of all rent, including any amounts treated as additional rent hereunder
and other sums reserved in this Lease for the remaining term hereof, together
with the costs of repairs, alterations, additions, redecorating, and Landlord’s
expenses of reletting and the collection of the rent accruing therefrom
(including attorneys’ fees and broker’s commissions), Tenant shall pay to
Landlord, as Landlord’s liquidated damages and not as a forfeiture or penalty,
the amount of such deficiency upon demand and Tenant agrees that Landlord may
file suit to recover any sums falling due under this section from time to time.


 


(v)                                 Landlord may, with or
without entering the Premises and without being liable for prosecution or any
claim of damages therefor, do whatever Tenant is obligated to do under the
terms of this Lease, and Tenant agrees to reimburse Landlord on demand for any
expenses including, without limitation, reasonable attorneys’ fees actually incurred,
which Landlord may actually incur in thus effecting compliance with Tenant’s
obligations under this Lease, and Tenant further agrees that Landlord shall not
be liable for any damages resulting to Tenant from such action, except with
respect to Landlord’s gross negligence or intentional misconduct.


 


(vi)                              Any and all property
which may be removed from the Premises by Landlord pursuant to the authority of
the Lease or of law, to which Tenant is or may be entitled, may be handled,
removed and stored, as the case may be, by or at the direction of Landlord at
the risk, cost and expense of Tenant, and Landlord shall in no event be
responsible for the value, preservation or safekeeping thereof.  Tenant shall pay to Landlord, upon demand,
any and all expenses incurred in such removal and all storage charges against
such property so long as the same shall be in Landlord’s possession or under
Landlord’s control.  Any such property
of Tenant not retaken by Tenant from storage within thirty (30) days after
removal from the Premises shall, at Landlord’s option, be deemed conveyed by
Tenant to Landlord under this Lease as by a bill of sale without further
payment or credit by Landlord to Tenant.


 


(vii)                           In the event of the
termination of the Lease term, vacation of the Premises by Tenant, or
termination of Tenant’s right to possession, Landlord shall use commercially
reasonable efforts to relet the Premises for such rent and upon such terms as
Landlord in its sole discretion shall determine (including the right to relet the
Premises for a greater or lesser term than that remaining under this Lease, the
right to relet the Premises as a part of a larger area, and the right to change
the character or use made of the Premises), and Landlord shall not be required
to accept any tenant offered by Tenant or to observe any instructions given by
Tenant about such reletting; provided, however, Landlord shall not be required
to release the Premises before leasing any other space in the Building and
Landlord shall not be deemed to have failed to mitigate if Landlord or its
affiliates lease any other portions of the Building or other buildings owned or
managed by Landlord or its affiliates before reletting all or any portion of
the Premises.


 


(c)                                  Landlord Default.  If Landlord fails to pay on or before the
due date thereof (which due date shall, unless otherwise specified herein, be
the date that is thirty (30) days from the date such invoice or statement is
rendered to Landlord) any amounts due to Tenant under this Lease and shall not
cure such failure within five (5) business days following Tenant’s written
notice to Landlord or if Landlord fails to keep or perform any of its
obligations under this Lease and shall not cure such failure within thirty (30)
days following Tenant’s written notice to Landlord except where specific
shorter periods are herein specified, Landlord shall be in default under this
Lease (a “Landlord Default”); provided, however, if the failure is of a nature
that it cannot be cured within such shorter period or thirty (30) days,
respectively, Landlord shall not be in default so long as Landlord commences
the cure within such period and diligently pursues the cure to completion as
soon as reasonably possible.  Upon the
occurrence of a Landlord Default which default remains uncured for the period
described in the preceding sentence,


 


(i)                                     In the event that
such Landlord Default relates to the failure to provide any service,
maintenance or repair required of Landlord under the Lease


 


26

















 


and such default materially and adversely
affects Tenant’s business operations in the Premises, then Tenant shall have
the right, but not the obligation, to remedy Landlord’s failure and charge
Landlord for the reasonable out-of-pocket cost of such remedy, which charges
shall be payable by Landlord. 
Notwithstanding the foregoing provisions, no work by Tenant shall
materially interfere with the use or enjoyment of the Building by any other
tenant or occupant or user of the Building.


 


(ii)                                  In the event such
Landlord Default arises because of the failure by Landlord to pay to Tenant any
allowance provided or refund due to Tenant pursuant to this Lease, or because
of failure in the reimbursement of expenses under Section 18(c)(i) above,
Tenant shall have the right to deduct such costs from Monthly Rental next
accruing hereunder; provided, however, that any such deduction shall not, in
the aggregate, be more than twenty percent (20%) of the total Monthly Rental
then due hereunder during such month.


 


(iii)                               Tenant shall be entitled
to exercise any other right or remedy available to Tenant under law or equity,
except for self-help or set-off; the limits of which are described in
subparagraphs (i) and (ii) above.


 


Notwithstanding anything to the contrary contained in
this Section, in the event Landlord disagrees with Tenant as to (x) whether
Landlord is in default hereunder, or (y) whether Tenant has the right to offset
against Monthly Rental, then Landlord shall have the right to suspend the
further exercise of any rights of Tenant under this paragraph by notifying
Tenant in writing of the dispute and that Landlord has initiated an expedited
arbitration proceeding before the American Arbitration Association pursuant to
its expedited procedures; provided, however, the foregoing right of Landlord
shall not apply to suspend the exercise of Tenant’s self help right as provided
in subsection (i) above.  In such event,
Landlord and Tenant agree to pursue the arbitration of such dispute and the
results of which shall be binding upon both Landlord and Tenant.  Tenant hereby agrees to indemnify, defend
and hold Landlord harmless from and against any cost, expenses, liability,
claim, cause of action or other obligation or liability of Landlord or its
agents arising out of or relating to Tenant’s improper exercise of Tenant’s
self-help rights set forth in this paragraph.


 


(d)                                 Remedies Cumulative.  Except as otherwise expressly set forth in
this Lease, pursuit by Landlord or Tenant of any of the foregoing remedies
shall not preclude pursuit of any other remedy herein provided or any other
remedy provided by law or in equity, nor shall pursuit of any remedy herein
provided constitute an election of remedies thereby excluding the later
election of an alternate remedy, or a forfeiture or waiver of any Monthly
Rental, Tenant’s Prorata Share of Operating Expenses or other charges and
assessments payable by Tenant and due to Landlord hereunder or of any damages
accruing to Landlord by reason of violation of any of the terms, covenants,
warranties and provisions herein contained. 
No reentry or taking possession of the Premises by Landlord or any other
action taken by or on behalf of Landlord shall be construed to be an acceptance
of a surrender of this Lease or an election by Landlord to terminate this Lease
unless written notice of such intention is given to Tenant.  Forbearance by Landlord or Tenant to enforce
one or more of the remedies herein provided upon an Event of Default shall not be
deemed or construed to constitute a waiver of such default.  Tenant hereby expressly waives any and all
rights to redeem, reinstate or restore, or obtain relief from forfeiture of
this Lease granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of the Premises, by reason of an Event of Default by
Tenant under this Lease.


 


19.                               Damage by Fire,

Etc.


 


In the event that the Building, the Premises or the
parking garage serving the Building are damaged or destroyed by fire, casualty
or other act or occurrence of God including, without limitation, wind
damage  (a “Casualty”) the rights and
obligations of Landlord and Tenant shall be governed by the provisions of this
Section 19.


 


(a)                                  Landlord’s Termination
Rights.  If the entire Building or a
substantial portion thereof (which may or may not include all or a part of the
Premises), or the Building systems or structural components of the Building
(whether or not the Premises are directly affected) are substantially damaged
or destroyed and such damage or destruction is to the extent that in the
reasonable opinion of Landlord’s architect delivered in writing to both parties
within sixty (60) days after the date of such damage or destruction (the “Damage
Date”), the damage cannot be repaired or restored within one (1) year after the
date Landlord is authorized to receive the insurance proceeds and is authorized
to reconstruct the same (the “Re-Construction Commencement Date”), Landlord may
terminate this Lease, as of the date of Landlord’s notice, by giving Tenant
notice within ninety (90) days after the Damage Date.  As used in this Section 19, the


 


27

















 


term “substantially damaged” shall mean such
damage that the cost of repair and restoration thereof is reasonably estimated
by Landlord’s architect to exceed twenty-five percent (25%) of the replacement
cost of the Building.


 


(b)                                 Tenant’s
Termination Rights.  If the Premises
are damaged or destroyed by Casualty, or if the parking garage is damaged by
Casualty such that Tenant’s use or enjoyment of or access to the Premises is
materially adversely affected and if, in the reasonable opinion of Landlord’s
architect, given in writing to both parties within sixty (60) days after the
Damage Date, the Premises and related improvements cannot be repaired or
restored to substantially the condition in all material respects that existed
prior to the Casualty within one (1) year after the Re-Construction
Commencement Date, Tenant may terminate this Lease by giving notice to Landlord
at any time within ninety (90) days after the Damage Date, which termination
shall be effective as of the date of such notice.  Further, in the event Tenant has not given notice to Landlord within
ninety (90) days after the Damage Date of Tenant’s election to terminate the
Lease, but the Re-Construction Commencement Date shall have not occurred on or
before one hundred fifty (150) days after the Damage Date, then Tenant may
terminate this Lease by giving notice to Landlord at any time within ten (10)
days thereafter, which termination shall be effective as of the date of such
notice.  In addition to the termination
rights granted to Tenant under the preceding two sentences, if the Premises are
damaged or destroyed by Casualty, or if any related improvements are damaged by
Casualty such that Tenant’s use or enjoyment of or access to the Premises is
materially adversely affected, and if the Premises and/or such related
improvements are not substantially restored by Landlord to the extent required
of Landlord hereunder on or before the date which is twelve (12) months after
the Re-Construction Commencement Date (but in no event later than seventeen
(17) months after the Damage Date), Tenant shall have the right to terminate
this Lease by giving written notice thereof to Landlord within thirty (30) days
thereafter, provided such notice is given prior to the date that Landlord has
substantially completed the restoration of the Premises and related improvements;
provided, however, that if construction or reconstruction is delayed because of
changes, deletions or additions in construction requested by Tenant or because
of matters beyond the reasonable control of Landlord, such periods for
restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed, but unless the delay is caused by Tenant, its members,
partners, agents, contractors or employees, the extension under this proviso
shall not exceed an additional sixty (60) days.


 


(c)                                  Termination Rights
Near End of Lease Term. 
Notwithstanding anything in this Section 19 to the contrary, if the
Building is substantially damaged or destroyed by Casualty and if, in the
reasonable opinion of Landlord’s architect, given in writing to both parties
within sixty (60) days after the Damage Date, the Premises and other portions
of the Building cannot be repaired or restored to the condition in all material
respects that existed prior to the Casualty on or before the date which is two (2)
years prior to the expiration of the Lease Term, then Landlord may terminate
this Lease upon notice to the Tenant within ninety (90) days after the Damage
Date provided that if Landlord exercises such election to terminate and Tenant
has any unexercised option to extend the Lease Term, then Tenant may nullify
Landlord’s asserted termination of this Lease under this Section 19(c) by
exercising Tenant’s right to extend the Lease Term for the Renewal Term within
thirty (30) days after receipt of Landlord’s notice of termination.  Also, notwithstanding anything in this
Section 19 to the contrary, if either the Premises is materially damaged or
destroyed by Casualty, or if any portion of the Building or related improvements
is damaged or destroyed by Casualty so that Tenant’s use or enjoyment of or
access to the Premises is materially adversely affected, and if, in the
reasonable opinion of Landlord’s architect, given in writing to both parties
within sixty (60) days after the Damage Date, the Premises and other such
portions of the Building cannot be repaired or restored to the condition in all
material respects that existed prior to the Casualty on or before the date
which is two (2) years prior to the expiration of the Lease Term, Tenant may
terminate this Lease upon notice to Landlord within ninety (90) days after the
Damage Date.


