EXHIBIT 10.20


OFFICE
LEASE


ARTICLE 1 

DEFINITIONS AND CERTAIN BASIC
PROVISIONS


          1.1     The
following list sets out certain defined terms and certain financial and other information pertaining to this lease and such
defined terms shall, as used in this lease, have the meanings set forth below:


	
 

	
 


	
 

	

             (a)     “Landlord”:
SLTS GRAND AVENUE, L.P., a Texas
limited partnership 


	
 

	
 


	
 

	
             (b)     Landlord’s
address: c/o Cooper & Stebbins,
  L.P., 1256 Main Street, Suite 240, Southlake, Texas 76092.


	
 

	
 


	
 

	

             (c)     “Tenant”:
QUALITY SYSTEMS INC., a California
corporation, d/b/a QSI, Inc. 


	
 

	
 


	
 

	
             (d)     Tenant’s
  address: 18191 Von Karman Ave., #450, Irvine, CA 92612


	
 

	
 


	
 

	
             (e)     Tenant’s
trade name: “Nextgen” Healthcare Information
  Systems


	
 

	
 


	
 

	
             (f)     Tenant’s
Guarantor(s): None


	
 

	
 


	
 

	
             (g)     “Agent”:
Jennifer Gray, Integrity Commercial
  Real Estate


	
 

	
 


	
 

	
             (h)    “Cooperating
Agent”:
  Jim Kerns, Kern Olsen Real Estate Services








	
 

	
 


	
 

	

             (i)     “Project”:
Grand Avenue District in Southlake
Town Square, located in the City of
Southlake, Tarrant County, Texas, such term includes the Office Building and
all Common Areas shown on Exhibit
“A”. The adjacent Town Square development presently consists of approximately
50 acres of land and approximately 560,000 square feet of mixed use improvements thereon. The planned Grand Avenue
District is shown on Exhibit “A” attached to this lease. Exhibit
“A-l” indicates the current plans for the first stage of development of
the Grand Avenue District, which will
include the buildings shown. Subsequent stages are projected to include additional buildings, including, but
not limited to, those additional buildings shown on Exhibit “A”. The larger Southlake Town Square development
(current and projected
are as noted thereon) is shown on Exhibit “A-2”. Exhibits “A”, “A-l” and
“A-2” indicate the current plans for development of the Project and for
the larger Southlake Town Square development (which plans may change from time to time). Subsequent stages
and phases are projected to include additional buildings and additional land
area within the Project boundary shown on Exhibits “A” and “A-2,” including, but not limited to, those
additional
buildings shown on Exhibits “A” and “A-2”. With regard to Exhibits “A”, “A-l”,
and “A-2”, the parties agree that the exhibits are attached solely for the purpose of locating the Project and the
Demised Premises within the Project and that no representation, warranty, or covenant is to be
implied by any other information shown on the exhibit (e.g., any information
as to buildings, tenants or prospective tenants, etc. is subject to change
at any time). Tenant acknowledges that the Project is a mixed use project
combining retail and office space and that
the building in which the Demised Premises is located contains both retail and office uses. For the purposes of
this lease, the second and, if applicable, third floor of the building in which the Demised Premises
is located, together with the lobby on the first floor serving such floor(s) and the elevators,
mechanical, electrical and plumbing systems serving such floor(s) are referred to as the “Office Building.” The lobbies and common corridors and restrooms located within the Office Building
(other than corridors and restrooms located entirely within or serving only one tenant’s space) are
referred to in this lease as the “Office Building Common Area.” The common corridor on the first
floor (as opposed to the lobby on the first floor) is part of the Common Area of the Project and is not part of
the Office Building Common Area.  


	
 

	
 


	
 

	
             (j)     “Demised
  Premises”: an office unit in the Project containing approximately 2,556 square feet in usable area (measured by
  calculating lengths and widths to the exterior of outside walls and to the center of interior
  walls) and being conclusively deemed to contain 2,939 square feet of rentable area, being located on
  the second floor of Building GA2 of the Project at 286 Grand Avenue, Suites 201 and 215, Southlake,
  Tarrant County, Texas, and being described or shown on Exhibit “B”
  attached to this lease. Landlord and Tenant are each entitled, within five (5) days after the Commencement Date to
  re-measure the Demised Premises. If the Demised Premises does not contain
  2,556 usable square feet, the re-measuring party is entitled, within such five (5) day period, to notify the other party
  of such fact, which notice must show the results of













	
 

	
 


	
 

	
such re-measurement and must
  include the name of the architect who re-measured the space and copies of such architect’s worksheets and
  computations. If either Landlord or Tenant does not send such notification within such five (5) day
  period, then the party that does not send such notification will be deemed to
  have waived the right of re-measurement. If they both fail to send the
  notice, then they both will be deemed to have waived the right of
  re-measurement and the Demised
  Premises will be deemed for all purposes to contain 2,556 usable square feet.
  If one party sends the notification
  of measurement discrepancy within such five (5)-day period, then the party so
  notified will have five (5) days after the receipt of such notice in which to
  re-measure the Demised Premises and provide a written response to the first
  party indicating that it either accepts or rejects that party’s re-measurement figures, which response must
  show the results of such re-measurement and must include the name of the
  architect who re-measured the space for the responding party and copies of such architect’s worksheets and
  computations. Should the party to
  whom such notice was sent fail to respond as set forth in the
  immediately-preceding sentence, then it will be deemed to have accepted the
  other party’s measurement for all purposes under this lease. If, on
  the other hand, such party notifies the other party in accordance with the requirements of this paragraph that it does not
  accept such other party’s calculations, then Tenant and Landlord must select another, independent
  architect to re-measure the Demised Premises and such architect’s measurement will be binding
  unless it varies from either of the other two (2) measurements by more than two percent (2%), in
  which event the average of the two measurements
  that are numerically closest will be deemed to be the total square footage of
  the Demised Premises for all
  purposes under this lease. In the event that the final determination of the total usable square footage of the Demised
  Premises is not the same as the approximate total usable square footage of the Demised Premises
  set forth in the first sentence of this Section 1.1(j), then the number of rentable square feet in the
  Demised Premises will be calculated by multiplying the number of usable square feet in the Demised Premises
  by 115% and all terms and provisions
  of this lease will automatically be altered in proportion to the change in
  such square footage without the
  need for any further documentation, although each party agrees to execute an amendment to this lease (in form and content
  mutually and reasonably satisfactory to Landlord and Tenant) reflecting such changes within ten
  (10) days after the other party delivers to it a written lease amendment reflecting such changes,
  with a request for execution.


	
 


	
 

	
             (k)     “Commencement
  Date”: the earlier of (i) the date upon which Landlord substantially completes Landlord’s Work as
  described in Exhibit “C” or (ii) the date upon which Tenant opens for
  business at the Demised Premises. Landlord estimates that it will
  substantially complete Landlord’s Work on or about sixty (60) days after the
  date of this lease.


	
 


	
 

	

             (1)      Lease
Term: Commencing on the Commencement Date and ending on the last day of the
month in which the fifth (5th) anniversary of the Commencement
Date occurs (“Expiration Date”). 


	
 


	
 

	
             (m)     Guaranteed
  rental: Tenant must pay to Landlord monthly an amount determined by multiplying the total number of square feet
  of rentable area within the Demised Premises by the applicable rental rate set forth below and
  then dividing such product by twelve (12):








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Period

	
 

	
Annual Rental 

  Rate per 

  Square Foot

	
 


	


	
 

	
 

	



	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Commencement Date through (and
including) the 12th full month of the term

	
 

	
 

	
$

	
27.00
  

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
13th full month of
the term through (and including) the 24th full month of the term

	
 

	
 

	
$

	
27.00
  

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
25th full month of
the term through (and including) the 36th full month of the term

	
 

	
 

	
$

	
27.50
  

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
37th full month of
the term through (and including) the 48th full month of the term

	
 

	
 

	
$

	
28.00
  

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
49th full month of
the term through (and including) the Expiration Date

	
 

	
 

	
$

	
28.50
  

	
 

	
 





2








	
 

	
 


	
 

	
This is a full service lease.
Tenant’s payment of rent as provided above includes Tenant’s proportionate share of Common Area expenses,
taxes and other real estate charges, insurance, building standard janitorial services (Section
5.1(a)), building standard utilities (including a standard allowance for electricity to the
Demised Premises (Section 5.1(c) and (d)), and building repairs and maintenance for each month of the
Lease term, but excluding telephone, telecommunication,
and data transmission installation and service. 


	
 

	
 


	
 

	
          (n)     Prepaid
  rental: $6,612.75, such prepaid rental being due and payable upon execution of this lease by Tenant.


	
 

	
 


	
 

	
           (o)      Security
  deposit: $6,612.75, such security deposit being due and payable upon execution of this lease by Tenant.


	
 

	
 


	
 

	

           (p)     Permitted
use: Tenant and Tenant’s permitted sublessees and assignees shall use and occupy the Demised Premises solely for the
following purpose(s): professional offices with training
room; provided, however, in no event may Tenant or any occupant use the Demised Premises for any purpose that violates
any of the prohibited or restricted uses listed on Exhibit “D” of this lease. Tenant acknowledges and agrees that
Tenant’s use of
the Demised Premises is subject to
the terms and provisions of that certain Amended and Restated Declaration of Covenants, Restrictions and Easements for
Southlake Town Square dated August 23, 2001 and recorded in Volume 15097,
Page 457 of the Deed Records of Tarrant County, Texas (as amended and restated from time to time, the “CREs”)
which among other things, requires Development Control Committee approval for any use of the Demised Premises, in
accordance with the procedures and
standards more particularly described in the CREs, and Tenant covenants and agrees with Landlord that Tenant will not use
the Demised Premises for any purpose which is not so approved by the
Development Control Committee. 


	
 

	
 


	
 

	
          Tenant
acknowledges that the above specification of a “permitted use” means only
that Landlord has no objection to
the specified use and does not include any representation or warranty by Landlord as to whether or not such
specified use complies with applicable laws and/or requires particular governmental permits. In this regard Tenant
acknowledges that this Section
1.1(p) is subject to Article
3 and Section 9.7 of this lease. 


	
 

	
 


	
 

	
          (q)     Tenant’s
  Proportionate Share: Tenant’s Proportionate Share: A percentage, the
  numerator of which is the number of usable square feet in the Demised
  Premises and the denominator of which is
  the number of usable square feet in the gross leasable area of the Project to which the applicable cost or expense applies
  (it being understood and agreed that for tenants on the first floor, the
  number of rentable square feet is the same as the number of square feet in
  their premises (all of which are
  deemed usable)). Notwithstanding the above, as to charges for which such percentage, when applied uniformly, would
  have an inequitable result, Landlord will determine the percentage that Landlord reasonably deems to be
  equitable. Tenant’s proportionate share
  of Project costs and expenses are included in the rent as provided in Section
  1.1(m) above.


	
 

	
 


	
 

	
          (r)     Lease
  Year: The first “Lease Year” shall begin on the Commencement Date and end on the succeeding December 31. The next
  “Lease Year” shall be the twelve (12) calendar month period following
  the first Lease Year. Each succeeding “Lease Year” during the lease term shall be each successive 12 calendar month
  period. If this lease terminates or expires on a date other than December 31,
  the final Lease Year shall be the time period beginning on January 1 of the year of expiration or termination and
  ending on the date of termination or expiration.





ARTICLE 2

GRANTING CLAUSE


          Landlord
leases the Demised Premises to Tenant, and Tenant hereby leases the Demised
Premises from Landlord, subject to and upon the terms and conditions set
forth in this lease and subject to the rights
and interests of third parties under existing liens, ground leases, easements
and encumbrances affecting the
Project or any part thereof, public right-of-ways, all zoning regulations,
rules, ordinances, building
restrictions and other laws and regulations now in effect or hereafter adopted
by any governmental authority having
jurisdiction over the Project or any part thereof.


ARTICLE 3

DELIVERY OF PREMISES


          Landlord
hereby represents and warrants that the foundation, structural portion of
exterior walls, and roof of the
Demised Premises as well as Landlord’s Work, if any, described in an exhibit
attached to this lease were (or if
not yet constructed, will be) constructed in a good and workmanlike manner and
in accordance with all applicable
laws, statutes, and ordinances. Except as set forth in the immediately


3







preceding
sentence, the Demised Premises is being leased “AS IS,” with Tenant accepting
all defects, if any; and Landlord makes no warranty of any kind, express
or implied, with respect to the Demised Premises (without limitation, Landlord makes no
warranty as to the habitability, fitness or suitability of the Demised Premises for
a particular purpose nor as to the absence of any toxic or otherwise hazardous substances). This Article 3 is subject
to any contrary requirements under applicable law; however, in this regard Tenant acknowledges that it has been given
the opportunity to inspect the Demised Premises and to have qualified
experts inspect the Demised Premises prior to the execution of this lease.


ARTICLE 4

RENT


          4.1     Rental accrues
from the
Commencement Date, and is payable to Landlord, at Landlord’s address as
provided herein or at such other address as Landlord may designate in writing
to Tenant from time to time.


          4.2     Tenant must pay to
Landlord minimum guaranteed rental in monthly installments in the amounts
specified in Section 1.1(m) of this lease. The first such monthly
installment is due and payable on or before the Commencement Date, and subsequent
installments are due and payable on or before the first day of each
succeeding calendar month during the lease term; provided that if the
Commencement Date is a date
other than the first day of a calendar month, Tenant must pay on or before such
date as minimum guaranteed rental for the
balance of such calendar month a sum equal to that proportion of the rent
specified for the first full calendar month as herein provided, which the
number of days from the Commencement Date to the end of the calendar month
during which the Commencement Date falls bears to the total number of days in
such month.


          4.3      It is understood that the
minimum guaranteed rental is payable on or before the first day of each calendar month
(in accordance with Section 4.1 and Section 4.2 above), without offset
or deduction
of any nature. In the event any rental or other amount owed to Landlord
(including, without limitation, any amounts owed under the terms of this Article 4, or under
Article 6, Article 7, or Article 8 below) is not received by
Landlord before the date which is ten (10) days after such amount’s due date, for any reason
whatsoever, or if any payment for such an amount is by check which is returned
for insufficient
funds, then in addition to the past due amount, Tenant must pay to Landlord one
of the following
(the choice to be at the sole option of the Landlord unless one of the choices
is improper under applicable law, in which event the other alternative will
automatically be deemed to have been selected): (a) a late charge in an amount
equal to ten percent (10%) of the rental or other amount then due, in order to compensate Landlord for its administrative
and other overhead expenses; or (b) interest on the rental or other amount then due at the maximum contractual
rate which could legally be charged in the event of a loan of such amount to Tenant (but in no event to
exceed 11⁄2% per month), such interest to accrue continuously on any unpaid balance during the period commencing with the
due date of such rental or other amount and terminating with the date on
which Tenant makes full payment of all amounts owing to Landlord at the time of such payment. Any such late charge or interest
payment is payable as additional rental
under this lease and is payable immediately on demand. If any payment for
rental or other amount owed to
Landlord (including, without limitation, any amounts owed under the terms of
this Article 4, or under Article 6, Article 7, or Article 8 below) is by check which is returned for insufficient funds, Tenant must
immediately make the required payment to Landlord in good funds; moreover,
Tenant must also pay to Landlord all other
amounts specified by the terms of this lease (including, without limitation, interest
or other charges required under the
terms of this Article 4, or under Article 6, Article 7, or Article 8 below), plus an additional fee of $50.00 to
compensate Landlord for its expense and effort in connection with the
dishonored check.


          4.4     Tenant
must, within ten (10) days after a request from Landlord (but not more than
once per
calendar year), deliver to Landlord such financial statements as are reasonably
required by Landlord to verify the net worth of Tenant and any guarantor of Tenant’s
obligations under this lease (including, without limitation, a balance sheet
showing the then-current net worth of Tenant together with a profit and loss statement for the most current
fiscal year of Tenant). In the event that Tenant is a subsidiary comprising only the operations conducted at the
Demised Premises, Tenant must also provide such statements from the parent company or larger business of which Tenant is
a part. In the event that Tenant is
an individual, the financial statement must include the operations conducted at
the Demised Premises as well as all other business activities of Tenant.


          4.5      If Tenant fails in two
consecutive months to make rental payments within ten days after due, Landlord, in order to reduce its administrative
costs, may require, by giving written notice to Tenant (and in addition to any
late charge or interest accruing pursuant to Section 4.3 above, as well as any
other rights and remedies accruing pursuant
to Article 22 below, or any other provision of this lease or at law), that
minimum guaranteed rentals are to be paid quarterly in advance instead of
monthly and that all future rental payments are to be made on or before the due
date by cash, cashier’s check or money order and that





4








the delivery of Tenant’s
personal or corporate check will no longer constitute a payment of rental as provided in this
lease. Any acceptance of a monthly rental payment or of a personal or corporate
check thereafter by Landlord cannot
be construed as a subsequent waiver of such rights. 


          4.7     Landlord
and Tenant agree that each provision contained in this Lease for determining any
rent payments is commercially reasonable and, as to each such charge or amount,
constitutes a “method by which the charge
is to be computed” for purposes of Tex. Prop. Code Ann. §93.012, as enacted by House Bill 2186, 77th Legislature.


ARTICLE 5 

OFFICE BUILDING SERVICES AND
EXPENSES


          5.1     Landlord
agrees to furnish to Tenant while Tenant is occupying the Demised Premises in accordance with the terms of this lease, all of
the following services:


	
 

	
 


	
 

	
          (a)     Janitorial cleaning services and
garbage and
  trash removal and, if Landlord deems it appropriate, removal of
  recycled items, for the Demised Premises and the Office Building Common Area on a standard five (5) day
  week basis; provided, however, that if Tenant’s floor coverings or
  other improvements are other than building standard, Tenant must pay, as additional rent, the additional
  cleaning cost incurred in cleaning such carpets and other improvements. Tenant must pay such additional
  rent within thirty (30) days after Landlord delivers a statement of such cost to Tenant.


	
 

	
 


	
 

	
          (b)     Elevator
  service (without an operator) in common with other tenants of the Office Building; provided, however, that
  Landlord may reasonably limit the number of elevators in operation on Saturdays, Sundays, and State
  and Federal holidays.


	
 

	
 


	
 

	
          (c)     Hot and cold potable water,
sewer, and
  electricity to the Office Building and electricity to the Demised Premises. The electrical facilities will
  not exceed one watt per square foot
  of usable area per month and if Tenant’s electrical usage requires more than
  such total wattage, includes any
  single machine that consumes more than 0.5 kilowatts at rated capacity per month, or requires a voltage other than 120
  volts or if such equipment requires additional air conditioning above that required by the building
  standard system, then Tenant must pay for the additional electric power source and usage, the different wiring, and
  the additional air conditioning
  usage. Landlord may, in such event, require that Tenant install additional
  air conditioning equipment serving
  only the Demised Premises and an additional meter to measure its electrical consumption.


