Exhibit
10.28


 


LEASE PACKAGE:


 


RESPECTING LEASE BY
AND BETWEEN


 


PEARSON FUND III,
L.P., a Texas limited partnership (“LANDLORD”),


 


And 


 


SONUS NETWORKS, INC,
a Delaware corporation (“TENANT”)


 


RESPECTING LEASE OF
PREMISES SITUATED AT 1130 EAST 

ARAPAHO ROAD, RICHARDSON, TEXAS 75081:


 


1.                                       BASIC LEASE
INFORMATION


 


2.                                       STANDARD LEASE,
INCLUDING EXHIBITS THERETO AS FOLLOWS:


 


	
  Exhibit A-l

  	
  -

  	
   

  	
  Legal Description of the Land

  
	
  Exhibit A-2

  	
  -

  	
   

  	
  General Depiction of the Premises – 1st
  Floor

  
	
  Exhibit A-3

  	
  -

  	
   

  	
  General Depiction of the Premises – 2nd
  Floor

  
	
  Exhibit B

  	
  -

  	
   

  	
  Building Rules and Regulations

  
	
  Exhibit C

  	
  -

  	
   

  	
  Operating Expense Escalator

  
	
  Exhibit D

  	
  -

  	
   

  	
  Special Provisions

  
	
  Exhibit D-l

  	
  -

  	
   

  	
  ADA Compliance Matters

  
	
  Exhibit E

  	
  -

  	
   

  	
  Parking

  
	
  Exhibit F

  	
  -

  	
   

  	
  Intentionally Deleted

  
	
  Exhibit G

  	
  -

  	
   

  	
  Subordination Non-Disturbance and Attornment
  Agreement

  
	
  Exhibit H

  	
  -

  	
   

  	
  Intentionally Deleted

  
	
  Exhibit I

  	
  -

  	
   

  	
  Janitorial Specifications

  



 





















 


BASIC LEASE INFORMATION


 


	
  Lease
  Date/Effective Date:

  	
   

  	
  Effective,
  but not necessarily signed, July 19, 2005.

  
	
   

  	
   

  	
   

  
	
  Commencement
  Date:

  	
   

  	
  The
  earlier of (a) November 15, 2005 (provided that Landlord delivers
  possession of the Premises to Tenant on the Lease Date; otherwise, such date
  shall be extended one day for each day of delay in delivering possession of
  the Premises to Tenant) or (b) the date on which Tenant occupies any
  portion of the Premises and begins conducting business therein, as may be
  adjusted to the date set forth in that certain letter agreement between
  Landlord and Tenant described in Section 3 of this Lease.

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
   

  
	
   

  	
   

  	
  Sonus
  Networks, Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
  Tenant’s
  Address:

  	
   

  	
  Sonus
  Networks, Inc.

  1130 East Arapaho Road

  Suite 200

  Richardson, Texas 75081

  Attention: Mike Eastep

  Telephone: 972.301.4930

  Facsimile: 972.680.6329

  	
   

  	
  with
  a copy to:

  Sonus
  Networks, Inc.

  250 Apollo Drive

  Chelmsford, MA 01824

  Attention: General Counsel

  Telephone: 978.614.8505

  Facsimile: 978.614.8651

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  Pearson
  Fund III, L.P., a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
  Landlord’s
  Address:

  	
   

  	
  Pearson
  Fund III, L.P.

  9000 Mountbatten Circle

  Austin, TX 78730

  Attention: Craig Nemec, President

  Telephone: 512.342.1700

  Facsimile: 512.233.5280 

  	
   

  	
  with
  a copy to:

  Pearson
  Group, Inc.

  1130 East Arapaho Road

  Suite 190

  Attention: Craig Nemec, Pres.
 Richardson, Texas 75081

  Telephone: 972.234.3743

  Facsimile:
  972.664.1084

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
  Suite 200,
  containing approximately 26,537
  rentable square feet, as outlined on the floor plans attached hereto as Exhibits
  A-2 and A-3 (“Premises”),
  comprising a portion of the 1st and 2nd floors of the six-story
  office building (the “Building”)
  located on that certain real property commonly known as Two Richardson
  Center, Richardson, Dallas County, Texas, with a street address of 1130 East
  Arapaho Road, Richardson, Texas 75081 (Dallas County, Texas), comprised of a
  stipulated 119,169 rentable square feet, as
  more particularly described on Exhibit A-l (the “Land”), together with the non-exclusive use of the
  Common Area of the first floor
  of the Building, including, without limitation, the loading dock area and the
  front lobby (collectively the “First Floor Common
  Area”). The Premises and the First and Second Floor Common
  Areas are generally depicted and shown on Exhibits A-2 and A-3; said
  exhibits being attached for identification purposes only, and such depictions
  are expressly made WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND. The
  First and Second Floor Common Areas do not include the elevator closets and
  mechanical rooms on the first and second floors of the Building as depicted
  and shown on Exhibit A-2 and A-3.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Measurement
  and calculation of rentable area has been performed in accordance with

  
							



 





















 


	
   

  	
   

  	
  the
  Building Owners and Managers Association (“BOMA”)
  guidelines using no more than a 15.0% load factor with respect to each
  multi-tenant floor of the Building and a 8.0% load factor with respect to
  each single tenant floor of the Building (i.e., the 2nd floor); it
  being agreed that, at no time during the Term, shall such load factors exceed
  such percentages. Landlord and Tenant hereby stipulate that notwithstanding
  anything herein to the contrary, the Premises shall be deemed to consist of 19,478 rentable square feet on the 2nd Floor
  and 7,059  rentable square feet on the 1st
  Floor, and that no shortage or overage in the rentable square feet of the Premises
  purported by either party shall be the basis for changing the number of
  rentable square feet herein stipulated, other than in the event of Tenant’s
  exercise of its Expansion Option, if any, as provided in the Lease.

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
  60
  full calendar months, plus any partial month from the Commencement Date to
  the end of the month in which the Commencement Date occurs, beginning on the
  Commencement Date and ending at 5:00 p.m. local time on the last day of
  the 60th full calendar month following the Commencement Date,
  subject to adjustment and earlier termination as provided in the Lease.

  



 


	
  Basic
  Rental:

  	
   

  	
  LEASE MONTHS:

  	
   

  	
  ANNUAL BASIC

  RENTAL PER

  RENTABLE

  SQUARE FOOT:

  	
   

  	
  MONTHLY BASIC RENTAL:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1-3*

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
  4-12

  	
   

  	
  $

  	
  10.00

  	
   

  	
  $

  	
  22,114.17

  	
   

  
	
   

  	
   

  	
  13-60

  	
   

  	
  $

  	
  18.50

  	
   

  	
  $

  	
  40,911.21

  	
   

  



 


	
   

  	
   

  	
  As
  used herein, the term “Lease Month”
  means each calendar month during Term (and if the Commencement Date does not
  occur on the first day of the calendar month, the period from the
  Commencement Date to the first day of the next calendar month shall be
  included in the first Lease Month for purposes of determining the duration of
  the Term and the monthly Basic Rental applicable for such partial month.

  
	
   

  	
   

  	
   

  











	
   

  	
   

  	
  *Notwistanding
  the foregoing, the Basic Rent shall be $0.00 with respect to the first 92
  days of the Term and any remaining portion of the calendar month after such
  initial 92-day period expires shall be prorated based on the number of days
  remaining in such month, the total number of days in such month and a monthly
  Basic Rental of $22,114.17.

  
	
   

  	
   

  	
   

  
	
  Security
  Deposit

  	
   

  	
   $30,000.00.

  
	
   

  	
   

  	
   

  
	
  Rent:

  	
   

  	
  Basic
  Rental, Electricity Costs, Excess (as defined in Exhibit C), and
  all other sums that Tenant may owe to Landlord under the Lease.

  
	
   

  	
   

  	
   

  
	
  Permitted
  Use:

  	
   

  	
  General
  business and professional offices, research and development, training,
  demonstration and sales and service of telephony equipment.

  
	
   

  	
   

  	
   

  
	
  Expense
  Stop:

  	
   

  	
  Basic
  Cost (as defined in Exhibit C)
  per rentable square foot in the Building for calendar year 2006 (the “Base
  Stop Year”) as more fully set forth on Exhibit C.

  
	
   

  	
   

  	
   

  
	
  Initial
  Liability Insurance

  	
   

  	
  $1,000,000.00
  per occurrence, and $2,000,000.00 in the aggregate.

  



 





















 


	
  Amount:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tenant’s Pro Rata Share

  	
   

  	
  22.27%, being the percentage obtained by dividing (a) the
  number of rentable square feet in the Premises as stated above by (b) the
  119,169 rentable square feet in the Building.

  



 


 


SIGNATURES ON FOLLOWING PAGE


 





















 


The foregoing
Basic Lease Information is incorporated into and made a part of the Lease
identified above.  If any conflict exists
between any Basic Lease Information (as set forth herein) and the Lease, then
the Basic Lease Information shall control.


 


 


	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PEARSON FUND III, L.P.

  
	
   

  	
  a Texas limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Pearson Group
  Capital Management III, Inc.

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Craig Nemec

  	
   

  
	
   

  	
   

  	
  Name:
  Craig Nemec

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
  Signed
  the 31st day of July 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  
	
   

  	
  SONUS
  NETWORK INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Ellen B. Richstone

  	
   

  
	
   

  	
  Name:

  	
    Ellen
  B. Richstone

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
  Signed
  the 29th day of July, 2005

  
												



 





















 


STANDARD LEASE PROVISIONS


 


	
   

  	
   

  	
  THIS LEASE (this “Lease”)
  is entered into effective, but not necessarily signed July 19, 2005, by
  and between Pearson Fund III, L.P., a Texas limited partnership (“Landlord”), and Sonus Networks, Inc., a Delaware
  corporation (“Tenant”).

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND

  BASIC PROVISIONS

  	
   

  	
  1.   The definitions and basic
  provisions set forth in the Basic Lease information (the “Basic
  Lease Information”) executed by Landlord and Tenant
  contemporaneously herewith are incorporated herein by reference for all
  purposes.

  
	
   

  	
   

  	
   

  
	
  LEASE GRANT

  	
   

  	
  2.   Subject to the terms of
  this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the
  Premises.  Except as may be expressly provided elsewhere in this
  Lease, Tenant hereby accepts the Premises in their “AS-IS”
  condition.  Landlord shall have no obligation to perform any work
  therein (including demolition of any improvements existing therein or
  construction of any tenant finish-work or other improvements therein), and
  shall not, except as provided in Exhibit D, be obligated to
  reimburse Tenant or provide an allowance for any costs related to the
  demolition or construction of improvements therein.  Landlord shall
  deliver possession and permit early occupancy immediately upon complete
  execution hereof and receipt of proof of Tenant’s insurance as required in
  this Lease. Occupancy of the Premises by Tenant prior to the Commencement
  Date shall be subject to all provisions of this Lease excepting only those
  requiring the payment of Basic Rent.  Notwithstanding
  anything to the contrary contained in this Lease, if Landlord does not
  deliver possession of the Premises to Tenant on or before the later of the
  date this Lease is executed by Tenant or August 1, 2005, Tenant may
  terminate this Lease by delivering to Landlord written notice thereof.

  
	
   

  	
   

  	
   

  
	
  TERM

  	
   

  	
  3.   The Term of the Lease
  shall commence as of the Commencement Date.  By occupying the
  Premises, Tenant shall be deemed to have accepted the Premises in their
  condition as of the date of such occupancy, subject to the performance of
  punch-list items that remain to be performed by Landlord pursuant to the
  express provisions hereof, if any. Tenant shall execute and deliver to
  Landlord, within ten days after Landlord has requested same, a letter
  confirming (i) that Tenant has accepted the Premises, and (ii) that
  Landlord has performed all of its obligations with respect to the Premises.

  
	
   

  	
   

  	
   

  
	
  RENT

  	
   

  	
  4.   (a)  Payment.  Tenant shall
  timely pay to Landlord the Basic Rental without demand and all additional
  sums to be paid by Tenant to Landlord under this Lease, including the amounts
  set forth in Section 4(b) below (Tenant’s Share of Electricity
  Costs) and in Exhibit C (Operating Expense Escalator) after
  receipt of a monthly invoice therefor, without further demand, deduction or
  set off, at Landlord’s Address (or such other address within the continental
  United States as Landlord may from time to time designate in writing to
  Tenant). Basic Rental, adjusted as herein provided, shall be payable monthly
  in advance.  The first monthly installment of Basic Rental shall be
  payable contemporaneously with the Commencement Date of this Lease, which
  installment shall be prorated if such date does not fall on the first day of
  the month, and thereafter, monthly installments of Basic Rental shall be due
  on the first day of the first calendar month immediately following the
  Commencement Date.  Monthly installments shall continue on the
  first day of each succeeding calendar month during the Term.  Basic
  Rental for any fractional month at the beginning of the Term shall be
  prorated based on 1/365 of the current annual Basic Rental for each day of
  the partial month from the Commencement Date to the first day of the first calendar
  month immediately following the Commencement Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Electricity Costs.
  In addition to Basic Rental and any other amounts to be paid by Tenant to
  Landlord under this Lease, Tenant will pay to Landlord, concurrently with
  each monthly installment of Basic Rental, Tenant’s Share (as hereinafter
  defined) of all electricity (including the cost of electricity for Landlord
  to provide HVAC) used by the Building (“Electricity Costs”)
  the prior month.  The term “Tenant’s Share”
  shall mean Tenant’s ProRata Share adjusted as reasonably determined by
  Landlord to (aa) compensate for the first and final months of the Lease term
  and or (bb) reflect any disproportionate utility requirements of any occupant
  or tenant of the Building; provided, however, that in the event the Premises
  are ever separately metered, Tenant shall directly pay for Electricity Costs
  as so metered for the

  



 


1





















 


	
   

  	
   

  	
  Premises and shall have no further obligation to pay
  any other Electricity Costs, other than Tenant’s Share of Electricity Costs
  attributable to the Common Area as reasonably determined by Landlord.
  Landlord shall use commercially reasonable efforts to cause any tenants of
  the Building whose equipment consumes a disproportionate amount of
  electricity (relative to other tenants in the Building) to pay their fair
  share of Electrical Costs.

  
	
   

  	
   

  	
   

  
	
  DELINQUENT

  PAYMENT; HANDLING

  CHARGES

  	
   

  	
  5.   All payments required of
  Tenant hereunder shall bear interest from seven (7) days after the date
  due until paid at the lower of the Prime Rate (as defined in Section 18(a))
  or the maximum lawful rate. Alternatively, Landlord may charge Tenant a fee
  equal to 5% of any delinquent payment (“Late
  Fee”) to reimburse Landlord for its cost and inconvenience incurred
  as a consequence of Tenant’s delinquency if any payment is not made by Tenant
  within seven (7) days of the date due; provided however, such interest
  or Late Fee shall not be charged with respect to the first two (2) of
  such occasions hereunder during the Term, but not otherwise. In no event
  shall the charges permitted under this Section 5 or elsewhere in this
  Lease, to the extent the same are considered to be interest under applicable
  law, exceed the maximum lawful rate of interest.

  
	
   

  	
   

  	
   

  
	
  SECURITY DEPOSIT

  	
   

  	
  6.  Within ten (10) business
  days of the Effective Date of this Lease, Tenant shall pay to Landlord, in
  immediately available funds, the Security Deposit, which shall be held by
  Landlord without liability for interest and as security for the performance
  by Tenant of its obligations under this Lease. The Security Deposit is not an
  advance payment of Rent or a measure or limit of Landlord’s damages upon an
  Event of Default (defined below). Landlord may, from time to time and without
  prejudice to any other remedy, use all or a part of the Security Deposit to
  perform any obligation which Tenant was obligated, but failed, to perform
  hereunder. Following any such application of the Security Deposit, Tenant
  shall pay to Landlord on demand the amount so applied in order to restore the
  Security Deposit to its original amount. Within sixty (60) days after the
  Term ends, provided Tenant has performed all of its obligations hereunder,
  Landlord shall return to Tenant the balance of the Security Deposit not
  applied to satisfy Tenant’s obligations.  If Landlord transfers its
  interest in the Premises, then Landlord may assign the Security Deposit to
  the transferee and Landlord thereafter shall have no further liability for
  the return of the Security Deposit.

  
	
   

  	
   

  	
   

  
	
  LANDLORD’S

  OBLIGATIONS

  	
   

  	
  7.

  
	
   

  	
   

  	
  (a)  Services.
  Subject to the provisions of Section 4(b) (Tenant’s Share of
  Electricity Costs) and the Rules and Regulations hereinafter referred
  to, and while Tenant is occupying the Premises, Landlord shall furnish to
  Tenant:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)  water (hot and cold) at those points
  of supply provided for general use of tenants of the Building;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)  heated and refrigerated air
  conditioning in season during Building Hours (as set forth in Exhibit B
  hereto, the Rules and Regulations) throughout the year other than
  holidays, at such temperatures and in such amounts as are standard for
  comparable buildings in the vicinity of the Building; provided that Tenant
  acknowledges that such service and temperature may be subject to change by local,
  county, state or federal regulation; and whenever atypical business use,
  machines or equipment that generate abnormal heat are used in the Premises
  (excluding the server room on the first floor of the Premises) which affect
  the temperature otherwise maintained by the air conditioning system, Landlord
  shall have the right to install supplemental air conditioning in the Premises
  (excluding the server room on the first floor of the Premises), and the
  reasonable cost thereof, including the cost of installation, operation, use
  and maintenance, shall be paid by Tenant to Landlord as additional rental
  upon demand;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)  janitorial service and maintenance,
  as set forth in the attached Exhibit I (Janitorial
  Specifications) respecting the Building and Parking Facilities (as
  hereinafter defined) on weekdays other than holidays for Building-standard
  installations (Landlord reserves the right to bill Tenant separately for

  



 


2





















 


	
   

  	
   

  	
  extra
  janitorial service required for non-standard installations) and such window
  washing as may from time to time in Landlord’s judgment may be reasonably
  required (which shall not be less than two times per calendar year);

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)  elevators
  for access to the Premises in common with other tenants, if applicable,
  provided that Landlord may reasonably limit the number of elevators to be in
  operation at times other than during customary business hours and on
  holidays,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)  replacement
  of Building-standard light bulbs and fluorescent tubes; provided that
  Landlord’s standard charge for such bulbs and tubes shall be paid by Tenant;
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)  electrical
  current to the Building during all hours for equipment that requires not more
  than 110 volts, and whose electrical energy consumption does not exceed
  normal office usage.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Landlord
  shall maintain the Common Area of the Building in reasonably good order and
  condition. If Tenant desires any of the services specified in this Section 7
  (ii) at any time other than (A) between 7:00 a.m.
  and 7:00 p.m. on weekdays and (B) between 8:00 a.m. and 1:00 p.m. on Saturday, such
  services shall be supplied to Tenant upon the written request of Tenant
  delivered to Landlord before 3:00 p.m. on the business day preceding
  such extra usage, and Tenant shall pay to Landlord the lesser of (i) the
  cost of such services or (ii) $50.00 within 10 days after Landlord has
  delivered to Tenant an invoice therefor.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Landlord
  shall provide the services referred to in Section 7(a)(i) through
  7{a) (v) and shall maintain the Common Area, the Building’s HVAC,
  life-safety, plumbing, electrical and mechanical systems at a level
  substantially similar to the level of service and maintenance that is typical
  in other similar class office buildings located in the submarket in the city
  in which the Building is located.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Landlord
  shall, at its sole cost and expense, install a separate meter, or separate
  sub-meter, for electricity consumption attributable to the server room
  located at the first floor of the Premises and Tenant shall pay the
  electrical costs attributable to the server room directly to the utility
  provider, or to Landlord with the next due Monthly Basic Rental following
  receipt of a statement there for, as may be applicable.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Discontinuance.
  [INTENTIONALLY OMITTED].