 


(d)                                 Restoration
Obligations.  If neither Landlord
nor Tenant has the right to terminate this Lease pursuant to the foregoing
provisions of this Section 19, or if the party or parties that have the right
to terminate this Lease do not exercise such right within the time and in the
manner as hereinabove provided, Landlord shall have the Building (excluding
premises leased to other tenants) repaired or restored to the condition in all
material respects that existed prior to the Casualty at the sole expense of the
Landlord; provided, however Landlord shall have no repair or restoration
obligation beyond the actual insurance proceeds collected by and made available
to Landlord after commercially reasonable efforts.  Notwithstanding any provisions herein to the contrary, in no
event shall Landlord be required to rebuild, repair or replace any part of the
partitions, fixtures, additions or other improvements which may have been
placed in or about the Premises by Tenant, and Tenant shall be responsible for
the rebuilding, repairing or replacing of such items.  Any insurance which may be carried by Landlord or Tenant against
loss or damage to the Building or Premises shall be for the sole benefit of the
party carrying such


 


28

















 


insurance and under its sole control except
that Landlord’s insurance may be subject to control by the holder or holders of
any indebtedness secured by a mortgage or deed to secure debt covering any
interest of Landlord in the Premises, the Building, or the Property.  An equitable abatement in rent shall be
allowed from the Damage Date for Tenant’s loss of use or access until such time
that the damage has been repaired or restored in all material respects to its
condition prior to the Casualty; provided that to the extent that any portion
of the Premises is unusable for the purpose for which it was being used prior
to the Casualty, then all rent applicable to such portion shall be abated in
full.  Landlord’s architect shall
deliver a notice to both parties within sixty (60) days after the Damage Date
stating the time required to repair and restore the damage caused by any
Casualty and if Landlord is obligated hereunder to repair and restore such
damage, Landlord shall use all reasonable efforts in good faith to repair and
restore such damage within the estimated time period.


 


(e)                                  Landlord’s
Architect; Termination Conditions. 
The opinions of and notices from architect contemplated in Sections
19(a), 19(b), 19(c) and 19(d) hereof shall be rendered or given, as the case
may be, by a reputable, qualified, licensed architect selected by
Landlord.  In the event of any
termination of this Lease by either party pursuant to this Section 19, Monthly
Rental, Tenant’s Prorata Share of Operating Expenses and any other payments due
hereunder shall be apportioned and paid to the date of termination and Tenant
shall vacate the Premises as soon as reasonably possible (but in no event later
than fifteen (15) days) following the date of such termination; provided,
however, that those matters of this Lease which are designated to cover matters
of termination and the period thereafter shall survive the termination hereof.


 


(f)                                    Repair Standards.  Unless this Lease is terminated as aforesaid
as a result of any Casualty, Landlord shall, subject to and in accordance with
Section 19(d) hereof, use reasonable efforts in good faith to have such repairs
promptly commenced and diligently pursued so as not to unnecessarily interfere
with the Tenant’s use or enjoyment of or access to the Premises.  In the event of any damage or destruction to
the Building or the Premises by any peril covered by the provisions of this
Paragraph 19, Tenant shall, upon notice from Landlord, remove forthwith, at
Tenant’s sole cost and expense, such portion or all of the property belonging
to Tenant or its licensees from such portion or all of the Building or the
Premises as Landlord shall request.


 


(g)                                 Reaffirmation of
Lease.  Upon the occurrence of any
damage to, or destruction of the Premises or the Building which materially,
adversely affects Tenant’s use or enjoyment of, or access to, the Premises, and
provided that either Tenant does not have the right hereunder to terminate this
Lease as a result of such damage or Tenant does have the right hereunder to
terminate this Lease but has elected not to (or has failed to) terminate this
Lease as provided herein, Tenant shall, within ten (10) days after receipt by
Tenant of a written request therefor from Landlord and the receipt by Tenant
from Landlord or Landlord’s architect, as the case may be, of all notices,
elections and other information Tenant may reasonably require in order to make
any election permitted under this Section 19, provide Landlord with a written
reaffirmation of this Lease, including an acknowledgment that Tenant does not
have the right to terminate this Lease as a result of such damage or that
Tenant had the right to terminate this Lease but has elected not to (or has
failed to) terminate this Lease as herein provided.


 


20.                               Condemnation.


 


(a)                                  If all or part of the
Premises shall be taken for any public or quasi public use by virtue of the
exercise of the power of eminent domain or by private purchase in lieu thereof,
this Lease shall terminate as to the part so taken as of the date of taking,
and, in the case of a partial taking, Tenant shall have the right to terminate
this Lease as to the balance of the Premises by written notice to Landlord
within thirty (30) days after such date; provided, however, that a condition to
the exercise by Tenant of such right to terminate shall be that the portion of
the Premises taken shall be of such extent and nature as substantially to
handicap, impede or impair Tenant’s operation of its full business in the
balance of the Premises.  If such
portion of the Building or related improvements is taken (even if no part of
the Premises is taken) and such taking substantially handicaps, impedes or impairs
Tenant’s operation of its full business in the balance of the Premises (and
Landlord does not provide notice to Tenant within sixty (60) days after the
date of such taking that such material adverse effect will be alleviated by
repairs or reconstructions as provided in Section 20(c) below), Tenant may
terminate this Lease by written notice to Landlord within seventy five (75)
days after the date of such taking, provided that Landlord shall have the right
to nullify such termination by Tenant by providing notice to Tenant within ten
(10) days after the receipt of Tenant’s termination notice that such material
adverse affect will be alleviated by repairs or reconstructions pursuant to
Section 20(c) below.  If title to so
much of the Building is taken that a reasonable amount of reconstruction thereof
will not in Landlord’s reasonable discretion result in the Building being a
practical improvement and reasonably suitable for use for the purpose for which
it is designed, and provided Landlord elects not to


 


29

















 


reconstruct the remaining portion of the
Building for general office use, then Landlord shall have the right to
terminate this Lease by written notice to Tenant within ninety (90) days after
the date of such taking.


 


(b)                                 If this Lease is
terminated under the provisions of this Section 20, rent shall be apportioned
and adjusted as of the date of termination. 
Tenant shall have no claim against Landlord or against the condemning
authority for the value of any leasehold estate or for the value of the
unexpired Lease Term (and Tenant hereby assigns to Landlord any right or
interest to any award applicable thereto), provided that the foregoing shall
not preclude any claim that Tenant may have against the condemning authority to
the extent provided in Section 20(c) below.


 


(c)                                  If there is a partial
taking of the Building and/or the parking garage and this Lease is not
thereupon terminated under the provisions of this Section 20, then this Lease
shall remain in full force and effect, and Landlord shall, within a reasonable
time thereafter, repair or reconstruct the remaining portion of the Building
(excluding portions thereof leased to tenants) and/or parking garage to the
extent necessary to make the same a complete architectural unit; provided that
in complying with its obligations hereunder Landlord shall not be required to
expend more than the sum of the net proceeds of the condemnation award which
are paid to Landlord and available to Landlord for repair and reconstruction.  If the portion of the Building, parking
garage or the Premises taken shall be of such extent and nature as
substantially to handicap, impede or impair the conduct of Tenant’s business in
the Premises or Tenant’s access thereto including, without limitation, a
partial taking of the parking garage such that Landlord cannot provide to
Tenant the total number of parking spaces allocated to Tenant pursuant to
Section 35 and Landlord does not restore the Building, parking garage and
Premises as set forth above because the amount of condemnation award paid to
Landlord is insufficient and the cost of reconstruction will exceed the portion
of such condemnation award available to Landlord for reconstruction, Landlord
shall have the right to terminate this Lease. 
If Landlord does not terminate this Lease, then Landlord agrees to
commence restoration, and upon commencing such restoration, Landlord agrees to
complete same within a reasonable time thereafter and to pay any shortfall
resulting from the inadequacy of the condemnation proceeds.  In the event Tenant is unable to operate its
business in the Premises or any portion thereof, or utilize the parking garage
or such portion thereof as substantially impedes or impairs the conduct of
Tenant’s business in the Premises, as a result of and during the time of
Landlord’s restoration of the Building as provided herein, then Monthly Rental
and Tenant’s Prorata Share of Operating Expenses under this Lease shall be
equitably abated until the entire Premises (or portion thereof that was
rendered unusable) are again usable.


 


(d)                                 All compensation
awarded or paid to Landlord upon a total or partial taking of the Premises or
the Building shall belong to and be the property of Landlord without any
participation by Tenant; excepting, however, nothing herein shall be construed
to preclude Tenant from prosecuting any claim directly against the condemning
authority for loss of business, for damage to, and cost of removal of, trade
fixtures, furniture and other personal property belonging to Tenant, and, if
such claim does not reduce the amount of the award otherwise payable to
Landlord, for the unamortized cost of any leasehold improvements to the extent
same were installed at Tenant’s expense and to the extent such costs were not
reimbursed or contributed to by Landlord.


 


(e)                                  Notwithstanding
anything to the contrary contained in this Section 20, if, during the Lease
Term, the use or occupancy of any part of the Building, the Premises or the
parking garage shall be taken or appropriated temporarily for any public or quasi-public
use under any governmental law, ordinance, or regulations, or by right of
eminent domain, this Lease shall be and remain unaffected by such taking or
appropriation and Tenant shall continue to pay in full all Rent payable
hereunder by Tenant during the Lease Term. 
In the event of any such temporary appropriation or taking, Tenant shall
be entitled to receive that portion of any award which represents compensation
for the loss of use or occupancy of the Premises during the Lease Term, and
Landlord shall be entitled to receive that portion of any award which
represents the cost of restoration and compensation for the loss of use or
occupancy of the Premises after the end of the Lease Term.  Landlord or Tenant shall each have the right
to terminate this Lease by written notice to the other party in the event of
any such temporary appropriation or taking (i) which has affected a material
portion of the Premises for a period in excess of one (1) year and which will
continue to affect a material portion of the Premises for an indeterminate time
period or (ii) which, at the time of the termination, will affect a material
portion of the Premises for a period in excess of one (1) year thereafter as
evidenced by a written notice to such effect from the condemning authority.


 


(f)                                    If there is a
partial taking of the Building or the parking garage and this Lease is not
thereupon terminated under the provisions of this Section 20, Tenant shall,
within ten (10) days after receipt by Tenant of a written request therefor from
Landlord, provide Landlord with a written reaffirmation of this Lease,
including an acknowledgment 


 


30

















 


that Tenant does not have the right to
terminate this Lease as a result of such taking or that Tenant had the right to
terminate this Lease but has elected not to (or has failed to) terminate this
Lease as herein provided.


 


21.                               Sale by  

Landlord.


 


In the event of a sale or conveyance by Landlord of
the Building, the same shall operate to release Landlord from any liability for
the future performance of the covenants or conditions, express or implied,
herein contained in favor of Tenant, from and after the date of such sale, but
only if the purchaser assumes all of the Landlord’s future obligations
hereunder, and in such event Tenant agrees to look solely to the successor in
interest of Landlord in and to this Lease for such future performance.  Tenant agrees to attorn to the purchaser or
assignee in any such sale.


 


22.                               Right of  

Landlord to 

Perform.


 


All covenants and agreements to be performed by Tenant
under any of the terms of this Lease shall be performed by Tenant at Tenant’s
sole cost and expense and without any abatement of rent except as otherwise
expressly set forth herein.  If Tenant
shall fail to perform any acts, covenants or agreements to be performed by
Tenant under any of the terms of this Lease or to pay any sum of money, other
than rent, required to be paid by it hereunder, and such failure shall continue
for ten (10) days after written notice thereof by Landlord, Landlord may, but
shall not be obligated so to do, and without waiving or releasing Tenant from
any obligations of Tenant, make any such payment or perform any such act,
covenant or agreement on Tenant’s part to be made or performed as in this Lease
provided.  All sums so paid by Landlord
or costs related to Landlord’s performance of such acts, covenants or
agreements and all necessary incidental costs, together with interest thereon
at the Agreed Interest Rate as defined in Paragraph 8 hereof from the date of
such payment by Landlord, shall be payable as additional rent to Landlord on
demand, and Tenant covenants to pay any such sums, and Landlord shall have, in
addition to any other right or remedy of the Landlord, the same rights and
remedies in the event of nonpayment thereof by Tenant as in the case of default
by Tenant in the payment of the rent.