	
 

	
 


	
 

	

          (d)     Heated and refrigerated air
conditioning in
season, to temperatures, and during hours
established by Landlord for the Demised Premises and the Office Building
Common Area (but not less than 6:30
a.m. through 7:00 p.m. Monday through Friday (excepting State and Federal
holidays) and 6:30 a.m. through 2:00 p.m. on Saturdays (again, excepting
State and Federal holidays));
provided, however, that Tenant will be entitled to receive heated or refrigerated air conditioning, during their
respective seasons, at hours in which Landlord does not customarily provide such heated or refrigerated
air conditioning if, and only if, Tenant pays to Landlord Landlord’s customary charge per hour of
use for such heated or refrigerated air conditioning service (which charge may include a required minimum
number of hours and may be based on
the area of the Demised Premises or the area served by the same heating, air conditioning, and ventilating units as the
Demised Premises). The term “State and Federal holidays” means New Year’s Eve, New Year’s Day, Memorial Day,
Fourth
of July, Labor Day, Thanksgiving Day, Christmas Eve, Christmas Day and, if
any of the foregoing days is followed or preceded by a Monday, or followed or preceded by a Friday, such
Monday or Friday. 


	
 

	
 


	
 

	
          (e)     Routine maintenance and repair of
the Office
  Building Common Area.


	
 

	
 


	
 

	
          (f)     Routine maintenance and repair of
the heating,
  air conditioning, and ventilating system
  and the lighting, water, and electrical systems serving the Demised Premises
  and replacement of building
  standard fluorescent bulbs in all areas and incandescent bulbs in the Office Building Common Area.





          5.2     Landlord
does not warrant that any of the above-described services will be free from interruption or stoppage. Except as otherwise
provided herein, no partial or complete failure to furnish such services nor any stoppage or interruption of
such services will render Landlord liable in any respect for damages to
person, property or business. Except as otherwise provided herein, no
interruption, stoppage or failure of such
services will be deemed or construed as an eviction, actual or constructive, of
Tenant nor work an abatement of rent nor relieve Tenant from the obligation to
fulfill any covenant or agreements contained in this lease, including,
without limitation, the obligation to pay rent; provided,






5






however, if such interruption,
stoppage or failure is caused by Landlord’s negligence or intentional act and if such interruption, stoppage, or failure
materially, adversely interferes with the conduct of Tenant’s business within
the Demised Premises for more than four (4) days, excluding Sundays or
holidays, after Landlord’s receipt of
notice of such interruption, then, commencing on the first business day after
such four (4) day period, excluding
Sundays or holidays, Tenant shall be entitled to an abatement of guaranteed rent until such service is restored reflecting the
extent such interruption, stoppage or failure interferes with Tenant’s use of the Demised Premises.



          5.3     Tenant’s
Office Building Proportionate Share of the cost of operation and maintenance of
the Office Building is included in the rent
as set forth in Section 1.1(m) herein. “Tenant’s Office Building Proportionate Share” is the ratio that the total
usable floor area of the Demised Premises bears to the total usable floor area of the Office Building. If this
lease should commence on a date other than the first day of a calendar year or
terminate or expire on a date other than the last day of a calendar year,
Tenant’s allocated share of such
expenses under this Section 5.3 will be prorated based upon Landlord’s expenses
for the entire calendar year.  


ARTICLE 6 

TENANT’S RESPONSIBILITY FOR TAXES,
OTHER REAL

ESTATE CHARGES AND INSURANCE EXPENSES


          6.1     Tenant is liable for, and
agrees to pay prior to
delinquency, all taxes levied against personal
property and trade fixtures placed by Tenant in the Demised Premises. If any
such taxes are levied against
Landlord or Landlord’s property and if Landlord elects to pay the same or if
the assessed value of Landlord’s property is increased by inclusion of personal
property and trade fixtures placed by Tenant
in the Demised Premises and Landlord elects to pay the taxes based on such
increase, Tenant must pay Landlord upon demand that part of such taxes for
which Tenant is primarily liable hereunder.


          6.2     Tenant’s
Proportionate Share (as defined in Section
1.1(q) above) of all “real estate charges” (as defined below) and
“insurance expenses” (as defined below) related to the Project or the Landlord’s ownership of the Project is included
in
the rent set forth in Section 1.1(m). Tenant’s proportionate share of costs under this Section
6.2 will be prorated during any partial Lease Year (i.e., the first Lease Year and the last Lease Year of the
lease term). “Real estate charges” includes ad valorem taxes, general and special assessments, costs
incurred in monitoring and disputing taxes, whether paid to an outside consultant or otherwise, parking
surcharges, any tax or excise on rents, any tax or charge for governmental services (such as street maintenance
or fire protection); and any tax or charge which replaces any of such above described “real estate charges”; provided,
however, that “real estate charges” does
not include any franchise, estate, inheritance or general income tax.
“Insurance expenses” includes all premiums and other expenses incurred
by Landlord for commercial liability insurance and Special Form or similar property insurance (plus whatever
endorsements or special coverages which Landlord, in Landlord’s sole discretion, may consider
appropriate).


          6.3     Intentionally
deleted.


          6.4     Tenant agrees that, as
between Tenant and
Landlord, Landlord has the sole and absolute right to contest taxes levied against the Demised Premises and the
Project (other than taxes levied directly against Tenant’s personal property within, or sales made from, the
Demised Premises). Therefore, Tenant,
to the fullest extent permitted by law, irrevocably waives any and all rights
that Tenant may have to receive from
Landlord a copy of notices received by Landlord regarding the appraisal or
reappraisal, for tax purposes, of all or any portion of the Demised
Premises or the Project (including, without limitation,
any rights set forth in §41.413 of the Texas Property Tax Code, as such may be
amended from time to time).
Additionally, Tenant, to the fullest extent permitted by law, hereby
irrevocably assigns to Landlord any
and all rights of Tenant to protest or appeal any governmental appraisal or
reappraisal of the value of all or
any portion of the Demised Premises or the Project (including, without
limitation, any rights set forth in
§41.413 and §42.015 of the Texas Property Tax Code, as such may be amended from
time to time). Tenant agrees without
reservation that it will not protest or appeal any such appraisal or reappraisal before a governmental taxing authority
without the express written authorization of Landlord.


ARTICLE 7 



COMMON AREA 




          7.1     The
term “Common Area” is defined for all purposes of this lease as that part of
the Project intended for the common use of
all tenants and the public which is maintained by Landlord or the expense of which is borne in whole or in part by
Landlord, including among other facilities (as such may be applicable to the
Project), parking areass, streets and alleys, common open spaces, landscaping,
curbs, loading areas, sidewalks and streetscapes, malls and promenades
(enclosed or otherwise), lighting facilities, drinking fountains, meeting
rooms, public toilets, and the like but excluding (i) space in buildings (now or hereafter existing) designated
for rental for commercial purposes, as the same may exist 



6








from time to time, (ii) areas
within the Project which may from time to time not be owned by Landlord (unless
subject to a cross-access or similar agreement benefitting the area which
includes the Demised Premises),
(iii) areas leased to a single-purpose user (such as a bank or a fast-food
restaurant) where access is
restricted, (iv) the roof(s) of the building(s) in the Project, and (v)
decorative awnings; provided, however, that if Landlord bears all or any
portion of the cost of maintaining, repairing, or replacing any of the areas described in clauses (ii) through (v) of
the immediately-preceding sentence, such areas, while not technically constituting part of the Common
Area, will be deemed included within the Common Area for the purposes of (1) Landlord’s ability to
prescribe rules and regulations regarding same, and (2) their inclusion for
purposes of common area maintenance cost reimbursements. Landlord reserves the
right to change from time to time the dimensions and location of the Common
Area, as well as the dimensions, identities, locations and types of any
buildings, signs or other improvements in the Project. For example, and without limiting the generality of the
immediately preceding sentence, Landlord may from time to time decrease the size of any parking area or
substitute for any parking area other areas reasonably accessible to the tenants of the Project, which
areas may be elevated, surface or underground.


          7.2     Tenant,
and its employees and customers, and when duly authorized pursuant to the provisions of this lease, its subtenants,
licensees and concessionaires, 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 in the Project and
other persons permitted by Landlord to use the same, and subject to such reasonable rules and regulations governing use as
Landlord may from time to time prescribe. For example, and without limiting the generality of Landlord’s ability to
establish rules and regulations governing
all aspects of the Common Area, Tenant agrees as follows:


	
 

	
 


	
 

	
          (a)     Tenant is not permitted to
solicit business, or
  distribute leaflets or other materials in the Common Area nor take any action which in the sole and exclusive
  judgment of Landlord would
  constitute a nuisance or would disturb, endanger, or interfere with the
  rights of other persons to use the
  Common Area or would tend to injure the reputation of the Project.


	
 

	
 


	
 

	
          (b)     Landlord may temporarily close
any part of the
  Common Area for such periods of time
  as may be necessary to make repairs, alterations, or improvements, or to
  prevent the public from obtaining
  prescriptive rights.


	
 

	
 


	
 

	

          (c)     With regard to the roof(s) of the
building(s)
in the Project, use of the roof(s) is reserved to Landlord or, with regard to any tenant demonstrating to
Landlord’s satisfaction a need to
use same, to such tenant after receiving prior written consent from Landlord.
Subject to Landlord’s approval,
Tenant shall be allowed access to the roof in order to install, replace,
repair, and maintain any heating
and air conditioning rooftop unit which exclusively serves the Demised Premises
(“Rooftop Equipment”). Tenant shall be allowed to place one (1) satellite
dish (“Antenna”), as more particularly described on Exhibit “J”
attached hereto, on the roof above Tenant’s
Demised Premises provided that the installation and operation thereof and all
maintenance and repair is performed in accordance with all
applicable laws, rules and regulations and the terms and provisions for Communication Antenna set forth on Exhibit
“J” attached hereto. With
respect to Rooftop Equipment, Landlord shall provide reasonable access
thereto to Tenant and Tenant’s
contractors, subject to Landlord’s rules and regulations regarding controlled
access to the roof. Tenant’s access
to the Rooftop Equipment must be coordinated through Landlord and Landlord’s representative may
accompany any of Tenant’s contractors or Tenant during such access.
Any penetrations of the building roof must be performed by a contractor
designated by Landlord so as to maintain the building roof warranties.
Landlord may elect to perform any of such
work which affects building systems with its own personnel or contractors,
and Tenant shall promptly reimburse Landlord therefor, as additional rent.
Tenant shall maintain the Rooftop
Equipment in accordance with the requirements of the insurers of the building
and with reasonable rules,
regulations and technical standards of Landlord relating to use of the building roof as Landlord may establish from
time to time. Tenant shall maintain the Rooftop Equipment in good working
order and repair, and shall keep the area immediately surrounding the Rooftop Equipment neat and clean. Tenant’s
use and maintenance of the Rooftop Equipment may not create any
nuisance or interfere with any other licensee or tenant of the Building. Landlord has no obligation to maintain, operate
or safeguard the Rooftop Equipment. IN ADDITION TO THE INDEMNIFICATION
OBLIGATIONS OF THE PARTIES UNDER ARTICLE
16 BELOW, TENANT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD FROM ANY AND ALL CLAIMS, DEMANDS,
LIABILITIES, CAUSES OF ACTIONS,
SUITS, JUDGMENTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS AND COSTS OF
INVESTIGATION) ARISING FROM OR IN
CONNECTION WITH THE INSTALLATION, CONDITION, OPERATION, REPAIR AND MAINTENANCE OF THE ANTENNA AND ROOFTOP
EQUIPMENT, EVEN IF SUCH CLAIMS, DEMANDS, LIABILITIES, CAUSES OF
ACTION, SUITS, JUDGMENTS AND  





7






	
 

	
 


	
 

	
EXPENSES ARE ATTRIBUTABLE TO
  THE CONCURRENT NEGLIGENCE OF LANDLORD.


	
 

	
 


	
 

	
          (d)     Landlord
  may seasonally place kiosks or allow the placement of vending carts in and around the Common Area in accordance with
  applicable governmental laws, rules and regulations.





          7.3     Landlord is responsible for the
operation,
management and maintenance of the Common Area, the manner of maintenance and the expenditures therefor to be in
the sole discretion of Landlord, but
to be generally in keeping with similar projects within the same geographical
area as the Project.



          7.4     Tenant’s Proportionate Share
of the cost of
operation and maintenance of the Common Area which may be incurred by Landlord in its discretion is included in
the rent set forth in Section 1.1 (m) herein. Such costs shall include, among
other costs, those for lighting, painting, cleaning, landscaping (including landscaping of any common
open spaces maintained by Landlord or for whose maintenance Landlord
pays), parking (including valet parking), policing (to the extent that security
is provided by or otherwise arranged for by
Landlord, although Landlord has no obligation to do so), seasonal decoration, inspecting, repairing,
replacing, of any portion of the Common Area, operation of the central portion and water lines of any split
heating, air conditioning and ventilating systems; trash removal for the Common Area (to the extent not
covered by the terms of Section 9.5 below); a reasonable portion of whatever
management fee Landlord pays to the manager of the Project, a reasonable
allowance for Landlord’s overhead costs and the cost of any insurance
for which Landlord is not reimbursed pursuant
to Section 6.2, but specifically excluding all expenses paid or reimbursed
pursuant to Article 6. With regard to capital expenditures (i)
the original investment in capital improvements, i.e., upon the initial
construction of the Project, cannot be included, and (ii) improvements and
replacements, to the extent capitalized on
Landlord’s records may be included only to the extent of a reasonable
depreciation or amortization (including interest accruals commensurate with
Landlord’s interest costs). If this lease should commence on a date
other than the first day of a calendar year or terminate or expire on a date other than the last day of a calendar year,
Tenant’s proportionate share of costs under this Section 7.4 will be prorated based upon Landlord’s expenses for
the entire calendar year.  


ARTICLE 8 

INTENTIONALLY DELETED


ARTICLE 9 

USE AND CARE OF DEMISED PREMISES


          9.1     Tenant must commence business
operations in the
entirety of the Demised Premises on or immediately
after the Commencement Date and must operate its business in an efficient, high
class and reputable manner. Tenant must not at any time leave the
Demised Premises vacant, but must in good faith
continuously throughout the term of this lease conduct and carry on in the
entire Demised Premises the type of
business for which the Demised Premises is leased. Tenant must, except during
reasonable periods for repairing,
cleaning and decorating, keep the Demised Premises open to the public for
business with adequate personnel in attendance on all business days, except to
the extent Tenant may be prohibited from being open for business by applicable
law, ordinance or governmental regulation.



          9.2     The Demised Premises may be used
only for the
purpose or purposes specified in Section 1.1(p) above, and only under
the trade name specified in Section 1.1(e) above (or, if Section 1.1(e) is not filled in, any trade
name approved in advance in writing by Landlord), and for no other purpose and
under no other trade name, it being
understood and acknowledged that Landlord has entered into this lease in large part because it believes that such use and
trade name will benefit the Project as a whole. 



          9.3     Tenant must not, without
Landlord’s prior written
consent, keep anything within the Demised
Premises or use the Demised Premises for any purpose which creates a risk of
toxic or otherwise hazardous
substances or which increases the insurance premium cost or invalidates any
insurance policy carried on the
Demised Premises or other parts of the Project. All property kept, stored or
maintained within the Demised Premises by Tenant is at Tenant’s sole
risk. Tenant shall indemnify Landlord and hold
Landlord harmless from and against any and all liability, liens, claims,
demands, damages, expenses, fees,
costs, fines, penalties, suits, proceedings, actions and causes of action
(including without limitation all
attorneys’ fees and expenses) arising out of or relating to, directly or
indirectly, any violation or alleged
violation by Tenant of any law, rule, regulation, order or determination of any
government authority pertaining to health or the environment relating to the
Demised Premises and the Project (“Environmental
Laws”), now existing or hereafter arising, except for violations of
Environmental Laws caused by
Landlord. This indemnification survives the expiration or termination of this
lease. Tenant must immediately notify Landlord if Tenant suspects,
discovers or receives notice of any violation of Environmental Laws at the Demised Premises or the Project, and must
cooperate with Landlord in identifying
and investigating any such violation or suspected violation. Tenant further
agrees to abide by 



8






the terms of any and all
protocols, procedures and agreements of which Landlord gives Tenant written notice and which address the detection, management
or remediation of environmental or health hazards at the Demised Premises or the
Project.


          9.4     Tenant must not permit any
objectionable noises or
odors to emanate from the Demised Premises;
nor place or permit any radio, television, loudspeaker or amplifier on the roof
or outside the Demised Premises or
where the same can be seen or heard from outside the building; nor place any antenna, equipment, awning, fixture or other
projection on the exterior of or above the Demised Premises; nor take any other action which would constitute a
nuisance or would disturb or endanger other tenants of the Project or unreasonably interfere with their
use of their respective demised premises; nor permit any unlawful or immoral practice to be carried on or
committed on the Demised Premises; nor do anything which would tend to injure the reputation of the
Project.


          9.5     Tenant must take good care of the
Demised
Premises, keep the Demised Premises secure (Tenant acknowledges that it is not relying on any representation or
warranty of Landlord in this regard), and
keep the Demised Premises free from waste at all times. Tenant at all times
must not overload the floors in the
Demised Premises, nor deface or injure the Demised Premises. Tenant at all
times must keep the Demised Premises
neat, clean and free from dirt and rubbish. Tenant must receive and deliver
goods and merchandise and remove
garbage and trash in the frequency, schedule, manner, and areas Landlord prescribes. Tenant must not operate an incinerator
or burn trash or garbage within the Project.


          9.6     Tenant must include the address
and identity of
its business activities in the Demised Premises in all advertisements
made by Tenant in which the address and identity of any similar local business activity of Tenant is mentioned.


          9.7     Tenant must procure at its sole
expense any permits
and licenses required for the transaction
of business in the Demised Premises and otherwise comply with all applicable
laws, ordinances and governmental
regulations. In addition, if the nature of Tenant’s business makes it advisable
for Tenant to take any extra precautions (for example, in the case of a
business which is affected by
so-called “dram shop” laws, Tenant’s compliance with all “dram shop”
educational programs and procedures), Tenant must take all such extra precautions.
At Landlord’s request, Tenant must deliver to Landlord copies of all such
permits and licenses and proof of Tenant’s compliance with all such laws, ordinances, governmental regulations and extra
precautions.