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Restoration of Services;
  Abatement.  Landlord shall use reasonable efforts to
  restore any service that becomes unavailable; provided however, such
  unavailability, irrespective of the cause thereof, shall not render Landlord
  liable for any damages caused thereby, be a constructive eviction of or
  disturbance of Tenant, constitute a breach of any implied warranty, or,
  except as provided in the next sentence, entitle Tenant to any abatement of
  Tenant’s obligations hereunder.  However, if Tenant is prevented
  from making reasonable use of the Premises for more than seven (7) consecutive
  days because of the unavailability of any such service, irrespective of the
  cause thereof, Tenant shall, as its exclusive remedy therefor, be entitled to
  a per diem abatement of Basic Rental for each consecutive day (after such 7-day
  period) that Tenant is so prevented from making reasonable use of the
  Premises, provided such unavailability is not caused in whole or in part by
  Tenant, in which case Tenant shall not be entitled to such abatement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Landlord’s Obligations.  Landlord
  shall commence making necessary repairs and cure of damage to the Building
  corridors, lobby, structural members of the Building and equipment used to
  provide the services referred to in sub-section 7(a) hereof within
  twenty (20) days of discovering such damage, and shall thereafter diligently
  prosecute such repairs at Landlord’s cost (subject to reimbursement to
  Landlord by the Building’s tenants, including Tenant, pursuant to a provision
  similar to Exhibit C hereto); unless any such damage is caused by
  the gross neglidence of Tenant, or Tenant’s agents, employees or invitees, in
  which event Tenant shall bear the cost of such repairs.  Tenant
  shall promptly give Landlord notice of any damage in the Premises requiring
  repair by Landlord, as aforesaid.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)  Access  Tenant
  will be provided access to the Premises 24 hours per day, seven days per

  



 


3





















 


	
   

  	
   

  	
  week. If such access is unavailable due to force
  majeure or any other reason beyond Landlord’s control (including construction
  performed by parties other than Landlord which prohibits such access),
  Landlord shall not be in default under this Section 7(e).  If
  reasonable access to the Premises is unavailable preventing Tenant from making
  reasonable use of any substantial portion of the Premises for its intended
  purpose for more than seven (7) consecutive days following written
  notice from Tenant to Landlord and such unavailability was not caused in
  whole or in part by Tenant, then Tenant shall, as its exclusive remedy
  therefor, be entitled to a reasonable abatement of Rent for each consecutive
  day (immediately following such 7-day period,) that Tenant is so prevented from
  making reasonable use of such portion of the Premises based on the area
  thereof.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)  Self-Help.  If
  at any time following the Commencement Date Landlord fails to deliver
  electrical service, elevator service, HVAC service, sewer service or water
  service to the Premises (the “Critical Services”)
  for ten (10) consecutive days after Tenant advises Landlord in writing that
  the Critical Services are not being provided to the Premises, and Landlord
  has not commenced to cure such cessation of Critical Services within five (5) days
  thereafter, has failed to prosecute such cure with reasonable diligence or
  has failed to cure same within one hundred fifty (150) days thereafter,
  Tenant shall be entitled to restore such service in a commercially reasonable
  manner.  Landlord shall reimburse Tenant for its actual and
  reasonable, out-of-pocket costs therefor within 30 days after delivery to
  Landlord of a reasonably detailed invoice, failing which default interest
  shall accrue thereon from the date due until the date paid at the lesser of
  the Prime Rate or the maximum lawful rate. If the unavailability of such
  Critical Services is caused by a Taking (defined below) or a Casualty
  (defined below), then the provisions of this Section shall not be
  applicable thereto; rather, the provisions of Section 14 and 15 (as the case may be) shall
  apply.

  
	
   

  	
   

  	
   

  
	
  IMPROVEMENTS;

  ALTERATIONS;

  REPAIRS;

  MAINTENANCE

  	
   

  	
  8.  (a)(l)  Improvements; Alterations.  Improvements
  to the Premises (including any signage, antennas, or risers respecting the
  Building) may be installed at the expense of Tenant only in accordance with
  plans and specifications submitted to and approved in writing by Landlord,
  prior to the commencement of any improvements. No alterations or physical
  additions in or to the Premises may be made without Landlord’s prior written
  consent, which shall not be unreasonably withheld, conditioned or delayed.
  Notwithstanding the foregoing, Tenant shall not be required to obtain
  Landlord’s consent for repainting, recarpeting, or other cosmetic
  alterations, tenant improvements, alterations or physical additions to the
  Premises which are cosmetic in nature totaling less than $25,000 in any
  single instance or series of related cosmetic alterations performed within a
  six-month period (provided that Tenant shall not perform any such cosmetic
  improvements, alterations or additions to the Premises in stages as a means
  to subvert or circumvent this provision).  Tenant may, subject to
  applicable law and Landlord’s prior written approval, not to be unreasonably
  withheld, conditioned or delayed, and management, install signage at the
  Premises, only as provided herein.  All alterations, additions, or
  improvements (whether temporary or permanent in character, and including
  without limitation all air-conditioning and all other equipment that is in
  any manner connected to the Building’s plumbing system) made in or upon the
  Premises, either by Landlord or Tenant, shall be Landlord’s property at the
  end of the Term and shall remain on the Premises without compensation to
  Tenant.  Approval by Landlord of any of Tenant’s drawings and plans
  and specifications prepared in connection with any improvements in the
  Premises shall not constitute a representation or warranty of Landlord as to
  the adequacy or sufficiency of such drawings, plans and specifications, or
  the improvements to which they relate, for any use, purpose, or condition,
  but such approval shall merely be the consent of Landlord as required
  hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)  HVAC.  Tenant
  shall be permitted to use the three existing HVAC units in the server room
  located on the first floor of the Premises and, at its sole election, shall
  be permitted to install additional HVAC units therein. If Tenant elects to
  use the existing HVAC units or to install additional units, Tenant shall, at
  its sole cost and expense, maintain the same and any other units installed by
  Tenant in the server room; provided, however, Tenant shall have no obligation
  to use such units or to replace any HVAC units in the Premises.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Other than as expressly provided in Exhibit D-l
  of this Lease, entitled Landlord’s Remedial ADA Compliance Matters,
  which Landlord shall effectuate as provided in said Exhibit, Tenant shall be
  solely

  



 


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  responsible for the cost of all work required to
  comply with the retrofit requirements of the Americans with Disabilities Act
  of 1990 (“ADA”), and the Texas
  Elimination of Architectural Barriers Act or other applicable laws pertaining
  to accessibility of the Premises (but not including the Common Areas or the
  Parking Facilities for which Landlord shall be responsible) by disabled
  or handicapped persons, and all rules, regulations, and guidelines
  promulgated thereunder, as the same may be amended from time to time, necessitated by any installations, additions, or alterations made in
  or to the Premises at the request of or by Tenant or by Tenant’s use of the
  Premises (other than retrofit work to the Building that is outside
  the Premises whose cost has been particularly identified as being payable by
  Landlord in an instrument signed by Landlord and Tenant), regardless of
  whether, such cost is incurred in connection with retrofit work required in
  the Premises.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Repairs;
  Maintenance.  Tenant shall maintain the Premises in
  a clean, safe, operable, attractive condition, and shall not permit or allow
  to remain any waste or damage to any portion of the Premises.  Landlord shall, at its own expense, maintain
  the structure and foundation of the Building and Landlord shall, subject to
  reimbursement by Tenant as provided in Exhibit C, reasonably
  maintain the roof and structure of the Building and the electrical,
  mechanical, plumbing, elevators, and HVAC systems of the Building, unless
  such damage is caused in whole or in part by the gross negligence of Tenant,
  or Tenant’s agents, employees or invitees, in which event Tenant shall bear
  the costs of such repairs. Tenant shall repair or replace, subject to
  Landlord’s direction and supervision, any damage to the Building caused by
  Tenant or Tenant’s agents, contractors, or invitees. If Tenant fails to
  commence to make any repairs or replacements required of Tenant hereunder
  within twenty (20) days after written demand therefor or thereafter fails to
  diligently pursue completion thereof, then Landlord may make the same at
  Tenant’s cost. The reasonable cost of any repair or replacement work
  performed by Landlord under this Section 8 shall be paid by Tenant to
  Landlord within ten days after Landlord has delivered to Tenant an invoice
  therefor.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Section 8(b) shall not apply in the
  case of damage or destruction by fire or other casualty which is covered by
  insurance maintained by Landlord on the Building (as to which Section 15
  hereof shall apply), or damage resulting from an eminent domain taking (as to
  which Section 14 hereof shall apply).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Performance
  of Work.  All work described in this Section 8
  shall he performed only by Tenant or by contractors and subcontractors
  approved in writing by Landlord, which approval shall not be unreasonably
  withheld or delayed. Tenant shall cause all contractors and subcontractors to
  procure and maintain insurance coverage against such risks, in such amounts,
  and with such companies as Landlord may reasonably require, and to procure
  payment and performance bonds reasonably satisfactory to Landlord covering
  the cost of the work. All such work shall be performed in accordance with all
  legal requirements and in a good and workmanlike manner so as not to damage
  the Premises, the primary structure or structural qualities of the Building,
  or plumbing, electrical lines, or other utility transmission facility. All
  such work which may affect the HVAC, electrical system, or plumbing must be
  approved by the Landlord’s engineer, which shall not be unreasonably
  withheld, conditioned or delayed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  USE; SIGNAGE

  	
   

  	
  9.  Tenant shall continuously occupy and
  use the Premises only for the Permitted Use and shall comply with all laws,
  orders, rules, and regulations relating to the Permitted Use, condition, and
  occupancy of the Premises.  The Premises shall not be used for any
  use which is disreputable or creates extraordinary fire hazards or results in
  an increased rate of insurance on the Building or its contents or the storage
  of any hazardous materials or substances. If, because of Tenant’s acts, the
  rate of insurance on the

  



 


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  Building
  or its contents increases, then Tenant shall pay to Landlord the amount of
  such increase on demand, and acceptance of such payment shall not constitute
  a waiver of any of Landlord’s other rights. Tenant shall conduct its business
  and control its agents, employees, and invitees in such a manner as not to
  create any nuisance or interfere with other tenants or Landlord in its
  management of the Building. Tenant, at Tenant’s own expense, (a) shall
  not commit or permit waste in the Premises or the Building, and (b) shall
  not paint, erect or display any sign, advertisement, placard or lettering
  which is visible in the corridors or lobby of the Building or from the
  exterior of the Building without Landlord’s prior written approval, which
  shall not be unreasonably withheld, conditioned or delayed.

  
	
   

  	
   

  	
   

  
	
  ASSIGNMENT
  AND

  SUBLETTING

  	
   

  	
  10.  (a)  Transfers.  Except as
  provided in Section 10(h) (Permitted Transfers), Tenant shall not,
  without the prior written consent of Landlord, (1) assign, transfer, or
  encumber this Lease or any estate or interest herein, whether directly or by
  operation of law, (2) permit any other entity to become Tenant hereunder
  by merger, consolidation, or other reorganization, (3) if Tenant is an
  entity other than a corporation whose stock is publicly traded, permit the
  transfer of an ownership interest in Tenant so as to result in a change in
  the current control of Tenant, (4) sublet any portion of the Premises, (5) grant any license,
  concession, or other right of occupancy of any portion of the Premises, or (6) permit
  the use of the Premises by any parties other than Tenant (any of the events
  listed in Sections 10(a)(1) through 10(a)(6) being a “Transfer”), and any attempt to do any of the
  foregoing without the prior express written permission of Landlord shall be
  void and of no effect.  In the event of any such attempted
  assignment or attempted sublease, or should Tenant, in any other nature of
  transaction, permit or attempt to permit anyone to occupy the Premises (or
  any portion thereof) without the prior express written permission of
  Landlord, and provided Tenant fails to affirmatively and effectively rescind
  or revoke such attempted assignment, sublease or other transfer ab initio within thirty (30) days of
  receipt of written notice from Landlord, then Landlord shall thereupon have
  the right and option to cancel and terminate this Lease effective upon ten (10) days(1) notice
  to Tenant given by Landlord at any time thereafter as to only the portion
  thereof which Tenant shall have attempted to assign or sublease or otherwise
  permitted some other party’s occupancy without Landlord’s prior express
  written permission, and if Landlord elects to cancel and terminate this Lease
  as to the aforesaid portion of the Premises, then the rental and other
  charges payable hereunder shall thereafter be proportionately reduced. Except
  as provided in Section 10(b) (Permitted Transfers), this
  prohibition against assignment or subletting shall be construed to include a
  prohibition against any assignment or subletting by operation of law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Consent Standards.  Landlord
  shall not unreasonably withhold its consent to any assignment or subletting
  of the Premises, provided that the proposed transferee (1) is
  creditworthy, (2) will use the Premises for the Permitted Use and will
  not use the Premises in any manner that would conflict with any exclusive use
  agreement or other similar agreement entered into by Landlord with any other
  tenant of the Building, (3) will not use any portion of the Premises or
  the Building in a manner that would materially increase the pedestrian or
  vehicular traffic to the Premises or the Building, (4) is not a
  governmental entity, or subdivision or agency thereof, (5) is not
  another occupant of the Building, (6) is in compliance with the
  regulations of the Office of Foreign Asset Control (“OFAC”)
  of the Department of the Treasury (including those named on OFAC’s Specially
  Designated and Blocked Persons List) and any statute; executive order
  (including the September 24, 2001, Executive Order Blocking Property and
  Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
  Support Terrorism), or other governmental action relating thereto; and (7) is
  not a person or entity with whom Landlord is then, or has been within the
  six-month period prior to the time Tenant seeks to enter into such assignment
  or subletting, negotiating to lease space in the Building or any Affiliate of
  any such person or entity; otherwise, Landlord may withhold its consent in
  its sole discretion. Additionally, Landlord may withhold its consent in its
  sole discretion to any proposed Transfer if any Event of Default by Tenant
  then exists.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Request for Consent.  If
  Tenant requests Landlord’s consent to a Transfer, then, at least fifteen (15)
  business days prior to the effective date of the proposed Transfer, Tenant shall
  provide Landlord with a written description of all material terms and
  conditions of the proposed Transfer, copies of the proposed transfer
  documentation, and the following information about the proposed transferee:
  name and address of the proposed transferee and any entities and persons who
  own, control or direct the proposed transferee; reasonably satisfactory
  information about its business and business history; its

  



 


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  proposed use of the Premises; banking, financial,
  and other credit information; and general references sufficient to enable
  Landlord to determine the proposed transferee’s creditworthiness and
  character. Concurrently with Tenant’s notice of any request for consent to a
  Transfer, Tenant shall pay to Landlord a reasonable allocation of the
  expenses incurred by Landlord in reviewing such request (such allocation not
  exceed $500.00), and Tenant shall also
  reimburse Landlord immediately upon request for its reasonable attorneys’ fees
  incurred in connection with considering any request for consent to a
  Transfer.  No fees shall be payable with regard to a Permitted
  Transfer pursuant to Section 10(h).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If Landlord fails to notify Tenant that it approves
  or disapproves the requested Transfer within ten (10) business days
  after submission to Landlord of all of the items required under this Section 10,
  together with a Deemed Approval Notice (defined below), then Landlord shall
  be deemed to have approved such
  Transfer.  A “Deemed
  Approval Notice” means a written notice from Tenant to
  Landlord that conspicuously
  states in bold, uppercase typeface that the requested transfer shall be
  deemed to be approved by Landlord unless Landlord expressly disapproves of
  such in a written instrument sent to Tenant within ten (10) business
  days of Landlord’s receipt of the requested Transfer.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Conditions
  to Consent.  If Landlord consents to a proposed
  Transfer, then the proposed transferee shall deliver to Landlord a written
  agreement whereby it expressly assumes Tenant’s obligations hereunder;
  however, any transferee of less than all of the space in the Premises shall
  be liable only for obligations under this Lease that are properly allocable
  to the space subject to the Transfer for the period of the Transfer.  No Transfer shall release Tenant from its
  obligations under this Lease, but rather Tenant and its transferee shall be
  jointly and severally liable therefor. Landlord’s consent to any Transfer
  shall not waive Landlord’s rights as to any subsequent Transfers.  If
  an Event of Default occurs while the Premises or any part thereof are subject
  to a Transfer, then Landlord, in addition to its other remedies, may collect
  directly from such transferee all rents becoming due to Tenant and apply such
  rents against Rent. Tenant authorizes its transferees to make payments of
  rent directly to Landlord upon receipt of notice from Landlord to do so
  during the continuance of an Event of Default hereunder. Tenant shall pay for
  the cost of any demising walls or other improvements necessitated by a
  proposed subletting or assignment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)  Attornment
  by Subtenants.  Each sublease by Tenant hereunder
  shall be subject and subordinate to this Lease and to the matters to which
  this Lease is or shall be subordinate, and each subtenant by entering into a
  sublease is deemed to have agreed that in the event of termination, re-entry
  or dispossession by Landlord under this Lease, Landlord may, at its option,
  take over all of the right, title and interest of Tenant, as sublandlord,
  under such sublease, and such subtenant shall, at Landlord’s option, attorn
  to Landlord pursuant to the then executory provisions of such sublease,
  except that Landlord shall not be (1) liable for any previous act or
  omission of Tenant under such sublease, (2) subject to any counterclaim,
  offset or defense that such subtenant might have against Tenant, (3) bound
  by any previous modification of such sublease not approved by Landlord in
  writing or by any rent or additional rent or advance rent which such
  subtenant might have paid for more than the current month to Tenant, and all
  such rent shall remain due and owing, notwithstanding such advance payment, (4) bound
  by any security or advance rental deposit made by such subtenant which is not
  delivered or paid over to Landlord and with respect to which such subtenant
  shall look solely to Tenant for refund or reimbursement, or (5) obligated
  to perform any work in the subleased space or to prepare it for occupancy,
  and in connection with such attornment, the subtenant shall execute and
  deliver to Landlord any instruments Landlord may reasonably request to
  evidence and confirm such attornment. Each subtenant or licensee of Tenant
  shall be deemed, automatically upon and as a condition of its occupying or
  using the Premises or any part thereof, to have agreed to be bound by the
  terms and conditions set forth in this Section 10(e).  The
  provisions of this Section 10(e) shall be self-operative, and no
  further instrument shall be required to give effect to this provision.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)  Cancellation.  Landlord
  may, within twenty (20) days after submission of Tenant’s written request for
  Landlord’s consent to an assignment or subletting, cancel this Lease as to
  the portion of the Premises proposed to be sublet or assigned as of the date
  the proposed Transfer is to be effective. If Landlord cancels this Lease as
  to any portion of the Premises, then this Lease shall cease for such portion
  of the Premises and Tenant shall pay to Landlord all Rent accrued through the
  cancellation date relating to

  



 