 


23.                               Surrender of

Premises.


 


(a)                                  Except as provided in
this Section 23 hereof, upon the expiration or other termination of this Lease,
Tenant shall quit and surrender to Landlord the Premises, broom clean in the
same condition as at the date of commencement of the Lease Term, except for (A)
alterations which Tenant is not required to remove pursuant to Section 23(b)
below, (B) alterations as to which Landlord’s consent was not required to be
obtained as provided in Section 23(b) hereof, and (C) reasonable wear and tear,
damage caused by Casualty or condemnation (the repair obligations for which are
covered in Sections 19 and 20 hereof), and Tenant shall remove such of its
personalty, movable equipment and alterations, additions, and improvements from
the Premises as is required by Section 23(b) below.  Tenant’s obligation to observe or perform the covenants set forth
in this Section 23 shall survive the expiration or termination of this Lease.


 


(b)                                 Tenant shall, upon the
expiration or earlier termination of this Lease or the termination of Tenant’s
right to possession of the Premises, remove all personalty and movable
equipment which it has placed upon the Premises or the Building, including,
without limitation, any computer, satellite, telephone or telecommunications
equipment (including, but not limited to, the existing three-meter dish located
on the roof of the Building), wiring, cabling or hardware, whether or not such
personal property, equipment, alterations, additions, or improvements are
located in the Premises.  Tenant shall
also remove any alterations which required the approval of Landlord and with
regard to which Landlord notified Tenant with Landlord’s approval that removal
thereof would be required upon termination of this Lease.  Landlord acknowledges and agrees that Tenant
shall have the right to remove any audio visual equipment installed in the
Premises.  Tenant shall be responsible
for the cost of any repairs of any damage caused by removal of such personalty,
equipment, alterations, additions and improvements required to be removed by
Tenant or removed by Tenant hereunder. 
If Tenant shall fail or refuse to remove all of Tenant’s personalty, and
equipment required to be removed from the Premises upon the expiration or
termination of this Lease for any cause whatsoever, or upon Tenant being
dispossessed by process of law or otherwise, Landlord may, at its option, remove
the same in any manner that Landlord shall choose and store or dispose of said
equipment and personalty without liability for any loss or damage thereto.  Tenant shall pay Landlord on demand any and
all reasonable out-of-pocket expenses incurred by Landlord in such removal,
storage and disposal, including, without limitation, court costs,


 


31

















 


reasonable attorneys’ fees actually incurred,
storage charges and the cost of repairing any damage to the Building caused by
such removal.  Landlord, at its option,
may, without notice, sell said equipment and personalty or any part thereof at
public or private sale for such price as Landlord may obtain and retain all the
proceeds of such sale.  The covenants
and conditions of this Section 23 shall survive any expiration or termination
of this Lease.


 


(c)                                  Subject to any
agreement between Landlord and a subtenant, the voluntary or other surrender of
this Lease by Tenant, or a mutual cancellation thereof, shall not work a
merger, and shall, at the option of the Landlord, terminate all or any existing
subleases or subtenancies, or may, at the option of Landlord, operate as an
assignment to it of any or all such subleases or subtenancies.


 


24.                               Waiver.


 


If either Landlord or Tenant waives the performance of
any term, covenant or condition contained in this Lease, such waiver shall not
be deemed to be a waiver of any subsequent breach of the same or any other
term, covenant or condition contained herein. 
Furthermore, the acceptance of rent by Landlord shall not constitute a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, regardless of Landlord’s knowledge of such preceding breach at the
time Landlord accepted such rent. 
Failure by Landlord or Tenant to enforce any of the terms, covenants or
conditions of this Lease for any length of time shall not be deemed to waive or
to decrease the right of Landlord to insist thereafter upon strict performance
by Tenant or Landlord.  Waiver by Landlord
of any term, covenant or condition contained in this Lease may only be made by
a written document signed by Landlord.


 


25.                               Notices.


 


Whenever any notice, demand or request is required or
permitted hereunder, such notice, demand or request shall be hand-delivered in
person, by reputable courier service or sent by United States Mail, registered,
postage prepaid, to the addresses set forth below:


 


	
  If to Landlord:

  	
   

  	
  300 Galleria
  Parkway Associates

  
	
   

  	
   

  	
  c/o Childress
  Klein Properties

  
	
   

  	
   

  	
  300 Galleria
  Parkway

  
	
   

  	
   

  	
  Suite 600

  
	
   

  	
   

  	
  Atlanta, Georgia
  30339

  
	
   

  	
   

  	
   

  
	
  If to Tenant:

  	
   

  	
  Worldspan L.P.,
  a Delaware Limited Partnership

  
	
   

  	
   

  	
  300 Galleria
  Parkway, Suite 2100

  
	
   

  	
   

  	
  Atlanta,
  Georgia  30339

  
	
   

  	
   

  	
  Attn:  Vice President of Financial Planning and
  Administration

  
	
   

  	
   

  	
   

  



 


Any notice, demand or request which shall be served
upon either of the parties in the manner aforesaid shall be deemed sufficiently
given for all purposes hereunder (i) at the time such notices, demands or
requests are hand-delivered in person, (ii) on the third day after the mailing
of such notices, demands or requests in accordance with the preceding portion
of this paragraph, or (iii) at the time such notices, demands or requests are
delivered by national overnight express delivery service, postage and charges
prepaid.


 


Either Landlord or Tenant shall have the right from
time to time to designate by written notice to the other party such other
places in the United States as Landlord or Tenant may desire written notice to
be delivered or sent in accordance herewith; provided, however, at no time
shall either party be required to send more than an original and two copies of
any such notice, demand or request required or permitted hereunder.


 


Notwithstanding the foregoing, all rental payments
under this Lease shall be sent to the address specified in paragraph 2(a)
above.


 


26.                               Certain Rights

Reserved to the

Landlord.


 


Landlord reserves and may exercise the following
rights without affecting Tenant’s obligations hereunder:


 


(a)                                  To designate all
sources furnishing, and toilet supplies, lamps and bulbs used in the Premises;


 


(b)                                 To retain at all times
pass keys to the Premises; provided, however, that Landlord shall not use such
passkeys to enter Tenant’s vault room(s) or server room(s) except in the event
of an emergency;


 


32

















 


(c)                                  To grant to anyone
the exclusive right to conduct any particular business or undertaking in the
Building in keeping with the office nature of the Building;


 


(d)                                 To close the Building
after regular work hours and on legal holidays subject, however, to Tenant’s
right to admittance on a twenty-four (24) hour basis, under such reasonable
regulations as Landlord may prescribe from time to time, which may include by
way of example but not of limitation, that persons entering or leaving the
Building register and provide sufficient forms of identification to a watchman
and that said persons establish their right to enter or leave the Building; and


 


(e)                                  To take any and all
measures, including inspections, repairs, alterations, decorations, additions
and improvements to the Premises or the Building, and identification and
admittance procedures for access to the Building as may be necessary or
desirable for the safety, protection, preservation or security of the Premises
or the Building or Landlord’s interest, or as may be necessary or desirable in
the operation of the Building.


 


Landlord may enter upon the Premises and may exercise
any or all of the foregoing rights hereby reserved without being deemed guilty
of an eviction or disturbance of Tenant’s use or possession and without being
liable in any manner to Tenant and without abatement of rent or affecting any
of Tenant’s obligations hereunder.


 


27.                               Communication

Equipment.


 


 The following shall be applicable with respect to any
satellite dish Tenant wishes to install:


 


(a)                                  Subject to the
following provisions, Tenant shall have the right, at Tenant’s sole cost and
expense, to install, maintain and operate one (1) satellite dish (or other
communication equipment with a similar use) and related equipment
(collectively, the “Dish”) at a location on the roof of the Building mutually
agreeable to Landlord and Tenant.  The
Dish shall not exceed such size as is customarily permitted to be installed on
the rooftops of comparable similar buildings by similarly-sized tenants in the
metropolitan Atlanta commercial real estate market, shall be adequately
screened from view and shall not be visible from ground level.  Landlord shall have the right to review and
approve any Dish and all plans relating thereto prior to Tenant’s installation
of such Dish.  Tenant’s rights hereunder
shall be expressly conditioned upon the compliance with all standard procedures
then required by Landlord, with respect to such satellite dish.  Notwithstanding any provisions to the
contrary herein, Tenant may not place any other or additional Dish on the
Building prior to Tenant’s removal of the existing three-meter dish located on
the Building.


 


(b)                                 Prior to Tenant
locating the Dish on the roof of the Building, Tenant must first provide
reasonable verification to Landlord that the weight of the Dish and its
location on the roof will not damage or harm the roof or other parts of the
Building.  Upon reasonable approval by
Landlord of the Dish, Landlord will permit Tenant reasonable access to the roof
of the Building, as needed, to install, maintain and/or remove the Dish.  Tenant will also have the right to install
conduit and cabling in the Building risers as necessary to connect the Dish to
the Premises, subject to Landlord’s reasonable approval, and to the removal by
Tenant of any existing cabling of Tenant in such risers reasonably necessary to
accommodate such new conduit and/or cabling. 
Tenant will exercise reasonable efforts to minimize any disruption of
activity otherwise occurring in and about the Building and the Project in
connection with Tenant’s installation, maintenance and removal of the Dish.


 


(c)                                  Landlord may request
that Tenant relocate the Dish if Landlord is required to do so by applicable laws.  Tenant will cooperate with Landlord to
identify an alternate location which will comply with such laws.  All expenses incurred in relocating the Dish
pursuant to this subparagraph (c) shall be born by Tenant.


 


(d)                                 Tenant will insure
that the Dish and each part of it will be installed in accordance with all
local and building and other laws. 
Tenant will promptly remove and hereby agrees to indemnify, defend and
hold Landlord harmless in connection with any mechanics’ liens upon the Project
or the Building which result from work associated with the installation,
maintenance or removal of the Dish. 
Tenant will obtain all FCC and all other licenses or approvals required
to install and operate the Dish and shall operate the Dish in a manner that
will not interfere with the quiet enjoyment or business operations of other
tenants in the Building (including such other tenants’ existing communications
equipment on the roof of the Building).


 


(e)                                  Tenant shall
indemnify and hold Landlord harmless from and against any and all claims,
costs, demands, damages, and liabilities arising from Tenant’s


 


33

















 


installation, removal, use or maintenance of
the Dish, except if resulting from Landlord’s negligence or willful misconduct.  Such indemnity shall include damage to
property (including the roof of the Building) and injury or death to persons.


 


(f)                                    Tenant, at Tenant’s
sole cost and expense, shall remove the Dish upon the expiration or termination
of this Lease and shall repair all damage to the Building or the Project as a
result of Tenant’s installation, maintenance, use or removal of the Dish,
thereby restoring the Building or the Project to its condition prior to the
installation of the Dish, normal wear and tear excepted.


 


28.                               Successors and

Assigns.


 


Subject to the provisions of Paragraph 9 hereof, the
terms, covenants and conditions contained herein shall be binding upon and
inure to the benefit of the heirs, successors, executors, administrators and
assigns of the parties hereto.


 


29.                               Attorneys’ Fees.


 


In the event that any action or proceeding is brought
to enforce any term,  covenant or
condition of this Lease on the part of Landlord or Tenant, the prevailing party
in such litigation shall be entitled to reasonable attorneys’ fees to be fixed
by the Court in such action or proceeding. 
Notwithstanding anything to the contrary contained herein, neither
Landlord nor Tenant shall be entitled to collect statutory attorney fees pursuant
to O.C.G.A. §13-1-11.