ARTICLE 10 

MAINTENANCE AND REPAIR OF DEMISED PREMISES


          10.1     Landlord must keep the
foundation, the exterior
walls (except signs, placards, decorations or other advertising media of any type; and interior painting or other
treatment of exterior walls) and roof (subject to the first sentence in Section
7.1 above), all mechanical, electrical, and plumbing systems, and the
heating, air conditioning, and ventilating systems of or serving the Demised
Premises in good repair. In the event any heating or air conditioning is
provided by a system that Tenant uses in common with other occupants of the Project, then Landlord will perform the
maintenance and repair for such system. Landlord, however, is not required to make any repairs occasioned by the
act or negligence of Tenant, its agents, employees, subtenants,
licensees and concessionaires (including, but not limited to roof leaks resulting from any roof penetration or placement),
although Landlord may do so and bill Tenant for the cost as additional rent, due thirty (30) days
after Landlord delivers such bill to Tenant. The provisions of the first
sentence of this Section 10.1 are expressly recognized to be subject to
the provisions of Article 3, Article 17 and Article 18 of this lease. In
the event that the Demised Premises should become in need of repairs required to be made by Landlord hereunder,
Tenant must give immediate written notice thereof to Landlord and
Landlord will have a reasonable time after receipt by Landlord of such written
notice in which to make such repairs.


          10.2     Tenant must keep the Demised
Premises in good,
clean and habitable condition and must make
all repairs and replacements to the lamps in the lighting system and to those
mechanical, electrical, plumbing,
heating, and air conditioning systems of or serving the Demised Premises which
were not installed by Landlord. If
any repairs required to be made by Tenant hereunder are not made within ten days after written notice delivered to Tenant by
Landlord or, in the case of a situation which by its nature requires an immediate response or a response
within less than ten (10) days, Landlord may at its option make such repairs
without liability to Tenant for any loss or damage which may result to Tenant’s
stock or business by reason of such
repairs; and Tenant must pay to Landlord upon demand, as additional rental hereunder, the cost of such repairs plus interest
at the maximum contractual rate which could legally be charged in the event of a loan of such payment to
Tenant (but in no event to exceed 11⁄2% per
month), such interest to accrue
continuously from the date of payment by Landlord until repayment by Tenant. At
the termination or expiration of this
lease, Tenant must surrender the Demised Premises in good



9






condition,
excepting reasonable wear and tear and losses required to be restored by
Landlord in Section 10.1, Article 17 and Article 18 of this lease. 


ARTICLE 11 

ALTERATIONS


          11.1     Tenant must not make any
alterations, additions or improvements to the Demised Premises without the
prior written consent of Landlord (including, without limitation, consent as to
all plans
and specifications therefor and contractor(s) to be used or employed with
respect thereto), except for the installation of unattached, movable trade
fixtures which may be installed without drilling, cutting or otherwise defacing the
Demised Premises and which are not visible from the exterior of the Demised Premises.



          11.2     All construction work
done by Tenant within the Demised Premises must be performed in a good
workmanlike manner, lien-free and in compliance with all governmental
requirements and all approved plans and specifications therefor, and in such manner as to
cause a minimum of interference with other construction in progress and with the
transaction of business in the Project, and Tenant must procure and/or cause
its contractor to maintain the insurance described in Exhibit “C” to this Lease
and provide
Landlord with certificates of insurance evidencing such coverage. Tenant agrees
to indemnify Landlord and hold
Landlord harmless against any loss, liability (including, without limitation,
reasonable attorneys’ fees and expenses) or
damage resulting from such work, and Tenant must, if requested by Landlord,
furnish a bond or other security satisfactory to Landlord against any such
loss, liability or damage.  



          11.3     In the
event Tenant uses a contractor to perform construction work within the Demised Premises,
Tenant must, prior to the commencement of such work, obtain Landlord’s approval
of such contractor and require such
contractor to execute and deliver to Landlord a waiver and release on the form attached hereto as Exhibit “E” of any
and
all claims against Landlord and liens against the Project to which such contractor might at any time be
entitled and to execute and record a Bond to Pay Claims (the “Bond”) in accordance with Chapter 53, Subchapter
I of the Texas Property Code, as such may be amended, superseded or
replaced from time to time, and must deliver a copy of the recorded Bond to Landlord. The delivery of the waiver and release
of lien and the Bond within the time period set forth above is a condition precedent to Tenant’s ability
to enter on and begin its construction work at the Demised Premises and,
if applicable, to any reimbursement from Landlord for its construction work. 


          11.4     In the
event that Landlord elects to remodel all or any portion of the Project, Tenant
will cooperate with such remodeling,
including Tenant’s tolerating temporary inconveniences (and even the temporary
removal of Tenant’s signs in order to facilitate such remodeling, as it may
relate to the exterior of the Demised Premises).


ARTICLE 12 

LANDLORD’S RIGHT OF ACCESS


          12.1     Landlord is entitled to
enter upon the Demised Premises at any time upon reasonable notice for the purpose of inspecting the
same, or of making repairs to the Demised Premises, or of making repairs, alterations or additions to adjacent
premises, or of showing the Demised Premises to prospective purchasers,
tenants or lenders.


          12.2     Tenant will permit Landlord to
place and
maintain “For Rent” or “For Lease” signs on the Demised Premises during the
last 180 days of the lease term or during any period that an event of default is continuing hereunder, it being
understood that such signs in no way affect Tenant’s obligations pursuant
to Section 9.4, Section 13.1 or any other provision of this lease.


          12.3     Except as described in
Section 7.2(c) above, use of the roof above the Demised Premises is reserved to Landlord.


ARTICLE 13 

SIGNS; STORE FRONTS


          13.1    Tenant
acknowledges that because of the unique nature of the Project, Tenant’s sign
will consist
of lettering on the exterior window of the Demised Premises. Tenant can only
have one (1) such sign unless
the Demised Premises have more than one (1) frontage (e.g. the Demised Premises
is a corner space and therefore have two (2) frontages), in which case Tenant
must have one (1) sign on each frontage. The
sign must comply with Landlord’s sign criteria, which will address such matters
as (a) the size of the letters, (b)
the materials used, (c) the content of the sign, and (d) the location of the
sign. Landlord’s current sign
criteria is attached to and made a part of this lease as Exhibit “F”.



10







          13.2     Except
as required under the term of Section 13.1 above, Tenant must not,
without Landlord’s prior written consent (a) make any changes to the
exterior of the Demised Premises, or (b) install any exterior lighting,
decorations, paintings, awnings, canopies or the like, or (c) erect or install any signs, window or door lettering, placards,
decorations or advertising media of any type which can be viewed from the exterior of the Demised Premises;
provided, however, Tenant shall have the right, at its sole cost and
expense, to place signage on the building directories at both building entries
as well as the building directory at the elevator and at Tenant’s entry door.
All signs, lettering, placards, banners, portable
signs, decorations and advertising media (including the sign required by
Section 13.1 above) must conform in
all respects to the sign criteria established by Landlord for the Project time
to time in the exercise of its sole discretion and must further comply
with all applicable laws. All signs are subject to Landlord’s requirements as to construction, method of attachment, size,
shape, height, lighting, color and general
appearance. Tenant must keep all signs in good condition and in proper
operating order at all times. 


ARTICLE
14

UTILITIES


          14.1     Landlord agrees to cause to be
provided to the
Project the necessary mains, conduits and other facilities necessary to supply
water, gas (if deemed appropriate by Landlord), electricity, telephone service and sewerage service to the building in
which the Demised Premises are located.


          14.2     Intentionally Deleted


          14.3     Landlord is not liable for any
interruption
whatsoever in utility services not furnished by Landlord, nor for
interruptions in utility services furnished by Landlord which are due to fire,
accident, strike, acts of God or other causes beyond the control of Landlord or
which are necessary or useful in connection
with making any alterations, repairs or improvements.


ARTICLE 15
INSURANCE COVERAGES 


          15.1     Landlord must procure and
maintain throughout the
term of this lease a policy or policies of insurance, at its sole cost and
expense (but subject to Article 6 above), causing the Project to be
insured under Special Form or similar
property insurance and commercial general liability insurance (with whatever deductibles, endorsements, exceptions or
special coverages Landlord, in its sole discretion, may consider appropriate), to the extent necessary to comply with Landlord’s
obligations pursuant to other provisions of
this lease.


          15.2     Tenant must procure and maintain
throughout the
term of this lease a policy or policies of insurance, at its sole cost
and expense, (a) causing Tenant’s fixtures and contents to be fully insured for
their replacement value under standard
Special Form or similar property insurance, (b) providing commercial general liability insurance insuring
Tenant, on an occurrence basis, against all claims, demands, or actions arising out of or in connection
with Tenant’s use or occupancy of the Demised Premises, or by the condition of the Demised Premises, and (c) providing
worker’s compensation insurance in
statutory amounts and employer’s liability coverage with limits of not less
than $500,000.00. Tenant’s
commercial general liability policy or policies must provide coverage with a
combined single limit of not less
than $1,000,000 per occurrence (with no offset for occurrences on property
other than the Demised Premises), must
list Landlord as a loss payee (as to the Special Form or similar property insurance),
as to Landlord’s interest in any of Tenant’s property, and as an “additional
insured” (as to all other insurance, including, without limitation, the
commercial general liability insurance), and must be written by insurance companies and on forms and with deductibles
satisfactory to Landlord, and Tenant’s insurance
shall be primary (with any policies of Landlord or Landlord’s mortgagees being
excess, secondary and
non-contributory). Additionally, Tenant’s worker’s compensation and employer’s
liability policies must include
waivers of subrogation in favor of Landlord. Tenant must obtain a written obligation on the part of each insurance company
to notify Landlord at least thirty (30) days prior to cancellation or
modification of such insurance. Tenant must promptly deliver such policies or
duly executed certificates of
insurance to Landlord before Tenant occupies any portion of the Demised Premises and must promptly deliver renewals
thereof as required to Landlord at least thirty days prior to the expiration of the respective policy terms. If
Tenant should fail to comply with the foregoing requirements relating to insurance, Landlord may obtain such insurance
and Tenant must pay to Landlord on
demand as additional rental hereunder the premium cost thereof plus interest at
the maximum contractual rate (but in
no event to exceed 1 1⁄2% per
month) from the date of payment by Landlord until repaid by Tenant.




11







ARTICLE 16 

INDEMNIFICATION; WAIVER OF
LIABILITY; MUTUAL WAIVER OF SUBROGATION


          16.1     Landlord and Landlord’s
agents and employees are
not liable to Tenant, nor to Tenant’s employees, agents or visitors, nor to any other person whomsoever, for
any injury to person or damage to property caused by the Demised
Premises becoming out of repair or by defect or failure of any structural element of the Demised Premises or of any
equipment, pipes or wiring, or broken glass, or by the backing up of drains, or by gas, water, steam, electricity
or oil leaking, escaping or flowing into the Demised Premises (except where due to Landlord’s willful
failure to make repairs required to be made by Landlord hereunder after the expiration of a reasonable
time after written notice to Landlord of the need for such repairs and in such
case, Landlord’s liability to Tenant therefor shall be limited to the cost to
repair such items), nor is Landlord liable to Tenant, nor to Tenant’s
employees, agents or visitors, nor to any other person whomsoever, for any loss or damage that may be occasioned by or
through the acts or omissions of other tenants of the Project or of any
other persons whomsoever. Landlord cannot be held responsible in any way on account of any construction, repair
or reconstruction (including widening) of any private or public roadways, walkways or utility lines.



          16.2     TENANT SHALL INDEMNIFY, DEFEND,
AND HOLD LANDLORD
AND ITS AFFILIATED ENTITIES, AND
THEIR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS AND
PRINCIPALS (COLLECTIVELY, THE “INDEMNITEES” OR INDIVIDUALLY, AN “INDEMNITEE”) HARMLESS FROM AND AGAINST ANY AND
ALL LOSS, COST, LIABILITY, CLAIM, DAMAGE, AND EXPENSE
FOR ANY INJURY TO PERSON OR DAMAGE
TO PROPERTY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES)
(COLLECTIVELY, THE “DEMISED PREMISES LIABILITIES”) OCCURRING IN THE DEMISED
PREMISES, EVEN IF THE DEMISED PREMISES LIABILITIES ARE CAUSED IN PART BY LANDLORD’S OR ANY OTHER INDEMNITEE’S NEGLIGENCE.
TENANT’S INDEMNIFICATION DOES NOT APPLY, HOWEVER,
TO ANY DEMISED PREMISES LIABILITIES
CAUSED BY LANDLORD’S WILLFUL ACT OR OMISSION.  


          16.3     EXCEPT
AS MAY BE OTHERWISE EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, LANDLORD SHALL INDEMNIFY, DEFEND AND HOLD TENANT AND ITS AFFILIATED
ENTITIES, AND THEIR AGENTS, EMPLOYEES,
OFFICERS, DIRECTORS, SHAREHOLDERS,
PARTNERS AND PRINCIPALS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, LIABILITY, CLAIM, DAMAGE AND
EXPENSE FOR ANY INJURY TO PERSON OR
DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY, THE “COMMON
AREA LIABILITIES”) OCCURRING IN THE COMMON AREAS OF THE PROJECT,
EVEN IF THE COMMON AREA LIABILITIES ARE CAUSED IN PART BY TENANT’S NEGLIGENCE.
LANDLORD’S INDEMNIFICATION DOES NOT APPLY,
HOWEVER, TO ANY COMMON AREA LIABILITIES CAUSED BY TENANT’S WILLFUL ACT OR OMISSION.


          16.4     Landlord and Tenant each hereby
release the other from
any and all liability or responsibility
to the other, or to any other party claiming through or under them by way of
subrogation or otherwise, for any loss or damage to property caused by a
casualty which is insurable under standard Special
Form or similar property insurance and agree to obtain an endorsement to that
effect in their respective Special
Form or similar property insurance policies, EVEN IF SUCH LIABILITY OR LOSS IS
CAUSED BY THE NEGLIGENCE OF THE OTHER PARTY; provided, however, that this mutual
waiver and agreement is applicable only with
respect to a loss or damage occurring during the time when Special Form or
similar property insurance policies which are readily available in the
marketplace contain a clause or permit an endorsement to the effect that
any such release does not adversely affect or impair the policy or the right of the insured party to receive proceeds under
the policy; provided, further, that this release is not applicable to
the portion of any damage which is not reimbursed by the damaged party’s insurer because of the “deductible” in the
damaged party’s insurance coverage. The release specified in this Section 16.4 is cumulative with any
releases or exculpations which may be contained in other provisions of this lease.


ARTICLE 17 

DAMAGES BY CASUALTY


          17.1     Tenant must give immediate
written notice to the
Landlord of any damage caused to the Demised
Premises by fire or other casualty.


          17.2     In the event that the Demised
Premises are damaged
or destroyed by fire or other casualty insurable
under standard Special Form or similar property insurance and Landlord does not
elect to terminate this lease as hereinafter provided, Landlord must
proceed with reasonable diligence and at its sole cost and expense to rebuild
and repair the Demised Premises. In the event (a) the building in which




12







the Demised Premises are located
is destroyed or substantially damaged by a casualty not covered by Landlord’s
insurance, or (b) such building is destroyed or rendered untenantable to an
extent in excess of fifty percent of the first floor area by a casualty
covered by landlord’s insurance, or (c) the holder of a mortgage, deed of trust or other lien on such building at the time of
the casualty elects, pursuant to such mortgage, deed of trust or other lien, to
require the use of all or part of Landlord’s insurance proceeds in satisfaction
of all or part of the indebtedness secured by the mortgage, deed of trust or
other lien, then Landlord may elect
either to terminate this lease or to proceed to rebuild and repair the Demised Premises.
Landlord must give written notice to Tenant of such election within sixty days
after the occurrence of such casualty and,
if it elects to rebuild and repair, must proceed to do so with reasonable diligence and at its sole cost and expense.



          17.3     Landlord’s obligation to
rebuild and repair under
this Article 17 is in any event limited to restoring one of the following (as may be
applicable): (a) if this lease does not include an attached exhibit describing
Landlord’s initial construction responsibility (defined in such exhibit as
“Landlord’s Work”), restoring the Demised Premises to substantially the
condition in which the same existed immediately prior to such casualty, exclusive of any alterations, additions,
improvements, fixtures and equipment installed
by Tenant; or (b) rebuilding concrete floors, walls made of metal studs and
drywall, a roof (but no ceiling), and Landlord’s Work, as described in
an exhibit attached to this lease, to substantially the same condition in which the same existed immediately prior to the
casualty. Tenant agrees that promptly after
completion of such work by Landlord, Tenant will proceed with reasonable
diligence and at Tenant’s sole cost and expense to restore, repair and
replace all alterations, additions, improvements, fixtures, signs and equipment
installed by Tenant, or, if an exhibit describing Tenant’s Work is attached
hereto, all items of Tenant’s Work as described in such exhibit, as the case
may be, and to re-commence business
operations at the Demised Premises as soon as reasonably possible. 


          17.4     Tenant agrees that during any
period of
reconstruction or repair of the Demised Premises, it will continue the operation of its business
within the Demised Premises to the extent practicable. During the period from the occurrence of the
casualty until Landlord’s repairs are completed, the minimum guaranteed rental will be reduced to such
extent as may be fair and reasonable under the circumstances; however, there will be no abatement of the other charges
provided for herein.


          17.5     Notwithstanding the above, should
the Demised
Premises be damaged by casualty to the extent
it becomes uninhabitable and Landlord does not restore the Demised Premises to
a habitable condition within two
hundred seventy (270) days of the casualty, then Tenant may terminate this
lease by written notice to Landlord
delivered on or before the earlier of (i) thirty (30) days after the end of
such two hundred seventy (270) day
period or (ii) Landlord’s restoration of the Demised Premises to a habitable condition. Additionally, should the
casualty occur in the last twelve (12) months of the lease term, then
either Landlord or Tenant may terminate this lease by written notice to the
other delivered on or before sixty (60) days
after the occurrence of such casualty.


ARTICLE 18 

EMINENT DOMAIN


          18.1     In the event (a) thirty percent
(30%) or more of
the floor area of the Demised Premises or (b) fifty percent (50%) or more of the building in which the Demised
Premises are located (whether or not the
Demised Premises are affected) should be taken for any public or quasi-public
use under any governmental law, ordinance or regulation or by right of
eminent domain or by private purchase in lieu thereof,
then Landlord may terminate this lease. Landlord must give written notice to
Tenant of such termination within sixty (60) days after the occurrence of such
taking. If this lease is so terminated, the rent will be abated during the unexpired portion of this lease,
effective on the date physical possession is taken by the condemning authority.