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  the
  portion of the Premises covered by the proposed Transfer.  Thereafter,
  Landlord may lease such portion of the Premises to the prospective transferee
  (or to any other person) without liability to Tenant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding
  the foregoing, if Landlord provides written notification to Tenant of its
  election to cancel this Lease as to any portion of the Premises as provided
  above, Tenant may rescind its proposed assignment or subletting of all or any
  portion of the Premises by notifying Landlord in writing within ten (10) business
  days following Landlord’s written cancellation notice.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)  Additional
  Compensation.  Tenant shall pay to Landlord,
  immediately upon receipt thereof, fifty percent (50%)
  of the excess of (1) all compensation received by Tenant for a Transfer
  less the actual out-of-pocket
  costs reasonably incurred by Tenant with unaffiliated third parties (i.e.,
  brokerage commissions and tenant finish work) in connection with such
  Transfer (such costs shall be amortized on a straight-line basis over the
  term of the Transfer in question) over (2) the Rent allocable to the
  portion of the Premises covered thereby.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)  Permitted
  Transfers.  Notwithstanding Section 10(a),
  Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a “Permitted Transfer”) to the following types of
  entities (a “Permitted Transferee”)
  without the written consent of Landlord:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)  an
  Affiliate of Tenant;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)  any
  corporation, limited partnership, limited liability partnership, limited
  liability company or other business entity in which or with which Tenant, or
  its corporate successors or assigns, is merged or consolidated, in accordance
  with applicable statutory provisions governing merger and consolidation of
  business entities, so long as (A) Tenant’s obligations hereunder are
  assumed by the entity surviving such merger or created by such consolidation;
  and (B) the Tangible Net Worth of the surviving or created entity is not
  less than the Tangible Net Worth of Tenant as of the date hereof; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)  any
  corporation, limited partnership, limited liability partnership, limited
  liability company or other business entity acquiring all or substantially all
  of Tenant’s assets if such entity’s Tangible Net Worth after such acquisition
  is not less than the Tangible Net Worth of Tenant as of the date hereof.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tenant
  shall promptly notify Landlord of any such Permitted Transfer.  Tenant shall remain liable for the
  performance of all of the obligations of Tenant hereunder, or if Tenant no
  longer exists because of a merger, consolidation, or acquisition, the
  surviving or acquiring entity shall expressly assume in writing the
  obligations of Tenant hereunder. Additionally, the Permitted Transferee shall
  comply with all of the terms and conditions of this Lease, including the
  Permitted Use, and the use of the Premises by the Permitted Transferee may
  not violate any other agreements affecting the Premises, the Building,
  Landlord or other tenants of the Building. No later than forty-five (45) days
  after the effective date of any Permitted Transfer, Tenant agrees to furnish
  Landlord with (A) copies of the instrument effecting any of the
  foregoing Transfers, (B) documentation establishing Tenant’s
  satisfaction of the requirements set forth above applicable to any such
  Transfer, (C) evidence of insurance as required under this Lease with
  respect to the Permitted Transferee, and (D) evidence of compliance with
  the regulations of OFAC and any statute, executive order (including the September 24,
  2001, Executive Order Blocking Property and Prohibiting Transactions with
  Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
  governmental action relating thereto, including the name and address of the
  Permitted Transferee and any entities and persons who own, control or direct
  the Permitted Transferee. The occurrence of a Permitted Transfer shall not
  waive Landlord’s rights as to any subsequent Transfers.  “Tangible Net Worth”
  means the excess of total assets over total liabilities, in each case as
  determined in accordance with generally accepted accounting principles consistently
  applied (“GAAP”) excluding, however,
  from the determination of total assets all assets which would be classified
  as intangible assets under GAAP including goodwill, licenses, patents,
  trademarks, trade names, copyrights, and franchises.  Any
  subsequent Transfer by a Permitted Transferee shall be subject to the terms
  of this Section 10.

  



 


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  INSURANCE;

  WAIVERS;

  SUBROGATION;

  INDEMNITY

  	
   

  	
  11.  (a)  Insurance. Effective as of the
  earlier of (1) the date Tenant enters or occupies the Premises, or (2) the
  Commencement Date, and continuing throughout the Term, Tenant shall maintain
  the following insurance policies: (i) commercial general liability
  insurance in amounts of $1,000,000 per occurrence, and $2,000,000 in the
  aggregate or, following the expiration of the initial Term, such other
  amounts as Landlord may from time to time reasonably require (and, if the use
  and occupancy of the Premises include any activity or matter that is or may
  be excluded from coverage under a commercial general liability policy [e.g.,
  the sale, service or consumption of alcoholic beverages], Tenant shall obtain
  such endorsements to the commercial general liability policy or otherwise
  obtain insurance to insure all liability arising from such activity or matter
  [including liquor liability, if applicable] in such amounts as Landlord may
  reasonably require), insuring Tenant, Landlord, Landlord’s property
  management company, Landlord’s asset management company and, if requested in
  writing by Landlord, Landlord’s Mortgagee, against all liability for injury
  to or death of a person or persons or damage to property arising from the use
  and occupancy of the Premises and (without implying any consent by Landlord
  to the installation thereof) the installation, operation, maintenance, repair
  or removal of Tenant’s Off-Premises Equipment, (ii) insurance covering
  the full value of all alterations and improvements and betterments in the
  Premises, naming Landlord and Landlord’s Mortgagee as additional loss payees
  as their interests may appear, (iii) insurance covering the full value
  of all furniture, trade fixtures and personal property (including property of
  Tenant or others) in the Premises or otherwise placed in the Building by or
  on behalf of Tenant (including Tenant’s Off-Premises Equipment), (iv) contractual
  liability insurance sufficient to cover Tenant’s indemnity obligations
  hereunder (but only if such contractual liability insurance is not already
  included in Tenant’s commercial general liability insurance policy), and (v) worker’s
  compensation insurance. Any insurance required to be maintained by Tenant may
  be taken out under a blanket insurance policy or policies covering other
  premises, property or insured in addition to the Premises and Tenant,
  provided such policy or policies otherwise comply with this Section 1l(a).
  Tenant’s insurance shall provide primary coverage to Landlord when any policy
  issued to Landlord provides duplicate or similar coverage, and in such
  circumstance Landlord’s policy will be excess over Tenant’s policy. Tenant
  shall furnish to Landlord certificates of such insurance and, if requested by
  Landlord, copies of the actual insurance policies at least ten days prior to the
  earlier of the Commencement Date or the date Tenant enters or occupies the
  Premises, and at least 15 days prior to each renewal of said insurance, and
  Tenant shall obtain a written obligation on the part of each insurance
  company to notify Landlord at least 15 days before cancellation or a material
  change of any such insurance policies.  All such insurance policies
  shall be in form, and issued by companies with a Best’s rating of A+:VII or
  better, reasonably satisfactory to Landlord. If Tenant fails to comply with
  the foregoing insurance requirements or to deliver to Landlord the
  certificates or evidence of coverage required herein, Landlord, in addition
  to any other remedy available pursuant to this Lease or otherwise, may, but
  shall not be obligated to, obtain such insurance and Tenant shall pay to
  Landlord on demand the premium costs thereof, plus an administrative fee of 15% of such cost. As used hereunder,
  the term “Tenant’s Off-Premises Equipment”
  means any of Tenant’s equipment or other property that may be located on or
  about the Building (other than inside the Premises). As used hereunder, the
  term “Tenant Party” means any of
  the following persons: Tenant; any assignees claiming by, through, or under
  Tenant; any subtenants claiming by, through, or under Tenant; and any of
  their respective agents, contractors, employees and licensees.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Landlord’s Insurance.  Throughout
  the Term of this Lease, Landlord shall maintain, as a minimum, the following
  insurance policies: (1) property insurance for the Building’s
  replacement value (excluding property required to be insured by Tenant), and (2) commercial
  general liability insurance in an amount of not less than $1,000,000 per
  occurrence, $2,000,000 in the aggregate.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Waiver of Negligence
  Claims; No Subrogation.  Landlord and Tenant each
  waives any claim it might have against the other for any damage to or theft,
  destruction, loss, or loss of use of any property, to the extent the same is
  insured against under any insurance policy of Landlord or Tenant that covers
  the Building, the Premises, Landlord’s or Tenant’s fixtures, personal
  property, leasehold improvements, or business, or is required to be insured against under
  the terms hereof, REGARDLESS OF WHETHER
  THE NEGLIGENCE OF THE OTHER PARTY CAUSED SUCH LOSS (DEFINED BELOW).
   Additionally, Tenant waives any claim
  it may have against Landlord for any Loss to the extent such Loss is caused
  by a terrorist act. Each party shall cause its insurance carrier to endorse

  



 


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  all applicable policies waiving the carrier’s rights
  of recovery under subrogation or otherwise against the other party.
  Notwithstanding any provision in this Lease to the contrary, Landlord, its
  agents, employees and contractors shall not be liable to Tenant or to any
  party claiming by, through or under Tenant for (and Tenant hereby releases
  Landlord and its servants, agents, contractors, employees and invitees from
  any claim or responsibility for) any damage to or destruction, loss, or loss
  of use, or theft of any property of any Tenant Party located in or about the
  Building, caused by casualty, theft, fire, third parties or any other matter
  or cause, REGARDLESS OF WHETHER THE NEGLIGENCE OF ANY
  PARTY CAUSED SUCH LOSS IN WHOLE OR IN PART.  Tenant acknowledges that Landlord shall not
  carry insurance on, and shall not be responsible for damage to, any property
  of any Tenant Party located in or about the Building.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Indemnity.  Subject
  to Section 1l(c), Tenant shall defend, indemnify, and hold harmless
  Landlord and its representatives and agents from and against all claims,
  demands, liabilities, causes of action, suits, judgments, damages, and
  expenses (including reasonable attorneys’ fees) arising from any injury to or
  death of any person or the damage to or theft, destruction, loss, or loss of
  use of, any property or inconvenience (a “Loss”)
  (1) occurring in or on the Building (other than within the Premises) to
  the extent caused by the negligence or willful misconduct of any Tenant
  Party, (2) occurring in the Premises, or (3) arising out of the
  installation, operation, maintenance, repair or removal of any property of
  any Tenant Party located in or about the Building, including Tenant’s
  Off-Premises Equipment.  IT BEING AGREED THAT CLAUSES (2) AND (3) OF THIS INDEMNITY
  ARE INTENDED TO INDEMNIFY LANDLORD AND ITS AGENTS AGAINST THE CONSEQUENCES OF
  THEIR OWN NEGLIGENCE OR FAULT, EVEN WHEN LANDLORD OR ITS AGENTS ARE JOINTLY, COMPARATIVELY,
  CONTRIBUTIVELY, OR CONCURRENTLY NEGLIGENT WITH TENANT, AND EVEN THOUGH ANY
  SUCH CLAIM, CAUSE OF ACTION OR SUIT IS BASED UPON OR ALLEGED TO BE BASED UPON
  THE STRICT LIABILITY OF LANDLORD OR ITS AGENTS; HOWEVER, SUCH INDEMNITY SHALL
  NOT APPLY TO THE SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD
  AND ITS AGENTS.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subject to Section 11(c), Landlord shall
  defend, indemnify, and hold harmless Tenant and its agents from and against
  all claims, demands, liabilities, causes of action, suits, judgments, damages
  and expenses (including reasonable attorneys’ fees) for any Loss arising from
  any occurrence in or on the
  Common Areas to the extent caused by the negligence or willful misconduct of
  Landlord or its agents.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The indemnities set forth in this Lease shall
  survive termination or expiration of this Lease and shall not terminate or be
  waived, diminished or affected in any manner by any abatement or apportionment
  of Rent under any provision of this Lease. If any proceeding is filed for
  which indemnity is required hereunder, the indemnifying party agrees, upon
  request therefor, to defend the indemnified party in such proceeding at its
  sole cost utilizing counsel satisfactory to the indemnified party.

  
	
   

  	
   

  	
   

  
	
  SUBORDINATION

  ATTORNMENT; NOTICE

  TO LANDLORD’S

  MORTGAGEE

  	
   

  	
  12.  (a)  Subordination.  This
  Lease shall be, and is hereby made subordinate to, and Tenant accepts this
  Lease subject and subordinate to any deed of trust, mortgage, or other
  security instrument (a “Mortgage”),
  or any ground lease, master lease, or primary lease (a “Primary
  Lease”) that may presently or hereafter covers all or any part
  of the Premises (the mortgagee under any Mortgage or the lessor under any
  Primary Lease is referred to herein as “Landlord’s Mortgagee”).
  The provisions of this Section 12(a) shall be self-operative
  without the necessity of any further instrument of subordination to be
  executed by Tenant, provided however, that Tenant covenants and agrees to
  execute and deliver to Landlord a subordination non-disturbance and
  attornment agreement (“SNDA”)
  substantially in the form of Exhibit G or such other form of SNDA
  as may be from time to time reasonably requested by a Landlord’s Mortgagee
  within ten (10) days after requested.  In the event that
  Tenant shall fail to execute any such instrument within ten (10) days
  after requested, then Tenant hereby irrevocably consents and agrees that
  Landlord may file of record in the Real Property Records of the county in
  which the Premises is situated an affidavit attaching true and correct copies
  of this Section 12(a), together with the signature pages hereto and
  a copy of Exhibit G hereto completed in favor of Landlord’s
  Mortgagee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Attornment.  Tenant
  shall attorn to any party succeeding to Landlord’s interest in the

  



 


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  Premises, whether by purchase, foreclosure, deed in
  lieu of foreclosure, power of sale, termination of lease, or otherwise, upon
  such party’s request, and shall execute such agreements confirming such
  attornment as such parry may reasonably request.  The current
  Landlord’s Mortagee is Bank of Texas, N.A., whose address is set forth on Exhibit G
  hereto.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Subordination,
  Non-Disturbance and Attornment Agreement. Landlord shall
  obtain a subordination, non-disturbance and attornment agreement from the
  current Landlord’s Mortgagee in the form of Exhibit G hereto or
  as otherwise reasonably agreed to by Landlord’s Mortgagee, and shall deliver
  same to Tenant contemporaneously with Landlord’s execution of this Lease, and
  Landlord shall seek to obtain a similar subordination, non-disturbance and
  attornment agreement from any future Landlord’s Mortgagee or other
  institutional lenders.  The subordination of Tenant’s rights
  hereunder to any future Landlord’s Mortgagee under Section 12(a) shall
  be conditioned upon such future Landlord’s Mortgagee’s execution and delivery
  of a subordination, non-disturbance and attornment agreement in the form of Exhibit G
  hereto or another form reasonably acceptable to Tenant and such Landlord’s
  Mortgagee or other institutional lenders.

  
	
   

  	
   

  	
   

  
	
  RULES
  AND

  REGULATIONS

  	
   

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

  
	
   

  	
   

  	
   

  
	
  CONDEMNATION

  	
   

  	
  14.  (a)  Taking -
  Termination.  If the entire Building or Premises are
  taken by right of eminent domain or conveyed in lieu thereof (a “Taking”), this Lease shall terminate as of the
  date of the Taking.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Partial
  Taking - Tenant’s Rights.  If any part of the
  Premises or material portion of the Building becomes subject to a Taking and
  such Taking will prevent Tenant from conducting on a permanent basis its
  business in the Premises in a manner reasonably comparable to that conducted
  immediately before such Taking, then Tenant may terminate this Lease as of
  the date of such Taking by giving written notice to Landlord within thirty
  (30) days after the Taking, and Rent shall be apportioned as of the date of
  such Taking.  If Tenant does not terminate this Lease, then Rent
  shall be abated on a reasonable basis as to that portion of the Premises that
  Tenant is prevented from conducting its business in a manner comparable to
  that conducted immediately before such taking.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Partial
  Taking - Landlord’s Rights.  If any material
  portion, but less than all, of the Building becomes subject to a Taking, or
  if Landlord is required to pay any of the proceeds arising from a Taking to a
  Landlord’s Mortgagee, then Landlord may terminate this Lease by delivering
  written notice thereof to Tenant within thirty (30) days after such Taking,
  and Rent shall be apportioned as of the date of such Taking. If Landlord does
  not so terminate this Lease, then this Lease will continue, but if any
  portion of the Premises has been taken, Rent shall abate as provided in the
  last sentence of Section 14(b).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Temporary Taking.  If all
  or any portion of the Premises becomes subject to a Taking for a limited
  period of time, this Lease shall remain in full force and effect and Tenant
  shall continue to perform all of the terms, conditions and covenants of this
  Lease, including the payment of Basic Rental and all other amounts required
  hereunder. If any such temporary Taking terminates prior to the expiration of
  the Term, Tenant shall restore the Premises as nearly as possible to the
  condition prior to such temporary Taking, at Tenant’s sole cost and expense.
  Landlord shall be entitled to receive the entire award for any such temporary
  Taking, except that Tenant shall be entitled to receive the portion of such
  award which (1) compensates Tenant for its loss of use of the Premises
  within the Term and (2) reimburses Tenant for

  



 


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  the reasonable out-of-pocket costs actually incurred
  by Tenant to restore the Premises as required by this Section 14(d).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)  Award. If
  any Taking occurs, then Landlord shall receive the entire award or other
  compensation for the Land, the Building, and other improvements taken;
  however, Tenant may separately pursue a claim (to the extent it will not
  reduce Landlord’s award) against the condemnor for the value of Tenant’s
  personal property which Tenant is entitled to remove under this Lease, moving
  costs, loss of business, and other claims it may have.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)  Restoration.  In
  the event of any Taking of less than the whole of the Premises which does not
  result in a termination of this Lease, (1) Landlord, at its expense,
  shall proceed with reasonable diligence to repair, alter and restore the
  remaining parts of the affected Building and the Premises therein to the
  extent practicable, and (2) if requested by either party, Landlord and
  Tenant shall promptly execute an amendment to this Lease confirming the
  deletion from the Premises of the space subject to the Taking.

  
	
   

  	
   

  	
   

  
	
  FIRE OR OTHER

  CASUALTY

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Tenant’s
  Rights:  If a material portion of the Premises
  is damaged by Casualty such that Tenant is prevented from conducting its
  business in the Premises in a manner reasonably comparable to that conducted
  immediately before such Casualty and Landlord estimates that the damage
  caused thereby cannot be repaired within two hundred ten (210) days after the
  commencement of repairs (the “Repair Period”),
  then Tenant may terminate this Lease by delivering written notice to Landlord
  of its election to terminate within thirty (30) days after the Damage Notice
  has been delivered to Tenant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Landlord’s
  Rights.  If a Casualty damages the Premises or a
  material portion of the Building and (1) Landlord estimates that the
  damage to the Premises cannot be repaired within the Repair Period, (2) the
  damage to the Premises exceeds 50% of the replacement cost thereof (excluding
  foundations and footings), as estimated by Landlord, and such damage occurs
  during the last two years of the Term, and Tenant does not exercise its next
  unexercised renewal option (if any) by written notice to Landlord within
  fifteen (15) days after the Damage Notice has been delivered to Tenant, (3) regardless
  of the extent of damage to the Premises, the damage is not fully covered by
  Landlord’s insurance policies or Landlord makes a good faith determination
  that restoring the Building would be uneconomical, or (4) Landlord is
  required to pay any insurance proceeds arising out of the Casualty to a
  Landlord’s Mortgagee, then Landlord may terminate this Lease (provided
  Landlord also terminates all leases for space in the Building that is
  similarly impacted by such Casualty) by giving written notice of its election
  to terminate within thirty (30) days after the Damage Notice has been
  delivered to Tenant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Repair
  Obligation.  If neither party elects to terminate this Lease following a Casualty, then Landlord shall,
  within a reasonable time after such Casualty, begin to repair the Premises
  and shall proceed with reasonable diligence to restore the Premises to
  substantially the same condition as they existed immediately before such
  Casualty; however, Landlord shall not be required to repair or replace any
  alterations or betterments within the Premises (which shall be promptly and
  with due diligence repaired and restored by Tenant at Tenant’s sole cost and
  expense) or any furniture, equipment, trade fixtures or personal property of
  Tenant or others in the Premises or the Building and Landlord’s obligation to
  repair or restore the Premises shall be limited to the extent of the
  insurance proceeds actually received by Landlord for the Casualty in question
  or proceeds that would have been received had Landlord maintained the
  insurance required of Landlord under this Lease, and regardless of the cause
  of such Casualty, together with any deductible amounts. If this Lease is
  terminated under the provisions of this Section 15, Landlord shall be
  entitled to the full proceeds of the insurance policies providing coverage
  for all alterations, improvements and betterments in the Premises (and, if
  Tenant has failed to maintain insurance on such items as required by this
  Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord
  would have received had Tenant maintained insurance on such items as required
  by this Lease).  If Landlord does not complete the restoration of
  the Premises within ninety (90) days after the time period

  



 


12





















 


	
   

  	
   

  	
  estimated
  by Landlord to repair the damage caused by such Casualty as specified in the
  Damage Notice, as the same may be extended by force majeure, Tenant may
  terminate this Lease by delivering written notice to Landlord and Landlord’s
  Mortgagee within ten days following the expiration of such ninety (90)-day
  period (as the same may be extended as set forth above) and prior to the date
  upon which Landlord substantially completes such restoration. Such
  termination shall be effective as of the date specified in Tenant’s
  termination notice (but not earlier than 30 days nor later than 90 days after
  the date of such notice) as if such date were the date fixed for the
  expiration of the Term.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)  Abatement of Rent.  If
  the Premises are damaged by Casualty, Rent for the portion of the Premises
  that Tenant is prevented from conducting its business in a manner comparable
  to that conducted immediately before such Casualty shall be abated on a
  reasonable basis from the date of damage until the completion of Landlord’s
  repairs (or until the date of termination of this Lease by Landlord or Tenant
  as provided above, as the case may be).