 


30.                               Corporate

Authority.


 


If Tenant signs as a corporation, each of the persons
executing this Lease on behalf of Tenant does hereby covenant and warrant that
Tenant is a duly authorized and existing corporation, that Tenant has and is
qualified to do business in Georgia, that the corporation has full right and
authority to enter into this Lease, and that each and both of the persons
signing on behalf of the corporation were authorized to do so.  Upon Landlord’s request, Tenant shall
provide Landlord with evidence reasonably satisfactory to Landlord confirming
the foregoing covenants and warranties. 
If Tenant signs as any other legal entity, Tenant shall provide Landlord
with reasonable evidence of authority.


 


31.                               Signage.


 


So long as Worldspan, L.P. leases and occupies not
less than 138,962 rentable square feet of space in the Building, Tenant shall
have the exclusive right to place and maintain the name “Worldspan” on the
Building at the size, dimension, appearance and location of the current
“Worldspan” signage existing on the Building on the date of this Lease;
provided, however, that if the condition in this sentence shall cease to be
true, then Worldspan, L.P. shall no longer have such right and, if such sign is
still located on the Building, shall, at Landlord’s request, remove such sign
and repair any damage therefrom.  All
costs relating to the installation, construction, maintenance, and removal of
such sign shall be at the expense of Worldspan, L.P.  Any change in such signage shall in all events be subject to Landlord’s
prior architectural approval and approval as to its location.  Any such signage shall in all events be
subject to compliance with all applicable governmental rules and regulations.  The rights of Worldspan, L.P. set forth in
this Section 31 shall not be assignable or transferable to any other person or
entity, except that an assignee of this Lease under a Permitted Transfer may
continue to exercise such rights in accordance with this Section 31.


 


32.                               Miscellaneous.


 


(a)                                  The paragraph
headings herein are for convenience of reference and shall in no way define,
increase, limit, or describe the scope or intent of any provision of this
Lease.  The term “Landlord” as used in
this Lease shall include the Landlord, its successors and assigns.  In any case where this Lease is signed by
more than one person, the obligations hereunder shall be joint and
several.  The term “Tenant” or any
pronoun used in place thereof shall indicate and include the masculine or
feminine, the singular or plural number, individuals, firms or corporations,
and each of their respective successors, executors, administrators, and
permitted assigns, according to the context hereof.


 


(b)                                 Time is of the essence
of this Lease and all of its provisions. 
This Lease shall in all respects be governed by the laws of the State of
Georgia.  This Lease, together with its
exhibits, contains all the agreements of the parties hereto and supersedes any
previous negotiations.  There have been
no representations made by the Landlord or understandings made between the
parties other than those set forth in this Lease and its exhibits.  This Lease may not be modified except by a
written instrument by the parties


 


34

















 


hereto. 
Except as expressly set forth herein, effective January 1, 2004, this
Lease shall supersede all prior leases with Tenant with respect to the Premises
or any portion thereof and such prior leases shall be deemed terminated without
any further action or documentation.


 


(c)                                  If for any reason
whatsoever any of the provisions hereof shall be unenforceable or ineffective,
all of the other provisions shall be and remain in full force and effect.


 


(d)                                 All obligations of
Tenant or Landlord hereunder not fully performed as of the expiration or earlier
termination of the term at this Lease shall survive the expiration or earlier
termination of the term hereof.


 


(e)                                  If any clause,
phrase, provision or portion of this Lease or the application thereof to any
person or circumstance shall be invalid or unenforceable under applicable law,
such event shall not affect, impair or render invalid or unenforceable the
remainder of this Lease or any other clause, phrase, provision or portion
hereof, nor shall it affect the application of any clause, phrase, provision or
portion hereof to other persons or circumstances, and it is also the intention
of the parties to this Lease that in lieu of each such clause, phrase,
provision or portion of this Lease that is invalid or unenforceable, there be
added as a part of this Lease a clause, phrase, provision or portion as similar
in terms to such invalid or unenforceable clause, phrase, provision or portion
as may be possible and be valid and enforceable.


 


(f)                                    Whenever a period
of time is herein prescribed for action to be taken by Landlord or Tenant,
Landlord or Tenant shall not be liable or responsible for, and there shall be
excluded from the computation for any such period of time, any delays due to
causes of any kind whatsoever which are beyond the control of Landlord;
provided, however, that this provision shall not apply to Tenant’s obligations
to pay rent under this Lease or to any other obligations of Tenant under this
Lease involving, relating to, or that can be performed by the making of
payments to Landlord or any other party.


 


(g)                                 Notwithstanding any
other provisions of this Lease to the contrary, if the Lease Term hereof shall
not have occurred before the twentieth (20th) anniversary of the date hereof,
this Lease shall be null and void and neither party shall have any liability or
obligation to the other hereunder.  The
purpose and intent of this provision is to avoid the application of the rule
against perpetuities to this Lease.


 


33.                               General

Reasonableness..


 


[Intentionally omitted.]


 


34.                               Quiet

Enjoyment.


 


Landlord represents and warrants that it has full
right and authority to enter into this Lease and that Tenant, while paying the
rental and performing its other covenants and agreements herein set forth,
shall peaceably and quietly have, hold and enjoy the Premises for the term
hereof without hindrance or molestation from Landlord subject to the terms and
provisions of this Lease.  In the event
this Lease is a sublease, then Tenant agrees to take the Premises subject to
the provisions of the prior leases.  Landlord
shall not be liable for any interference, nuisance or disturbance by other
tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference, nuisance or
disturbance.


 


35.                               Landlord’s

Liability.


 


Notwithstanding anything to the contrary contained
herein, any liability of Landlord hereunder shall be enforceable only out of
the interest of Landlord in the Building and the Property and in no event out
of the separate assets of Landlord or any shareholder or partner of
Landlord.  Landlord’s interest in the
Building and the Property shall be deemed to include all improvements
constructed on the Property as well as any sales, insurance, and condemnation
proceeds from the Building and Property received by Landlord and not used to
restore the Building.


 


36.                               Parking.


 


Throughout the term of this Lease (including any
renewal terms), Landlord shall continue to make available to Tenant, sixty-one
(61) reserved parking spaces, and four (4) reserved van pool spaces, free of
charge, sixty (60) of such spaces being outlined in Exhibit “G”, Parking.  The remaining five (5) reserved spaces will
be identified by Landlord upon 


 


35

















 


request by Tenant. 
Landlord shall not be required to maintain or make available to Tenant
any reserved van pool space if Tenant ceases operation of the van using such
space.  Landlord represents that there
are 3.2 parking spaces per each 1,000 square feet of usable square feet in the
Premises, with such parking spaces to be located in the parking garage and
areas serving the Building.  All of said
parking spaces may be used free of charge by Tenant, its employees, and
invitees throughout the Lease Term (including any renewal terms).


 


37.                               No Estate.


 


This contract shall create the relationship of
Landlord and Tenant, and no estate shall pass out of Landlord.  Tenant has only a usufruct, not subject to
levy and sale and not assignable by Tenant, except as provided for herein and
in compliance herewith.


 


38.                               Lease Effective

Date.


 


Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option for lease,
and it is not effective as a lease or otherwise until execution and delivery by
both Landlord and Tenant.


 


39.                               Rules and

Regulations.


 


(a)                                  Tenant shall
faithfully observe and comply with the rules and regulations printed on or
annexed to this Lease as Exhibit “A” which is attached hereto and made a
part hereof and all reasonable modifications thereof and additions thereto from
time to time put into effect by Landlord, provided that all rules and
regulations now in effect or which may be enacted by Landlord in the future
shall be enforced only in a non-discriminatory manner with respect to Tenant and
shall not in any event modify, alter or amend the provisions of this
Lease.  To the extent any provisions of
the such rules and regulations shall conflict with the terms of this Lease, any
express terms of this Lease shall control with respect thereto.  Landlord shall notify Tenant a reasonable
time prior to the effective date of any changes or amendments to said
rules.  Landlord shall not be
responsible for the nonperformance by any other tenant or occupant of the
Building of any of said rules and regulations. 
Tenant shall faithfully observe and comply with the rules and
regulations put into effect from time to time by the owners of other buildings
and property within the Atlanta Galleria complex.  Tenant will be responsible for causing its employees, customers,
subtenants, licensees, invitees, agents, concessionaires and contractors to
comply with all such rules and regulations.


 


(b)                                 Tenant acknowledges
and agrees that Landlord may insist upon compliance with and enforce the rules
and regulations as well as any laws, statutes, ordinances or governmental rules
or regulations as mentioned in Paragraph 5 above, and may, pursuant to the
Georgia Criminal Trespass Statute (Official Code of Georgia Annotated, Section
16-7-21), prohibit any person including any of Tenant’s employees, agents,
customers, licensees, guests, invitees, concessionaires, or contractors from
entering or remaining upon all or any portion of the Building, including the
Premises, or any other building or property within the Atlanta Galleria
complex, including the hotel, office towers, parks, gardens, roadways, parking
lots, parking decks, performance stages, and all other buildings, land or
property, if Landlord determines in its sole discretion that said person has
not complied with any law, ordinance, rule or regulation or poses a threat to
the safety, welfare or health of any person or to the maintenance or
orderliness of the administration of the Building.  Tenant further agrees that it shall not interfere with or object
to Landlord’s enforcement of any such laws, ordinances, rules and regulations
including Official Code of Georgia Annotated, Section 16-77-21 or any similar
statute.


 


40.                               Health Club/

Food Service.


 


Landlord shall use reasonable good faith efforts to
operate, or cause to be operated by a third party manager, the existing health
club facility (“Galleria Athletic Club”) located in the basement and ground
floor of the Building so long as Landlord is able to do so without incurring
cash flow deficits with respect to such operation.  In the event Landlord incurs cash flow deficits in any one year
in excess of $10,000.00 and reasonably expects a cash flow deficit for the
upcoming year, Landlord may discontinue the operation of the Galleria Athletic
Club, but only after giving Tenant ninety (90) days prior notice of such
discontinuance and providing Tenant with an option to incorporate the Galleria
Athletic Club space into this Lease at an annual rental of $10 per year plus an
expense reimbursement for the cost of electricity and water provided by
Landlord.  It is understood that if
Tenant exercises this option, Landlord will provide Tenant with the free use of
all equipment owned by Landlord relating to the operation of the Galleria
Athletic Club (exercise equipment, furniture, free weights, etc.) during the
Lease Term.  Tenant 


 


36

















 


agrees that if Tenant exercises this option, Tenant
will only use the facility as a health club and that Tenant will confine its
use to Tenant’s employees and invitees and will specifically not sell
memberships to other Galleria tenants or the public at large.  Tenant further agrees that if Tenant
exercises this option, Tenant will permit Landlord to change the signage so
that it no longer suggests that the Galleria Athletic Club is an amenity
available to other tenants of the Galleria office complex.  Should Tenant exercise this option and then
discontinue operating the facility as a health club, Tenant shall promptly
notify Landlord and shall immediately deliver control of the space (together
with all exercise equipment, furniture, free weights, etc.) back to Landlord,
who shall be free to lease or use the space, or portions thereof, for office,
retail, storage or other legitimate uses.


 


Landlord shall use reasonable good faith efforts to
cause to be operated by a third-party operator throughout the Lease Term a food
service facility within the Building.