          18.2     If less than (a) thirty percent
(30%) of the
floor area of the Demised Premises or (b) less than fifty percent (50%)
of the building in which the Demised Premises are located (whether or not the Demised Premises are affected) should be taken as
aforesaid; or if this lease is not terminated pursuant to Section 18.1 above following a taking, then this lease will continue
in effect
following such taking, however, the
minimum guaranteed rental payable hereunder during the unexpired portion of
this lease will be reduced in proportion to the area taken, effective on
the date physical possession is taken by the condemning
authority. In such case, Landlord must make all necessary repairs or
alterations to the remaining Demised Premises or, if an exhibit
describing Landlord’s Work is attached to this lease, all necessary repairs
within the scope of Landlord’s Work as described in such exhibit, as the case
may be, required to make the remaining
portions of the Demised Premises an architectural whole.


          18.3     If any part of the Common Area
should be taken as
aforesaid, this lease will not terminate, nor will the rent payable
hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the size of the parking
area remaining following such taking plus any additional




13







parking area provided by Landlord in reasonable
proximity to the Project is less than seventy percent of the size of the parking area immediately prior to
the taking. Any election to terminate this lease in accordance with this provision must be evidenced
by written notice of termination delivered to the other party within thirty
days after the date physical possession is taken by condemning authority.


          18.4     All
compensation awarded for any taking (or the proceeds of private sale in lieu
thereof) of the Demised Premises or Common Area is the property of Landlord,
and Tenant hereby assigns its interest in
any such award to Landlord; provided, however, Landlord has no interest in any
award made to Tenant for Tenant’s moving and relocation expenses or for the
loss of Tenant’s fixtures and other tangible personal property if a separate award for such items is made to Tenant
as long as such separate award does
not reduce the amount of the award that would otherwise be awarded to Landlord.


ARTICLE 19 

ASSIGNMENT AND SUBLETTING



          19.1     Tenant is not permitted to
assign or in any manner
transfer this lease or any estate or interest
therein, or sublet the Demised Premises or any part thereof, or grant any
license, concession or other right of occupancy of any portion of the
Demised Premises without the prior written consent of Landlord. Landlord agrees that it will not withhold consent in a wholly
unreasonable and arbitrary manner
(as further explained in Section 28.4 of this lease); however, in determining
whether or not to grant its consent, Landlord is entitled to take into
consideration factors such as (a) Landlord’s desired tenant mix; (b) the experience, reputation and financial condition of
the proposed transferee; (c) whether Landlord
is already in negotiation with such proposed transferee; (d) whether such
proposed transferee is already an
occupant of the Project; (e) whether such proposed transferee is a governmental
agency; (f) whether such proposed
transferee is incompatible with the character of occupancy of the Project; (g) whether such proposed transferee would subject
the Demised Premises to a use which would: (i) involve increased personnel or wear upon the Project, (ii)
conflict with the primary use of another tenant or violate any exclusive right granted to another tenant
of the Project, (iii) require any addition to or modification of the Demised Premises or the Project in order to comply
with building code or other governmental requirements, or (iv) involve a
potential environmental risk or issue; and (h) and the then current market conditions (including market
rentals). In addition, Landlord is entitled to charge Tenant a reasonable fee for processing Tenant’s request.
Consent by Landlord to one or more assignments or sublettings does not operate as a waiver of Landlord’s
rights as to any subsequent assignment and sublettings. 



          19.2     If Tenant is a corporation,
partnership or other
entity and if at any time during the term of this lease the person or persons who own a majority of either the
outstanding voting rights or the outstanding
ownership interests of Tenant at the time of the execution of this lease cease
to own a majority of such voting
rights or ownership interests or otherwise lose control (except as a result of transfers by devise or descent), then such loss
or transfer of a majority of such voting rights or ownership interests
or control is deemed to be an assignment of this lease by Tenant and,
therefore, subject in all respects to the
provisions of Section 19.1 above. The previous sentence does not apply,
however, if at the time of the
execution of this lease, Tenant is a corporation and the outstanding voting
shares of capital stock of Tenant are
listed on a recognized security exchange or over-the-counter market. 


          19.3     Any assignee or sublessee of an
interest in and to
this lease will be deemed, by acceptance
of such assignment or sublease or by taking actual or constructive possession
of the Demised Premises, to have assumed all of the obligations set forth in or
arising under this lease. Such assumption will be effective as of the earlier of the date of such assignment or
sublease or the date on which the assignee or sublessee obtains
possession of the Demised Premises. If requested by Landlord, however, such assignee or sublessee shall additionally
execute a commercially reasonable form of assumption agreement.


          19.4     Notwithstanding any assignment or
subletting,
Tenant and any guarantor of Tenant’s obligations
under this lease will at all times remain fully responsible and liable for the
payment of the rent herein specified
and for compliance with all of its other obligations under this lease (even if
future assignments and sublettings
occur subsequent to the assignment or subletting by Tenant, and regardless of whether or not Landlord’s approval has been
obtained for such future assignments and sublettings). Moreover, in the event that the rental due and
payable by a sublessee (or a combination of the rental payable under
such sublease plus any bonus or other consideration therefor or incident
thereto) exceeds the rental payable under
this lease, or if with respect to a permitted assignment, permitted license or
other transfer by Tenant permitted by Landlord, the consideration payable to
Tenant by the assignee, licensee or other
transferee exceeds the rental payable under this lease, then Tenant is bound
and obligated to pay Landlord all such excess rental and other excess
consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other
transferee, as the case may be [after first deducting therefrom (i) any
reasonable costs incurred by Tenant for alterations or improvements




14







(including, but not limited to,
third-party architectural and space planning costs) in the Demised Premises in connection with such assignment or subletting,
and (ii) any real estate commissions and reasonable attorneys’ fees actually
incurred by Tenant in connection with such assignment or subletting]. Finally,
in the event of an assignment or subletting, it is understood and agreed
that Tenant will receive all rentals paid to
Tenant by an assignee or sublessee in trust for Landlord, to be forwarded
immediately to Landlord without
offset or reduction of any kind; and upon election by Landlord such assignee or
sublessee must pay all rentals directly to Landlord as specified in Section
4.2 of this lease (to be applied as a credit and offset to Tenant’s rental obligation).


          19.5     Tenant is not permitted to
mortgage, pledge or
otherwise encumber its interest in this lease or in the Demised Premises.


          19.6     In the event of the transfer and
assignment by
Landlord of its interest in this lease and in the building containing
the Demised Premises to a person expressly assuming Landlord’s obligations under this lease, Landlord will thereby be
released from any further obligations hereunder, and Tenant agrees to look solely to such a
successor-in-interest of the Landlord for performance of such obligations. Any
security given by Tenant to secure performance of Tenant’s obligations
hereunder may be assigned and transferred
by Landlord to such successor-in-interest and Landlord will thereby be
discharged of any further obligation
relating thereto.


ARTICLE 20 

SUBORDINATION; ATTORNMENT; ESTOPPELS



          20.1     Tenant
accepts this lease subject and subordinate to any mortgage, deed of trust or
other lien presently existing or hereafter placed upon the Project or any
portion of the Project which includes the
Demised Premises, and to any renewals and extensions thereof. Tenant further
agrees to attorn to any mortgagee,
ground lessor, trustee under a deed of trust, or purchaser at a foreclosure
sale or trustee’s sale as landlord
under this lease (as the case may be, “Mortgagee”); provided, however, as part
of such attornment, Tenant agrees for
the benefit of any Mortgagee that if such Mortgagee succeeds to Landlord’s (or any successor’s) interest in this lease, such
Mortgagee will have no liability for any act or omission of any prior landlord under this lease that occurs
prior to the date such Mortgagee succeeds to Landlord’s (or any successor’s) interest in this lease nor any
liability for claims, offsets, or defenses that Tenant might have had against Landlord (or any successor).
Tenant agrees that any Mortgagee has the right at any time to subordinate its mortgage, deed of trust or
other lien to this lease; provided, however, whether or not that this lease may be (or be made to be) superior
to a mortgage, deed of trust or other lien, the Mortgagee will not be liable for prepaid rentals, security
deposits and claims accruing during Landlord’s ownership; further
provided that the provisions of a mortgage, deed of trust or other lien
relative to the rights of the Mortgagee with
respect to proceeds arising from an eminent domain taking (including a
voluntary conveyance by Landlord) and
provisions relative to proceeds arising from insurance payable by reason of damage
to or destruction of the Demised Premises will be prior and superior to any
contrary provisions contained in this
instrument with respect to the payment or usage thereof. Landlord is hereby
irrevocably vested with full power and authority to subordinate this lease to
any mortgage, deed of trust or other lien hereafter placed upon the Demised Premises or the Project as a whole,
and Tenant agrees upon demand to execute
such further instruments subordinating this lease (or evidencing the
subordination of this lease pursuant to the terms hereof) as Landlord
may request; provided, however, that upon Tenant’s written request and notice to Landlord, Landlord must use
good faith efforts to obtain from any such Mortgagee a written agreement that after a foreclosure (or a
deed in lieu of foreclosure) the rights of Tenant will remain in full
force and effect during the term of this lease, except as otherwise provided in
this Section 20.1 and as may be required by Mortgagee, so long as
Tenant recognizes and performs all of the covenants and conditions of this lease. Tenant agrees to execute a
non-disturbance, attornment and subordination
agreement in the form attached hereto as Exhibit “H”, if requested by
Landlord, and Tenant further agrees
that the non-disturbance, attornment and subordination agreement attached
hereto as Exhibit “H” constitutes a written agreement meeting the
requirements of the agreement which Tenant may
request that Landlord obtain, as described above. 


          20.2     At any time when the holder of an
outstanding
mortgage, deed of trust or other lien covering
Landlord’s interest in the Demised Premises has given Tenant written notice of
its interest in this lease (or if Tenant otherwise receives written notice from
Landlord of such holder’s interest in this lease), Tenant (i) may not exercise
any remedies for default by Landlord hereunder unless and until the holder of
the indebtedness secured by such mortgage, deed of trust or other lien has
received written notice of such default and a reasonable time (not less
than 30 days) has thereafter elapsed without the default having been cured, (ii) shall not prepay any rent or
other amounts due under this lease more than thirty (30) days in advance
except as expressly permitted by this lease, and (iii) shall not -- without
such Mortgagee’s prior consent -- enter into
any surrender or cancellation of this lease or any modification or amendment that
decreases the lease term or decreases the amount of minimum guaranteed rent or
other charges due under this lease.




15








          20.3     Tenant
agrees that it will from time to time upon request by Landlord execute and
deliver to Landlord a written
statement addressed to Landlord (or to a party or parties designated by
Landlord), which statement must identify Tenant and this lease, must certify
that this lease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as so modified), must confirm that Landlord is not in
default as to any obligations of Landlord under this lease (or if Landlord is
in default, specifying any default), must confirm Tenant’s agreements contained
above in this Article 20, and
must contain such other information or confirmations as Landlord may reasonably
require. Tenant acknowledges that
the form of estoppel certificate attached to this lease as Exhibit “G”
is an example of the type of written statement described in this Section
20.3, and Tenant agrees to execute and deliver to Landlord such form
of written statement (with the appropriate blanks completed) as required from time to time by this Section 20.3.
Landlord is hereby irrevocably appointed and authorized as the agent and
attorney-in-fact of Tenant to execute and deliver any such written statement on
Tenant’s behalf if Tenant fails to do so within seven (7) days after the delivery
of a written request from Landlord to
Tenant. 


ARTICLE 21 

PARKING



          21.1     Landlord
and Tenant acknowledge the importance of providing Project customers with sufficient ground level parking space reasonably
close to the stores and offices they wish to visit. Accordingly, Tenant
and Tenant’s employees may park only in the areas designated by Landlord, from
time to time, as employee parking in the Project. Without limiting the terms of
the foregoing sentence, Tenant acknowledges
and agrees that neither Tenant nor its employees will use any on-street parking
for the Project, it being understood and agreed that such parking is for
the office and retail customers of the Project.
With respect to any elevated parking garages located on the Project or adjacent
land (collectively, the “Parking Garages”), Tenant agrees that Tenant shall (i) restrict its employees from parking in parking spaces located on the first
(1st)
and second (2nd) floors of the Parking Garages and (ii) comply
with the City of Southlake’s rules and regulations governing the Parking
Garages, as amended from time to time. Tenant
must furnish Landlord with a complete list of license numbers of all automobiles operated by Tenant, its employees,
its subtenants, its licensees and its concessionaires, and their employees;
Tenant must furnish such list to Landlord within five (5) days after the
Commencement Date of this lease, and Tenant must notify Landlord of any changes
to such list within five (5) days after such changes occur. Tenant agrees that
if any automobile or other vehicle owned by Tenant or any of its employees,
its subtenants, its licensees or its concessionaires, or their employees, at
any time are parked in any part of the
Project other than the parking areas specified above as being permitted parking
areas for Tenant and its employees,
Tenant must pay to Landlord as additional rent upon demand an amount equal to
the daily rate or charge for such parking as established by Landlord
(currently, $10.00 for the first violation
and $50.00 for each violation thereafter) from time to time for each day, or
part thereof, that such automobile or other vehicle is so parked. In
addition, Tenant must immediately remove the vehicle to parking areas specified above as being permitted parking areas for
Tenant and its employees. If Tenant fails
to respond immediately, Landlord has the right to take either such action; and
Tenant hereby indemnifies Landlord
and agrees to hold Landlord harmless from all removal and parking expenses and liabilities
which may arise out of Landlord’s action. In addition to the rights granted by
the preceding sentences, any violation of this Section, whether by Tenant or by
one of Tenant’s employees, entitles Landlord to exercise at its option any one
or more of the remedies which are authorized in Article 22 of this Lease. 


ARTICLE 22 

DEFAULT BY TENANT AND REMEDIES


	
   

  	
   

  
	
   

  	
  22.1     The following events will
  be deemed to be events of default by Tenant under this lease:

  
	
   

  	
   

  
	
   

  	
            (a)     Tenant
  fails to pay any installment of rental or any other obligation under this
  lease involving the payment of money and such failure continues for a period
  of ten (10) days after written notice
  thereof to Tenant; provided, however, that for each calendar year during which Landlord has already given Tenant one
  written notice of the failure to pay an installment of rental or other obligation under this lease
  involving the payment of money, no further notice will be required (i.e., the event of default will
  automatically occur on the tenth day after the date upon which the rental was
  due).

  
	
   

  	
   

  
	
   

  	
            (b)     Tenant fails to comply with any
provision of
  this lease, other than as described in Subsection (a) above,
  and following notice thereof to Tenant (i) does not promptly commence and diligently pursue the cure of such failure
  to completion, or (ii) fails to cure such failure within fifteen (15) days after such notice to Tenant,
  or (iii) cures that particular failure but again fails to comply with the same provision of this lease
  within three (3) months after such notice to Tenant.

  






16







	
   

  	
   

  
	
   

  	
            (c)     Tenant or any guarantor of
Tenant’s obligations
  under this lease becomes insolvent,
  or makes a transfer in fraud of creditors, or makes an assignment for the
  benefit of creditors.

  
	
   

  	
   

  
	
   

  	
            (d)     Tenant or any guarantor of
Tenant’s obligations
  under this lease files a petition
  under any section or chapter of the federal Bankruptcy Code, as amended, or
  under any similar law or statute of the United States or any state
  thereof; or Tenant or any guarantor of Tenant’s obligations under this lease is adjudged bankrupt or insolvent in
  proceedings filed against Tenant or
  any guarantor of Tenant’s obligations under this lease thereunder.

  
	
   

  	
   

  
	
   

  	
            (e)     A receiver or Trustee is appointed
for the
  Demised Premises or for all or substantially
  all of the assets of Tenant or any guarantor of Tenant’s obligation under
  this lease.

  
	
   

  	
   

  
	
   

  	
            (f)     Tenant deserts or vacates or
commences to desert
  or vacate the Demised Premises or
  any substantial portion of the Demised Premises or at any time prior to the
  last month of the lease term removes or attempts to remove, without
  the prior written consent of Landlord, all
  or a substantial amount of Tenant’s goods, wares, equipment, fixtures,
  furniture, or other personal
  property.

  
	
   

  	
   

  
	
   

  	
            (g)     Tenant does or permits to be done
anything which
  creates a lien upon the Demised
  Premises or upon all or any part of the Project.

  
	
   

  	
   

  
	
   

  	
            (h)     Tenant
  makes an anticipatory breach of this lease. The term “anticipatory breach” means either (a) Tenant’s repudiation
  of this lease in writing, or (b) the combination of (i) Tenant’s
  desertion or vacation or commencement of desertion or vacation of the Demised
  Premises or removal of all or a
  substantial amount of Tenant’s goods, wares, equipment, fixtures, furniture, or other personal property from the
  Demised Premises, and (ii) Tenant’s failure to pay any minimum guaranteed rent or other amounts
  due under this lease as and when they are due and payable.