  
	
   

  	
   

  	
   

  
	
  TAXES

  	
   

  	
  16.  Tenant
  shall be liable for all taxes levied or assessed against personal property,
  furniture, or fixtures placed by Tenant in the Premises. If any taxes for
  which Tenant is liable are levied or assessed against Landlord or Landlord’s
  property and Landlord elects to pay the same, or if the assessed value of
  Landlord’s property is increased by inclusion of such personal property,
  furniture or fixtures and Landlord elects to pay the taxes based on such
  increase, then Tenant shall pay to Landlord, upon demand, that part of such
  taxes for which Tenant is primarily liable hereunder. Tenant has no right to
  protest the real estate tax rate assessed against the Building or Land and/or
  the appraised value of the Building or Land determined by any appraisal
  review board or other taxing entity with authority to determine tax rates
  and/or appraised values (each a “Taxing Authority”).  Tenant hereby knowingly, voluntarily and
  intentionally waives and releases any right, whether created by law or
  otherwise, to (a) file or otherwise protest before any Taxing Authority
  any such rate or value determination even though Landlord may elect not to
  file any such protest; (b) receive, or otherwise require Landlord to deliver,
  a copy of any reappraisal notice received by Landlord from any Taxing
  Authority; and (c) appeal any order of a Taxing Authority which
  determines any such protest. The foregoing waiver and release covers and
  includes any and all rights, remedies and recourse of Tenant, now or at any
  time hereafter, under Section 41.413 and Section 42.015 of the
  Texas Tax Code (as currently enacted or hereafter modified) together with any
  other or further laws, rules or regulations covering the subject matter
  thereof. Tenant acknowledges and agrees that the foregoing waiver and release
  was bargained for by Landlord and Landlord would not have agreed to enter
  into this Lease in the absence of this waiver and release.

  
	
   

  	
   

  	
   

  
	
  EVENTS OF

  DEFAULT

  	
   

  	
  17.  Each
  of the following occurrences shall constitute an “Event
  of Default”:

  
	
   

  	
   

  	
  (a)  Tenant’s failure to pay Rent when due and the
  continuance of such failure for a period of ten (10) days after Landlord
  has delivered written notice to Tenant that the same is past due;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Tenant’s failure to perform, comply with, or observe
  any other agreement or obligation of Tenant under this Lease and the
  continuance of such failure for a period of thirty (30) days after the date
  Landlord delivers to Tenant written notice thereof; however, if such failure
  cannot be cured with such 30-day period and Tenant commences to cure such
  failure within such 30-day period and thereafter diligently pursues such cure
  to completion, then such failure shall not be an Event of Default, unless it
  is not fully cured within a reasonable time but in no event later than 150
  days following receipt of written notice from Landlord of such failure;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  the filing of a petition by or against Tenant (the term
  “Tenant” shall include, for the purpose of this Section 17(c), any
  guarantor of the Tenant’s obligations hereunder) (1) in any bankruptcy
  or other insolvency proceeding; (2) seeking any relief under any state
  or federal debtor relief law; or (3) for the appointment of a liquidator
  or receiver for all or substantially all of Tenant’s property or for Tenant’s
  interest in this Lease; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  [Intentionally Omitted];

  



 


13





















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  	
  18.  Upon any Event of Default, Landlord
  may, in addition to all other rights and remedies afforded Landlord hereunder
  or by law or equity, take any of the following actions:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)  Landlord may terminate this
  Lease by giving Tenant written notice thereof in which event, Tenant shall
  pay to Landlord the sum of (i) all Rent accrued hereunder through the
  date of termination, (ii) all amounts due under Section 19(a), and (iii) an
  amount equal to (A) the total Rent that Tenant would have been required
  to pay for the remainder of the Term discounted to present
  value at a per annum rate equal to the “Prime Rate” as published on the date
  this Lease is terminated by The Wall Street Journal, Southwest Edition, in
  its listing of “Money Rates” minus three percent, minus (B) the then
  present fair rental value of the Premises for such period, similarly
  discounted; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Landlord may terminate Tenant’s
  right to possession of the Premises without terminating this Lease by giving
  written notice thereof to Tenant, in which event Tenant shall pay to Landlord
  (i) all Rent and other amounts accrued hereunder to the date of
  termination of possession, (ii) all amounts due from time to time under Section 19(a),
  and (iii) all Rent and other sums required hereunder to be paid by
  Tenant during the remainder of the Term, diminished by any net sums
  thereafter received by Landlord through reletting the Premises during such period.
  Landlord shall use reasonable efforts to relet the Premises on such terms and
  conditions as Landlord in its sole discretion may determine (including a term
  different from the Term, rental concessions, and alterations to, and
  improvement of, the Premises); however, Landlord shall not be obligated to
  relet the Premises before leasing other portions of the Building.  Landlord
  shall not be liable for, nor shall Tenant’s obligations hereunder be
  diminished because of, Landlord’s failure to relet the Premises or to collect
  rent due for such reletting. Tenant shall not be entitled to the excess of
  any consideration obtained by reletting over the Rent due hereunder. Reentry
  by Landlord in the Premises shall not affect Tenant’s obligations hereunder
  for the unexpired Term; rather, Landlord may, from time to time, bring action
  against Tenant to collect amounts due by Tenant, without the necessity of
  Landlord’s waiting until the expiration of the Term.  Unless Landlord delivers written notice to
  Tenant expressly stating that it has elected to terminate this Lease, all
  actions taken by Landlord to exclude or dispossess Tenant of the Premises
  shall be deemed to he taken under this Section 18(b). If Landlord elects
  to proceed under this Section 18(b), it may at any time elect to
  terminate this Lease under Section 18(a).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADDITIONALLY, TO THE EXTENT PERMITTED BY
  APPLICABLE LAW, LANDLORD MAY ALTER LOCKS OR OTHER SECURITY DEVICES AT
  THE PREMISES TO DEPRIVE TENANT OF ACCESS THERETO; AND EXCEPT AS OTHERWISE PROVIDED
  BY APPLICABLE LAW, LANDLORD SHALL NOT BE REQUIRED TO PROVIDE A NEW KEY OR
  RIGHT OF ACCESS TO TENANT UNLESS AND UNTIL THE EVENT OF DEFAULT HAS BEEN
  CURED.

  
	
   

  	
   

  	
   

  
	
  PAYMENT BY TENANT;

  NON-WAIVER

  	
   

  	
  19.  (a)  Payment
  by Tenant.  Upon any Event of Default, Tenant shall
  pay to Landlord all reasonable costs incurred by Landlord (including court
  costs and reasonable attorneys’ fees and expenses) in (i) obtaining
  possession of the Premises, (ii) removing and storing Tenant’s or any
  other occupant’s property, (iii) repairing, restoring, altering,
  remodeling, or otherwise putting the Premises into the condition required by
  market conditions then prevailing so as to be reasonably acceptable to a new
  tenant, (iv) if Tenant is dispossessed of the Premises and this Lease is
  not terminated, reletting all or any part of the Premises (including
  brokerage commissions, cost of tenant finish work, and other costs incidental
  to such reletting), (v) performing Tenant’s obligations which Tenant
  failed to perform, and (vi) enforcing, or advising Landlord of, its
  rights, remedies, and recourses arising out of the Event of Default. Tenant’s
  obligations under this Section 19 shall survive the expiration of the
  Term or earlier termination of this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  No Waiver.  Landlord’s
  acceptance of Rent following an Event of Default shall not waive Landlord’s
  rights regarding such Event of Default. No waiver by Landlord of any
  violation or breach of

  



 


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  any of the terms contained herein shall waive
  Landlord’s rights regarding any future violation of such term or violation of
  any other term.

  
	
   

  	
   

  	
   

  
	
  COMMON AREA

  	
   

  	
  20.  ”Common Area”  as
  used herein stall refer to that part of the Building and other improvements now or hereafter placed,
  constructed or erected on the Land designated by
  Landlord from time to time for the common use of all tenants, including among
  other facilities, sidewalks, service corridors, curbs, truckways, loading
  areas, private streets and alleys, lighting facilities, mechanical and
  electrical rooms, janitors’ closets, halls, lobbies, delivery passages, elevators,
  drinking fountains, meeting rooms, public toilets, parking areas and garages,
  decks and other parking facilities, landscaping and other common rooms and
  common facilities. The Common Area shall be subject to Landlord’s sole
  management and control and shall be operated and
  maintained in a manner consistent with similar buildings in the market in
  which the Building is located.  Landlord reserves the right to
  change from time to time the dimensions and location of the Common Area, to
  construct additional stories on the Building and to place, construct or erect
  new structures or other improvements on any part of the Land without the consent
  of Tenant.  Tenant, and Tenant’s employees
  and invitees shall have the nonexclusive right to use the Common Area as
  constituted from time to time, such use to be in common with Landlord, other
  tenants of the Building and other persons entitled to use the same, and
  subject to such reasonable rules and regulations governing use as
  Landlord may from time to time prescribe. Tenant shall not solicit business
  or display merchandise within the Common Area, or distribute handbills
  therein, or take any action which would interfere with the rights of other
  persons to use the Common Area. Landlord may temporarily close any part of
  the Common Area for such periods of time as may be reasonably necessary to
  prevent the public from obtaining prescriptive rights or to make repairs or
  alterations, provided Tenant retains reasonable access to the Premises.

  
	
   

  	
   

  	
   

  
	
  SURRENDER OF

  PREMISES

  	
   

  	
  21.  No act by Landlord shall be deemed an
  acceptance of a surrender of the Premises, and no agreement to accept a
  surrender of the Premises shall be valid unless the same is made in writing
  and signed by Landlord. At the expiration or termination of this Lease,
  Tenant shall deliver to Landlord the Premises with all improvements located
  thereon in good repair and condition, reasonable wear and tear (and
  condemnation and fire or other casualty damage) excepted, and shall deliver
  to Landlord all keys to the Premises.  Tenant may remove all
  unattached trade fixtures, furniture owned by it, equipment and personal
  property placed in the Premises by Tenant (but Tenant shall not remove any
  such item which was paid for, in whole or in part, by Landlord, as part of
  the Finish Work Allowance or otherwise).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subject to Section 8(a)(2) of this Lease,
  all alterations, additions or improvements made in or upon the Premises
  shall, at Landlord’s option, (to be exercised pursuant to following
  sentence), either be removed by Tenant prior to the end of the Term (and
  Tenant shall repair all damage caused thereby), or shall remain in the
  Premises at the end of the Term without compensation to Tenant. In connection
  with Landlord’s review and approval of any of Tenant’s proposed alterations,
  additions or improvements to the Premises, Landlord may notify Tenant in
  writing, contemporaneously with Landlord’s notice of approval to Tenant with
  respect to the improvements in question, that Landlord will require Tenant to
  remove such alterations prior to the expiration of the Term; however, if
  Tenant submits plans and specifications to Landlord for proposed alterations,
  additions or improvements to the Premises and delivers a Removal Notice
  (defined below) to Landlord contemporaneously with such submission by Tenant,
  and Landlord fails to notify Tenant that Tenant will be required to remove
  such alterations, additions or improvements to the Premises at the expiration
  of the Term, Landlord may not request such removal at the expiration of the
  Term. A “Removal Notice” means a
  written notice from Tenant to Landlord that conspicuously states in bold,
  uppercase typeface that Tenant will not be required to remove the alterations,
  additions or improvements in question at the end of the Term unless,
  contemporaneously with Landlord’s notice of approval to Tenant with respect
  to the improvements in question, Landlord notifies Tenant in writing that
  Landlord will require Tenant to remove such alterations prior to the
  expiration of the Term.  Notwithstanding the foregoing, if Tenant
  does not obtain Landlord’s prior written consent for any alterations,
  additions or improvements to the Premises (whether such approval is required
  hereunder or otherwise), Tenant shall, at Landlord’s written request, remove
  all such alterations, additions, improvements, trade fixtures, equipment,
  wiring, and furniture as Landlord may request; however, Tenant shall not be
  required to remove any addition or improvement to the Premises if Landlord
  has specifically agreed in writing that the

  



 


15





















 


	
   

  	
   

  	
  improvement or addition in question need not be
  removed.  Tenant shall repair all damage caused by such removal.  All
  of the office furniture and equipment and all other items not so removed
  shall be deemed to have been abandoned by Tenant and may be appropriated,
  sold, stored, destroyed, or otherwise disposed of by Landlord without notice
  to Tenant and without any obligation to account for such items.  Notwithstanding
  the foregoing, Landlord acknowledges that Landlord will not require the
  removal of the initial tenant improvement work performed by Tenant (as
  described in Section 3 of Exhibit D hereto) at the
  expiration of the Term.  The provisions of this Section 21
  shall survive the end of the Term or the earlier termination of this Lease.

  
	
   

  	
   

  	
   

  
	
  HOLDING OVER

  	
   

  	
  22.  If Tenant fails to vacate me Premises
  at the end of the Term or upon the earlier termination of this Lease, then
  Tenant shall be a month-to-month tenant and Tenant shall pay, in addition to
  the other Rent, a daily Basic Rental equal to 150% of the daily Basic Rental
  payable during the last month of the Term.  The provisions of this Section 22
  shall survive the end of the Term or the earlier termination of this Lease.

  
	
   

  	
   

  	
   

  
	
  CERTAIN RIGHTS RESERVED BY LANDLORD

  	
   

  	
  23.  Provided that the exercise of such
  rights does not unreasonably interfere with Tenant’s permitted use and
  occupancy of the Premises, Landlord, its agents, employees, and contractors
  shall have the following rights:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)  to decorate or to make inspections,
  repairs, alterations, additions, changes, or improvements, whether structural
  or otherwise, in and about the Building, or any part thereof as Landlord may
  deem necessary or desirable; for such purposes, to enter upon the Premises
  (after 24 hours’ advance written notice to Tenant thereof) and, during the
  continuance of any such work, to temporarily close doors, entryways, public
  space, and corridors in the Building; to interrupt or temporarily suspend
  Building services and facilities; and to change the arrangement and location
  of entrances or passageways, doors, and doorways, corridors, elevators,
  stairs, restrooms, or other public parts of the Building;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)  to take such reasonable measures as
  Landlord deems advisable for the security of the Building and its occupants,
  including without limitation searching all persons entering or leaving the
  Building and requiring that persons entering or leaving the Building, whether
  or not during normal business hours, identify themselves to a security
  officer by registration or otherwise and that such persons establish their
  right to enter or leave the Building; evacuating the Building for cause,
  suspected cause, or for drill purposes; temporarily denying access to the
  Building;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)  to change the name by which the
  Building is designated, provided that Landlord reimburses Tenant the actual
  costs of changing Tenant’s stationery (including letterhead, business cards,
  envelopes and the like) on hand at the time of such name change; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)  to enter the Premises (other than
  the raised floor area in the server room or the first floor of the Premises)
  at all reasonable hours, upon 24 hours advance written notice, to show the
  Premises to prospective purchasers or lenders, or, during the last 12 months
  of the Term, to prospective tenants; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)  to have access to and the right to
  enter upon any and all parts of the Premises with 24 hours advance written
  notice (except in cases of emergency, defined to be any situation in which
  Landlord perceives imminent danger of injury to person and/or damage to or
  loss of property, in which case Landlord may enter upon any and all parts of
  the Premises at any time) to examine the condition thereof, to clean, to make
  any repairs, alterations or additions required to be made by Landlord hereunder,
  and for any other purpose deemed reasonably by Landlord, and Tenant shall not
  be entitled to any abatement or reduction of rental by reason thereof.

  
	
   

  	
   

  	
   

  
	
  LANDLORD’S LIEN

  	
   

  	
  24.  Waiver of Landlord’s
  Lien.  Landlord waives all contractual, statutory and
  constitutional liens held by Landlord on Tenant’s personal property, goods,
  equipment, inventory, furnishings, chattels, accounts and assets to secure
  the obligations of Tenant under this Lease.