 


41.                               Bond Lease.


 


Landlord acknowledges that Tenant is seeking the
appropriate approvals for a sale and leaseback transaction with the Development
Authority of Cobb County or a related entity (the “Authority”) under which
Landlord would convey the Building to the Authority in exchange for the
Authority’s Taxable Industrial Development Revenue Bond (Worldspan, L.P.
Project), or other denominated bond issued for such purpose (the “Bond”), and
would lease the Building back from the Authority under a Lease Agreement (the
“Bond Lease”) under which Landlord would pay Basic Rent matching the debt
service on the Bond.  The Bond Lease and
Basic Rent and other collateral would be pledged by the Authority as security
for the Bond under a Deed to Secure Debt, Assignment of Rents and Leases and
Security Agreement (the “Security Document”) from the Authority to
Landlord.  The foregoing proposed
transaction is herein called the “Bond Transaction.”  Landlord shall reasonably cooperate with Tenant in Tenant’s
efforts to complete the Bond Transaction, provided such cooperation does not
impose additional expense or liability on Landlord.


 


42.                               Cessation of 

Services.


 


Notwithstanding any self-help remedy set forth herein,
if Landlord fails to furnish an essential building service (i.e. potable water,
electricity, sewer, telephone, elevator service, HVAC or emergency life safety
systems) that Landlord is obligated to provide under this Lease for any reason
not attributable to the act or neglect of Tenant or its agents, employees,
contractors, subtenants, licensees or invitees or Force Majeure, there shall be
an equitable abatement of Monthly Rental and Tenant’s Prorata Share of
Operating Expenses, but only under the following terms and conditions:


 


(a)                                  Tenant cannot
reasonably use the Premises (or portion thereof) for normal business operations
(and Tenant does not in fact use the Premises or portion thereof for normal
business operations using normal and customary personnel), as a result of the
interruption in such essential building service for a period of five (5)
consecutive business days or seven (7) business days in any thirty (30) day
period;


 


(b)                                 Tenant shall not,
however, be entitled to any abatement of Monthly Rental and Tenant’s Prorata
Share of Operating Expenses if the interruption or abatement in essential
service or the failure by Landlord to furnish such essential service is the
result of Force Majeure or is the result of an interruption or abatement in
service of a public utility through no fault of, action or inaction by
Landlord.  By way of example only, there
shall be no abatement of Monthly Rental and Tenant’s Prorata Share of Operating
Expenses if Landlord is unable to furnish water or electricity to the Premises
if no water or electricity is then being made available to the Building by the
supplying utility company or municipality through no fault of, action or inaction
by Landlord.


 


(c)                                  At the time of the
loss of service, Tenant must give written notice promptly to Landlord of the
loss of service and its claim for abatement under this Section 42 and Tenant
only shall be entitled to abatement of Monthly Rental and Tenant’s Prorata
Share of Operating Expenses, assuming all other conditions of this Section 42
are satisfied, commencing on the day such notice is given to Landlord, provided
that if such service is restored or replaced within five (5) business days (or
after the seventh (7th) business day in any thirty (30) day period) after
Landlord’s receipt of such notice, then Tenant shall not be entitled to any
such abatement; and


 


(d)                                 Landlord may prevent
or stop abatement by (i) providing substantially the same service by temporary
or alternative means until the cause of the loss of service can be corrected,
or (ii) reinstating the lost service.


 


37

















 


43.                               Brokerage 

Commissions.


 


Tenant represents that Tenant has not engaged or
worked with any real estate brokers or agents other than Julien J. Studley,
Inc. (collectively, “Broker”) in connection with this Lease for the
Premises.  Tenant shall indemnify and
hold harmless Landlord and Landlord’s agents from and against any and all
claims for commissions or other compensation, and any liabilities, damages and
costs relating thereto, that may be asserted by any person or entity other than
Broker to the extent that Tenant has engaged such person or such claim results
from any action of Tenant.


 


44.                               Reciprocal 

Indemnification.


 


Subject to the provisions of Section 11 hereof, Tenant
hereby indemnifies Landlord from and agrees to defend and hold Landlord
harmless against, any and all liability, loss, cost, damage or expense, including,
without limitation, court costs and reasonable attorneys’ fees, imposed on
Landlord by any person whomsoever, caused by (i) Tenant’s use of the Premises
or any part thereof, (ii) the negligence or willful misconduct of Tenant, or
any of its partners, employees, contractors, servants, agents, subtenants, or
legal representatives or (iii) breach of this Lease by Tenant.  Subject to the provisions of Sections 11 and
35 hereof, Landlord hereby indemnifies Tenant from, and agrees to defend and
hold Tenant harmless against, any and all liability, loss, cost, damage or
expense, including without limitation, court costs and reasonable attorneys’
fees, imposed on Tenant by any person whomsoever, caused by (x) the negligence
or willful misconduct of Landlord or any of its members, partners, employees,
contractors, servants, agents or legal representatives, or (y) breach of this
Lease by Landlord.  The provisions of
this Section 44 shall survive the expiration or any termination of this Lease.


 


45.                               Competing

Tenants.


 


During the term of this Lease, Landlord shall not
lease any space in the Building or consent to any assignment or sublease of any
leases or space in the Building (but only to the extent that Landlord has the
right to withhold such consent) to any of the following entities:  Continental Airlines, United Airlines,
Abacus, American Airlines, Delta Airlines, Northwest Airlines, Sabre, Galileo,
Apollo, System One, Amadeus, SITA/Gets, Cendant Business Travel, Travelocity,
Pegasus and ITA.


 


46.                               Name of

Building.


 


The name of the Building shall be the “300 Galleria
Building”, unless changed by Landlord as provided in this Paragraph 46.  As long as Tenant is leasing and occupying
more than fifty percent (50%) of the rentable square feet in the Building,
Landlord shall not change or add to the name of the Building without the
consent and approval of Tenant, and specifically Landlord shall not include the
name of any other tenant or occupant of the Building in the name of the
Building or in any reference to the name of the Building without the consent
and approval of Tenant.  Tenant shall
not unreasonably withhold any consents or approvals under this Paragraph
46.  If Tenant is not leasing and
occupying more than fifty percent (50%) of the rentable square feet in the Building,
then Landlord may change the name of Building without Tenant’s consent.


 


47.                               Exculpation.


 


(a)                                  In
consideration for entering into this Lease, Tenant hereby waives any rights to
bring a cause of action against the individuals executing this Lease on behalf
of Landlord (except for any cause of action based upon lack of authority or
fraud), and all persons dealing with Landlord must look solely to Landlord’s
assets for the enforcement of any claim against Landlord, and the obligations
hereunder are not binding upon, nor shall resort be had to the private property
of any of the partners of 300 Galleria Parkway Associates.  Nothing contained in this Paragraph 47 shall
be deemed to limit the provisions of Paragraph 35 above.


 


(b)                                 In
consideration for entering into this Lease, Landlord hereby waives any rights
to bring a cause of action against the individuals executing this Lease on
behalf of Tenant (except for any cause of action based upon lack of authority
or fraud), and the obligations hereunder are not binding upon, nor shall resort
be had to the private property of, any of such individuals executing this Lease
on behalf of Tenant.


 


38

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Lease the day and year first above written.


 


	
   

  	
  LANDLORD:
  300 Galleria Parkway Associates, a Texas 

  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Donald Childress

  
	
   

  	
   

  	
  Name:

  	
  J. Donald Childress

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:   Worldspan
  L.P., a Delaware limited 

  partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dale Messick

  
	
   

  	
   

  	
  Name:

  	
  Dale Messick

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (CORPORATE SEAL)

  
											



 


39

















 


EXHIBIT “A”


 


RULES AND REGULATIONS


 


1.                                       Sidewalks,
halls, passages, exits, entrances, elevators, escalators and stairways shall
not be obstructed by Tenants or used by them for any purpose other than for ingress
and egress from their respective Premises. 
The halls, passages, exits, entrances, elevators and stairways are not
for the use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence, in
the judgment of Landlord, shall be prejudicial to the safety, character,
reputation and interests of the Building and its Tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
any Tenant normally deals in the ordinary course of such Tenant’s business
unless such persons are engaged in illegal activities.  No Tenant, and no employees or invitees of
any Tenant, shall go upon the roof of the Building, except as authorized by
Landlord.


 


2.                                       No
sign, placard, picture, name, advertisement, notice or other such item visible
from the exterior of Premises shall be inscribed, painted, illuminated,
affixed, installed or otherwise displayed by any Tenant either on its Premises
or any part of the Building without the prior written consent of Landlord, and
Landlord shall have the right to remove any such sign, placard, picture, name,
advertisement, notice or other such item without notice to and at the expense
of Tenant.


 


If Landlord shall have given such consent to any
Tenant at any time, whether before or after the execution of the Lease, such
consent shall in no way operate as a waiver or release of any of the provisions
hereof or of such Lease, and shall be deemed to relate only to the particular
sign, placard, picture, name, advertisement or notice so consented to by
Landlord and shall not be construed as dispensing with the necessity of
obtaining the specific written consent of Landlord with respect to any other
such sign, placard, picture, name, advertisement or notice.


 


All approved signs or lettering on doors and walls
shall be printed, painted, affixed and inscribed at the expense of the Tenant
by a person approved by Landlord.


 


3.                                       The
bulletin board or directory of the Building will be provided exclusively for
the display of the name and location of Tenants only and Landlord reserves the
right to exclude any other names therefrom, including the names of any
subtenants of Tenant.


 


4.                                       No
curtains, draperies, blinds, shutters, shades, screens or other coverings,
awnings, hangings or decorations shall be attached to, hung or placed in, or
used in connection with, any window or door on any Premises without the prior
written consent of Landlord.  In any event
with the prior written consent of Landlord, all such items shall be installed
inboard of Landlord’s standard window covering and shall in no way be visible
from the exterior of the Building.  No
articles shall be placed or kept on the window sills so as to be visible from
the exterior of the Building.  No
articles shall be placed against glass partitions or doors which might appear
unsightly from outside Tenant’s Premises.


 


5.                                       Landlord
reserves the right to exclude from the Building between the hours of 6 pm
and 8 am on Monday through Friday and at all hours on Saturdays, Sundays,
and holidays all persons who are not Tenants or their accompanied guests in the
Building.  Each Tenant shall be
responsible for all persons for whom it allows to enter the Building and shall
be liable to Landlord for all acts of such persons.


 


Landlord shall in no case be liable for damages for
error with regard to the admission to or exclusion from the Building of any
person.


 


During the continuance of any invasion, mob, riot,
public excitement or other circumstances rendering such action advisable in
Landlord’s opinion, Landlord reserves the right to prevent access to the
Building by closing and/or locking the doors, or otherwise, for the safety of
Tenants and protection of the Building and property in the Building.  Notwithstanding the foregoing, and except as
may be required or appropriate in an emergency condition, Landlord shall not
restrict at any time the ability of Tenant or Tenant’s invitees, agents or
employees to exit the Building.


 


6.                                       No
Tenant shall employ any person or persons for the purpose of cleaning Premises
unless otherwise agreed to by Landlord in writing.  Except with the written consent of Landlord no person or persons
other than those approved by Landlord shall be permitted to enter the Building
for the purpose of cleaning same.  No
Tenant shall cause any unnecessary labor by reason of such Tenant’s
carelessness or indifference in the preservation of good order and cleanliness
of the Premises.  Landlord shall in no
way be responsible to any tenant for any loss of property on the Premises,
however occurring, or for any damage done to the effects of any Tenant by the
janitor or any other employee or any other person.


 


7.                                       No
Tenant shall obtain or maintain for use upon its Premises or the Building coin-operated
or other vending machines or accept barbering or bootblacking or carwashing
services in its Premises or in the Building, or on the Property, except from
persons authorized by Landlord.


 


8.                                       Each
Tenant shall see that all doors of its Premises are closed and securely locked
and must observe strict care and caution that all water faucets, water
apparatus, coffee makers and any other electrical appliances or equipment are
entirely shut off before the Tenant or its employees leave such Premises, and that
all utilities shall likewise be carefully shut off so as to prevent waste or
damage, and for any default or carelessness the


 


A-1

















 


Tenant shall make good all injuries sustained
by other Tenants or occupants of the Building of Landlord.  On multiple tenancy floors, all Tenants
shall keep the door or doors to the Building corridors closed at all times
except for ingress and egress.