  



          22.2     Upon
the occurrence of any such events of default, Landlord has the option to pursue
any one or more of the following remedies:


	
   

  	
   

  
	
   

  	
            (a)     Without
  any further notice or demand whatsoever, Landlord may enter upon and take possession of the Demised Premises and
  expel or remove Tenant and any other person who may be occupying the Demised Premises or any
  part of the Demised Premises, by force, if necessary (except to the
  extent prohibited by Texas law), without being liable for prosecution or any claim for damages for such action. Such
  expulsion and removal by Landlord cannot be deemed a termination or forfeiture of this lease or acceptance of
  Tenant’s surrender of the Demised Premises unless Landlord expressly notifies
  Tenant in writing that Landlord is terminating or forfeiting this
  lease or accepting Tenant’s surrender of the Demised Premises. If Landlord expels or removes Tenant and any other
  person from the Demised Premises without terminating or forfeiting this lease or accepting surrender of the
  Demised Premises, Landlord must
  attempt to mitigate its damages. In any situation in which Landlord is
  attempting to mitigate its
  damages, Landlord will conclusively be deemed to have done so if Landlord
  lists the Demised Premises with a real estate broker or agent (which may be
  affiliated with Landlord) and considers all written proposals for such space
  made by such broker or agent; provided, however, that in no event will
  Landlord (i) be obligated to travel outside a radius of thirty (30) miles
  from its principal office in order to
  meet with a prospective tenant, (ii) be obligated to expend monies for
  finish-out requested by a prospective tenant unless Landlord, in its sole
  discretion, believes that the excess rent
  Landlord will receive and the credit of the prospective tenant support such a
  decision, (iii) be required to
  give preference to the Demised Premises over other spaces in the Project,
  (iv) be required to agree to allow an existing tenant of the Project to move
  from their existing space to all or any of the Demised Premises, or (v) be
  required to accept any lease proposal which Landlord, in its sole discretion,
  deems unacceptable. In attempting to relet or actually reletting the Demised Premises, Landlord will be free to
  enter into a direct lease with the proposed replacement tenant and
  will not be acting as Tenant’s agent, although the proceeds Landlord actually
  receives for any time period will be credited against Tenant’s obligations
  for the same time period. Tenant will not
  be entitled to any additional credit (for example, if Landlord
  receives amounts during a particular time period in excess of Tenant’s
  obligations for the same time period,
  Landlord will not be required to credit such excess against Tenant’s obligations for any other time period). Until
  Landlord is able, through such efforts, to relet the Demised Premises, Tenant must pay to Landlord,
  on or before the first day of each calendar month, in advance, the monthly rentals and other charges provided in
  this lease. At such time, if any, as Landlord relets the Demised
  Premises, Tenant must pay to Landlord on the 20th day of each calendar month the difference between the
  monthly rentals and other charges provided in

  






17







	
   

  	
   

  
	
   

  	
  this lease for such calendar
  month and the amount actually collected by Landlord for such month from the occupant to whom Landlord has re-let
  the Demised Premises. If it is necessary for Landlord to bring suit in
  order to collect any deficiency, Landlord has the right to allow such deficiencies to accumulate and to bring an
  action on several or all of the accrued deficiencies at one time. Any
  such suit cannot prejudice in any way the right of Landlord to bring a
  similar action for any subsequent
  deficiency or deficiencies.

  
	
   

  	
   

  
	
   

  	
            (b)     Without
  any further notice or demand whatsoever, Landlord may terminate this lease by written notice to Tenant, in which
  event Tenant must immediately surrender the Demised Premises to Landlord, and if Tenant fails to do
  so, Landlord may, without prejudice to any other remedy which Landlord may
  have for possession or arrearages in rent (including any late charge or
  interest which may have accrued pursuant to Section 4.3 of this
  lease), enter upon and take possession of
  the Demised Premises and expel or remove Tenant and any other person who may be occupying the Demised Premises or any part
  thereof, by force, if necessary (except to the extent prohibited by
  Texas law), without being liable for prosecution or any claim for damages therefor. In such event and to the fullest
  extent permitted by applicable law, Tenant hereby agrees to pay the difference between the total
  of all monthly rentals and other charges provided in this lease for the remainder of the term and
  the reasonable rental value of the Demised Premises for such period,
  such difference to be discounted to present value at a rate equal to the rate
  of interest which is allowed by law in the
  State of Texas when the parties to a contract have not agreed on any
  particular rate of interest (or, in the absence of such law, at the rate of
  six percent per annum).

  
	
   

  	
   

  
	
   

  	
            (c)     Without any further notice or
demand whatsoever,
  Landlord may pursue the following
  remedies for the following specific defaults:

  






	
   

  	
   

  
	
   

  	
  
          (i)     In
the event of any default described in Subsection 22.1(b) of this lease, Landlord has the right to enter upon the Demised
Premises, by force, if necessary (except to the extent prohibited by Texas law), without being liable for
prosecution or any claim for damages therefor, and do whatever Tenant is
obligated to do under the terms of this lease; and Tenant agrees to reimburse Landlord on demand for any
expenses which Landlord may incur in thus effecting compliance with Tenant’s
obligations under this lease, and
Tenant further agrees that Landlord cannot be liable for any damages
resulting to the Tenant from such action. 

  
	
   

  	
   

  
	
   

  	
  
          (ii)     In
the event of any default described in Subsection 22.1(g) of this lease, Landlord may pay or bond around such lien,
whether or not contested by Tenant; and in such event Tenant agrees to
reimburse Landlord on demand for all costs and expenses incurred in
connection with any such action, with Tenant further agreeing that Landlord is in no event liable for any damages or claims
resulting from such action. 

  



          If
Landlord elects to exercise the remedy prescribed in Subsection 22.2(a) or
22.2(c) above, this election in
no way prejudices Landlord’s right at any time thereafter to cancel such
election in favor of the remedy
prescribed in Subsection 22.2(b) above, provided that at the time of
such cancellation Tenant is still in default. Pursuit of any of the above
remedies does not preclude pursuit of any other remedies prescribed in other sections of this lease and any
other remedies provided by law or in equity. Forbearance by Landlord to enforce one or more of the remedies herein
provided upon an event of default cannot be deemed or construed to constitute a
waiver of such default. No agreement to accept a surrender of the Demised Premises and no act or omission by
Landlord or Landlord’s agent during the term of this lease will constitute an acceptance of surrender
of the Demised Premises unless made in writing and signed by Landlord. Similarly, no reentry or
taking of possession of the Demised Premises by Landlord will constitute
an election by Landlord to terminate this lease unless a written notice of such
intention, signed by Landlord, is given to
Tenant.


          22.3     It
is expressly agreed that in determining “the monthly rentals and other charges
provided in this lease,” as that term is used throughout Subsections 22.2(b)
and 22.2(c)(ii) above, there will be added to the minimum guaranteed rental (as specified in Sections 1.1(m) of this lease) a sum equal to the charges for maintenance of the Common
Area (as specified in Section 7.4 of this lease), the payments for taxes,
charges and insurance (as specified in Article 6 of this lease). It is
further understood and agreed that the
phrase “without any further notice or demand whatsoever” incorporates Tenant’s
full, final, and complete waiver of
all demands and notices permitted or required by applicable law, whether
statutory or common law, and in
equity (including, without limitation, any statutory requirement of prior
written notice for filing eviction
or damage suits for nonpayment of rent), it being understood and agreed that if
any notice is appropriate, it is
provided for in Section 22.1.




18







          22.4     It is further agreed that, in
addition to
payments required pursuant to Section 22.2 above, Tenant must compensate Landlord for all expenses
incurred by Landlord in repossession (including, among other expenses, any increase in insurance premiums caused by the
vacancy of the Demised Premises), all
expenses incurred by Landlord in reletting (including, among other expenses,
repairs, remodeling, replacements,
advertisements and brokerage fees), all concessions granted to a new tenant upon reletting (including, among other
concessions, renewal options), all losses incurred by Landlord as a direct or indirect result of Tenant’s default
(including, among other losses, any adverse reaction by Landlord’s Mortgagee or by other tenants or
potential tenants of the Project) and a reasonable allowance for
Landlord’s administrative efforts, salaries and overhead attributable directly
or indirectly to Tenant’s default and Landlord’s
pursuing the rights and remedies provided herein and under applicable law.


          22.5     Landlord may restrain or enjoin
any breach or
threatened breach of any covenant, duty or obligation of Tenant herein contained without the necessity of proving
the inadequacy of any legal remedy or irreparable harm. The remedies of
Landlord hereunder are deemed cumulative and not exclusive of each other.


          22.6     If on account of any breach or
default by Tenant
in its obligations hereunder, Landlord employs
an attorney to present, enforce or defend any of Landlord’s rights or remedies
hereunder, Tenant agrees to pay any
reasonable attorney’s fees and court costs incurred by Landlord in such
connection.


          22.7     In the event that Tenant fails to
pay any rent or
other amounts due under this lease, or in the event any one or more provisions of this Article 22 authorizes
Landlord to enter the Demised Premises, Landlord is entitled and is
hereby authorized, without any notice to Tenant, to enter upon the Demised Premises by use of a duplicate key, a
master key, a locksmith’s entry procedures or any other means not involving personal confrontation, and to
alter or change the door locks on all entry doors of the Demised
Premises, thereby permanently excluding Tenant. In such event Landlord will not
be obligated to place any written notice on
the Demised Premises explaining Landlord’s action; moreover, if a reason for
Landlord’s action is the failure of Tenant to pay any one or more rentals when
due pursuant to this lease, Landlord will not be required to provide the new
key (if any) to Tenant until and unless all rental defaults of Tenant have been fully cured.



          22.8     Tenant acknowledges its
obligation to deposit
with Landlord the sum stated in Section 1.1(o) above, to be held by Landlord without interest as
security for the performance by Tenant of Tenant’s covenants and
obligations under this lease. Tenant agrees that such deposit may be co-mingled
with Landlord’s other funds and is not an
advance payment of rental or a measure of Landlord’s damages in case of default by Tenant. Upon the occurrence
of any event of default by Tenant, Landlord may, from time to time, without
prejudice to any other remedy provided herein or provided by law, use such fund
to the extent necessary to make good any arrears of rentals and any other
damage, injury, expense or liability caused
to Landlord by such event of default, and Tenant must pay to Landlord on demand
the amount so applied in order to restore the security deposit to its
original amount. If Tenant is not then in default hereunder, any remaining balance of such deposit will be returned by
Landlord to Tenant upon termination
of this lease (subject to the provisions of Section 19.6 above). 


          22.9     In
the event of any default described in Subsection (d) of Section 22.1 of
this lease, any assumption and assignment
must conform with the requirements of the Bankruptcy Code which provides, in
part, that the Landlord must be provided with adequate assurance (i) of the
source of rent and other consideration due
under this lease; (ii) that the financial condition and operating performance
of any proposed assignee and its
guarantors, if any, is similar to the financial condition and operating performance of Tenant and its guarantors, if any,
as of the date of execution of this lease; (iii) that any assumption or
assignment is subject to all of the provisions of this lease (including, but
not limited to, restrictions as to
use) and will not breach any such provision contained in any other lease,
financing agreement or other
agreement relating to the Project; and (iv) that any assumption or assignment
will not disrupt any tenant mix or
balance in the Project.


	
   

  	
   

  
	
   

  	
               (a)     In
  order to provide Landlord with the assurance contemplated by the Bankruptcy Code, Tenant must fulfill the following
  obligations, in addition to any other reasonable obligations that
  Landlord may require, before any assumption of this lease is effective: (i)
  all defaults under Subsection (a) of
  Section 22.1 of this lease must be cured within ten (10) days after the
  date of assumption; (ii) all other defaults under Section 22.1 of this
  lease other than under Subsection (d)
  of Section 22.1 must be cured
  within fifteen (15) days after the date of assumption; (iii) all actual monetary losses incurred by Landlord
  (including, but not limited to, reasonable attorneys fees) must be
  paid to Landlord within ten (10) days after the date of assumption; and (iv) Landlord must receive
  within ten (10) days after the date of assumption a security deposit in the
  amount of six (6) months minimum guaranteed rent (using the minimum
  guaranteed rent rate in effect for the first full month immediately following
  the assumption) and an advance
  prepayment of minimum guaranteed rent in the amount of three (3) months
  minimum

  






19







	
   

  	
   

  
	
   

  	
  guaranteed rent (using the
  minimum guaranteed rent in effect for the first full month immediately following the assumption), both sums to be held
  by Landlord in accordance with Section 22.8 above and deemed to be rent under this lease for
  the purposes of the Bankruptcy Code as amended and from time to time
  in effect.

  
	
   

  	
   

  
	
   

  	
                (b)     In
  the event this lease is assumed in accordance with the requirements of the Bankruptcy Code and
  this lease, and is subsequently assigned, then, in addition to any other reasonable obligations
  that Landlord may require and in order to provide Landlord with the assurances contemplated by the Bankruptcy
  Code, Landlord must be provided with (i) a financial statement of the proposed assignee prepared in accordance with
  generally accepted accounting principles consistently applied, though on a
  cash basis, which reveals a net worth in an amount sufficient, in Landlord’s
  reasonable judgment, to assure the future performance by the proposed assignee of Tenant’s obligations under this
  lease; or (ii) a written guaranty by one or more guarantors with financial ability sufficient to
  assure the future performance of Tenant’s obligations under this lease, such guaranty to be in form and content
  satisfactory to Landlord and to cover the performance of all of Tenant’s
  obligations under this lease.

  



          22.10
  In addition to any and all other remedies available to Landlord herein,
Landlord shall at any
and/or all times have a right of offset against any sums of money due from
Landlord to Tenant for the payment of any and
all rentals and other sums of money becoming due hereunder from Tenant, and for
the payment of any and all damages or loss which Landlord may suffer by
reason of the breach by Tenant of any covenant, agreement or condition
contained herein.


ARTICLE 23 

LANDLORD’S CONTRACTUAL
SECURITY INTEREST


          23.1     In
addition to the statutory Landlord’s lien, Landlord has at all times a valid
security interest to secure payment of all rentals and other sums of money
becoming due hereunder from Tenant, and to secure payment of any damages or loss which
Landlord may suffer by reason of the breach by Tenant of any covenant,
agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant presently, or which may hereafter be, situated on
the Demised Premises, and all proceeds therefrom, and such property must not be
removed without the consent of Landlord until
all arrearages in rent as well as any and all other sums of money then
due to Landlord or to become due to Landlord hereunder first have been paid and
discharged and all the covenants, agreements and conditions hereof have been
fully complied with and performed by Tenant. Upon
the occurrence of an event of default by Tenant, Landlord may, in addition to
any other remedies provided herein, enter upon the Demised Premises and take
possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property
of Tenant situated on the Demised Premises, without liability for
trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale,
after giving Tenant reasonable notice of the time and place of any public sale or of the time after which
any private sale is to be made, at which sale the Landlord or its assigns may purchase unless
otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other
manner of giving Tenant reasonable notice, the requirement of reasonable notice will be met if such notice is given in
the manner prescribed in this lease at least five days before the time of sale.
Any sale made pursuant to the provisions of this paragraph will be deemed to have been a public sale conducted in a
commercially reasonable manner if held in the above-described Demised Premises
or where the property is located after the time, place and method of sale and a general description of the types of
property to be sold have been advertised in a daily newspaper published in the county in which the
property is located, for five consecutive days before the date of the sale. The proceeds from any such
disposition, less any and all expenses connected with the taking of possession,
holding and selling of the property (including reasonable attorney’s fees and
legal expenses), will be applied as a
credit against the indebtedness secured by the security interest granted in
this paragraph. Any surplus will be paid to Tenant or as otherwise required by
law; the Tenant must pay any deficiencies forthwith. Tenant hereby
agrees that a carbon, photographic or other reproduction of this lease is sufficient to constitute a financing
statement. Tenant nevertheless agrees that upon request by Landlord, Tenant
will execute and deliver to Landlord a financing statement in form sufficient
to perfect the security interest of Landlord in the aforementioned
property and proceeds thereof under the provisions of the Uniform Commercial
Code (or corresponding state statute or statutes) in force in the state in
which the property is located, as well as
any other state the laws of which Landlord may at any time consider to be
applicable; moreover, Landlord is hereby irrevocably vested with a power of
attorney from Tenant to execute any and all such financing statements on
behalf of Tenant.


          23.2     Landlord
agrees to subordinate Landlord’s foregoing contractual lien rights and any statutory or constitutional lien rights with
respect to Tenant’s property to a third party providing furniture, fixtures and/or equipment for Tenant’s use in the
Demised Premises during the term of this lease (or providing funds for the acquisition of same)
provided that (i) there is no uncured event of default by




20








Tenant under this lease at the time of such
subordination, (ii) such subordination shall be limited to the specified items,
amounts, and times stated in the subordinating instrument, and (iii) such
subordination shall be in writing, signed by all parties, and in the form
attached hereto as Exhibit “I” or another form acceptable to Landlord.


ARTICLE
24 

HOLDING OVER; SURRENDER OF PREMISES


          24.1     In
the event Tenant remains in possession of the Demised Premises after the
expiration of this lease and without the execution of a new lease, it will be
deemed to be occupying the Demised Premises as a tenant at sufferance at a
daily rental equal to the rental herein provided plus fifty percent of such
amount, pro-rated on a daily basis, otherwise subject to all the conditions,
provisions and obligations of this lease insofar as the same are applicable to
a tenancy at sufferance. In addition to the foregoing, Tenant shall be and
remain liable to Landlord for, and shall protect Landlord from and indemnify and
defend Landlord against, all losses and damages, including any claims made by
any succeeding tenant resulting from such failure of Tenant to vacate, and any
consequential damages that Landlord suffers from the holdover.



          24.2     At
the end of the term or the termination of Tenant’s right to possess the Demised
Premises, Tenant must (1) deliver to Landlord the Demised Premises with all
improvements located thereon in good repair and condition, reasonable wear and
tear (subject however to Tenant’s maintenance obligations) excepted, (2)
deliver to Landlord all keys to the Demised Premises, and (3) remove all
signage placed by or on behalf of Tenant on the Demised Premises. All fixtures,
alterations, additions, and improvements (whether temporary or permanent) are
Landlord’s property and must remain on the Demised Premises except as provided
in the next two sentences. Provided that Tenant has performed all of its
obligations hereunder, Tenant may remove all unattached trade fixtures,
furniture, and personal property placed in the Demised Premises by Tenant (but
Tenant cannot remove any such item which was paid for, in whole or in part, by
Landlord). Additionally, Tenant must remove such alterations, additions,
improvements, fixtures, equipment, wiring, furniture, and other property as
Landlord may request, provided such request is made within six months after the
end of the term. All items not so removed will, at the option of Landlord, be
deemed 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 and Tenant must pay for the costs incurred
by Landlord in connection therewith. Any such disposition cannot be considered
a strict foreclosure or other exercise of Landlord’s rights in respect of the
security interest granted under Article 23. All work required of Tenant
under this Section 24.2 must be coordinated with Landlord and be done in
a good and workmanlike manner, in accordance with all laws, and so as not to
damage the Office Building or the Project. Tenant must, at its expense, repair
all damage caused by any work performed by Tenant under this Section 24.2. 


ARTICLE
25 

NOTICES


          25.1     Wherever
any notice is required or permitted hereunder, such notice must be in writing.
Any notice or document required or permitted to be delivered hereunder will be
deemed to be delivered when actually received by the designated addressee or,
if earlier and regardless of whether actually received or not, when deposited
in the United States mail, postage prepaid, certified mail, return receipt
requested, addressed to the parties hereto at the respective addresses set out
in Section 1.1 above (or at Landlord’s option, to Tenant at the Demised
Premises), or such other addresses as they have theretofore specified by
written notice.