  
	
   

  	
   

  	
   

  
	
  HAZARDOUS

  	
   

  	
  25.  (a)  Hazardous
  Substances.  The term “Hazardous
  Substances,” as used in this Lease, shall include, without
  limitation, flammables, explosives, radioactive materials, asbestos,
  polychlorinated

  



 


16





















 


	
  SUBSTANCES

  	
   

  	
  biphenyls (PCB’s),
  chemicals known to cause cancer or reproductive toxicity, pollutants,
  contaminants, hazardous wastes, toxic substances or related materials,
  petroleum and petroleum products, and substances declared to be hazardous or
  toxic under any law or regulation now or hereafter enacted or promulgated by
  any governmental authority. To the best of Landlord’s knowledge, the Building
  does not contain any Hazardous Substances, other than as may have been
  previously disclosed to Tenant in writing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Tenant’s Restrictions.  Tenant
  shall not cause to occur (i) any violation of any federal, state, or
  local law, ordinance, or regulation now or hereafter enacted, without
  limitation, related to environmental conditions on, under, or about the
  Premises, or arising from Tenant’s release of Hazardous Substances,
  including, but not limited to, soil and ground water conditions; or (ii) the
  use, generation, release, manufacture, refining, production, processing,
  storage, or disposal of any Hazardous Substance on, under, or about the
  Premises, or the transportation to or from the Premises of any Hazardous
  Substance, except for normal cleaning and office supplies in reasonable
  quantities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Environmental Clean-up.  Tenant
  shall, at Tenant’s own expense, comply with all laws regulating the use,
  generation, storage, transportation, or disposal of Hazardous Substances (the
  “Laws”) by Tenant and or its
  agents, employees or contractors within or respecting the Premises. Except as
  expressly provided in the immediately preceding sentence, Landlord shall make
  all submissions to, provide all information required by, and comply with, all
  requirements of all governmental authorities (the “Authorities”)
  under the Laws relating to the Premises.  Should any authority or
  any third party demand that a clean-up plan be prepared and that a clean-up
  be undertaken because of any deposit, spill, discharge, or other release of
  Hazardous Substances by Tenant or its employees that occurs during the Term,
  at or from the Premises, then Tenant shall, at Tenant’s own expense, prepare
  and submit the required plans and all related bonds and other financial
  assurances, and Tenant shall carry out such clean-up plan; otherwise,
  Landlord shall be responsible for any clean-up within the Building.  Tenant
  shall promptly provide all information regarding the use, generation,
  storage, transportation, or disposal by Tenant of Hazardous Substances that
  is requested by Landlord.  If Tenant fails to fulfill any duty
  imposed under this Section 25 within a reasonable time, Landlord may do
  so; and in such case, Tenant shall cooperate with Landlord in order to
  prepare all documents Landlord deems necessary or appropriate to determine
  the applicability of the Laws to the Premises and Tenant’s use thereof, and
  for compliance therewith, and Tenant shall execute all documents upon
  Landlord’s request.  No such action by Landlord and no attempt made
  by Landlord to mitigate damages under any Law shall constitute a waiver of
  any of Tenant’s obligations under this Section 25. The obligations and
  liabilities under this Section 25 shall survive the expiration of the
  Term or earlier termination of this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)  Tenant’s Indemnity.  Tenant
  shall indemnify, defend, and save and hold harmless Landlord, the manager of
  the Building, and their respective officers, directors, beneficiaries,
  shareholders, partners, agents and employees from all fines, suits,
  procedures, claims, and actions of every kind, and all costs associated
  therewith (including attorneys’ fees and expenses and consulting fees and
  expenses) arising out of or in any way connected with any deposit, spill,
  discharge, or other release of Hazardous Substances by Tenant or its
  employees or contractors that occurs during the Term, at or from the
  Premises, or which arises at any time during the Term from Tenant’s use or
  occupancy of the Premises.  Tenant’s obligations and liabilities
  under this Section 25 shall survive the expiration of the Term or
  earlier termination of this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESA.  Landlord
  has previously delivered and Tenant hereby acknowledges receipt of the
  Property Site Assessment for the Building and the Land dated May 28,
  2004 (File Number E2472) and prepared for Landlord by Pinnacle Environmental.  Landlord
  represents and warrants, to its knowledge, there are no Hazardous Substances
  in, on or affecting the Building or the Premises, other than as may be
  reflected therein, if any.  Landlord shall indemnify, defend, and
  save and hold harmless Tenant and its officers, directors, beneficiaries,
  shareholders, partners, agents and employees from all fines, suits,
  procedures, claims, and actions of every kind, and all costs associated
  therewith (including attorneys’ fees and expenses and consulting fees and
  expenses) arising out of or in any way connected with Landlord’s breach of
  its representation set forth in the preceding sentence.

  



 


17





















 


	
  PARKING

  	
   

  	
  26.  Tenant shall have the right to use
  parking spaces as provided in Exhibit E.

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
  27.  (a)  Landlord
  Transfer.  Landlord may transfer, in whole or in
  part, the Building and any of its rights under this Lease.  If
  Landlord assigns its rights under this Lease, then, upon the transferee’s
  written assumption of Landlord’s obligations under this Lease, Landlord shall
  thereby be released from any further obligations hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  Landlord’s Liability.   The liability of Landlord (and its
  partners, shareholders or members) to Tenant (or any person or entity
  claiming by, through or under Tenant) for any default by Landlord under the
  terms of this Lease or any matter relating to or arising out of the occupancy
  or use of the Premises and/or other areas of the Building shall be limited to
  Tenant’s actual direct, but not consequential, damages therefor and shall be
  recoverable only from the interest of Landlord in the Building, net proceeds
  derived from the sale thereof, and to the extent actually received by
  Landlord (thus excluding amounts paid to Landlord’s Mortgagees) insurance
  proceeds and condemnation awards, and Landlord (and its partners,
  shareholders or members) shall not be personally liable for any deficiency.  The
  provisions of this Section shall survive any expiration or termination
  of this Lease.  Additionally, Tenant hereby waives its statutory
  lien under Section 91.004 of the Texas Property Code.  Notwithstanding
  the foregoing, this section shall not be deemed to limit any remedies
  which Tenant may have in the event of default by Landlord of its indemnity
  obligations hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)  Tenant’s Liability.  The liability
  of Tenant to Landlord for any monetary damages arising from any default by
  Tenant under the terms of this Lease shall be limited to Landlord’s actual
  direct, but not consequential damages therefor.  Nothing in this Section 27(c) shall
  affect or limit Landlord’s rights to file legal actions to recover possession
  of the Premises; or for injunctive relief against Tenant, or any other
  non-monetary relief as provided in Sections 18 or 19 of this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)  Brokerage.  Landlord
  and Tenant each warrant to the other that it has not dealt with any broker or
  agent in connection with the negotiation or execution of this Lease, other than
  Stream Realty Partners, L.P. and Cushman & Wakefield of Texas, Inc.,
  (collectively “Broker”) whose
  commissions shall be paid by Landlord pursuant to separate written
  agreements.  Tenant and Landlord shall each defend, indemnify, hold
  the other harmless against all costs, expenses, attorneys’ fees, and other
  Liability for commissions or other compensation claimed by any broker or
  agent, other than Broker, claiming the same by, through, or under the
  indemnifying party.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)  Estoppel Certificates.  From
  time to time, either party shall furnish to any party designated by the
  non-requesting parry within ten (10) days after the requesting party has
  made a request therefor, a certificate signed by the non-requesting party
  confirming and containing such factual certifications and representations as
  to this Lease as the requesting party may reasonably request, including, but
  not necessarily limited to (i) that the Lease is unmodified and in full
  force and effect (or, if there have been modifications, that the same is in
  full force and effect as so modified), (ii) the dates to which rental
  and other charges payable under this Lease have been paid, and (iii) that
  the requesting party is not in default hereunder (or, if the requesting party
  is in default, specifying the nature of such default).  Tenant
  further agrees that Tenant shall from time to time upon request by Landlord
  execute and deliver to Landlord an instrument in recordable form
  acknowledging Tenant’s receipt of any notice of assignment of this Lease by
  Landlord

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)  Notices.  All
  notices and other communications given pursuant to this Lease shall be in
  writing and shall be (i) mailed by first class, United States Mail,
  postage prepaid, certified, with return

  



 


18





















 


	
   

  	
   

  	
  receipt
  requested, and addressed to the parties hereto at the address specified in
  the Basic Lease Information, (ii) sent by a nationally recognized
  overnight courier service, or (iii) sent by facsimile transmission followed
  by a confirmatory letter sent in another method permitted hereunder.  All
  notices shall be effective upon delivery to the address of the addressee. The
  parties hereto may change their addresses by giving notice thereof to the
  other in conformity with this provision.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)  Quiet Enjoyment.  Provided
  no Event of Default exists, Tenant shall peaceably and quietly hold and
  enjoy the Premises for the
  Term, without hindrance from Landlord or any party claiming by, through, or
  under Landlord, subject to the terms and conditions of this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (o)  Exhibits.  All exhibits
  and attachments attached hereto are incorporated herein by this reference.

  



 




	
  Exhibit A-1

  	
   

  	
  -

  	
   

  	
  Legal
  Description of the Land

  
	
  Exhibit A-2

  	
   

  	
  -

  	
   

  	
  General
  Depiction of the Premises – 1st Floor

  
	
  Exhibit A-3

  	
   

  	
  -

  	
   

  	
  General
  Depiction of the Premises – 2nd Floor

  
	
  Exhibit B

  	
   

  	
  -

  	
   

  	
  Building
  Rules and Regulations

  
	
  Exhibit C

  	
   

  	
  -

  	
   

  	
  Operating
  Expense Escalator

  
	
  Exhibit D

  	
   

  	
  -

  	
   

  	
  Special
  Provisions

  
	
  Exhibit D-1

  	
   

  	
  -

  	
   

  	
  ADA
  Compliance Matters

  






 


19





















 




	
  Exhibit E

  	
   

  	
  -

  	
   

  	
  Parking

  
	
  Exhibit F

  	
   

  	
  -

  	
   

  	
  Intentionally Deleted

  
	
  Exhibit G

  	
   

  	
  -

  	
   

  	
  Subordination Non-Disturbance and Attornment
  Agreement

  
	
  Exhibit H

  	
   

  	
  -

  	
   

  	
  Intentionally Deleted

  
	
  Exhibit I

  	
   

  	
  -

  	
   

  	
  Janitorial Specifications

  






 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ADDITIONAL

  PROVISIONS:

  	
   

  	
  28.  DISCLAIMER.  LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES
  ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE.  TENANT’S
  OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE
  PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT
  AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE
  RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY
  LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.  NOTHING
  IN THIS PARAGRAPH SHALL BE CONSTRUED TO DIMINISH THE OBLIGATIONS OF LANDLORD
  THAT ARE EXPRESSLY SET FORTH ELSEWHERE IN THIS LEASE.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  29.  Authority.  Tenant
  (if a corporation, partnership or other business entity) hereby represents
  and warrants to Landlord that Tenant is a duly formed and existing entity
  qualified to do business in the state in which the Premises are located, that
  Tenant has full right and authority to execute and deliver this Lease, and
  that each person signing on behalf of Tenant is authorized to do so. Landlord
  hereby represents and warrants to Tenant that Landlord is a duly formed and
  existing entity qualified to do business in the state in which the Premises
  are located, that Landlord has full right and authority to execute and
  deliver this Lease, and that each person signing on behalf of Landlord is
  authorized to do so.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30.  Telecommunications.
  Tenant and its telecommunications companies, including local exchange
  telecommunications companies and alternative access vendor services
  companies, shall have no right of access to and within the Building, for the
  installation and operation of telecommunications systems, including voice,
  video, data, Internet, and any other services provided over wire, fiber optic,
  microwave, wireless, and any other transmission systems (“Telecommunications
  Services”), for part or all of Tenant’s telecommunications
  within the Building and from the Building to any other location without
  Landlord’s prior written consent, which shall not be unreasonably withheld,
  conditioned or delayed. All providers of Telecommunications Services shall be
  required to comply with the rules and regulations of the Building,
  applicable Laws and Landlord’s policies and practices for the Building. Tenant
  acknowledges that Landlord shall not be required to provide or arrange for
  any Telecommunications Services and that Landlord shall have no liability to
  any Tenant Party in connection with the installation, operation or
  maintenance of Telecommunications Services or any equipment or facilities
  relating thereto.  Tenant, at its cost and for its own account,
  shall be solely responsible for obtaining all Telecommunications Services.  However,
  nothing in this Section 29 shall prohibit Tenant’s employees from accessing
  areas solely within the Premises that do not contain any equipment serving
  other tenants of the Building.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31.  Confidentiality.  Both
  Landlord and Tenant acknowledge that the terms and conditions of this Lease
  are to remain confidential for both parties’ benefit, and may not be
  disclosed by either party to anyone, by any manner or means, directly or
  indirectly, without the other party’s prior written consent; however, either
  party may disclose the terms and conditions of this Lease if required by Law
  or court order, to its attorneys, accountants, employees and existing or
  prospective financial partners provided same are advised by Landlord or
  Tenant (as the case may be) of the confidential nature of such terms and

  



 


20





















 


	
   

  	
   

  	
  conditions
  and agree to maintain the confidentiality thereof (in each case, prior to
  disclosure). The disclosing party shall be liable for any disclosures made in
  violation of this Section by the disclosing party or by any entity or
  individual to whom the terms and conditions of this Lease were disclosed or
  made available by the disclosing party. The consent by either party to any
  disclosures shall not be deemed to be a waiver on the part of such party of
  any prohibition against any future disclosure.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32.  Water Mold Notification.  To
  the extent Tenant or its agents or employees discover any water leakage,
  water damage or mold in or about the Premises or Building, Tenant shall
  promptly notify Landlord thereof in writing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  33.  No Recording.  Tenant
  shall not record this Lease or any
  memorandum of this Lease without the prior written consent of Landlord, which
  consent may be withheld or denied in the sole and absolute discretion of
  Landlord, and any recordation by Tenant stall be a material
  breach of this Lease. Tenant grants to Landlord a power of attorney to
  execute and record a release instrument releasing any such recorded
  instrument of record that was recorded without the prior written consent of
  Landlord.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  34.  WAIVER OF JURY TRIAL.  TO THE MAXIMUM
  EXTENT PERMITTED BY LAW, LANDLORD AND TENANT WAIVE ANY RIGHT TO TRIAL BY JURY
  IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE
  ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT,
  DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE
  TRANSACTIONS RELATED HERETO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  35.  No Electronic Transactions.  The
  parties hereby acknowledge and agree this Agreement shall not be executed,
  entered into, altered, amended or modified by electronic means. Additionally,
  the parties hereby acknowledge and agree the transactions contemplated by
  this Agreement shall not be conducted by electronic means.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  36.  Prohibited Persons and Transactions.  Landlord
  and Tenant each represent and warrant to the other, that it is currently in
  compliance with and shall at all times during the Term (including any
  extension thereof) remain in compliance with the regulations of the OFAC of
  the Department of the Treasury (including those named on OFAC’s Specially
  Designated and Blocked Persons List) and any statute, executive order
  (including the September 24, 2001, Executive Order Blocking Property and
  Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
  Support Terrorism), or other governmental action relating thereto.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  37.  No Representations or Warranties.  Tenant
  acknowledges that except for any express warranties and representations
  contained in this Lease, Tenant is not relying on any written, oral, implied
  or other representations, statements or warranties by Landlord or any agent
  of Landlord or any real estate broker or salesman. All previous written,
  oral, implied or other statements, representations, warranties or agreements,
  if any, are merged in this Lease. Except as expressly set forth herein,
  Landlord shall have no liability to Tenant, and Tenant hereby RELEASES Landlord from any liability (including
  contractual and/or statutory actions for contribution or indemnity), for,
  concerning or regarding (1) the nature and condition of the Premises,
  including the suitability thereof for any activity or use; (2) any
  improvements or substances located thereon; or (3) the compliance of the
  Premises with any laws, rules, ordinances or regulations of any government or
  other body.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  FOREGOING INCLUDES A RELEASE OF LANDLORD FROM CLAIMS BASED ON LANDLORD’S
  NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS BASED ON STRICT LIABILITY. LANDLORD HAS NOT MADE, DOES NOT MAKE AND
  EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR
  GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE
  MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL CONDITION
  OF THE PREMISES OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR
  USE; OTHER THAN

  



 


21





















 


	
   

  	
   

  	
  AS
  EXPRESSLY PROVIDED IN THIS LEASE.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT
  AFFIRMS THAT TENANT SHALL HAS (i) INVESTIGATED AND INSPECTED THE
  PREMISES TO ITS SATISFACTION AND BECOME FAMILIAR AND SATISFIED WITH THE
  CONDITION OF THE PREMISES, AND (ii) MADE ITS OWN DETERMINATION AS TO (a) THE
  MERCHANTABILITY, QUANTITY, QUALITY AND CONDITION OF THE PREMISES, INCLUDING THE
  POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER
  ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINATES, AND (b)  THE PREMISES’ SUITABILITY
  OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. TENANT HEREBY ACCEPTS THE
  PREMISES IN ITS PRESENT CONDITION ON AN “AS IS”, “WHERE IS” AND “WITH ALL
  FAULTS”, INCLUDING ENVIRONMENTAL MATTERS AND ACKNOWLEDGES THAT WITHOUT THIS
  ACCEPTANCE, THIS LEASE WOULD NOT BE MADE.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  38.  WAIVER OF CONSUMER RIGHTS.  THE
  UNDERSIGNED TENANT HEREBY ACKNOWLEDGES THAT IT IS NOT IN A SIGNIFICANTLY
  DISPARATE BARGAINING POSITION; AND HAS BEEN REPRESENTED BY COUNSEL IN SEEKING
  OR ACQUIRING THE LEASEHOLD THAT IS THE SUBJECT OF THIS LEASE. TENANT HEREBY
  WAIVES ANY AND ALL RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES—CONSUMER
  PROTECTION ACT, SECTION 17.41 ET SEQ, BUSINESS & COMMERCE CODE,
  A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS, AFTER CONSULTATION
  WITH AN ATTORNEY OF ITS OWN SELECTION. TENANT VOLUNTARILY CONSENTS TO THIS
  WAIVER.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  39.
  Each party hereto may restrain or enjoin any breach of any covenant, duty or
  obligation of the other party herein contained without the necessity of
  proving the inadequacy of any legal remedy or irreparable harm. The remedies
  of either party hereunder shall be deemed cumulative, and no remedy of such
  party, whether exercised by such party or not, shall be deemed to be in
  exclusion of any other. Except as may be otherwise herein expressly provided,
  in all circumstances under this Lease where prior consent or permission of
  one (1) party (“first party”)
  is required before the other party (“second party”)
  is authorized to take any particular type of action, the matter of whether to
  grant such consent or permission shall be within the sole and exclusive
  judgment and discretion of the first party; and it shall not constitute any
  nature of breach by the first party hereunder or any defense to the
  performance of any covenant, duty or obligation of the second party hereunder
  that the first party delayed or withheld the granting of such consent or
  permission, whether or not the delay or withholding of such consent or
  permission was prudent or reasonable or based on good cause.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  40.
  In all instances where either party is required to pay any sum or do any act
  at a particular indicated time or within an indicated period, it is
  understood that time is of the essence.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  41.
  The obligation of Tenant to pay all rental and other sums hereunder provided
  to be paid by Tenant and the obligation of Tenant to perform Tenant’s other
  covenants and duties hereunder constitute independent, unconditional
  obligations to be performed at all times provided for hereunder, save and
  except only when an abatement thereof or reduction therein is hereinabove
  expressly provided for and not otherwise. Tenant waives and relinquishes all
  rights which Tenant might have to claim any nature of lien against or withhold,
  or deduct from or offset against any rental and other sums provided hereunder
  to be paid Landlord by Tenant. Tenant waives and relinquishes any right to
  assert, either as a claim or as a defense, that Landlord is bound to perform
  or is liable for the nonperformance of any implied covenant or implied duty
  of Landlord not expressly herein set forth.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  42.
  [Intentionally Omitted].