 


9.                                       As
more specifically provided in the Tenant’s Lease of the Premises, Tenant shall
not waste electricity, water or air-conditioning and agrees to cooperate fully
with Landlord to assure the most effective operation of the Building’s heating
and air-conditioning, and shall refrain from attempting to adjust any controls.


 


10.                                 No
Tenant shall alter any lock or access device or install a new or additional
lock or access device or any bolt on any door of its Premises without the prior
written consent of Landlord.


 


11.                                 No
Tenant shall make or have made additional copies of any keys or access devices
provided by Landlord.  Each Tenant, upon
the termination of the Tenancy, shall deliver to Landlord all the keys or
access devices for the Building, offices, rooms and toilet rooms which shall
have been furnished Tenant or which Tenant shall have had made.  In the event of the loss of any keys or
access devices so furnished by Landlord, Tenant shall pay Landlord therefor.


 


12.                                 The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever, including, but not limited to, coffee
grounds shall be thrown therein, and the expense of any breakage, stoppage or
damage resulting from the violation of this rule shall be borne by the Tenant,
who, or whose employees or invitees, shall have caused it.


 


13.                                 No
Tenant shall use or keep in its Premises or the Building any kerosene, gasoline
or flammable or combustible fluid or material other than limited quantities
necessary for the operation or maintenance of office equipment.  No tenant shall use any method of heating or
air-conditioning other than that supplied by Landlord.  In the event flammable or combustible fluids
or materials are permitted by Landlord in the Premises, these materials must be
maintained and secured so as to comply with all laws, rules and regulations
governing such materials, including but not limited to, all fire codes.


 


14.                                 No
Tenant shall use, keep or permit to be used or kept in its Premises any foul or
noxious gas or substance or permit or suffer such Premises to be occupied or
used in a manner offensive or objectionable to Landlord or other occupants of
the Building by reason of noise, odors and/or vibrations or interfere in any
way with other Tenants or those having business therein, nor shall any animals
or birds be brought or kept in or about any Premises of the Building.


 


15.                                 Cooking
shall be permitted by Tenant on its Premises without the consent of Landlord,
provided that Tenant uses only Underwriters’ Laboratory approved appliances,
microwaves and/or equipment for the preparation of meals, coffee, tea, hot
chocolate and similar beverages only for Tenant and Tenant’s employees, and
such equipment and use is in accordance with applicable federal, state and city
laws, codes, ordinances, rules and regulations.  No portion of the Premises shall be used for lodging or for a
cafeteria or restaurant-type facility.


 


16.                                 Except
with the prior written consent of Landlord or with respect to (a) occasional sales
by employees of Tenant for charitable purposes, and (b) sales by Tenant of
“Worldspan” merchandise within the Premises to employees of Tenant, no Tenant
shall sell, permit the sale, at retail, of newspapers, magazines, periodicals,
theater tickets or any other goods or merchandise in or on any Premises, nor
shall Tenant carry on, or permit or allow any employee or other person to carry
on, the business of stenography, typewriting or any similar business in or from
any Premises for the service or accommodation of occupants of any other portion
of the Building, nor shall the Premises of any Tenant be used for the storage
of merchandise or for manufacturing of any kind, or the business of a public
barber shop, beauty parlor, nor shall the Premises of any Tenant be used for
any improper, immoral or objectionable purpose, or any business activity other
than that specifically provided for in such Tenant’s lease.


 


17.                                 If
Tenant requires telegraphic, telephonic, burglar alarm or similar services, it
shall first obtain, and comply with, Landlord’s instructions in their
installation.


 


18.                                 Landlord
will direct electricians as to where and how telephone, telegraph and
electrical wires are to be introduced or installed.  No boring or cutting for wires will be allowed without the prior
written consent of Landlord.  The
location of burglar alarms, telephones, call boxes or other office equipment
affixed to all Premises shall be subject to the written reasonable approval of
Landlord.


 


19.                                 No
Tenant shall install any radio or television antenna, loudspeaker or any other
device on the exterior walls or the roof of the Building.  Tenant shall not interfere with radio or
television broadcasting or reception from or in the Building or elsewhere.


 


20.                                 No
Tenant shall lay linoleum, tile, carpet or any other floor covering so that the
same shall be affixed to the floor of its Premises in any manner except as
approved in writing by Landlord.  The
expense of repairing any damage resulting from a violation of this rule or the
removal of any floor covering shall be borne by the Tenant by whom, or by whose
contractors, employees or invitees, the damage shall have been caused.


 


21.                                 No
furniture, freight, equipment, materials, supplies, packages, merchandise or
other property will be received in the Building or carried up or down the
elevators except between such hours and in such


 


A-2

















 


elevators as
shall be designated by Landlord.  In the
event Landlord permits use of the Building’s loading dock and/or elevators
after normal Building hours, then Landlord shall have the right to impose
reasonable charges on Tenant for such use. 
Landlord shall have the right to prescribe the weight, size and position
of all safes, furniture, files, bookcases or other heavy equipment brought into
the Building.  Safes or other heavy
objects shall, if considered necessary by Landlord, stand on wood strips of
such thickness as determined by Landlord to be necessary to properly distribute
the weight thereof.  Landlord will not
be responsible for loss of or damage to any such safe, equipment or property
from any cause, and all damage done to the Building by moving or maintaining
any such safe, equipment or other property shall be repaired at the expense of
Tenant.


 


Business machines and mechanical equipment belonging
to Tenant which cause noise or vibration that may be transmitted to the
structure of the Building or to any space therein to such a degree as to be
objectionable to Landlord or to any tenants in the Building shall be placed and
maintained by Tenant, at Tenant’s expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration.  The persons employed to move such equipment in or out of the Building
must be acceptable to Landlord.


 


22.                                 No
Tenant shall place a load upon any floor of the Premises which exceeds the load
per square foot which such floor was designed to carry and which is allowed by
law.  No Tenant shall mark, or drive
nails, screws or drill into, the partitions, woodwork or plaster or in any way
deface such Premises or any part thereof.


 


23.                                 There
shall not be used in any space, or in the public areas of the Building, either
by Tenant or others, any hand trucks except those equipped with rubber tires
and side guards or such other material-handling equipment as Landlord may
approve.  No other vehicles of any kind
shall be brought by any Tenant into or kept in or about the Premises.


 


24.                                 Each
Tenant shall store all its trash and garbage within the interior of its
Premises.  No materials shall be placed
in the trash boxes or receptacles if such material is of such nature that it
may not be disposed of in the ordinary and customary manner of removing and
disposing of trash and garbage in this area without violation of any law or
ordinance governing such disposal.  All
trash, garbage and refuse disposal shall be made only through entryways and
elevators provided for such purposes and at such times as Landlord may
designate.


 


25.                                 Canvassing,
soliciting, distributing of handbills or any other written material, and
peddling in the Building are prohibited and each Tenant shall cooperate to
prevent the same.  No Tenant shall make
room-to-room solicitation of business from other tenants in the Building.


 


26.                                 Landlord
reserves the right to exclude or expel from the Building any person who, in
Landlord’s judgment, is intoxicated or under the influence of alcohol or drugs
or who is in violation of any of the rules and regulations of the Building.


 


27.                                 Without
the prior written consent of Landlord, Tenant shall not use the name of the
Building in connection with or in promoting or advertising the business of
Tenant except as Tenant’s address.


 


28.                                 Tenant
shall comply with all energy conservation, safety, fire protection and
evacuation procedures and regulations established by Landlord or any
governmental agency.


 


29.                                 Tenant
assumes any and all responsibility for protecting its Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premises closed.


 


30.                                 The
requirements of Tenants will be attended to only upon application at the office
of the Building by an authorized individual. 
Employees of Landlord shall not perform any work or do anything outside
of their regular duties unless given special instructions from Landlord, and no
employees will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.


 


31.                                 Landlord
may waive any one or more of these Rules and Regulations for the benefit of any
particular Tenant or Tenants, but no such waiver by Landlord shall be construed
as a waiver of such Rules and Regulations in favor of any other Tenant or
Tenants, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all Tenants of the Building.


 


32.                                 Landlord
reserves the right to make such other and reasonable rules and regulations as
in its judgment may from time to time be needed for safety and security, for
care and cleanliness of the Building and for the preservation of good order
therein.  Tenant agrees to abide by all
such Rules and Regulations hereinabove stated and any additional rules and
regulations which are adopted.


 


33.                                 All
wallpaper or vinyl fabric materials which Tenant may install on painted walls
shall be applied with a strippable adhesive. 
The use of nonstrippable adhesives will cause damage to the walls when
materials are removed, and repairs made necessary thereby shall be made by
Landlord at Tenant’s expense.


 


34.                                 All
work proposed by Tenant in the Premises must be pre-approved by Landlord.  Tenant will refer all contractors,
contractors representatives and installation technicians, rendering any service
to Tenant, to Landlord for Landlord’s supervision, approval, and control before
performance of any contractual service. 
This provision shall apply to all work performed in the Premises and
other portions of the Building, including installations of telephones,
telegraph equipment, electrical devices and attachments and


 


A-3

















 


installations
of any nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment or any other physical portion of the Building.


 


35.                                 Tenant
shall give prompt notice to Landlord of any accidents to or defects in
plumbing, electrical fixtures, or heating apparatus so that such accidents or
defects may be attended to properly.


 


36.                                 Tenant
shall be responsible for the observance of all of the foregoing Rules and
Regulations by Tenant’s employees, agents, clients, customers, invitees and
guests.


 


37.                                 These
Rules and Regulations are in addition to, and shall not be construed to in any
way modify, alter or amend, in whole or in part, the terms, covenants,
agreements and conditions of any Lease of Premises in the Building.


 


38.                                 Smoking
of tobacco products (including, but not limited to, cigarettes, cigars, pipes
or similar utensils) is expressly prohibited in the lobby, hallways, elevators,
building entrances, restrooms, stairwells and common areas in and around the
Building.  Tenant shall not permit any
of its employees, agents, servants, licensees, contractors or invitees to smoke
in those areas specified in the immediately preceding sentence.  Tenant further agrees either (i) to
prohibit smoking within the Premises, or (ii) if smoking is permitted by
Tenant within the Premises, to take, at Tenant’s sole expense, such steps
(which steps may include, but not be limited to, installing exhaust equipment
to supplement the Building’s heating, ventilation and air conditioning system)
as shall be required by Landlord to avoid any infiltration of smoke from the
Premises into the space of other tenants or the common areas in the
Building.  Tenant further agrees that if
Tenant shall have taken steps to reduce or eliminate infiltration of smoke into
the space of other tenants, and, notwithstanding these steps, smoke from the
Premises continues to be a nuisance to other tenants in the Building, then
Landlord shall have the right to prohibit smoking in the Premises altogether.  Tenant acknowledges and agrees that
(a) Landlord has the right under this paragraph to restrict and/or
prohibit smoking in the Premises, (b) smoking in the Premises is not an
absolute or inherent right of Tenant and (c) Landlord’s determination that
smoking in the Premises must be abated shall be final.  To enable smokers to have an area outside of
the Building in which to smoke, the Landlord shall designate from time to time
specific areas where smoking is permitted, to the extent permitted by
applicable laws and regulations.  Smokers are required to keep all designated smoking areas clean,
attractive and free of litter.  In order
to comply with present or future laws, regulations or guidelines of governmental
entities relating to workplace health and safety, Landlord retains the right to
further alter, move or eliminate such smoking areas from time to time and to
establish regulations relating thereto as Landlord reasonably deems necessary
or appropriate.


 


39.                                 All
appliances, fixtures, equipment and other devices located in the Premises and
to be connected to a water source, including, without limitation, dishwashers,
ice making machines, coffee makers and refrigerators and freezers, shall be
connected to such water source using only copper piping with either copper
compression fittings, flanged fittings, or soldered connections.  No plastic tubing or other plastic lines,
plastic connectors or plastic valves shall be used in the connection of any
such items.