          25.2     If
and when included within the term “Landlord” as used in this instrument there
are more than one person, firm or corporation, all must jointly arrange among
themselves for their joint execution of such notice specifying some individual
at some specific address for the receipt of notices and payments to the
Landlord; if and when included within the term “Tenant” as used in this
instrument there are more than one person, firm or corporation, all must
jointly arrange among themselves for their joint execution of such a notice
specifying some individual at some specific address for the receipt of notices
and payments to Tenant. All parties included within the terms “Landlord” and
“Tenant,” respectively, are bound by notices and payments given in accordance
with the provisions of this Article to the same effect as if each had received
such notice or payment. In addition, Tenant agrees that notices to Tenant may
be given by Landlord’s attorney, property manager or other agent.


ARTICLE
26

AMERICANS WITH DISABILITIES ACT


          26.1     Landlord
represents that the Common Area was (or if not yet constructed, will be)
constructed in accordance with the requirements of the Americans With
Disabilities Act of 1990, as amended from time to time, and related state and
municipal laws and regulations (collectively, the




21






“ADA”) as it existed at the
time Landlord constructed the Project. However, Landlord’s sole obligation and
responsibility in the event such representation is not true is to cause the
Common Area to comply with the requirements, as such requirements have been
modified or limited. If there are any changes to the ADA which require changes
to the Common Area, Landlord will improve the Common Area of the Project in
order to comply with the ADA. All costs incurred by Landlord complying with the
terms of the immediately preceding sentence may be included as Common Area
expenses pursuant to and in accordance with the terms of Section 7.4 of this lease.  


          26.2     Tenant
is responsible for compliance with the ADA in all matters regarding both the
configuration of the Demised Premises (the interior as well as all public
and/or employee door entrances) and Tenant’s improvement or alteration of or
business operations at the Demised Premises.


ARTICLE 27
REGULATIONS



          27.1     Landlord
and Tenant acknowledge that there are in effect federal, state, county and
municipal laws, orders, rules, directives and regulations (collectively referred
to hereinafter as the “Regulations”) and that additional Regulations may
hereafter be enacted or go into effect, relating to or affecting the Demised
Premises or the Project, and concerning the impact on the environment of
construction, land use, maintenance and operation of structures, toxic or
otherwise hazardous substances, and conduct of business. Subject to the express
rights granted to Tenant under the terms of this lease, Tenant will not cause,
or permit to be caused, any act or practice, by negligence, omission or
otherwise, that would adversely affect the environment, or do anything or
permit anything to be done that would violate any of the Regulations. Moreover,
Tenant has no claim against Landlord by reason of any changes Landlord may make
in the Project or the Demised Premises pursuant to the Regulations or any
charges imposed upon Tenant, Tenant’s customers or other invitees pursuant to
same. 


          27.2     If,
by reason of any Regulations, the payment to, or collection by, Landlord of any
rental or other charge (collectively referred to hereinafter as “Lease
Payments”) payable by Tenant to Landlord pursuant to the provisions of this
lease is in excess of the amount (the “Maximum Charge”) permitted
thereof by the Regulations, then Tenant, during the period (the “Freeze
Period”) when the Regulations are in force and effect will not be required
to pay, nor will Landlord be permitted to collect, any sum in excess of the
Maximum Charge. Upon the earlier of (i) the expiration of the Freeze Period, or
(ii) the issuance of a final order or judgment of a court of competent
jurisdiction declaring the Regulations to be invalid or not applicable to the
provisions of this lease, Tenant, to the extent not then proscribed by law, and
commencing with the first day of the month immediately following, must pay to Landlord
as additional rental, in equal monthly installments during the balance of the
term of this lease, a sum equal to the cumulative difference between the
Maximum Charges and the Lease Payments during the Freeze Period. If any
provisions of this section, or the application thereof, are to any extent
declared to be invalid and unenforceable, the same will not be deemed to affect
any of the other provisions of this section or of this lease, all of which will
be deemed valid and enforceable to the fullest extent permitted by law.


ARTICLE 28

MISCELLANEOUS


          28.1     Nothing
in this lease can 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 computation of rent, nor any other provision
contained herein, nor any acts of the parties hereto, will be deemed to create
any relationship between the parties hereto other than the relationship of
landlord and tenant.


          28.2     Tenant
must not for any reason withhold or reduce Tenant’s required payments of
rentals and other charges provided in this lease, it being agreed that the
obligations of Landlord under this lease are independent of Tenant’s
obligations except as may be otherwise expressly provided herein. The
immediately preceding sentence cannot be deemed to deny Tenant the ability of
pursuing all rights granted it under this lease or at law; however, as contemplated
in Rule 174(b) of the Texas Rules of Civil Procedure (as such may be amended
from time to time), at the direction of Landlord, Tenant’s claims in this
regard will be litigated in proceedings different from any litigation involving
rental claims or other claims by Landlord against Tenant (i.e., each party may
proceed to a separate judgment without consideration, counterclaim or offset as
to the claims asserted by the other party). Tenant hereby waives and
surrenders, for itself and for all persons or entities claiming by, through,
and under Tenant (including creditors of all kinds), any rights, privileges,
and liens set out under Section 91.004 and 93.003 of the Texas Property Code
(as amended), and Tenant exempts Landlord from any duty or liability
thereunder.


          28.3     The
liability of Landlord to Tenant for any default by Landlord under the terms of
this lease will be limited to the proceeds of sale on execution of the interest
of Landlord in the Demised



22






Premises; and neither Landlord nor any of Landlord’s
agents, employees, representatives, officers, directors, or partners will be
personally liable for any deficiency, except that Landlord will, subject to the
provisions of Section 19.6 hereof, remain personally liable to account
to Tenant for any security deposit under this lease. This clause cannot be
deemed to limit or deny any remedies which Tenant may have in the event of
default by Landlord hereunder which do not involve the personal liability of
Landlord.


          28.4     In
all circumstances under this lease where the prior consent of one party (the “consenting
party”), whether it be Landlord or Tenant, is required before the other
party (the “requesting party”) is authorized to take any particular type
of action, such party must not withhold such consent in a wholly unreasonable
and arbitrary manner; however, the requesting party agrees that its exclusive
remedy if it believes that consent has been withheld improperly (including, but
not limited to, consent required from Landlord pursuant to Section 9.2 or
Section 19.1) is to institute litigation either for a declaratory judgment
or for a mandatory injunction requiring that such consent be given (with the
requesting party hereby waiving any claim for damages, attorneys fees or any
other remedy by reason thereof unless the consenting party refuses to comply
with a court order or judgment requiring it to grant its consent).


          28.5     One
or more waivers of any covenant, term or condition of this lease by either
party cannot be construed as a waiver of a subsequent breach of the same
covenant, term or condition. The consent or approval by either party to or of
any act by the other party requiring such consent or approval cannot be deemed
to waive or render unnecessary consent to or approval of any subsequent similar
act.


          28.6     Whenever
a period of time is herein prescribed for action to be taken by Landlord,
Landlord will not be liable or responsible for, and there will be excluded from
the computation of 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 reasonable control of Landlord.


          28.7     If
any provision of this lease is held to be invalid or unenforceable, the
validity and enforceability of the remaining provisions of this lease will not
be affected thereby.


          28.8     The
laws of the State of Texas govern the interpretation, validity, performance and
enforcement of this lease. Venue for any action under this lease will lie exclusively
in Tarrant County, Texas.


          28.9     The
captions used herein are for convenience only and do not limit or amplify the
provisions hereof.


          28.10   Whenever
herein the singular number is used, the same includes the plural, and words of
any gender include each other gender, as the context so requires.


          28.11   The
terms, provisions and covenants contained in this lease apply to, inure to the
benefit of and bind the parties hereto and their respective heirs, successors
in interest and legal representatives except as otherwise herein expressly
provided.


          28.12   This
lease contains the entire agreement between the parties, and no rights are
created in favor of either party other than as specified or expressly contemplated
in this lease. No brochure, rendering information or correspondence will be
deemed to be a part of this agreement unless specifically incorporated herein
by reference. In addition, no agreement will be effective to change, modify or
terminate this lease in whole or in part unless such is in writing and duly
signed by the party against whom enforcement of such change, modification or
termination is sought.


          28.13   LANDLORD AND TENANT
HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING UPON ANY BROCHURE, RENDERING,
INFORMATION, REPRESENTATION OR PROMISE OF THE OTHER, OR OF THE AGENT OR
COOPERATING AGENT, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS LEASE.


          28.14   Intentionally
deleted.


          28.15   If
Tenant is a corporation or a partnership (general or limited), each person(s)
signing this lease as an officer or partner of Tenant represents to Landlord
that such person(s) is authorized to execute this lease without the necessity
of obtaining any other signature of any other officer or partner, that the
execution of this lease has been authorized by the board of directors of the
corporation or by the partners of the partnership, as the case may be, and that
this lease is fully binding on Tenant. Landlord reserves the right to request evidence
of the approval of this lease and authorization of Tenant’s signatories to bind
Tenant, which evidence shall be satisfactory in form and content to Landlord
and Landlord’s counsel. Tenant hereby represents to Landlord that Tenant is
duly incorporated if Tenant is a corporation or duly



23






formed if Tenant is a partnership, and in good
standing in the State of Texas, and that Tenant is not a subsidiary of any
other entity.


          28.16    The
submission of this lease for examination does not constitute a reservation of
or option for the Demised Premises and shall vest no right in either party
hereto. This lease shall become effective only after the full execution and
delivery hereof by all of the parties hereto and upon the approval by the
holder of any mortgage encumbering the Project.


          28.17    This
lease has been entered into by the undersigned parties after arms-length
negotiation, with each party hereto hereby acknowledging that it and its
counsel, if it so chooses, have had an opportunity to review this lease, and
therefore, the parties agree that this lease shall not be construed against Landlord
on the ground that Landlord’s representatives prepared this lease.


          28.18    This
lease may be executed in several counterparts, each of which will be deemed an
original, and all of which will constitute but one and the same instrument.


          28.19    Tenant
shall not record this lease nor any memorandum or short form hereof, nor shall
Tenant permit or cause same to be recorded, without Landlord’s prior written
consent. Any attempted recordation of this lease or of a memorandum or short
form hereof by Tenant without having first obtained Landlord’s written approval
— which approval may be granted or denied in Landlord’s sole discretion —
shall, at Landlord’s option, constitute an event of default by Tenant and, at
Landlord’s option, may void this lease and Tenant’s rights hereunder.


          28.20    This
lease is for the sole benefit of Landlord and Tenant, and, other than any
ground lessor under any ground lease and/or any holder of any mortgage, deed of
trust or other lien encumbering the Project (or any part thereof), no third
party shall be deemed a third party beneficiary hereof.


          28.21    Tenant’s
obligations under this lease (including, without limitation, each indemnity
agreement and hold harmless agreement of Tenant contained herein) shall survive
the expiration or earlier termination of this Lease.


          28.22    IT IS AGREED BY AND BETWEEN
LANDLORD AND TENANT THAT
THE RESPECTIVE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN
ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, AND/OR TENANT’S USE OR
OCCUPANCY OF THE DEMISED PREMISES.


          28.23    This
lease consists of twenty-eight articles and Exhibits “A” through “J”.
All exhibits, attachments and addenda referred to herein shall be considered a
part hereof for all purposes with the same force and effect as if copied at
verbatim herein. The exhibits and/or addenda attached hereto are listed as
follows:


	
 

	
 

	
 

	
 


	
 

	
Exhibit “A”

	
 

	
Site Plan of the Project 


	
 

	
Exhibit “A-l”

	
 

	
First Stage of Grand Avenue Project 


	
 

	
Exhibit “A-2”

	
 

	
Site Plan of Southlake Town Square Development 


	
 

	
Exhibit “B”

	
 

	
Demised Premises 


	
 

	
Exhibit “C”

	
 

	
Construction: Turnkey Improvements by Landlord 


	
 

	
Exhibit “C-1”

	
 

	
Depiction of Landlord’s Work 


	
 

	
Exhibit “D”

	
 

	
Prohibited and Restricted Uses 


	
 

	
Exhibit “E”

	
 

	
Relinquishment of Lien Rights 


	
 

	
Exhibit “F”

	
 

	
Sign Criteria 


	
 

	
Exhibit “G”

	
 

	
Tenant Estoppel Certificate 


	
 

	
Exhibit “H”

	
 

	
Nondisturbance, Attornment and Subordination
  Agreement 


	
 

	
Exhibit “I”

	
 

	
Landlord Subordination 


	
 

	
Exhibit “J”

	
 

	
Communications Antenna 





(signature blocks on following page)



24






          EXECUTED
as of the latest date accompanying a signature by Landlord or Tenant below.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
LANDLORD:

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
SLTS GRAND AVENUE, L.P., 

	
 


	
ATTEST or WITNESS : 

	
 

	
a Texas limited
  partnership

	
 


	


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
By: 

	
SLTS Grand Avenue Genpar,
  L.L.C.,

	
 


	
 

	
 

	
a Texas limited liability
  company,

	
 


	


	
 

	
 

	
its general partner

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	
 

	
 

	
By: 

	
Cooper & Stebbins,
  L.P.,

	
 


	
 

	
 

	
 

	
 

	
sole member

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
By: 

	
CS Town Centres, LLC, 

	
 


	
 

	
 

	
 

	
 

	
 

	
general partner

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
By:

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
   Brian R. Stebbins,
   Member

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Date of Signature: May 10,
  2006

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Landlord’s Taxpayer I.D.
  No.: 20-1394380

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
TENANT: 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
QUALITY SYSTEMS INC., 

	
 


	
 

	
 

	
a California corporation,

  d/b/a QSI, Inc.

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
ATTEST or WITNESS:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	




	
 

	
By: 

	


	
 


	
 

	
 

	
 

	


	
 


	
 

	
 

	
Name:  Patrick Clive

	
 


	
 

	
 

	
Title:   Executive VP

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
Date of Signature: 5-3-06

	
 


	
 


	
 

	
 

	
Taxpayer I.D. No.:
  95-2888568

	
 





25






EXHIBIT
“A” 


SITE
PLAN OF THE PROJECT




THIS SITE PLAN IS PRESENTED SOLELY FOR THE PURPOSE OF
IDENTIFYING THE APPROXIMATE LOCATION AND SIZE OF THE DEMISED PREMISES. BUILDING
SIZES, SITE DIMENSIONS, ACCESS AND PARKING AREAS, EXISTING TENANT LOCATIONS AND
IDENTITIES ARE SUBJECT TO CHANGE AT THE LANDLORD’S DISCRETION, EXCEPT AS
OTHERWISE EXPRESSLY RESTRICTED IN THE TEXT OF THE LEASE. THE PROJECT INCLUDES
LAND THAT IS OWNED (OR WILL BE OWNED) BY LANDLORD AND ITS AFFILIATES, BUT THE
PROJECT WILL BE OPERATED AS A UNIFIED WHOLE.



26






EXHIBIT
“B”


DEMISED PREMISES





27






EXHIBIT “C” 

CONSTRUCTION: TURNKEY IMPROVEMENTS BY LANDLORD


ARTICLE 1
GENERAL


          A.     Subject
to the provisions below and the conditions in the Lease, Landlord agrees that
it will proceed to construct (or, to the extent already partially constructed,
will complete) an office unit upon the Demised Premises in substantial
compliance with the description of Landlord’s Work in Articles III and V
below and in Exhibit “C-1”; provided, however, Landlord’s total cost to
construct Landlord’s Work (including all space planning, design services, and
construction manager fees relating to Landlord’s Work) will not exceed
Eighty-Seven Thousand Eight Hundred Thirty-Three and No/100 Dollars
($87,833.00) (“Maximum Landlord Cost”). Tenant shall be solely
responsible for all construction costs for the Demised Premises above the
Maximum Landlord Cost. Simultaneously with Tenant’s execution of this lease,
Tenant shall deliver to Landlord the sum of Twenty Thousand Six Hundred
Seventy-Nine and 79/100 Dollars ($20,679.79) representing Tenant’s estimated share
of the construction costs for the Demised Premises above the Maximum Landlord
Cost. If Landlord subsequently determines in its reasonable judgment that
Tenant’s estimated share of the construction costs of the Demised Premises is
greater than $20,679.79, then Tenant shall promptly deposit with Landlord upon
written demand additional funds, as necessary, so that Tenant pays one hundred
percent (100%) of Tenant’s actual share of the construction costs of the
Demised Premises. The Demised Premises shall be deemed “ready for occupancy”
when Landlord’s Work has been substantially completed (except for minor
finishing jobs); provided, however, that if Landlord’s Work is delayed because
of a default or failure, or both, of Tenant, then the Demised Premises shall
also be deemed “ready for occupancy” when Landlord’s Work would have been
substantially completed if Tenant’s default or failure, or both, had not
occurred. When the Demised Premises are ready for occupancy (which, unless
Tenant objects and Landlord’s architect or general contractor fails to certify
to the date selected by the Landlord, shall be the date Landlord delivers to
Tenant a written or verbal statement to the effect that they are ready for
occupancy), Tenant agrees to accept possession thereof and to proceed with due
diligence to perform Tenant’s Work, as described in Article IV below,
and to open for business at the Demised Premises. Tenant agrees that at the
request of Landlord, Tenant will, following the Commencement Date, execute and
deliver a written statement acknowledging that Tenant has accepted possession
and reciting the exact Commencement Date and expiration date of this lease.


          B.     If
for any reason the Demised Premises are not ready for occupancy by the
estimated date specified in Section 1.1(k) above, Landlord cannot be
deemed to be in default or otherwise liable in damages to Tenant, nor shall the
term of this lease be affected. If, however, for any reason the Demised
Premises are not ready for occupancy by July 1, 2006, Landlord cannot be deemed
to be in default or otherwise liable in damages to Tenant, but this lease will
automatically terminate, in which event, neither party will have any further
liabilities or obligations except that Landlord must repay to Tenant any prepaid
rent or security deposit.


          C.     In
the event of any dispute as to work performed or required to be performed by
Landlord or Tenant, the certificate of Landlord’s architect or general
contractor is conclusive. By occupying the Demised Premises, Tenant will be
deemed to have accepted the same and to have acknowledged that the same fully
comply with Landlord’s covenants and obligations under this lease. Occupancy of
the Demised Premises by Tenant prior to the Commencement Date is subject to all
of the terms and provisions of this lease, excepting only those requiring the
payment of rent.


ARTICLE II 

PRE-CONSTRUCTION OBLIGATIONS


          If Tenant desires any improvements within the Demised
Premises other than those described in Articles III and IV of this Exhibit
“C” or Exhibit “C-l” attached to this lease, then the provisions set
forth in this Article II will apply to such improvements:


          A.     All plans, diagrams, schedules, specifications and
other data relating to Tenant’s preferences in connection with Landlord’s Work
must be furnished by Tenant to Landlord complete, sufficient to obtain a
building permit, and ready for Landlord’s consideration and final


28






approval within five (5) days after execution of this
lease (or at such time as may be specified in this exhibit).