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  43.
  All monetary obligations of Landlord and Tenant (including, without
  limitation, any monetary obligation of Landlord or Tenant for damages for any
  breach of the respective covenants, duties or obligations of Landlord or
  Tenant hereunder) are performable exclusively in the county in which the

  



 


22





















 


	
   

  	
   

  	
  Building
  is located.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  44.
  The laws of the State in which the Building is located shall govern the
  interpretation, validity, performance and enforcement of this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  45.
  Words of any gender used in this Lease shall be held and construed to include
  any other gender, and words in the singular number shall be held to include
  the plural, unless the context otherwise requires.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  46.
  Nothing herein contained shall be deemed or construed by the parties hereto,
  nor by any third party, as creating the relationship of principal and agent,
  or of partnership or of joint venture between the parties hereto, it being
  understood and agreed that neither the method of the computation of rental,
  nor any other provision contained herein, nor any acts of the parties hereto,
  shall be deemed to create any relationship between the parties hereto other
  than the relationship of landlord and tenant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  47.
  Tenant further acknowledges that no rights, easements or licenses are
  acquired by Tenant by implication or otherwise, except as herein expressly
  set forth

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  48.
  Tenant warrants that Tenant is, and shall remain throughout the Term of this
  Lease, authorized to do business and in good standing in the State in which
  the Building is located. Tenant agrees, upon request by Landlord, to furnish
  Landlord satisfactory evidence of Tenant’s authority for entering into this
  Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  49.
  [Intentionally Omitted.]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  50.
  In the event Tenant requests from Landlord the written consent of Landlord to
  any proposed action for which this Lease requires such consent, Landlord may
  require (in addition to the payment of reasonable attorneys’ fees) the
  payment by Tenant of a fee representing the administrative cost incurred by
  Landlord in processing such request, regardless of whether such consent is granted.
  Such fee shall be payable by Tenant at the time such request is made by
  Tenant. However, if Landlord reasonably believes that the out-of-pocket costs
  payable to third parties to be incurred by Landlord in reviewing the proposed
  action or consent will exceed $1,000, Landlord will first notify Tenant of
  such cost estimate before proceeding with such third-party expenses. The time
  period for Landlord’s consent to the proposed action shall be tolled until
  such time as Tenant consents to such additional costs and expenses. If Tenant
  fails to consent to such additional costs and expenses within five business
  days after Landlord’s written notification to Tenant thereof, Tenant shall be
  deemed to have rescinded its request for such action or consent.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  51.
  Landlord shall have the right at any time to change the name or street
  address of the Building and to install and maintain a sign or signs on the
  interior or exterior of the Building.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  52.
  The parties acknowledge that the parties and their counsel have reviewed and
  revised this Lease and that the normal rule of construction to the
  effect that any ambiguities are to be resolved against the drafting party
  shall not be employed in the interpretation of this Lease or any exhibits or
  amendments hereto.

  
	
   

  	
   

  	
   

  
	
  RELOCATION

  	
   

  	
  53.
  [Intentionally Omitted].

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  54.  Compliance with Laws.  Landlord
  represents and warrants to Tenant that, to the current, actual knowledge of
  Landlord, the Building is in compliance with all applicable laws (including
  any restrictive covenants affecting the Building) in existence as of the date
  of this Lease. If at any time during the Term, the Building fails to comply
  with any law (including any restrictive covenants affecting the Building) and
  (including any restrictive covenants affecting the Building), Landlord shall
  (subject to the reimbursement of such costs on the terms and subject to the
  limitations contained in this Lease) take such action in connection therewith
  as may be (and within the time frame) required by law (including any
  restrictive

  



 


23





















 


	
   

  	
   

  	
  covenants
  affecting the Building) and thereafter diligently pursue such action until
  completion.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  55.  Internal Statute of Limitations.  Notwithstanding
  anything to the contrary in this Lease, any charges due to be paid by either
  Landlord or Tenant to the other party hereto, other than Basic Rental and any
  charges or other sums pertaining to the indemnity and insurance obligations
  of either party under this Lease, shall be deemed waived by the other party
  hereto unless invoiced to the party owing such amount prior to the expiration
  of twelve (12) months following the date such charges are due.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  56.  Attorneys’ Fees.  If
  there is any legal or arbitration action or proceeding between Landlord and
  Tenant to enforce any provision of this Lease or to protect or establish any
  right or remedy of either Landlord or Tenant hereunder, the unsuccessful
  party to such action or proceeding will pay to the prevailing party all reasonable,
  actual out-of-pocket costs and expenses paid or payable to third parties,
  including reasonable attorneys’ fees incurred by such prevailing party in
  such action or proceeding and in any appeal in connection therewith, and if
  such prevailing party recovers a judgment in any such action, proceeding or
  appeal, such costs, expenses and attorneys’ fees will be determined by the
  court or arbitration panel handling the proceeding and will be included in
  and as a part of such judgment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  57.  Landlord’s Default.  Landlord
  shall be in default under this Lease only if Landlord fails to perform any of
  its obligations within the time period provided for under this Lease, and
  such failure continues for 30 days after Tenant delivers to Landlord written
  notice specifying such failure; provided however, Landlord shall use
  reasonable efforts to commence such cure as soon as reasonably practicable
  following Tenant’s written notification and if such failure cannot reasonably
  be cured within such 30-day period, but Landlord commences to cure such
  failure within such 30-day period and thereafter diligently pursues the
  curing thereof to completion, then Landlord shall not be in default hereunder
  or liable for damages therefor; unless it is not fully cured within a reasonable
  time but in no event later than 150 days following receipt of written notice
  from Tenant of such failure Unless Landlord fails to so cure such default
  after such notice, Tenant shall not have any remedy or cause of action by
  reason thereof. If following the Commencement Date Landlord fails to perform
  its obligations within the time periods provided for in the previous
  sentences of this Section 57, then Tenant may reasonably and in a good
  and workmanlike manner perform such obligations and Landlord shall reimburse
  Tenant all reasonable and actual third-party, out-of-pocket costs reasonably
  and actually incurred by Tenant in connection with performing such
  obligations (other than those which would constitute a Basic Cost had
  Landlord performed such work, in which case, Landlord shall not be obligated
  to reimburse Tenant for the pro rata cost thereof) within 30 days after
  Tenant delivers to Landlord written demand therefor, accompanied by invoices
  substantiating Tenant’s claim. Nothing herein contained shall give or allow
  Tenant any right of offset or credit to or towards its monetary obligations
  under this Lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE REMAINDER OF THIS PAGE
  INTENTIONALLY LEFT BLANK.

  



 


24





















 


Effective as of the date first written above.


 


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pearson Fund
  III, L.P., 

  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Pearson Group Capital Management III, Inc. 

  A Texas corporation 

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Craig Nemec

  	
   

  
	
   

  	
   

  	
  Name: Craig Nemec

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Signed the 31st day of July, 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sonas Networks, Inc.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ellen B. Richstone

  
	
   

  	
   

  	
  Name:

  	
  Ellen B. Richstone

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
  Signed the 29th day of July, 2005

  
										



 


25





















 


EXHIBIT A-1


 


LEGAL DESCRIPTION OF LAND


 


BEING
a 4.214 acre tract of land situated in the Baurch Cantrell Survey, Abstract No. 625,
City of Richardson, Texas, Dallas County, Texas, and being all of LOT 2, BLOCK
1, of a Replat of Richardson Industrial Park East, according to the Map or Plat
recorded in Volume 67089, Page 3521, Map Records of Dallas County,
Texas.


 





















 


EXHIBIT A-2 – 1st Floor


 


DEPICTION OF PREMISES AND
FIRST FLOOR COMMON AREA


 


(Being attached for identification purposes
only.

Such depictions are expressly made WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY
KIND)


 





 





















 


EXHIBIT A-3 – 2nd Floor


 


DEPICTION OF PREMISES


 


(Being attached for identification purposes
only. 

Such depictions are expressly made WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY
KIND)


 





 





















 


EXHIBIT B


 


BUILDING RULES AND REGULATIONS


 


The following rules and regulations shall apply to the Premises,
the Building, the Parking Facilities associated therewith, the Land and the
appurtenances thereto:


 


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


 


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


 


3.                                       No signs, advertisements or notices shall be
painted or affixed on or to any windows or doors or other part of the Building
without the prior written consent of Landlord. No curtains or other window
treatments shall be placed between the glass and the Building standard window
treatments.


 


4.                                       Landlord shall provide and maintain an
alphabetical directory for all tenants in the main lobby of the Building and
Tenant shall be listed in the Building Directory on or before the Commencement
Date.


 


5.                                       Landlord shall provide all door locks in each
tenant’s leased premises, at Landlord’s cost, and no tenant shall place any
additional door locks in its leased premises without Landlord’s prior written
consent. Landlord shall furnish to each tenant a reasonable number of keys to
such tenant’s leased premises, at such tenant’s cost, and no tenant shall make
a duplicate thereof.


 


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


 


7.                                       Landlord may prescribe weight limitations and
determine the locations for safes and other heavy equipment or items, which
shall in all cases be placed in the Building so as to distribute weight in a
manner acceptable to Landlord, which may include the use of such supporting
devices as Landlord may require.   All
damages to the Building caused by the installation or removal of any property
of a tenant, or done by a tenant’s property while in the Building, shall be
repaired at the expense of such tenant.


 


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


 


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


 





















 


10.                                 To ensure orderly operation of the Building,
notice, mineral or other water, towels, etc. shall be delivered to any leased
area except by persons approved by Landlord, in its reasonable discretion.


 


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


 


12.                                 No machinery of any kind (other than normal
office equipment, four Precision air-conditioning units, and Uninterrupted
Power Supply equipment and other related equipment typical in large data
centers) shall be operated by any tenant in its leased area without Landlord’s
prior written consent, nor shall any tenant use or keep in the Building any
flammable or explosive fluid or substance.


 


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


 


14.                                 No vending or dispensing machines of any kind
may be maintained in any leased premises without the prior written permission
of Landlord.


 


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


 


16.                                 Building Hours:   Shall be 7:00 a.m. to 6:00 p.m.
Monday through Friday, and 8:00 a.m. to noon on Saturdays.


 





















 


EXHIBIT C


 


OPERATING EXPENSE ESCALATOR


 


1.                                       Tenant shall pay an amount (per each rentable
square foot in the Premises) equal to the excess (“Excess”)
from time to time of the actual Basic Cost per rentable square foot in the
Building over the actual Basic Cost per rentable square foot in the building
for the Base Stop Year (the “Expense Stop”).   Landlord may collect such amount in a lump
sum, to be due within 30 days after Landlord furnishes to Tenant the annual
cost statement, that is, a statement of Landlord’s actual costs, to be
furnished to Tenant by Landlord by April 1 of each calendar year or as soon
thereafter as practicable (“Annual Cost Statement”).
Alternatively, Landlord may make a good
faith estimate of the Excess to be due by Tenant for any calendar year or part
thereof during the Term, and, unless Landlord delivers to Tenant a revision of
the estimated Excess, Tenant shall pay to Landlord, on the Commencement Date
and on the first day of each calendar month thereafter, an amount equal to the
estimated Excess for such calendar year or part thereof divided by the number
of months in such calendar year during the Term. From time to time (but not more
than twice in any calendar year), Landlord may estimate and re-estimate the
Excess to be due by Tenant and deliver a copy of the estimate or re-estimate to
Tenant. Thereafter, the monthly installments of Excess payable by Tenant shall
be appropriately adjusted in accordance with the estimations so that, by the
end of the calendar year in question, Tenant shall have paid all of the Excess
as estimated by Landlord. Any amounts paid based on such an estimate shall be
subject to adjustment pursuant to Section 3 of this Exhibit when
actual Basic Cost is available for each calendar year.


 


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


 


(a)                                  Reasonable wages and salaries and management fees,
in each case, at market rates of all employees engaged in the operation,
repair, replacement, maintenance, and security of the Building, including
taxes, insurance and benefits relating thereto (all of the foregoing not to
exceed in the aggregate 5% of gross rents);


 


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


 


(c)                                  Cost of all actual capital improvements made to
the Building which although capital in nature can reasonably and demonstrably
be expected to reduce the normal operating costs of the Building, to the extent
of such reduction, as well as all capital improvements made in order to comply
with any law hereafter promulgated by any governmental authority, as amortized
over the period over which such improvements may be amortized for federal income
tax purposes;


 


(d)                                 Cost of all utilities, other than the cost of
utilities actually reimbursed to Landlord by the Building’s tenants;


 


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


 


(f)                                    All taxes and assessments and governmental
charges whether federal, state, county or municipal, and whether they be by
taxing or management districts or authorities presently taxing or by others,
subsequently created or otherwise, and any other taxes and assessments
attributable to the Building (or its operation), and the grounds, parking
areas, driveways, and alleys around the Building, excluding, however, federal
and state taxes on income (collectively, “Taxes”); if
the present method of taxation changes so that in lieu of the whole or any part
of any Taxes levied on the Land or Building, there is levied on Landlord a
capital tax directly on the rents received


 





















 


therefrom
or a franchise tax, assessment, or charge based, in whole or in part, upon such
rents for the Building, then all such taxes, assessments, or charges, or the
part thereof so based, shall be deemed to be included within the term “Taxes”
for the purposes hereof; and


 


(g)                                 Cost of repairs, replacements, and general
maintenance of the Building; and


 


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


 


(i)                                     There are specifically excluded from the
definition of the term “Basic Cost” costs and expenses.


 


(1)                                  for capital improvements made to the Building,
other than capital improvements described in Subsection 2(e) of this Exhibit and
except for items which, though capital for accounting purposes, are properly considered
maintenance and repair items, such as painting of common areas, replacement of
carpet in elevator lobbies, and the like;


 


(2)                                  for repair, replacements and general
maintenance paid by proceeds of insurance or by Tenant or other third parties,
and alterations attributable solely to tenants of the Building other than
Tenant;


 


(3)                                  for interest, amortization or other payments on
loans to Landlord, as maker;


 


(4)                                  for legal expenses, other than those incurred
for the general benefit of the Building’s tenants (e.g., tax disputes);


 


(5)                                  for renovating or otherwise improving space for
occupants of the Building or vacant space in the Building;


 


(6)                                  for overtime or other expenses of Landlord in
curing defaults or performing work expressly provided in this Lease to be home
at Landlord’s expense;


 


(7)                                  for federal income taxes imposed on or measured
by the income of Landlord from the operation of the Building;


 


(8)                                  for repair or replacement or other work
occasioned by exercise of the right of eminent domain (to the extent of the
costs and expenses for which Landlord actually receives a cash award);


 


(9)                                  for leasing commissions, advertising and other
promotional costs and expenses, attorneys’ fees, costs and disbursements and
other expenses incurred in negotiating or executing leases or in resolving
disputes with other tenants, other occupants, or other prospective tenants or
occupants of the Building, collecting rents or otherwise enforcing leases of
other tenants of the Building;


 


(10)                            for special services rendered to particular
tenants of the Building or that exclusively benefit another tenant or tenants
of the Building, including, without limitation, costs of tenant installations,
decorating expenses, redecorating expenses, or constructing improvements or
alterations to any tenant space, the costs of any janitorial cleaning service
or security services provided to other tenants which exceed the standard of
that provided to Tenant and costs in connection with services (including
electricity), items or other benefits of a type which are not standard for the
Building and which are not available to Tenant without specific charge
therefor, but which are provided to another tenant or occupant of the Building,
whether or not such other tenant or occupant is actually charged therefor by
Landlord;


 





















 


(11)                            for depreciation of the Building, the systems
related thereto (e.g., HVAC, elevators, electrical, plumbing, etc.) or the
equipment or tools used in connection therewith;


 


(12)                            incurred by Landlord for which Landlord is
actually reimbursed by parties other than tenants of the Building, including,
without limitation, insurance proceeds;


 


(13)                            for the initial construction of the Building,
including the correction of any structural construction defects;


 


(14)                            except for the management fee, of any overhead
or profit;


 


(15)                            of any amounts paid to any subsidiary or
affiliate of Landlord for services on or to the Building, parking garage or
related facilities and/or the Land on which the Building is situated, to the
extent of any portion of the cost of such services exceeds the reasonable costs
for such services rendered by persons or entities of similar skill, competence
and experience other than a subsidiary or affiliate of Landlord;


 


(16)                            of rental under any ground or underlying lease
or leases for the Land;


 


(17)                            except for the management fee, of Landlord’s
general overhead;


 


(18)                            of any compensation paid to clerks, attendants
or other persons in commercial concessions operated by Landlord, other than
with respect to the parking garage;


 


(19)                            for items and services for which Tenant
directly reimburses Landlord or pays to third persons with Landlord’s consent,
to the extent of such reimbursement or payment;


 


(20)                            of fines, penalties, and legal fees incurred
due to violations by Landlord, its employees, agents, contractors or assigns,
or any other tenant or occupant of the Building, of building codes, any other
governmental rule or requirement or the terms and conditions of any lease
pertaining to the Building;


 


(21)                            of management fees to the extent of any portion
of such fees which are unreasonable;


 


(22)                            of acquiring sculptures, paintings, wall
hangings or other objects of art;


 


(23)                            of wages, salaries, or other compensation paid
to any executive employees of Landlord above the level of property manager;
provided, further, if any employee of Landlord works on several buildings within
the area, including the Building, the costs and expenses connected with such
employee shall be allocated among such buildings by Landlord in accordance with
reasonable and consistent criteria;


 


(24)                            incurred in leasing air-conditioning systems,
elevators, or other equipment ordinarily considered to be of a capital nature
(other than on a temporary basis);


 


(25)                            associated with the removal or encapsulation of
asbestos or other hazardous or toxic substances;


 


(26)                            for repairs or maintenance which are covered by
warranties and service contracts, to the extent such maintenance and repairs
are made at no cost to Landlord;


 


(27)                            representing any amount paid for services and
materials to an affiliate of Landlord (i.e., persons or entities controlled by,
under common control with, or which control, Landlord) to the extent such
amount exceeds the amount that would reasonably be paid for such services or
materials were they rendered by an unaffiliated person, firm or corporation;


 





















 


(28)                            for amounts payable by Landlord by way of
indemnity or for damages or which constitutes a fine or penalty, including
interest or penalties for any late payment;


 


(29)                            for repairs necessitated by violations of law
in effect as of the date of the Lease;


 


(30)                            for property taxes and assessments which are
not properly allocable to the Building; without limiting the generality of the
foregoing, property taxes and assessments which are properly allocable to
undeveloped land shall be excluded from Basic Cost;


 


(31)                            of interest and penalties due to the late
payment of taxes, utility bills or other such costs except any interest or
penalties arising from late payments beyond Landlord’s control; and


 


(32)                            bad debt expenses and
charitable contributions and donations; and


 


(33)                            costs incurred as a result of the gross
negligence of Landlord.


 


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


 


4.                                       With respect to any calendar year or partial
calendar year in which the Building is not
occupied to the extent of 95% of the rentable area thereof, including calendar
year 2006 (if applicable), the Basic Cost for such period shall, for the
purposes hereof, be increased to the amount which would have been incurred had
the Building been occupied to the extent of 95% of the rentable area thereof.
The foregoing adjustment shall be applied only to those items of Basic Cost
which vary with the level of occupancy of the Building, and in particular,
shall not be applied to taxes described in Subsection 2(f) of this Exhibit C.  In no event shall Landlord be entitled to
recover more than one hundred percent (100%) of actual Basic Costs pursuant to
this Section.


 


5.                                       For purposes of calculating Excess under this Exhibit C, the Controllable Basic
Costs (defined below) for each calendar year after 2006
shall not increase by more than 106% over the Controllable Operating Costs for
the previous calendar year.   “Controllable Basic Costs” shall
mean all items of Basic Costs which are within the reasonable control of
Landlord; thus, excluding taxes, insurance, utilities, snow removal costs,
costs incurred to comply with governmental requirements, and other costs beyond
the reasonable control of Landlord.