 


A-4

















 


EXHIBIT
“B”



TENANT LEASE ESTOPPEL CERTIFICATE


 


	
  TO:

  
	
  RE:

  	
  Property Address:

  
	
  Lease Date:

  
	
  Between:

  	
  Landlord

  
	
  and

  	
  Tenant

  
	
  Rentable Floor Area of
  Leased Premises:

  
	
  Suite No.

  	
   

  	
   

  
	
  Floors:

  
				



 


The undersigned, Tenant under
the above-referenced lease (“Lease”) a copy of which is attached hereto,
certifies to the addressee(s) identified above, the following:


 


1.                                       The Lease has
not been cancelled, modified, extended or amended except as follows: 
                                                      .


 


2.                                       Tenant has not
prepaid any rent to Landlord other than (a) monthly rent due and payable under
the Lease not more than one (1) month in advance and (b) Tenant’s Prorata Share
of Operating Expenses as set forth in paragraph 6, below.


 


3.                                       To the best of
Tenant’s knowledge and belief, the Lease is in full force and effect, and
Landlord has not given Tenant any notice of termination or default thereunder,
except as follows: 
                                                              
and Tenant has no defenses, claims, or counterclaims against the enforcement of
the Lease except as follows:                                                                      
                                                                                                                                     .


 


4.                                       That a security
deposit in the amount of $0.00 is being held by Landlord, which amount is not
subject to any set off or reduction or to any increase for interest or other
credit due to Tenant.


 


5.                                       The Lease Term
commenced on
                                                  ,
expires on
                                             ,
and contains only the following renewal rights:                                                                                   
; and the following expansion and contraction rights:
                                                                                               .


 


6.                                       All work to be
performed for Tenant under the Lease to date has been performed as required and
has been accepted by Tenant, except
                                   .


 


7.                                       Tenant’s current
Monthly Rental obligation under the Lease is
$                          
and the current annual Tenant’s Prorata Share of Operating Expenses under the
Lease is
$                                .  Tenant has paid Monthly Rental and Tenant’s
Prorata Share of Operating Expenses through
                            .  There are no “free rent” or similar
concessions under the remaining term of the Lease except as follows: 
                                                                                                                                           
..


 


8.                                       The Premises are
being used for the purpose described in the Lease.


 


9.                                       To the best of
Tenant’s knowledge and belief, no uncured breach or default exists under the
Lease, and no facts or circumstances exist which, with the passage of time or
the giving of notice, or both, would constitute a breach or default under the
Lease, except as follows: 
                                                                                                                                                                    
                                                     .


 


10.                                 Tenant will certify as
to other matters as follows:
                                                                                               
                                                                           .


 


	
   

  	
  Tenant:

  
	
   

  	
   

  	
   

  
	
   

  	
  WORLDSPAN, L.P., a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Typed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
										



 


B-1

















 


EXHIBIT
“C”


 


Added to and made part of Lease Agreement between

300 Galleria Parkway Associates, a Texas limited partnership (“Landlord”)

and Worldspan, L.P., a Delaware limited partnership (“Tenant”).


 


Suite:  2100

Rentable Square Feet:

Useable Square Feet:


 


C-1

















 


EXHIBIT
“D”



JANITORIAL SPECIFICATIONS


 




(It is understood
that wherever the terms “adequate” or “as required” or “as necessary” or “if
necessary” are indicated in the specifications, these terms shall be construed
to mean “as determined by the Client or Janitorial Consultant.” The intent of
the Janitorial Specifications is to act as a general guideline for the
janitorial company to follow when cleaning the premises.  The janitorial services are to be consistent
with janitorial services provided to other class A commercial office buildings
in metro Atlanta Georgia.  The Client
reserves the unilateral right to amend the Janitorial Specifications at any
time for any reason as long as there is not a material change in the scope of
the Janitorial Specifications.)


 


ASH TRAYS AND URNS


 


All ashtrays
will be emptied only into approved metal containers. Pick up ashtray by placing
the palm of the hand over the top of the tray. 
If heat is felt, the contents of the tray must be thoroughly soaked
before emptying to prevent fire.  They
will be wiped clean and dry.  Sift all
sand urns nightly.  Supply and replace
sand as necessary to maintain a neat appearance.


 


BASEMENT AND SERVICE
AREAS


 


All trash will
be removed from basement, janitorial, mechanical and storage rooms and other
service areas nightly.  All hard
surfaced floors will be swept and damp mopped as needed.  Janitorial sinks and drains will be kept
clean.  Spot clean doors, walls, cove
base, etc. to maintain a good clean condition. 
Maintain an orderly arrangement of all supplies and equipment stored in
these areas.


 


BLINDS


 


All window and
door blinds will be dusted thoroughly with a treated duster or cloth that is
able to reach high areas.


 


BREAKROOM /
RESTAURANT


 


Dining area
including tables and counter tops will be wiped and carpet vacuumed.  Table and chair legs will be dusted and wall
will be kept clean.


 


CARPETS


 


All carpet in
tenant space and common area will be vacuumed thoroughly. Care will be taken to
avoid damaging furniture, baseboards, and walls.  Contractor will not be responsible for the removal of staples in
the carpet.  Spot clean carpet on an as
needed basis.


 


CARPET CLEANING


 


Carpets in
common areas will be steam-cleaned as part of a preventative/corrective program
to remove ground-in soil, on an as-needed basis.  Alternate methods to clean areas may be used if approved by
Building Management.


 


CARPET EDGING


 


Detailed edge
vacuuming will be performed around all baseboards, furniture edges, and in
hard-to-reach places.


 


COMMODES AND URINALS
AND DRAINS


 


Commodes and
urinals will be cleaned and sanitized inside and out.  Sanitizing will be performed using an approved disinfecting agent.  Bright metal surfaces will be dry
shined.  Drains will be kept free of
debris and deodorized as needed.


 


DUMPSTERS AND
COMPACTORS


 


All trash,
(non-recyclables, if applicable), and debris shall be placed in dumpsters
and/or compacted in compactors.  Disinfect and deodorize around this area as needed.  Keep areas around the dumpster free of
debris.  Sweep, hose down, or mop entire
area as needed.  Contractor shall be
responsible of notifying, in writing, the Managing Agent of any malfunction of
equipment and of deficient or insufficient service requirements.  Construction material should never be placed
in compactor.


 


ELEVATOR DOOR TRACKS
AND FRAMES


 


Elevator door
tracks and frames will be cleaned and polished, keeping them free of dirt and
debris.





 


D-1

















 




ELEVATOR FLOORING


 


Elevator
carpets will be vacuumed thoroughly. 
Spot cleaning of spills and stains will be performed on an as needed
basis.  Elevator carpets will be
shampooed on a quarterly basis.  Hard
surface floor coverings will be damp mopped, sprayed, and buffed when needed.


 


ELEVATOR LOBBIES


 


Elevator
hardware and elevator doors will be cleaned and wiped dry.  Elevator tracks will be kept clean of dirt
and debris.  Cleaning materials will be
approved by Client for any bronze or brass elevator doors and frames.  Contractor will be held responsible for any
damage to metal surfaces.


 


ELEVATOR WALLS


 


Elevator
panels will be damp wiped to remove dust, soil, and smudges.  Polished metal, control surfaces, and
handrails will be wiped dry and shined.


 


ENTRANCE AREAS


 


All glass
doors and side panels will be cleaned and dry shined on both sides.  Smudges and fingerprints will be wiped from
all metal hardware on all doors.


 


ENTRANCE MATS


 


Fabric coated
entrance mats will be vacuumed.  Rubber,
vinyl, and door mat inserts will be swept or brushed with recessed catch basins
being cleaned of all debris.


 


EXTERIOR GROUNDS


 


Keep
sidewalks, steps, walks, and landscaped areas swept and free of debris in
parking deck and around perimeter of building. 
Mop exterior paver tiles at building entrances.  Remove all cigarette butts on a nightly
basis.  Police storm drain grilles and
ventilation grilles.


 


EXTERIOR STAIRWAYS


 


All exterior
stairwells, steps and landings will be swept and all trash and debris removed.
Handrails, fire extinguishers, signage, piping, etc. will be detail cleaned.


 


EXTERIOR STRUCTURE


 


Exterior glass
at building entrances will be spot cleaned. 
Exterior patio furniture shall have dirt, pollen, dust and debris
removed nightly and all tables wiped down.


 


FLAT SURFACE DUSTING


 


All flat
surfaces under six feet will be dusted with a soft, treated dust cloth.  These areas will include, but not be limited
to, desks, tables and other furniture, file cabinets, ledges, shelves, sills,
and any other flat surfaces.  Dusting of
desktops will be limited to areas free of work papers.  Desks that are covered with work papers will
not be dusted.  Horizontal surfaces of
chairs will be dusted and fabric upholstered surfaces will be spot
whisked.  All chairs will be replaced in
their proper position to maintain an orderly appearance.


 


GLASS


 


All
inter-office glass panels are to be spot cleaned to remove any fingerprints and
smudges.  Building and tenant entrance
doors will be cleaned inside and out, around handles, knobs and panic bars to
remove soil smudges and fingerprints up to 72” in height.  The glass over the directory will also be
cleaned the same frequency as the doors. 
The remainder of the glass will be spot cleaned as necessary.


 


HARD SURFACE FLOOR
CLEANING


 


All tile,
marble, wood, parquet, and other floor surfaces throughout the building,
including stock rooms, kitchenettes, and break areas, will be dust mopped and
thoroughly damp mopped to maintain a clean and stain-free appearance.  Remove any gum, tar, etc., adhering to floor
surfaces.


 


HARD SURFACE FLOOR
MAINTENANCE


 


Hard surface
floors will be stripped, sealed, and refinished as often as needed to maintain
a deep shine and scratch-free appearance. 
Any necessary repair to floor surfaces due to negligence of cleaning
Contractor shall be the sole responsibility of the Contractor.





 


D-2

















 




HARD SURFACE FLOOR
PREVENTATIVE


 


Tile areas of
composition floors will be sprayed and buffed.   All hard surface floors will be power scrubbed as needed to
maintain a deep shine and scratch-free appearance.


 


HARDWARE


 


Lobby
hardware, including metal directory surfaces, elevator hardware, metal door
handles, panic bars, metal baseboards, push plates, and kick plates will be
wiped with a dry treated cloth to remove fingerprints and smudges.  These areas will also be buffed with a dry
cloth to achieve a shiny surface. 
Painted or polished metal railings will be kept free of dust and smudges
by wiping with a dry cloth.


 


HIGH DUSTING


 


Clean vents,
electrical fixtures, heating and air conditioning grills including surrounding
wall and ceiling areas, picture frames, wall hangings, and ledges above six
feet. Lights are to be thoroughly dusted with a treated duster which is able to
reach high areas, or a dust cloth.  In
service and basement areas, include exposed pipes, ducts, conduit, and all
mechanical and electrical equipment.


 


INTERIOR STAIRWELL
CLEANING


 


All
stairwells, steps, and landings will be swept, dust mopped and thoroughly damp
mopped to maintain a clean stain free appearance.  Handrails, fire extinguishers, signage, piping, etc. will be
detail cleaned.  Spot clean walls as
needed.


 


INTERIOR STAIRWELL
TRASHING


 


All interior
stairwell handrails shall be dusted and all trash and debris removed.


 


LOADING DOCKS


 


The entire
area shall be kept free of trash and debris. 
Keep entire area swept including walk-off mats.  Hose down or mop entire area, disinfect, and
deodorize as needed.  Keep all floor
surfaces clean, including truck area and ramp. 
Pressure wash as needed.


 


LOW DUSTING


 


Furniture
legs, chair rungs, structural and furniture ledges, door louvers, windowsills,
wood paneling, vinyl or wood base molding and other low areas will be dusted
with a treated cloth.