          B.     Tenant
shall secure Landlord’s written approval of all designs, plans, specifications,
materials, construction schedule, contractors and contracts for work to be
performed by Tenant before beginning the work (including following whatever
“work letter” instructions, if any, which Landlord may deliver to Tenant in
connection with the work), and shall secure all necessary licenses and permits
to be used in performing the work. Tenant’s finished work shall be subject to
Landlord’s approval and acceptance.


          C.     Should
Tenant request and Landlord approve any variation in the interior finishing of
the Demised Premises, and if such items are a part of Landlord’s Work as
described below, the variation must be incorporated in the plans to be
furnished by Tenant. In such event, Tenant must pay to Landlord any increase in
the cost of Landlord’s Work, including, without limitation, design,
architectural and other professional costs, as determined by Landlord or its
contractor or architect at the time of incorporation of such variation into
Landlord’s Work.


          D.     The
insurance requirements under Article l5 of the lease and the indemnity
requirements under Article 16 of the lease shall apply during the
construction contemplated in this exhibit, and Tenant must provide evidence of
appropriate insurance coverage prior to beginning any of Tenant’s Work. In
addition, and without limiting the generality of the immediately preceding
sentence, at Landlord’s option, Landlord may require that prior to beginning
any of Tenant’s Work, Tenant must provide Landlord with evidence of insurance
covering both Tenant and Tenant’s contractor against damage to their personal
property, as well as against third-party liability and worker’s compensation
claims arising out of all construction and associated activities, as stated
below:


	
 

	
 

	
 


	
 

	
          1.     Worker’s Compensation at statutory limits, as
  required by the state where work is being performed and Employer’s Liability
  with limits no less than One Million Dollars ($1,000,000.00) for each
  accident or occupational disease.


	
 

	
 

	
 


	
 

	
          2.     Commercial
  General Liability, including Premises Operations, Products, and Completed
  Operations Liability, Independent Contractors Liability, Contractual
  Liability and Broad Form Property Damage Liability with limits no less than:








	
 

	
 

	
 


	
 

	
         Bodily Injury and 

	
Two Million Dollars


	
 

	
($2,000,000.00) 


	
 

	
         Property Damage Liability

	
each occurrence/aggregate


	
 

	
 


	
 

	
         Personal Injury
  Liability 

	
Two Million Dollars 


	
 

	
($2,000,000.00)

	
 


	
 

	
 

	
each occurrence/aggregate








	
 

	
 


	
 

	
Such liability insurance shall provide coverage for
  explosion, collapse, and underground exposures, if applicable, and
  contractual liability coverage, shall insure Tenant’s contractors and any
  subcontractors against any and all claims for personal injury, including
  death resulting therefrom, and damage to property of others arising from
  operations under contracts whether such operations are performed by Tenant’s
  contractors or by any subcontractor for whose acts any of them may be liable
  and shall include the condition that it is primary and that any liability
  insurance maintained by Landlord or any other additional insured is excess
  and noncontributory.


	
 

	
 


	
 

	
          3.     Comprehensive
  Automobile Liability Insurance, including the ownership, maintenance, and
  operation of any automobile equipment owned, hired, and non-owned, including
  the loading and unloading thereof in the following minimum amounts:








	
 

	
 

	
 


	
 

	
         Bodily Injury and

	
Two Million Dollars


	
 

	
($2,000,000.00)

	
 


	
 

	
         Property Damage
  Liability

	
each accident








	
 

	
 


	
 

	
          4.
       Umbrella Liability Insurance covering all operations of contractor with limits no less than:








	
 

	
 

	
 


	
 

	
         Bodily Injury and

	
Two Million Dollars


	
 

	
($2,000,000.00)

	
 


	
 

	
         Property Damage
  Liability

	
each occurrence/aggregate





29







	
 

	
 

	
 


	
 

	
          5.     Builder’s
  Risk Completed Value Form covering All Risks of Physical Loss or Damage on
  Tenant’s Work in the Demised Premises as it relates to the building in which
  the Demised Premises are located, naming the interests of Landlord and its
  agents and employees and Tenant’s contractors as additional insureds, as
  their respective interests may appear.


	
 

	
 

	
 


	
All policies of insurance are subject to Landlord’s
  prior approval and special conditions, including the following:


	
 

	
 

	
 


	
 

	
a.          Each
  policy must be endorsed to provide that the carrier waives its right of
  subrogation against Landlord and its general partners, agents, managers, and
  lenders. During Landlord’s construction activities, each such policy shall in
  addition be endorsed to provide that the carrier waives its right of
  subrogation against Landlord’s general contractor.


	
 

	
 

	
 


	
 

	
b.          Each
  policy shall be endorsed to name Landlord and its general partners, agents,
  managers, and lenders as additional insureds, and that the policy is primary
  over any other applicable insurance. During Landlord’s construction
  activities, each such policy shall in addition be endorsed to name Landlord’s
  general contractor.





ARTICLE
III 

DESCRIPTION OF LANDLORD’S WORK


          The
work to be done by Landlord is limited to the purchase and installation of all
items required to complete the work described in Articles III and V of
this Exhibit “C”, subject to the terms of this Exhibit “C”.


	
 

	
 

	
 

	
 


	
 

	
A.

	
Structure:


	
 

	
 

	
 


	
 

	
 

	
1.

	
Exterior building walls, roof, and all structural
  items shall be provided per Landlord’s design and specifications.


	
 

	
 

	
 

	
 


	
 

	
 

	
2.

	
A flat concrete floor slab shall be installed to receive
  Tenant’s selected floor finish.


	
 

	
 

	
 

	
 


	
 

	
B.

	
Building Finishes:


	
 

	
 

	
 


	
 

	
 

	
1.

	
Interior fire escape type stairs shall be installed.


	
 

	
 

	
 

	
 


	
 

	
 

	
2.

	
ADA accessible men’s and/or women’s restrooms shall
  be provided for each floor.


	
 

	
 

	
 

	
 


	
 

	
 

	
3.

	
Building standard doors, frames, and hardware shall
  be provided only for the building core areas, such as stairs, restrooms,
  service and utility closets and other public areas, as required.


	
 

	
 

	
 

	
 


	
 

	
 

	
4.

	
Glass shall be thermal window units.


	
 

	
 

	
 

	
 


	
 

	
 

	
5.

	
Building standard 2’X2’ suspended grid will be
  installed, continuous, over interior partitions and demising walls. Ceiling
  height is 9’-2” in all Tenant improvement areas. Building standard ceiling
  tile will be furnished and is to be installed by the Tenant.


	
 

	
 

	
 

	
 


	
 

	
 

	
6.

	
Interior walls shall be limited to perimeter drywall
  at elevator shafts, stairs shafts, restrooms, corridors and support rooms
  within the core areas. The interior surface of exterior walls will be 5/8”
  gypsum board to roof deck on metal studs with R-19 insulation. Finish will
  include tape and bed only. Side wall demising partitions for Tenant’s
  premises shall extend to the ceiling grid and are Tenant’s responsibility.
  Tenant’s side of corridor walls will be 5/8” gypsum board to 8” above ceiling
  with R-11 insulation. Finish will include tape and bed only.


	
 

	
 

	
 

	
 


	
 

	
 

	
7.

	
Drywall ceilings shall be limited to the restrooms,
  lower lobbies and stairwells.






30








	
 

	
 

	
 

	
 


	
 

	
 

	
8.

	
Interior
  finishes/paint shall be at the elevator lobbies, stairs, restrooms and common
  corridors.


	
 

	
 

	
 

	
 


	
 

	
 

	
9.

	
Restrooms
  shall be completely fitted with the appropriate toilet partitions and
  accessories.


	
 

	
 

	
 

	
 


	
 

	
C.

	
Mechanical/Electrical/Utilities


	
 

	
 

	
 

	
 


	
 

	
 

	
1.

	
All
  elevators shall be hydraulic.


	
 

	
 

	
 

	
 


	
 

	
 

	
2.

	
Fire
  sprinklers shall be included on the basis of an open area concept (code
  minimum). The sprinkler heads will be turned up for modification by the
  Tenant contractor.


	
 

	
 

	
 

	
 


	
 

	
 

	
3.

	
Primary
  electrical service shall be extended into the Building along with main
  panels.


	
 

	
 

	
 

	
 


	
 

	
 

	
4.

	
2’ X 4’
  fluorescent fixtures with 24 cell parabolic reflectors (LF-1) are building
  standard and will be provided at the rate of one (1) per 134 square feet of
  usable area. These fixtures will be installed in the ceiling grid but not
  wired.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Fire alarm
  systems shall be per code minimum.


	
 

	
 

	
 

	
 


	
 

	
 

	
5.

	
Conditioned
  air will be extended to the Demised Premises. This consists of fan powered
  induction boxes (PIB) located in the above ceiling areas of the shell
  building. Tenant provides secondary distribution from the PIB to their
  individual space.


	
 

	
 

	
 

	
 


	
 

	
 

	
6.

	
Landlord
  shall provide a means of supplying telephone service for the building.
  Telephone service to individual suites will be provided by the Tenant.


	
 

	
 

	
 

	
 


	
 

	
D.

	
Parking
  Areas and Walks:


	
 

	
 

	
 


	
 

	
 

	
1.

	
Parking
  areas must be hard surfaced.


	
 

	
 

	
 

	
 


	
 

	
 

	
2.

	
Walks must
  be surfaced with concrete, stone, brick or other hard material as specified
  by Landlord.


	
 

	
 

	
 

	
 


	
 

	
 

	
3.

	
Parking
  areas and walks must be provided with reasonably adequate artificial
  lighting.


	
 

	
 

	
 

	
 


	
 

	
E.

	
Limitations
  and Conditions:


	
 

	
 

	
 

	
 


	
 

	
 

	
1.

	
Landlord’s
  Work is limited to that required by this Article III and by Article
  V. All work not so classified as Landlord’s Work is Tenant’s Work.


	
 

	
 

	
 

	
 


	
 

	
 

	
2.

	
Landlord
  will perform work which is in excess of that required by this Article III
  and by Article V only after Tenant has deposited full payment for same
  (estimated amount of $20,679.79) with Landlord in the form of cash, money
  order or cashier’s check as provided in Article I, Item A of this Exhibit
  “C” (with any delay in Tenant’s making such deposit to be deemed a
  default under this lease, without the requirement of additional notice from
  Landlord, and causing Tenant’s time period for completing Tenant’s Work and
  opening for business to commence as if Tenant’s delay had not occurred).


	
 

	
 

	
 

	
 


	
 

	
 

	
3.

	
Landlord
  will provide Tenant with keys to corridor entry doors, upon move in, at no
  charge. Landlord will be sole provider of keys to the Demised Premises. Changes
  to key or core interior doors are the responsibility of the Tenant.






31







ARTICLE IV

DESCRIPTION OF TENANT’S WORK



          A.     If
Tenant desires any improvements within the Demised Premises other than those
described in Articles III and V of this Exhibit “C” or in Exhibit
“C-l” attached to this lease, all such work must be undertaken by Tenant at
Tenant’s expense and must not damage the building or any part thereof. Any roof
penetration shall be performed by Landlord’s roofer or, at Landlord’s option,
by a bonded roofer approved in advance by Landlord. The work shall be begun
only after Landlord has given consent, which consent shall in part be
conditioned upon Tenant’s plans, to include materials acceptable to Landlord,
in order to prevent injury to the roof and to spread the weight of any
equipment being installed. Tenant shall also be responsible for obtaining, and
paying for, professional inspections of any structural work (including, without
limitation, any roof work or concrete work).


          B.     Tenant
is responsible for all fixtures, furniture, and equipment within the Demised
Premises except as otherwise expressly set forth in this lease.


          C.     All
work undertaken by Tenant shall be awarded to Landlord’s contractor unless,
before any construction begins, Tenant chooses and receives Landlord’s written
approval for another contractor to complete Tenant’s Work.


ARTICLE V

TURNKEY IMPROVEMENTS BY LANDLORD



          A.     
Notwithstanding anything to the contrary set forth elsewhere in this Exhibit
“C”, Landlord agrees to provide at its sole cost and expense, using
building standard materials, all mechanical, electrical and plumbing components
and all partitions, doors, carpet, ceiling and exterior window blinds, if any,
pursuant to the plan for the Demised Premises on such Exhibit “C-1”
 (except where such Exhibit “C-l” indicates that any such item is to be provided
by Tenant or where it otherwise indicates that any such item is not Landlord’s
responsibility); provided, however, that regardless of what might be indicated
on such Exhibit “C-l”, Landlord is not responsible in any manner for any
security alarm system, appliances or telephone/data lines (other than providing
empty conduit, to the extent, if any, set forth on Exhibit “C-l” ).
Tenant must pay Landlord in advance for any construction upgrades which it
desires for the Demised Premises, and such upgrades must be incorporated into
the approved, final plans and specifications so as not to delay Landlord’s
construction efforts. Tenant is solely responsible and shall install at
Tenant’s expense all furniture, fixtures, equipment, and phone and data lines
within the Demised Premises. 


	
 

	
 

	
 


	
 

	
INITIALED:

	
 


	
 

	
 

	
 


	
 

	
LANDLORD: 

	



	
 

	
 

	



	
 

	


	
 








	
 

	
 

	
 


	
 

	
TENANT: 

	



	
 

	
 

	



	
 

	


	
 





32









EXHIBIT “C-1”

DEPICTION OF LANDLORD’S WORK






		QSI

286 Grand Avenue

Suite 201

Southlake, TX 76092





33







EXHIBIT
“D”

PROHIBITED AND RESTRICTED USES


	
 

	
 


	
1.

	
any use which constitutes a
  public or private nuisance;


	
 

	
 


	
2.

	
any use causing loud noises or
  noxious or offensive smoke or odors (including any business using exterior
  loud speakers); 


	
 

	
 


	
3.

	
manufacturing facility;


	
 

	
 


	
4.

	
dry cleaner (except facilities
  for drop off and pick up of clothing cleaned at another location);


	
 

	
 


	
5.

	
any facility for the sale,
  lease, or rental of automobiles, trucks, motorcycles, recreational vehicles,
  boats or other vehicles;


	
 

	
 


	
6.

	
automobile repair shop or
  service station or any facility storing or selling gasoline or diesel fuel in
  or from tanks;


	
 

	
 


	
7.

	
used clothing or thrift store
  or liquidation outlet;


	
 

	
 


	
8.

	
massage parlor;


	
 

	
 


	
9.

	
adult book shop or adult movie
  house or so-called “head” shop;


	
 

	
 


	
10.

	
off-track betting, gambling, or
  gaming facility;


	
 

	
 


	
11.

	
currency exchange, check
  cashing or payday loan facility;


	
 

	
 


	
12.

	
mortuary or funeral parlor;


	
 

	
 


	
13.

	
motor inn or any transient
  residential use;


	
 

	
 


	
14.

	
coin operated laundry;


	
 

	
 


	
15.

	
cocktail lounge, night club,
  bar or tavern or sale of alcoholic beverages, whether or not packaged;


	
 

	
 


	
16.

	
cinema or theater;


	
 

	
 


	
17.

	
place of recreation (including
  but not limited to bowling alley, skating rink, carnival game arcade,
  gymnasium, disco, or banquet hall);


	
 

	
 


	
18.

	
church;


	
 

	
 


	
19.

	
fast food drive-throughs;


	
 

	
 


	
20.

	
children’s recreational,
  education, or day-care facility;


	
 

	
 


	
21.

	
telemarketing;


	
 

	
 


	
22.

	
schools of any nature (as used
  herein, “school” includes, but is not limited to, a beauty school, barber college, reading room, place of
  instruction or any other operation serving primarily students or trainees rather than retail
  customers);


	
 

	
 


	
23.

	
any type of medical, dental, or
  other health professional office;


	
 

	
 


	
24.

	
any other use inconsistent with
  the operation of an upscale, high-end, high quality retail and professional office development; and


	
 

	
 


	
25.

	
any unlawful use.











EXHIBIT “E”

RELINQUISHMENT OF LIEN RIGHTS


	
 

	
 


	
THE STATE OF TEXAS

	
§


	
 

	
§


	
COUNTY OF ________________

	
§





          The
undersigned, by written agreement dated _____________, 2006, (the “Agreement”), has contracted with  _________________ (“Tenant”) to furnish certain labor and materials (the “Work”)
on the Tenant’s leasehold estate in certain improvements located on the
real property described on Exhibit A hereto
(the “Property”), which is owned by _________________ (“Owner”).


          The
undersigned, in performing such Work, acknowledges that it has entered into a
contract with Tenant for the performance thereof and that any lien
rights it may have arising out of performing such work, including, but not
limited to, mechanics’ and materialmens’ liens, whether arising under statutory
or constitutional law, shall attach to and
affect only the Tenant’s leasehold estate, and in no event shall the undersigned have any such lien rights in, to or
with respect to, the fee title to the Property.


          This
Relinquishment of Lien Rights is entered into for good and valuable
consideration, including the Owner’s
agreement to provide certain inducements to the Tenant with respect to
performance of the Work.


          Executed
as of ______________________, 2006.


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 


	
THE STATE OF TEXAS

	
§


	
 

	
§


	
COUNTY OF _______________

	
§





          This
instrument was acknowledged before me on the ___ day of ____________, 2006, by ___________ ________________ of
_________________________, a
____________________________, on
behalf of said ___________________________.


	
 

	
 


	
 

	



	
 

	
 


	
 

	
Notary Public, State of Texas












EXHIBIT “F”

SIGN CRITERIA


          Signs
will be designed to promote the downtown atmosphere, establish identities of
tenants, and give clear, functional information. All signage will be
subject to Landlord’s prior
written consent, including graphic design,
materials, construction and method of installation.


I.       DEFINITIONS


Awning:
A covering attached to a building or structure, erected in or over a window or
door, and usually supported by
gravity and a metal frame.


Projection:
The distance by which a sign extends over public property or beyond the
building line.


Sign, Awning: “Awning
Sign” means a sign consisting of one line of letters painted, placed or
installed upon the valance of any awning or canopy and an identification
emblem, insignia, initial or other similar
feature painted, placed or installed elsewhere on any awning or canopy;
provided, that any sign, emblem, insignia, initial or other similar feature
shall comply with all other appropriate provisions of this title. Where steel canopies are used, the Awning Sign may consist of
individually cut out metal letters placed
on the top of the canopy’s outside edge parallel to the face of the building.