 





















 


EXHIBIT D


 


SPECIAL
PROVISIONS


 


The following Special Provisions are hereby made a
part of the Lease Agreement, in all respects, and shall be read in context of
the Standard Lease Provisions as set forth and contained therein. In the event
of any express conflict between these Special Provisions and the Standard Lease
Provisions, then these Special Provisions shall control:


 


	
  1.               Right of First
  Refusal.

  	
   

  	
  If during the term of this Lease, Landlord receives
  a bona fide offer from a third party (the “Third
  Party Offer”) to execute a new lease for the lease of (a) the
  remaining portion of the first floor of the Building not included in the
  Premises or (b) any portion of the third floor of the Building
  (collectively, the “Refusal Space”)
  and Landlord is willing to accept the terms of such Third Party Offer,
  Landlord shall, provided that (a) no Event of Default then exists, and (b) Tenant
  occupies the Premises, offer to lease to Tenant the Refusal Space on the same
  terms and conditions as the Third Party Offer; such offer shall be in
  writing, specify the rent to be paid for the Refusal Space, contain the basic
  terms and conditions of the Third Party Offer and the date on which the
  Refusal Space shall be included in the Premises (the “Offer Notice”). Tenant
  shall notify Landlord in writing whether Tenant elects to lease the entire
  portion of the Refusal Space subject to the Third Party Offer on the same
  terms and conditions as the Third Party Offer in the Offer Notice within
  seven (7) business days after Landlord delivers to Tenant the Offer
  Notice. If Tenant timely elects to lease the Refusal Space within such seven (7) -
  business day period by written notice to Landlord, then Landlord and Tenant
  shall execute an amendment to this Lease effective as of the date the Refusal
  Space is to be included in the Premises, on the same terms as this Lease
  except (a) the Basic Rental shall be the amount specified in the Offer
  Notice (b) the term for the Refusal Space shall be that specified in the
  Offer Notice, (c) Tenant shall receive any tenant improvement allowance
  referenced in the Offer Notice with respect to the Refusal Space, and (d) other
  terms set forth in this Lease which are inconsistent with the terms of the
  Offer Notice shall be modified accordingly respecting the Refusal Space only.
  If Tenant fails to timely elect to Lease the Refusal Space or fails to
  execute the Amendment to the Lease consistent herewith within seven (7) business
  days of receipt of such from Landlord, then this right shall automatically
  terminate as to the portion of the Refusal Space covered by the applicable
  Third Party Offer only.

  
	
   

  	
   

  	
   

  
	
  2.               Monument Signage

  	
   

  	
  So long as (i) no Event of Default then exists,
  and (ii) Tenant occupies at the Premises, effective as of the
  Commencement Date signage shall be made available for Tenant on both sides of
  the existing monument in front of the Building in a manner consistent with
  the signage currently in place. Any such signage shall be at Tenant’s sole
  cost and subject to applicable governmental approvals and permits, and
  Landlord’s prior written approval, which shall not be unreasonably withheld,
  conditioned or delayed. Notwithstanding the foregoing.  Landlord shall have the right, at Landlord’s
  sole cost and expense, from time to time during the Term, as the same may be
  extended, to relocate and/or replace said signage with similar signage of
  equal or greater size and of equivalent or better location and visibility.
  Tenant’s sign panel or display shall be at least as large as any other panel
  or display of any other Tenant. In the event that the pertinent laws, rules,
  regulations or governmental authorities limit the number of designations that
  may be placed on the monument sign to one, then only the Building name shall
  be displayed thereon. In the event that the pertinent laws, rules,
  regulations and governmental authorities limit the

  



 





















 


	
   

  	
   

  	
  number of designations to be placed on the
  monument sign to two, then only the designation of the Building and the
  Tenant then occupying the greatest RSF in the Building shall be on the
  monument sign. Subject to the foregoing, Landlord shall use reasonable
  efforts to ensure that Tenant will have its name on the monument sign
  throughout the Lease Term.

  
	
   

  	
   

  	
   

  
	
  3.     Spandrel Signage

  	
   

  	
  So long as (i) no Event of Default then
  exists, and (ii) Tenant occupies at the Premises, effective as of the
  Commencement Date, and subject to regulatory approvals and Landlord’s prior
  written approval, which shall not be unreasonably conditioned, withheld or
  delayed, Tenant may install building signage above the 6th floor
  spandrel on the northwest side of the building facing Arapaho Road. Any such
  signage shall be at Tenant’s sole cost.

  
	
   

  	
   

  	
   

  
	
  4.     Finish Work
  Allowance

  	
   

  	
  The space will be provided in its “as-is”
  condition. Landlord shall provide Tenant with an allowance for the costs (“Finish Work Allowance Costs”) of
  hereafter constructing any tenant improvements in the Premises (including,
  without limitation, third party architectural and engineering fees with
  respect thereto) in an amount not to exceed $864,840.83
  (i.e., the product of (x)$32.59 per rentable
  square foot and (y) 26,537
  rentable square feet of the Premises) (the “Finish
  Work Allowance”). All construction and design costs for the
  Premises in excess of the Finish Work Allowance shall be paid for entirely by
  Tenant, and Landlord shall not provide any reimbursement therefor. The Finish
  Work Allowance, less 10% retainage, shall be disbursed as requisitioned by
  Tenant, but not more frequently than monthly, within thirty (30) days after
  Tenant’s submission of the requisition package. For each disbursement, Tenant
  shall submit a requisition package to Landlord with an itemization of the
  costs being requisitioned, a certificate by an officer of Tenant that all
  such costs are Finish Work Allowance Costs and have been incurred by Tenant,
  and appropriate back-up documentation including, without limitation, partial
  or full lien waivers (in a form reasonably approved by Landlord), invoices
  and bills (together with evidence of Tenant’s payment of such amounts, if
  Tenant does not request such
  invoices to be paid by joint check pursuant to the next sentence), and, upon
  completion of the work, such certificates of completion, final lien waivers,
  certificates of occupancy, and as-built plans as Landlord may reasonably
  require in light of the nature and scope of the work Notwithstanding the foregoing,
  at Tenant’s request, Landlord shall make disbursements of the Finish Work
  Allowance by check jointly payable to Tenant and Tenant’s general contractor
  with respect to the portion of the work then completed; provided however,
  that Landlord shall have no responsibility or Liability to Tenant or such
  contractor with respect to such work, including without limitation, the
  quality or completeness of such work or any warranties associated therewith.
  If the reasonably estimated cost of the work exceeds the Finish Work
  Allowance, Landlord reserves the right to make pro-rata disbursements of the
  Finish Work Allowance in the proportion that the Finish Work Allowance bears
  to the estimated cost of the work, subject to a final reconciliation upon
  completion of the work. Subject to the foregoing, Landlord shall disburse the
  retainage amount upon receipt of a final back-up documentation, within
  forty-five (45) days of completion of all the work. Landlord shall have no
  obligation to pay the Finish Work Allowance at any time (a) when Tenant
  is in default under the Lease (as amended hereby) beyond the expiration of
  any applicable notice or cure period or (b) with respect to any
  requisition submitted after the last day of the Sixth (6th) Lease
  Month. After the final completion of the work and the reconciliation of the
  Finish Work Allowance and the Finish Work Allowance Costs, Tenant may use any
  excess Finish Work Allowance for the payment of Rent hereunder or towards the
  cost of Tenant’s bona fide move-related expenses, furniture, and cabling
  costs respecting the Premises, and third party construction management
  services by

  



 





















 


	
   

  	
   

  	
  making written request for such final
  disbursement before the last day of the Sixth (6th) Lease Month,
  together with all appropriate back up documentation, and Landlord shall
  reimburse Tenant for the cost of the same within thirty (30) days of Tenant’s
  request therefor. Thereafter Landlord shall have no obligation for any unused
  portion of the Finish Work Allowance.

  
	
   

  	
   

  	
   

  
	
  5.     Early Termination:

  	
   

  	
  Provided no monetary Event of Default by Tenant
  then exists at the time of the exercise of the option that is the subject of
  this special provision, Tenant shall have the irrevocable right to terminate
  the Lease effective on the last day of the 36th Lease Month by
  delivering to Landlord written notice thereof (“Termination
  Notice”) no later than the last day of the 28th
  Lease Month accompanied by a Termination Fee (herein so called) in cash or
  its equivalent in an amount equal to the balance of as the effective date of
  such Termination of all unamortized Landlord’s Finish Work Allowance,
  brokerage commissions and costs for the purchase and installation of the
  Generator associated with the Lease, such costs to be amortized at a rate of
  nine percent (9%) over the initial Term of this Lease. Failing the timely
  delivery of the Termination Notice and or the Termination Fee, then the right
  herein provided shall automatically cease and expire.

  
	
   

  	
   

  	
   

  
	
  6.     Single Renewal
  Option:

  	
   

  	
  Tenant may renew this Lease for one additional
  period of five (5) years, provided there is not then an Event of Default
  by Tenant under the Lease, by delivering written notice of the exercise
  thereof to Landlord not later than six months before the expiration of the
  Term. The Basic Rental payable for each month during such extended Term shall
  be the prevailing rental rate (the
  “Prevailing Rental Rate”), at the
  commencement of such extended Term, for renewals of space in buildings
  comparable to the Building in the submarket in which the Premises are located
  of equivalent quality, size, utility and location, with the length of the
  extended Term and the credit standing of Tenant to be taken into account.
  Within 30 days after receipt of Tenant’s notice to renew, Landlord shall
  deliver to Tenant written notice of the Prevailing Rental Rate and shall
  advise Tenant of the required adjustment to Basic Rental, if any, and the
  other terms and conditions offered. Tenant shall, within twenty (20) days
  after receipt of Landlord’s notice, notify Landlord in writing whether Tenant
  accepts or rejects Landlord’s determination of the Prevailing Rental Rate. If
  Tenant timely notifies Landlord that Tenant accepts Landlord’s determination
  of the Prevailing Rental Rate, then, on or before the commencement date of
  the extended Term, Landlord and Tenant shall execute an amendment to this
  Lease extending the Term on the same terms provided in this Lease, except as
  follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)           Basic Rental shall
  be adjusted to the Prevailing Rental Rate;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)           Tenant shall have
  no further renewal option unless expressly granted by Landlord in writing;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)           Landlord shall
  lease to Tenant the Premises in their then-current condition, and Landlord
  shall not provide to Tenant any allowances (e.g., moving allowance,
  construction allowance, and the like) or other tenant inducements; provided,
  if such allowances have been taken into account in determining the Prevailing
  Rental Rate, then Landlord shall provide such allowances to Tenant; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)           The Expense Stop
  shall be adjusted to be the calendar year in which the extended Term
  commences (provided such adjustment is taken into account in

  



 





















 


	
   

  	
   

  	
  determining the
  Prevailing Rental Rate).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If Tenant rejects
  Landlord’s determination of the Prevailing Rental Rate and timely notifies
  Landlord thereof, Tenant may, in its notice to Landlord, require that the
  determination of the Prevailing Rental Rate be made by brokers. In such
  event, within 10 days thereafter, each party shall select a qualified
  commercial real estate broker with at least ten years experience in Leasing
  property and buildings in the city or submarket in which the Premises are
  located. The two brokers shall give their opinion of prevailing rental rates
  within 20 days after their retention. In the event the opinions of the two
  brokers differ and, after good faith efforts over the succeeding 20-day
  period, they cannot mutually agree, the brokers shall immediately and jointly
  appoint a third broker with the qualifications specified above. This third
  broker shall immediately (within five days) choose either the determination
  of Landlord’s broker or Tenant’s broker and such choice of this third broker
  shall be final and binding on Landlord and Tenant. Each party shall pay its
  own costs for its real estate broker. Following the determination of the
  Prevailing Rental Rate by the brokers, the parties shall equally share the
  costs of any third broker,

  
	
   

  	
   

  	
   

  
	
  7.     Satellite Dish/Riser:

  	
   

  	
  Subject to the terms set
  forth below, Landlord hereby grants Tenant a license to use a portion of the
  roof of the Building for the installation of up to two (2) communications
  antennae or satellite dish or other communications equipment for Tenant’s
  uses ancillary to the Permitted Use in the Premises (the “Satellite Dish”). The size,
  location, manner of placement, screening, installation specifications, and
  other particulars of the Satellite Dish shall be subject to the prior review
  and reasonable approval of Landlord. Tenant shall be responsible for
  obtaining all necessary permits, approvals, and operating licenses for such
  installation and shall pay all costs arising from the installation,
  maintenance, repair, and subsequent removal of the Satellite Dish, and repair
  and replacement of any disturbed roofing materials associated therewith. Similarly,
  subject to the terms set forth below, Landlord hereby grants Tenant a license
  to use a portion of the riser space situated at the Building for the
  installation of certain equipment for Tenant’s uses ancillary to the
  Permitted Use in the Premises. The size, location, manner of placement,
  screening, installation specifications, and other particulars of such
  equipment shall be subject to the prior review and reasonable approval of
  Landlord. Tenant shall be responsible for such installation and shall pay all
  costs arising from the installation, maintenance and repair of such equipment.

  
	
   

  	
   

  	
   

  
	
  8.     Generator

  	
   

  	
  Landlord, at its sole
  cost and expense, shall purchase, install and maintain in good working order
  throughout the Term, an approximate 500 Kva generator with a 2-hour fuel “day
  tank”, pursuant to written specifications as provided by Tenant, and subject
  to Landlord’s review and approval, for use by Tenant during the Term;
  provided however that Landlord shall also have the right to use such for its
  benefit and the benefit of the Building for essential building systems. Such
  installation shall include the generator pad, screening and conduit to the
  Premises. Conduit shall be adequate in size to accommodate wiring from a
  second generator if installed by Tenant, at its sole cost and expense, with
  the prior written approval of Landlord, if any. The location of the generator
  shall be mutually acceptable to Landlord and Tenant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon installation of the
  generator or contemporaneously therewith, Tenant may, at its sole cost and
  expense, perform the electrical testing of the generator and related systems,
  to its reasonable satisfaction. Landlord shall be responsible for, and shall
  timely perform, all other testing associated with the generator.

  



 





















 


	
   

  	
   

  	
  Landlord and Tenant shall
  use their best efforts in the installation and any testing of the generator,
  so that the generator will be installed and ready for use on or before
  November 1, 2005.

  
	
   

  	
   

  	
   

  
	
  9.     Furniture

  	
   

  	
  In addition to the Finish
  Work Allowance, Landlord shall provide Tenant with an allowance for the costs
  (“Furniture Allowance Costs”) of
  hereafter purchasing thirty (30) new Kimball “Reasons” cubicles and thirty
  (30) new “CUSP” task chairs, or, in each case, furniture of comparable
  quality, and otherwise furnishing up to three (3) conferences rooms with one
  (1) new or used conference table and up to twelve (12) new or used
  conference chairs for each of the three conference rooms within the Premises in
  an amount not to exceed $100,000.00
  (the “Furniture Allowance”). Prior
  to the acquisition of such furniture Tenant shall provide copies of the bids
  or other pricing for such furniture, and the type and cost of such shall be
  subject to Landlord’s review and approval, which approval shall not be
  unreasonably withheld, conditioned or delayed; and in the event Landlord does
  not approve or disapprove of any such bids within five (5) business days
  of Tenant’s submission thereof, then Landlord shall be deemed to have approved of such bid. Provided
  Landlord, has approved (or is deemed to have approved) the proposed furniture
  to be purchased, as provided in the foregoing, the Furniture Allowance shall
  be disbursed as requisitioned by Tenant, but not more frequently than
  monthly, within thirty (30) days after Tenant’s submission of the requisition
  package. For each disbursement, Tenant shall submit a requisition package to
  Landlord with an itemization of the costs being requisitioned, a certificate
  by an officer of Tenant that all such costs are Furniture Allowance Costs and
  have been incurred by Tenant, and appropriate back-up documentation
  including, without limitation, invoices and bills (together with evidence of
  Tenant’s payment of such amounts, if Tenant does not request such invoices to
  be paid by joint check pursuant to the next sentence). Notwithstanding the
  foregoing, at Tenant’s request, Landlord shall make disbursements of the
  Furniture Allowance by check jointly payable to Tenant and the furniture
  supplier with respect to the portion of the furniture then acquired. Landlord
  shall have no obligation to pay the Furniture Allowance at any time
  (a) when Tenant is in default under the Lease (as amended hereby) beyond
  the expiration of any applicable notice or cure period or (b) with
  respect to any requisition submitted after the last day of the Sixth (6th)
  Lease Month. Thereafter Landlord shall have no obligation for any unused
  portion of the Furniture Allowance. All furnishings purchased with the
  Furniture Allowance shall be and remain the property of Landlord, provided
  however, that during the Term, Tenant shall lease and have the right to use
  such furniture, in partial consideration of the Basic Rental provided for
  herein, and provided that Tenant during the Term of the Lease shall be
  responsible for any and all business personal property taxes assessed
  respecting such furniture.

  
	
   

  	
   

  	
   

  
	
  10.   Security System

  	
   

  	
  Landlord will make its
  card-key access system available to Tenant so that Tenant may secure the
  Premises via the card-key access system and access the exterior security
  cameras (to the extent such cameras are operational).

  
	
   

  	
   

  	
   

  
	
  11.   Tenant Audit of Excess

  	
   

  	
  Tenant, at its expense,
  shall have the right upon fifteen (15) business days advance written notice,
  to inspect Landlord’s books and records relating to the Lease and the Building
  for any year in which Excess charges are due, any such inspection to be
  conducted at Landlord’s building manager’s office, during normal business
  hours; provided, however Landlord agrees to reimburse Tenant for the costs of
  any such inspection conducted by or for it in the event the inspection
  reflect that the Excess charged to Tenant by Landlord hereunder for the
  period of time covered by such

  



 





















 


	
   

  	
   

  	
  inspection shall have been overstated by seven
  (7%) or more. If such audit or inspection reveals that an error was made in
  the Excess previously charged to Tenant, Landlord shall refund to Tenant any
  overpayment of any such costs within 30 days of notification thereof. Any
  such inspection must cover a period within twenty-four (24) months prior to
  the then current calendar year, any objections to charges prior thereto being
  conclusively presumed to have been waived.

  
	
   

  	
   

  	
   

  
	
  12.   Permitted
  Equipment

  	
   

  	
  Any provision of Section 12 of the Building
  Rules and Regulations to the contrary notwithstanding. Tenant may use and
  operate in the Premises four (4) Precision air-conditioning units, and
  Uninterrupted Power Supply equipment and other related equipment typical in
  large data centers, subject to the other terms and provisions as provided in
  this Lease.

  
	
   

  	
   

  	
   

  
	
  13.   Building Hours

  	
   

  	
  Any provision of Section 16 of the Building
  Rules and Regulations to the contrary notwithstanding, the Building
  Hours, for purposes of this Lease shall be 7:00 a.m. to

  7:30 p.m. Monday through Friday, and 8:00 a.m. to 1:00 p.m. on
  Saturdays.

  
	
   

  	
   

  	
   

  
	
  14.   Landlord’s
  Remedial ADA Compliance

  	
   

  	
  Landlord covenants and agrees to commence within
  45 days of the Effective Date to commence and diligently pursue to completion
  the installation, remediation or repair of the ADA compliance matters set
  forth on Exhibit D-1 hereto.

  



 





















 


Exhibit D-1


ADA Compliance Matters


 


Women’s Restroom


 


1.             Accessible signage
on front door to be relocated to strike side of door at 60” a.f.f. 


2.             Entrance door to
restroom is not accessible on the pull side. 


3.             ADA/TAS stall door
to be 4” max. from side stall wall (it is currently at 7”). 


4.             Coat book on women’s
ADA/TAS stall is mounted at 53” a.f.f. Needs to be mounted at 48” a.f.f. 


5.             Women’s ADA/TAS
water closet is not at an accessible height or distance from closest side wall.
Relocate to 1’-6” from side wall and at 17” – 19” a.f.f. to top of rim. 


6.             Provide new women’s
rear grab bar (to be 36” minimum, is at 30” currently). 


7.             Lavatory apron is
26-1/2” a.f.f. and needs to be 29” a.f.f.
minimum for required ADA/TAS knee clearance. 


8.             Kneespace under
lavatory is not clear 8” deep X 27” high required ADA/TAS clearance because of
existing angled panel. 