 


MARBLE WALLS


 


Marble wall
areas, from floor to ceiling, shall be kept clean and free of streaks.


 


METALWORK


 


Horizontal
surfaces of anodized exterior doors and window framework below eighty-four
inches will be dusted with a dry cloth.


 


MIRRORS


 


Wash and
polish all mirrors with a non-scratch disinfectant and dry shined.


 


PLANTERS


 


Remove debris
and polish all interior planters.


 





PRODUCTION
RATE


 




The total
number of square feet cleaned per hour by one cleaner.


 


RESTROOM FLOORS


 


Floors will be
swept free of loose paper and debris. 
Floors will be wet mopped with a detergent disinfectant solution using a
scrapper or steel wool to remove adherents. 
Carpet will be vacuumed in traffic areas and spot cleaned as needed to
remove spillage or stains.  Remove any
gum, tar, etc., adhering to floor surfaces.


 


RESTROOM PAPER
PRODUCTS AND SUPPLIES


 


Re-stock all
restrooms with supplies, including toilet tissue, hand soap, paper towels, and
sanitary products.  Tissue rolls should
feed over the top and should be replaced when 3/4 empty.  No extra rolls should be left in the
stall.  Fill soap dispensers and keep
them clean and polished.  All dispensers
shall be maintained to assure proper working order.





 


D-3

















 


RESTROOM /
BREAKROOM SINKS




 


Sinks will be
cleaned and sanitized.  Bright metal
surfaces including faucets, grab bars, dispensers, and flushometers, will be
cleaned with a non-scratch disinfectant and will be dry shined.  Vanity surfaces will be damp wiped and
sanitized.


 


RESTROOM STALL
PARTITIONS


 


Partition
walls will be wiped down and sanitized on both sides and shall be left in a
non-streaked condition.  Partition tops
will be dusted.


 


RESTROOM/SHOWER WALLS


 


Walls and
doorframes will be spot cleaned to remove water splashes, runs, soap,
fingerprints, mildew, and smudges.


 


RESTROOM WASTE
RECEPTACLES


 


All waste
receptacles will be emptied and wiped clean. 
The liner will be replaced to maintain a clean and orderly
appearance.  Sanitary napkin disposal
containers will be emptied, sanitized, and wiped dry. The wax paper liner will
be replaced.  If applicable, all metal
housing units will be damp wiped to remove streaks and runs.


 


SIGNAGE


 


Clean interior
and exterior signage free of dust, debris, fingerprints, etc. on an as needed
basis.


 


TELEPHONES


 


All
telephones, including elevator handsets, will be sanitized and wiped dry.


 


UPHOLSTERED FURNITURE


 


All
upholstered furniture will be vacuumed with the proper attachments.


 


VACANT SPACE


 


Clean and
vacuum spaces one time upon move out of tenant.


 


WALLS


 


Wall surfaces
around light switches, doorknobs, handrails, and other traffic areas are to be
spot cleaned.


 


WASTEBASKET
RECEPTACLES


 


All waste
receptacles will be emptied, and returned to their original locations.  The liner will be replaced when necessary,
no less than once per week, with all liners fitting neatly and with a minimum
of overhang.  If applicable, all
surfaces will be damp wiped to remove streaks and runs as needed.  All trash, including labeled recyclable
materials (where applicable), will be removed to a designated area.  Recycling containers will be provided for
the Contractor’s use.


 


WATER FOUNTAINS


 


Water fountain
dispensing areas and bowls will be washed with a disinfectant solution and dry shined
to insure a clean, healthy condition. 
The sides of the metal housing unit will be wiped with a damp cloth to
remove streaks and runs.


 


WOOD DOORS


 


All exterior
and interior wood doors, including frames & hinges, will be wiped down.





 


D-4

















 


EXHIBIT
“E”


 


SECURITY SERVICES


 


Security officer posts for the 300 Galleria consists
of a lobby position at the North lobby security desk which is staffed from 6AM
until 12 midnight Monday through Friday and from 7AM until 11PM on Saturday and
from 8AM until 8PM on Sunday; a post at the South lobby on the second level
which is staffed from 7AM until 6PM Monday through Friday and a loading dock
post that is shared with the 200 building and is staffed from 7AM until 3PM Monday
through Friday.  These officers monitor
pedestrian traffic in and out of the building, process visitors, question those
who appear to be lost, provide information about building issues, respond to
emergency situations, monitor closed circuit television cameras, stay abreast
of events pertaining to the building via Property Management access
authorizations, respond to tenant complaints and provide a visible deterrent to
improve building security. These officers are to remain in the general area of
their post but they are flexible to respond to the various situations that may
arise.


 


Additionally, an officer patrols the parking decks
Monday through Friday from 7AM until 6PM and all the officers are supported by
a Supervisor who is on duty


 


24 hours a day, 7 days a week. 
These positions are responsible for monitoring vehicular traffic,
patrolling the parking decks, responding to emergency situations, investigating
tenant complaints, writing reports on unusual incidents, controlling parking
around the property, provides tenant services such as jump starts and opening
locked cars, and escorts for the tenant employees.  During the evening hours, there is an additional officer who
patrols the interior of two buildings and monitors the cleaning service, any contractor
work taking place as well as any vendors who may be in the building.  This officer makes random patrols and is
also checking the security of the buildings mechanical, electrical and
janitorial areas as well as checking tenant corridor doors.


 


The building is equipped with a card access security system whereby
tenant employees can enter the building unassisted as their access level
permits.  There are intercom stations
located at each exterior door for those persons who are requesting access
during security hours but do not have an access card.  The intercoms are monitored at the Security Operations Control
Center which is staffed on a 24 / 7 basis. 
The control center monitors and digitally records all the complex CCTV
cameras, monitors the intercom system, the fire alarm system, the access
control system and the security telephones.


 


The complex is patrolled by four clearly marked Security trucks that
are equipped with an amber light bar that is used any time the vehicle is in
use.  This high visibility creates a
noticeable security presence and helps reduce criminal activity.


 


E-1

















 


EXHIBIT
“F”


 


SUBORDINATION AGREEMENT, ACKNOWLEDGEMENT OF
LEASE ASSIGNMENT, ESTOPPEL, ATTORNMENT AND NONDISTURBANCE AGREEMENT


 


F-1

















 


EXHIBIT
“G”


 


PARKING SPACES


 


G-1

















 


EXHIBIT
“H”


 


ENGINEERING SERVICES


 


	
  CATEGORY

  	
   

  	
  CHARGE

  	
   

  	
  NO CHARGE

  	
   

  	
  IN-HOUSE

  	
   

  	
  CONTRACTOR

  	
   

  	
  COMMENTS

  
	
  PLUMBING

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coffee Makers

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Ice Makers

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Dishwashers

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Disposals

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Clogs removed in-house,
  when possible; operational problems repaired by contractor.

  
	
  Drains/P-Traps

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Faucets

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Water Heaters

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Trap Primers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  ELECTRICAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repair/replace existing
  outlets

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Repair
  light fixtures: Building Standard

  (Two tube 2x4; 2x2; or can lights with prior written approval)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Repair
  light fixtures: Non-building Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Change ballasts: Building
  Standard

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Change ballasts:
  Non-building Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  New
  Installation: (dedicated outlets, doorbells, etc.)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  Cubicle Repairs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Building Standard Existing
  Switches

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Electroconnects for
  lighting

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Stoves

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Microwaves

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Circuit Analysis

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  LAMP REPLACEMENT - All non-building standard lamps should
  be stocked by Tenant.  Engineering
  will order lamps and rebill Tenant.

  
	
  Downlights:
  Building Standard (69A/SS/XL)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Downlights: Non-building
  Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  No labor unless after hours
  required by the tenant. Tenant maintains stock.

  
	
  Fluorescent
  Lamps: Building Standard

  (F34/WW/SS, F34/CW/SS or FB40/WW U-tubes with prior written approval)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Fluorescent Lamps:
  Non-building Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  No labor unless after hours
  required by the tenant. Tenant maintains stock.

  
	
  Artwork 0Lighting

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  No labor unless after hours
  required by the tenant. Tenant maintains stock.

  
	
  Desks/Cubicles

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  No labor unless after hours
  required by the tenant. Use tenant stock.

  
	
  HVAC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trouble Calls

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Exhaust Fan Repairs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check &
  inform tenant if contractor is required.

  
	
  Supplementary A/C Units

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Charge for after-hours
  call-in to verify base building services.

  
	
  IAQ Complaints

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  48 hour response time.

  
	
  Overtime A/C

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Per written agreement.

  



 

















 


	
  FURNITURE REPAIR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  File Cabinets

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  A minimum one hour charge
  if 15 minutes or more is spent on repair.

  
	
  Lock Repair

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  A minimum one hour charge
  if 15 minutes or more is spent on repair.

  
	
  Stuck Drawers

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  A minimum one hour charge
  if 15 minutes or more is spent on repair.

  
	
  Hinge Repair

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  A minimum one hour charge
  if 15 minutes or more is spent on repair.

  
	
  Assembly/Disassembly

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Only minor jobs at CKP
  discretion.

  
	
  DOOR LOCKS/HARDWARE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hinges

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Manual
  Locks: Building Standard

  (including ALL interior locks, passage sets & entry locks)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Manual
  Locks: Non Building Standard

  (including ALL interior locks, passage sets & entry locks)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Only minor repairs with
  available resources

  
	
  Electric Locks/Electric
  Hinges

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Engineer will check base
  building services and notify tenant.

  
	
  Cardkey

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Engineer will check base
  building services and notify tenant.

  
	
  Replace/Adjust
  Closers: Building Standard

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Replace/Adjust
  Closers: Non Building Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Door Frames

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Minor adjustments only.

  
	
  FINISHES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wallpaper

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Only minor repairs in house
  with available resources.

  
	
  Cove Base: Building
  Standard

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Only minor repairs in house
  with available resources.

  
	
  Cove Base: Non Building
  Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Only minor repairs in house
  with available resources.

  
	
  Ceiling Tile: Building
  Standard

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Ceiling Tile: Non-building
  Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Tenant maintains stock.

  
	
  Blinds/Curtains repair

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  A minimum one hour charge
  if 15 minutes or more is spent on repair.

  
	
  Floor Repair (tile,
  carpet,wood)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  A minimum one hour charge
  if 15 minutes or more is spent on repair.

  
	
  Woodwork (clean, repair,
  etc.)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Noise problems

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Move Furniture (One item
  <50 lbs.)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  Left up to the Engineer’s
  discretion.

  
	
  Move
  Furniture (Multiple items and/or one item >50 lbs.)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Loan Tools

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Engineers are NOT permitted
  to loan tools to tenants or their contractors.

  
	
  Hang Pictures/Whiteboard/Coat
  Hooks

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  
	
  Cable TV Installation

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  Emergency Re-key

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  Additional charge for
  immediate response.

  
	
  Non-emergency Re-key

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  
	
  Vehicle Service (jumpstart,
  inflate tire)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  Billable at current hourly
  rate.

  
	
  Window Washing

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  



 

















 


	
  RESTROOMS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Finishes:  Building Standard (tile, partitions,
  brightwork, granite, doors and hardware)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Finishes:  Non Building Standard (tile, partitions,
  brightwork, granite, doors and hardware)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Fixtures:  Building Standard  (toilets, urinals, faucets, soap
  dispensers, waste receptacles, towel dispensers & light fixtures)

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Fixtures:  Non Building Standard (toilets, urinals,
  faucets, soap dispensers, waste receptacles, towel dispensers & light
  fixtures)

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Flush Valves & Touch
  Free Equipment:  Building Standard

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  
	
  Flush Valves & Touch
  Free Equipment: Non Building Standard

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  



 


ALL NON-BUILDING STANDARD TENANT WORK MUST BE PERFORMED BEFORE
OR AFTER NORMAL ENGINEERING HOURS.