9.             Paper towel
dispenser / trash receptacle is mounted too high. Relocate so that paper towel
dispenser height is at 48” a.f.f.


 


Men’s Restroom


 


1.             Accessible signage
on front door to be relocated to strike side of door at 60” a.f.f. 


2.             Entrance door is not
accessible on the pull side. 


3.             Men’s ADA/TAS water
closet is not at an accessible distance from closest side wall. Relocate water
closet to 1’-6” from side wall. 


4.             Existing urinal does
not meet the 14” deep TAS requirement. Provide new urinal and mount per ADA/TAS
requirements. 


5.             Cut privacy panel
between urinals back to 24” deep maximum (or width will have to increase to 32”
wide. Stall is currently at 30-1/2” wide). 


6.             Paper towel
dispenser projects 4-1/4” from wall and is mounted 50” to paper towel
dispenser. Provide new paper towel dispenser which projects 4” max. from wall
and mount at 48” a.f.f. to paper towel dispenser. 


7.             Lavatory apron is
26-1/2” a.f.f. and needs to be at 29” a.f.f. minimum for required ADA/TAS knee
clearance. 


8.             Kneespace under
lavatory is not have 8” deep X 27” high required ADA/TAS clearance because of
existing angled panel.


 


Breakroom
millwork


 


1. Front vertical apron at accessible sink
meets ADA/TAS knee clearance height, however, horizontal and sloped panel
beyond is impeding on the 8”
deep X 27” high required knee space.


 





















 


EXHIBIT E


 


PARKING


 


Parking Spaces.


 


Landlord hereby grants to Tenant and persons
designated by Tenant a license for the duration of the Term to use up to one hundred and four (104)
unreserved surface
parking spaces and twenty (20) reserved
covered vehicle parking space (as Landlord shall determine) in that certain
surface parking lot facility (the “Parking Facilities”) owned by
Landlord adjacent to the Building, for the initial Term of the Lease, subject
to its early termination as provided in this Lease, and subject to such terms,
conditions and regulations as are from time to time applicable to patrons of
the Parking Facilities.


 


During such initial Term, there shall be a
charge of $0.00 (plus tax) per month per unreserved parking space and a
charge of $0.00 (plus tax) per month per reserved parking space, for the
parking spaces designated above, whether or not Tenant utilizes such parking
spaces. No deductions from the monthly charge will be made for days on which
the Parking Facilities or any particular parking space is not used by Tenant.


 


After the initial Term, Tenant may continue
such license, subject to the payment of the then prevailing fees generally
charged by Landlord for such parking spaces, and subject to such terms,
conditions and regulations as are from time to time applicable to patrons of
the Parking Facilities.


 


Tenant may not assign its licenses without
the prior written approval of Landlord, which shall not be unreasonably
withheld, conditioned or delayed.


 


Control of Parking.


 


Tenant shall at all times comply with all
applicable ordinances, rules, regulations, codes, laws, statutes and
requirements of all federal, state, county and municipal governmental bodies or
their subdivisions respecting the use of the Parking Facilities. Landlord
reserves the right from time to time to adopt, modify and enforce reasonable rules governing
the use of the Parking Facilities, including any key-card, sticker or other
identification or entrance system, and hours of operation. Landlord may refuse
to permit any person who violates such rules to park in the Parking
Facilities, and any violation of the rules will subject the car to removal
from same.


 


Liability.


 


The unreserved parking spaces hereunder will
be provided on an unreserved “first-come, first-served” basis. Tenant
acknowledges that Landlord has or may arrange for the Parking Facilities to be
operated by an independent contractor, not affiliated with Landlord. Tenant
agrees to look first to its insurance carrier and to require that Tenant’s
employees look first to their respective insurance carriers for payment of any losses
sustained in connection with any use of the Parking Facilities. Tenant hereby
waives on behalf of Tenants insurance carriers all rights of subrogation
against Landlord or Landlord’s agents. Landlord reserves the right to assign
specific spaces, and to reserve spaces for visitors, small cars, handicapped
persons and for other tenants, guests of tenants or other parties, and Tenant
and persons designated by Tenant hereunder will not park in any such assigned
or reserved spaces. Landlord also reserves the right to close all or any
portion of the Parking Facilities on a temporary basis (as necessary) in order
to make repairs or perform maintenance services, or to alter, modify, restripe
or renovate the Parking Facilities, or if required by casualty, strike,
condemnation, act of God, governmental law or requirement or other reason
beyond Landlord’s reasonable control. If, for any other reason, Tenant or
persons properly designated by Tenant, are denied access to the Parking
Facilities and Tenant or such persons will have complied with this Exhibit E. Landlord’s liability will be limited to parking charges (excluding
tickets for parking violations) incurred


 





















 


by Tenant or such persons in utilizing
alternative parking, which amount Landlord will pay upon presentation of
documentation supporting Tenant’s claims in connection therewith.


 


Landlord shall use
reasonable efforts to monitor the use of reserved parking spaces by the
licenses entitle to use of such, but shall have no liability whatsoever in this
regard.


 


Default Remedies.


 


If Tenant defaults under this Exhibit E, Landlord will have the right to remove from the Parking Facilities any
vehicles hereunder which are involved or are owned or driven by parties involved
in causing such default, without liability there for whatsoever. In addition,
if Tenant defaults under this Exhibit E, then, Landlord will have
the right to cancel Tenant’s reserved parking spaces after ten (10) days’
written notice, provided Tenant does not cure such within that time period; such
cancellation to continue in any event until such matter has been cured. If
Tenant defaults with respect to the same term or condition under this Exhibit E,
more than three (3) times during any twelve (12) month period, the next
default of such term or condition, will, at Landlord’s election, constitute a
default of the parking arrangements and the person or persons causing such
default shall no longer have access to any of the Parking Facilities.


 





















 


EXHIBIT F


 


INTENTIONALLY DELETED


 





















 


EXHIBIT G


 


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


THIS
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the “Agreement”) is
made as of the
              
day of
                     ,
200   , by and between BANK OF TEXAS, N.A. having an address at 5956 Sherry Lane, Suite 1100, Dallas, Texas 75225 (“Lender”)
and SONUS NETWORKS, INC., a Delaware corporation, having an address at 1130 East
Arapaho Road, Suite          ,
Richardson, Texas 75081 (“Tenant”).


 


RECITALS:


 


A.            Tenant is the holder
of a leasehold estate in a portion of the property described on Exhibit “A”
(the “Property”) under and pursuant to the provisions of a certain lease dated
the
              
day of          , 2005 between
PEARSON FUND III, L.P., a Texas limited partnership, as landlord, and Tenant,
as tenant (the “Lease”);


 


B.            PEARSON FUND III,
L.P., a Texas limited
partnership (“Landlord”) is the current holder of the “Landlord’s” interest in
the Lease;


 


C.            The Property is or
is to be encumbered by one or more mortgages, deeds of trust, deeds to secure debt
or similar security agreements (collectively, the “Security Instrument”) in
favor of or to be assigned to Lender; and


 


D.            Tenant has agreed to
subordinate the Lease to the Security Instrument and to the lien thereof and Lender
has agreed to grant non-disturbance to Tenant under the Lease on the terms and
conditions hereinafter set forth.


 


AGREEMENT:


 


NOW, THEREFORE, the parties hereto mutually
agree as follows:


 


1.             Subordination. The
Lease shall be subject and subordinate in all respects to the lien and terms of
the Security Instrument, to any and all advances to be made there under and to
all renewals, modifications, consolidations, replacements and extensions
thereof.


 


2.            Non-disturbance. So
long as Tenant pays all rents and other charges as specified in the Lease and
is not otherwise in default (beyond applicable notice and cure periods) of any
of its obligations and covenants pursuant to the Lease, Lender agrees for
itself and its successors in interest and for any purchaser of the Property
upon a foreclosure of the Security Instrument, that Tenant’s possession of the
premises as described in the Lease will not be disturbed during the term of the
Lease, as said term may be extended pursuant to the terms of the Lease or as
said premises may be expanded as specified in the Lease, by reason of a
foreclosure. For purposes of this agreement, a “foreclosure” shall include (but
not be limited to) a sheriff’s or trustee’s sale under the power of sale
contained in the Security Instrument, the termination of any superior lease of
the Property and any other transfer of the Landlord’s interest in the Property
under peril of foreclosure, including, without limitation to the generality of
the foregoing, an assignment or sale in lieu of foreclosure.


 


3.             Attornment. Tenant
agrees to attorn to, accept and recognize any person or entity which acquires the
Property through a foreclosure (an “Acquiring Party”) as the landlord under the
Lease for the then remaining balance of the term of the Lease, and any
extensions thereof as made pursuant to the Lease. The foregoing provision shall
be self-operative and shall not require the execution of any further instrument
or agreement by Tenant as a condition to its effectiveness. Tenant agrees,
however, to execute and deliver, at any time and from time to time, upon the
request of the Lender or any Acquiring Party any reasonable instrument which
may be necessary or appropriate to
evidence
such attornment.


 





















 


4.             No Liability.
Notwithstanding anything to the contrary contained herein or in the Lease, it
is specifically understood and agreed that neither the Lender, any receiver or
any Acquiring Party shall be:


(a)   liable for any act,
omission, negligence or default of any prior landlord (other than to cure
defaults of a continuing nature with respect to the maintenance or repair of
the demised premises or the Property); provided, however, that any Acquiring
Party shall be liable and responsible for the performance of all covenants and
obligations of landlord under the Lease accruing from and after the date that
it takes title to the Property; or


(b)   except as set forth
in (a), above, liable for any failure of any prior landlord to construct any
improvements;


(c)   subject to any offsets, credits, claims or
defenses which Tenant might have against any prior landlord; or


(d)   bound by any rent or additional rent which is
payable on a monthly basis and which Tenant might have paid for more than one (1) month
in advance to any prior landlord;


(e)   bound by any cancellation, surrender,
amendment or modification of the Lease or release of liability thereunder not
expressly consented to in writing by Lender or otherwise permitted by the
Security Instrument in each instance, except, for those cancellations,
surrenders, amendments or modifications contemplated in the Lease or permitted
to be made without Lender’s consent pursuant to the terms of the loan documents
between Lender and Landlord, or


(f)    be liable to Tenant hereunder or under the
terms of the Lease beyond its interest in the Property.


 


Notwithstanding the
foregoing, Tenant reserves its rights to any and all claims or causes of action
against such prior landlord for prior losses or damages and against the
successor landlord for all losses or damages arising from and after the date
that such successor landlord takes title to the Property.


 


5.            Rent. Tenant has
notice that the Lease and the rents and all other sums due thereunder have been
assigned in writing to Lender as security for the loan secured by the Security
Instrument. In the event Lender notifies Tenant of the occurrence of a default
under the Security Instrument and demands that Tenant pay its rents and all
other sums due or to become due under the Lease directly to Lender, Tenant
shall honor such demand and pay its rent and all other sums due under the Lease
directly to Lender or as otherwise authorized in writing by Lender. Landlord
hereby irrevocably authorizes Tenant to make the foregoing payments to Lender
upon such notice and demand.


 


6.            Lender to Receive
Notices. Tenant shall notify Lender of any default by Landlord under the Lease which
would entitle Tenant to cancel the Lease, and agrees that, notwithstanding any
provisions of the Lease to the contrary, no notice of cancellation thereof
shall be effective unless Lender shall have received notice of default giving
rise to such cancellation and shall have failed within thirty (30) days after
receipt of such notice to cure such default, or if such default cannot be cured
within thirty (30) days, shall have failed within thirty (30) days after receipt
of such notice to commence and thereafter diligently pursue any action
necessary to cure such default.


 


7.            NOTICES. All notices
or other written communications hereunder shall be deemed to have been properly
given (i) upon delivery, if delivered in person with receipt acknowledged
by the recipient thereof, (ii) one (1) Business Day (hereinafter
defined) after having been deposited for overnight delivery with any reputable overnight
courier service, or (iii) three (3) Business Days after having been
deposited in any post office or mail depository regularly maintained by the
U.S. Postal Service and sent by registered or certified mail, postage prepaid, return
receipt requested, addressed to the receiving party at its address set forth
above, and:


 


if to Tenant:


 


Sonus Networks, Inc.


1130 East Arapaho Road, Suite 200


Richardson, Texas 75081


Attn:


Telephone:


Fax:


 





















 


with a copy to:


 


Sonus Networks, Inc. 


250 Apollo Drive 


Chelmsford, MA 01824


Attn:


Telephone:


Fax:


 


if to Lender:


 


Bank of Texas, NA


5956 Sherry Lane, Suite 1100


Dallas, Texas 75225


Attn: Kimberly (Kim) W. Kittle, Vice
President


kkittle@mail.bokf.com


Telephone: 214.987.8842 direct


Fax:


 


or addressed as such party may from time to
time designate by written notice to the other parties. Either party by notice
to the other may designate additional or different addresses for subsequent
notices or communications. For purposes of this Section 7, the term “Business
Day” shall mean any day other than Saturday, Sunday or any other day on which
banks are required or authorized to close in Dallas County, Texas. Either party
by notice to the other may designate additional or different addresses for
subsequent notices or communications.


 


8.             Successors. The
obligations and rights of the parties pursuant to this Agreement shall bind and
inure to the benefit of the successors, assigns, heirs and legal
representatives of the respective parties.


 


9.             Duplicate Originals;
Counterparts. This Agreement may be executed in any number of duplicate originals
and each duplicate original shall be deemed to be an original. This Agreement
may be executed in several counterparts, each of which counterparts shall be
deemed an original instrument and all of which together shall constitute a
single agreement.


 


10.           Transfer of
Loan/Servicing. Lender may sell, transfer and deliver the Note and assign the
Security Instrument, this Agreement and the other documents executed in
connection therewith to one or more Investors (as defined in the Security
Instrument) in the secondary mortgage market or otherwise. Lender may also
retain or assign responsibility for servicing the loan evidenced by the Note,
or may delegate some or all of such responsibility and/or obligations to a
servicer including, but not limited to, any subservicer or master servicer, on
behalf of the Investors. All references to Lender herein shall refer to and
include any such servicer to the extent applicable. Lender may disclose the
terms of this Agreement, the identity of Tenant or any principal of Tenant, or
any financial information regarding Tenant or any principal of Tenant, to any
Investor or potential Investor.


 


IN WITNESS WHEREOF,
Lender, Landlord and Tenant have duly executed this Agreement as of the date
first above written.


 


	
  LENDER:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Its:

  	
   

  
			



 





















 


	
  STATE OF

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF

  	
  )

  



 


On the          day
of               ,
in the year 200    , before me, the undersigned, a Notary
Public in  and for said State, personally appeared                       ,
personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me
that said person executed the same in said person’s capacity as                                    
of                      ,
and that by said person’s signature on the instrument, said corporation
executed the instrument.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 





















 


	
  TENANT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


	
  STATE OF TEXAS

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF

  	
  )

  



 


The foregoing
instrument was acknowledged before me this               day
of
                 ,
2005, by
                   
the
                   
of
                                          ,
a
                                 ,
on behalf of the
                         .


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 





















 


The undersigned accepts and agrees to

the provisions of Section 5 hereof:


 


	
  LANDLORD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
				



 


	
  STATE OF TEXAS

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF

  	
  )

  



 


This instrument was
acknowledged before me  this         day
of                                   ,
2005, by                            
..


 


	
  My commission expires:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Seal)

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT A

to SNDA


 


LEGAL DESCRIPTION


 





















 


EXHIBIT H



INTENTIONALLY DELETED


 





















 


EXHIBIT I



JANITORIAL SPECIFICATIONS


 


CLEANING SPECIFICATIONS


 


Cleaning services are to be provided five (5) days
a week unless otherwise specified. Cleaning hours are Sunday through Thursday
between 6:00 p.m. and before 7:00 a.m. The cleaning specifications
are as follows:


 


I.              OFFICE
AREAS


 


A.        Daily


 


1.     Dust and wipe clean
all furniture, fixtures, shelving, and cabinets. Note: Desks with loose papers
on the top will not be cleaned.


2.     Spot clean all
vertical desk surfaces.


3.     Office wastepaper
will be emptied. Liners will be replaced as required.


4.     Vacuum carpet in
offices as needed; moving light furniture other than desks, file cabinets, etc.
Remove any spot on carpet, when possible.


5.     Dust and spot mop
all resilient tile floor areas. All floor edges will be damp mopped.


6.     All telephones will
be cleaned and sanitized, if possible.


7.     Spot clean all
surfaces and columns. All glass partitions will be spot cleaned.


8.     Wipe metal door
knobs, light switch plates, mirrors, kick plates, door saddles and directional signs.


9.     Vacuum all traffic
areas daily.


 


B.         Weekly


 


1.     Dust and clean all
paneling, door frame, ornamental work, grilles, ventilating louvers, baseboards
and entire doors.


2.     Dust all mini-blinds


 


C.         Monthly


 


1.     Complete all high
dusting.


2.     Dust and wipe clean all air diffusers and ceiling ventilators.


3.     Resilient tile
floors will be buffed.


 


II.            RESTROOMS


 


A.        Daily


 


1.     Restroom floors are
to be swept and washed with disinfectant.


2.     Basins, toilets
bowls and urinals are to be washed and disinfected.


3.     Clean and disinfect
both sides of every toilet seat.


4.     Mirrors, shelves,
plumbing work, bright work, and enamel surfaces will be wiped down.


5.     Remove spots,
stains, splashes from all wall areas, doors, door frames, light switches, etc.


6.     Waste receptacles
will be emptied and cleaned. Soap, toilet, paper, toilet seat cover, towel, and
sanitary napkin/tampon dispensers will he filled.


7.     Tile walls and
dividing partitions will be spot cleaned.


8.     Dust top of all
toilet partitions.


 


B.         Weekly


 


1.     Tile walls and dividing
partitions will be washed and disinfected thoroughly.


 





















 


2.         Resilient tile
floors will be buffed twice per month.


 


C.         Monthly


 


1.         Thoroughly scrub
floors. Pay special attention to corners and edges, base of walls and grouting.


 


III.           COMMON
AREAS, KITCHEN AREA, BREAK AREA


 


A.        Daily


 


1.     All hard surface
floors are to be swept and/or dust mopped with dust control treated mops or
other effective tools, and left clean and free of dust (includes cove base
and/or carpet caps).


2.     Carpets are to be
vacuumed and spot cleaned.


3.     Main lobby floors
are to be wiped and washed.


4.     Spot clean all walls
where possible, dust floor to ceiling as needed.


5.     Clean entrance
glass. Clean entrance doors. Polish thresh plates.


6.     Clean directory
board.


7.     Waste receptacles are
to be emptied.


8.     All water fountains
are to be sanitized and polished.


9.     Lobby furniture is
to be dusted and vacuumed.


10.   Stairwell is to be
swept and mopped.


11.   All interior glass
is to be spot cleaned.


12.   All table tops,
counters and sinks in kitchen and break area will be cleaned. Vending machines
and ice makers will be wiped clean with a damp cloth.


 


B.         Weekly


 


1.     Dust and clean all
paneling, ornamental work, grilles, ventilating louvers, baseboards and entire
doors.


2.     Resilient tile
floors will be buffed twice per month.


 


C.         Monthly


 


1.     Complete all high
dusting.


2.     Dust and wipe clean
all air diffusers and ceiling ventilators.


 


D.         Quarterly


 


1.     Scrub and refinish
all resilient tile floor areas.


 


E.         Semi-Annually


 


1.     Strip and refinish
all resilient floor areas.


 





















 


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