Sign,
Blade: Any sign, oriented perpendicular to the face of the building,
identifying the name of the business, affixed to or supported by a building or
structure, which projects more than twelve inches (12”) beyond the
surface of that portion of the building or structure to which it is affixed or supported.


Sign,
Building Blade: A primary Blade Sign permitted either: (a) in lieu of a Fascia
Sign; and/or (b) at a building
corner.


Sign,
Building Identification: Any sign stating the use and name given to the use of
a building, structure or area, when
such use is permitted in the zone in which the sign is located.


Sign,
Fascia: A sign affixed directly to the exterior wall or screening surface,
confined within the limits thereof, and which projects from the surface
less than twelve inches (12”) at all points,
and located either: (a) above the first floor storefront, and below the second
level windows; or (b) where
permitted, above the upper story windows and below the next level
windows or building parapet, as applicable. Fascia Signs are displayed parallel
to the face of the building, and identify
the name of the business.


Sign,
Pedestrian Blade: A secondary Blade Sign which indicates use or business name
and/or logo, located at least seven
feet (7’) above ground.


II.     ADMINISTRATION


          A.     
Submittals. Landlord’s approval will be required for all signs to assure
compatibility with the architecture and to
verify compliance with these guidelines. There will be three (3) sequential signage submittals to and/or reviews by Landlord:


	
 

	
 


	
 

	
          1.       
  The concept submittal sketch
  should indicate the size, shape, color, illumination, material palette, and type face. Sign(s) should
  be shown superimposed in scale on the building elevation.


	
 

	
 


	
 

	
          2.     
  The shop drawing submittal should
  indicate structural attachments, construction details, materials,
  power requirements, illumination levels, dimensions, etc. Each submittal should also include an updated elevation drawing
  with the sign shown in scale.


	
 

	
 


	
 

	
          3.     
  Final review by Landlord of the installation must occur prior to
  Tenant’s final payment to the sign
  contractor.





          B.     
Permits. The City of Southlake will
require a sign permit. Tenant is responsible for the sign
permit(s), including, without limitation,
applying for and obtaining the same.


          C.     
Costs.   All costs associated with the signs
and awnings, including design, construction, permitting,
installation, coordination, and supporting structural and electrical
infrastructure will be borne









by Tenant. This also includes
removal of the signs and awnings upon the expiration or termination of the lease.


          D.     
Limitations.    Signs are limited to the name under which Tenant does business,
not including logos or associated
names or trademarks. Use of logos as a decorative element will be reviewed on
an individual basis and, if approved, will be limited to Tenant’s business logo
and will not extend to products or services offered by Tenant.


          E.     
Compliance. Tenant is responsible for
strict compliance with these guidelines. Landlord retains the right but not the obligation to notify
Tenants of infractions to the guidelines, and may take any action it deems
necessary to bring Tenant into compliance.


III.    SIGN REGULATIONS


          A.     
Number of Signs- The following number of
signs shall be permitted.


	
 

	
 


	
 

	
          1.     
  First Floor – There shall be
  permitted up to a combination of two (2) of the following three (3)
  types of signs per use. On each storefront wall which faces a street, drive,
  or parking area: (a) one (1) Fascia Sign or one (1) Building Blade Sign; and
  (b) one (1) Pedestrian Blade Sign, with all such signs subject to the area
  requirements. A Building Blade Sign shall be permitted at a building corner in addition to permitted Fascia Signs,
  provided such sign is erected at a
  135° angle to the building corner.


	
 

	
 


	
 

	
          2.     
  Above the First Floor - For lease
  space above the first floor, one (1) Window Sign or (1) Awning Sign at every other window shall be permitted. In
  addition, one (1) Fascia Sign may
  be permitted on facades of fifty feet (50’) or more in length.





          B.
    Maximum Letter/Logo Height


          Lettering.
Except as otherwise provided, lettering size shall be determined by the maximum
sign area allowed. Lettering on the following types of Signs shall not exceed
the maximum size indicated:


	
 

	
 

	
 


	
 Building Blade Sign

	
-

	
twelve inches (12”) 


	
 

	
 

	
 


	
 Pedestrian Blade Sign

	
-

	
eight inches (8”) 


	
 

	
 

	
 


	
 First Floor Window/Awning Sign

	
-

	
twelve inches (12”) 


	
 

	
 

	
 


	
 Upper Story Fascia Sign

	
-

	
ten inches (10”) 


	
 

	
 

	
 


	
 Upper Story Window/ Awning Sign

	
-

	
four inches (4”) 





          C.
     Maximum Area


          The
total area of all signs displayed on a storefront wall which faces a street,
drive or parking area shall not exceed one (1) square foot for each foot
of storefront width facing the street, drive or parking area. Size of the following types of Signs shall not exceed the maximum
area indicated:


	
 

	
 

	
 


	
 Fascia Sign

	
-

	
thirty (30) sq.ft. 


	
 

	
 

	
 


	
 Building Blade Sign

	
-

	
twelve (12) sq.ft. 


	
 

	
 

	
 


	
 Pedestrian Blade Sign

	
-

	
four (4) sq.ft. 





          Notwithstanding
the foregoing, on any frontage where public access and a storefront are not provided, allowable signage on such frontage
shall be limited to not more than seventy-five percent (75%) of the area of the principal signage permitted
where public access and a storefront are provided.


          The
area of all faces of a Blade Sign shall be included in determining the area of
the sign, except where two (2) such faces are placed back to back and
are at no point more than two (2) feet from one another, in which case the area of the Blade Sign shall be taken as the
area of a single face if the two (2) faces
are of equal area, or as the area of the larger face if the two (2) faces are
of unequal area.


          For
multi-story buildings, the Maximum Area shall be permitted only for signs
displayed between the sidewalk and a
height of twenty feet (20’) on any storefront wall. The total area of all signs
displayed above the twenty foot (20’) height limit shall be: (a) for permitted
Fascia Signs, one-half (0.5) square foot for every one foot (1’) of width of building or lease space; and (b)
for Window Signs and Awning Signs, limited
to signage which does not obscure more than twenty-five percent (25%) of the
total window area.









          D.     
Illumination


	
 

	
 

	
 

	
 


	
 

	
 

	
Examples of permitted first
  floor signs include:


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Exterior illuminated (by
  externally mounted spot lighting)


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Silhouette Lighting (e.g., neon
  illumination behind a solid, opaque letter)


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Up lighting (e.g., projecting
  fixtures attached to the building under the letters)


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Sign box panel with push
  through letters, internally illuminated.


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Exposed neon lighting





          Neon
signs will be reviewed on an individual basis. If the neon contributes
decoratively to the environment and does not
create a presence which diminishes attention to its neighbors, approval will be
considered.


          Illumination
of signs shall be designed, located, shielded and directed in such a manner
that the light source is fixed and is not directly visible from, and does not
cast glare or direct light from artificial illumination upon, any
adjacent public right-of-way, surrounding property, residential property or
motorist’s vision.


          Attached
signs may not be illuminated by internally illuminated, face lit channel cut
letters.


          Awnings,
Awning Signs, Window Signs and Signs above the first floor shall not be
permitted to be illuminated.


          E.     
Signs over/on ROW – Blade Signs shall not be higher than the eave line or
parapet wall of the top of the principal
building; shall be a minimum of seven feet (7’) above grade when located adjacent
to or projecting over a pedestrian way; and shall not extend more than four
feet (4’) from the building wall to which
they are attached, except where such sign is an integral part of an approved
canopy or awning.


          F.     
Awnings.
Awnings may be permitted on a case-by-case basis and will be subject to Landlord review and approval.


	
 

	
 


	
 

	
          1.     
  Awning materials can be fabric or
  painted metal. Material samples must be submitted with design. The
  design, color and material must be approved in writing by Landlord prior to fabrication.


	
 

	
 


	
 

	
          2.     
  Awnings must extend not less than
  three feet (3’) and not more than three feet six inches (3’6”) from
  the building face. The bottom of the structure must be at least seven feet
  (7’) above the sidewalk. Each awning must be equal in length to the window
  behind it. All awnings on any facade must
  be at the same height, although adjacent facades may vary in height.


	
 

	
 


	
 

	
          3.      
  Signage on the awnings is limited
  to the vertical front edge of the awning in text and/or graphics and
  in color approved by Landlord. Logos will be permitted as approved by Landlord on the top surface only in the event
  that they are used decoratively and are limited to Tenant’s logo. No signage is permitted on the
  underside of the awning.


	
 

	
 


	
 

	
          4.     
  Awnings with closed, illuminated
  soffits are not permitted.


	
 

	
 


	
 

	
          5.     
  Awning and support framing will be installed by Tenant subject to
  Landlord’s prior written approval as to
  method of installation.





          G.     
Service Door Signs. Non-customer doors receiving merchandise
will have uniformly applied signs
designed and installed by Landlord at Tenant’s expense. Tenant will supply
Tenant’s name and address to Landlord
for sign fabrication and installation.


          H.     
Temporary Signs.


	
 

	
 


	
 

	
          1.     
  Window Signs - Window signs are
  permitted during construction of tenant improvements to obscure up to
  one hundred percent (100%) of the total window area, provided that no such sign may be displayed for a period
  longer than 120 days.


	
 

	
 


	
 

	
          2.     
  Construction Barricades - Signage
  on a construction barricade shall be permitted along each building or lease space frontage for sites under
  construction, provided that:












	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
   No such barricade shall be
  located within twenty-five feet (25’) of a public right-of-way; and


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
   Such signs may be erected and
  maintained only for a period beginning not earlier than five (5)    days prior to commencement of
  construction and shall be removed upon termination of    construction, with the
  total of such period not to exceed 120 days.








	
 

	
 


	
 

	
          3.    Any
  temporary signs such as “Opening Soon” or “Sale” signs must be approved by Landlord in writing in advance.


	
 

	
 


	
 

	
I.       Unacceptable Signage.


	
 

	
 


	
 

	
          1.
  Prohibitions include the following:








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
a.

	
Internally illuminated, face lit
  channel cut letters.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
b.

	
Internally illuminated boxes.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
c.

	
Flashing, rotating, blinking,
  or other moving signs.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
d.

	
Reader boards, matrix boards,
  or other light grids which can produce a changeable image.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
e.

	
Signs producing odors or sound.








	
 

	
 


	
 

	
          2.    
  Non-conforming signs will be reviewed on an individual basis by
  Landlord and the City of Southlake. Any
  signs which are not covered under these guidelines are not permitted unless specifically approved in writing, in
  advance, by Landlord. However, approval by Landlord does not guarantee approval by the City of Southlake.





          J.
    Non-Conforming Signs


          In
recognition of the uniqueness of the downtown environment, individuality of
signage is encouraged. Certain signs, while
not technically meeting the requirements set forth herein, will nonetheless be considered for approval on a
case-by-case basis. Such signage may be approved if it:


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Harmonizes with the structure or structures on the
  parcel on which it is to be applied;


	
 


	
 

	
 

	
•

	
Is compatible with the other
  signs or graphic designs on the premises; 


	
 


	
 

	
 

	
•

	
Is suitable and appropriate to
  the Town Square;


	
 


	
 

	
 

	
•

	
Contributes to any special
  characteristics of the particular area in which it is to be located;


	
 


	
 

	
 

	
•

	
Is well designed and pleasing
  in appearance;


	
 


	
 

	
 

	
•

	
Is desirable as an urban
  “downtown” design characteristic;


	
 


	
 

	
 

	
•

	
Does not constitute a nuisance
  to the occupants of adjacent or contiguous property;


	
 


	
 

	
 

	
•

	
Is not detrimental to property
  values; and


	
 


	
 

	
 

	
•

	
Does not constitute a traffic
  and safety hazard because it is distracting, or is not considered obscene, lewd, indecent or otherwise
  offensive to public morals.





          Approval
of any such signage shall be subject to any conditions which in Landlord’s
judgment are necessary to carry out
the purposes and intent of the review standards.


	
 

	
 

	
 


	
 

	
INITIALED:

	
 


	
 

	
 

	
 


	
 

	
LANDLORD: 

	



	
 

	
 

	



	
 

	
 

	
 


	
 

	
TENANT:

	



	
 

	
 

	













EXHIBIT
“G”

TENANT ESTOPPEL CERTIFICATE


	
 

	
 

	
 

	
 

	
 


	
To:

	
    

	
______________________________________________________________________  (“Lender”)


	
 

	
 

	
 

	
 

	
 


	
Re:

	
 

	
Property Address:

	
______________________________________________________  (“Property”)


	
 

	
 

	
Lease Date: ________________________________________________________________________


	
 

	
 

	
Between ___________________________________________________________ (“Landlord”) and


	
 

	
 

	
________________________________________________________________________ (“Tenant”)


	
 

	
 

	
Square Footage Leased: ______________________________________________________________


	
 

	
 

	
Suite No./Floor: _________________________________________________________ (“Premises”)





          Tenant
understands that Lender is contemplating making a loan (the “Loan”) to Landlord. The undersigned, as the
tenant under the above-referenced lease (“Lease”)
hereby certifies to Lender, the following:


          1.          The
Lease is in full force and effect and has not been modified, supplemented, or
amended in any way except by amendment(s) dated ________________________, ____ [Please insert
the phrase “N/A” if the Lease has not been amended]
and, together with such referenced amendments (if any), represents the entire
agreement between the parties as to the Premises or any portion thereof. As
used in this estoppel, the term Lease shall be deemed to include any amendments
referenced in the first sentence of this Paragraph 1. Attached hereto is
a true, correct and complete copy of the Lease. [Attach Lease, including all amendments]


          2.          The
amount of fixed monthly rent is $_________; the monthly common area or other
charges are $_________. If applicable, the base year for operating expenses and
real estate taxes, as defined in the Lease, is ______________. No such rent has
been or will be paid more than one (1) month in advance of its due date,
except:____________________________________________________.


          3.          The
undersigned’s security deposit is $________. The undersigned has paid rent for
the Premises up to and including _________, 2006. The undersigned hereby waives
collection of the deposit against Lender or any purchaser at a foreclosure
sale, unless Lender or such purchaser actually received the deposit from
Landlord.


          4.          Lender
will not be bound by any material modification or amendment to the Lease made
without Lender’s prior written consent, which consent shall be Landlord’s
responsibility to obtain.


          5.          The
commencement date of the Lease was __________________, 2006, the Lease
terminates on _______________, ______ and we have the following renewal/extension
option(s) ______________________
__________________________________________________.


          6.          All
work to be performed for us under the Lease has been performed as required and
has been accepted by us; and any payments, free rent, or other payments,
credits, allowances or abatements required to be given by Landlord to us have
already been received by us, except _____________________________________
__________________________________________________.


          7.          The
Lease is free from default by Landlord; we have no offset, defense, deduction
or claim against Landlord.


          8.          The
undersigned has received no notice of any prior sale, assignment, pledge or
other transfer of the said Lease or of the rents received therein,
except ______________________________________________
__________________________________________________.


          9.          The
undersigned has not assigned said Lease or sublet all or any portion of the
Premises, the undersigned does not hold the Premises under assignment or
sublease, nor does anyone except us and our employees occupy the Premises
except __________________________________________________________
__________________________________________________.


          10.        The
undersigned has no right or option to purchase all or any part of the Premises
or the building of which the Premises is a part or to occupy any additional
space at the Property.


          11.         No
actions, whether voluntary or otherwise, are pending against the undersigned
under the bankruptcy laws of the United States or any state and there are no
claims or actions pending against the undersigned which if decided against us
would materially and adversely affect our financial condition or our ability to
perform the tenant’s obligations under the Lease.







          12.          Tenant
acknowledges that Landlord has assigned to Lender its right, title and interest
in the Lease and to the rents due thereunder, and that Landlord will collect
such rents provided no event of default has occurred under the Loan. Tenant
agrees to pay all rents and other amounts due under the Lease directly to
Lender upon receipt of written demand by Lender, and Landlord hereby consents thereto.
The assignment of the Lease to Lender, or collection of rents by Lender
pursuant to such assignment, shall not obligate Lender to perform Landlord’s
obligations under the Lease.


          13.          If
the undersigned is not the party named in the Lease, describe below the chain
of assignments into the undersigned and attach a copy of each assignment
document hereto:____________________________
__________________________________________________.


          14.          The
undersigned recognizes that Lender would not make the Loan to Landlord but for
its execution of this Tenant Estoppel Certificate. The statements contained
herein may be relied upon by the Lender its successors and assigns and by third
(3rd) parties who are interested in the matters covered by this Tenant Estoppel
Certificate.


          15.          In
the event that Lender succeeds to the interest of Landlord or any successor to
Landlord, then Tenant hereby agrees to attorn to and accept Lender and to
recognize Lender as its landlord under the Lease for the then remaining balance
of the term thereof, and upon request of Lender, Tenant shall execute and
deliver to Lender an agreement of attornment reasonably satisfactory to Lender.


          If
we are a corporation, the undersigned is a duly appointed officer of the
corporation signing this certificate and is the incumbent in the office
indicated under his name. In any event, the undersigned is duly authorized to
execute this certificate.


          Dated this ____ day of ____________________, 2006.


	
 

	
 

	
 


	
TENANT: 

	
 


	
___________________________________________________


	
 


	
a(n) ________________________________________________


	
 


	
By:

	
_____________________________________________


	
Name:

	
_____________________________________________


	
Title:

	
_____________________________________________









ATTACH LEASE,
including all amendments








EXHIBIT “H”

NONDISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT


          THIS
NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT (the “Agreement”)
is made and entered into as of the _____________ day of _______________________,
2006, by and between QUALITY SYSTEMS INC., a California
corporation, d/b/a QSI, Inc. (the “Tenant”), whose address is 18191 Von Karman Ave., Suite 450, Irvine, California
92612-7113, and INLAND WESTERN RETAIL REAL ESTATE TRUST,
INC., a Maryland corporation
(“Lender”), whose address for
purposes hereof is 2901 Butterfield Road, Oak Brook, Illinois 60523, Attention:
General Counsel.


RECITALS:


          SLTS GRAND
AVENUE, L.P., a Texas limited
partnership (the “Landlord”), owns the land described in Exhibit.“ A” attached hereto and hereby made a part
hereof
for all purposes (the “Land”). 


          Reference
is hereby made to that certain Lease Agreement dated effective ______________________________, 2006,
between Landlord, as landlord, and Tenant, as tenant, (said Lease
Agreement shall herein be referred to as the “Lease Agreement”). Pursuant to
the terms of the Lease Agreement, Tenant is
the owner of a leasehold estate in a portion of the existing improvements
located on the Land (such portion of the Land, and the leased improvements
thereon, being herein called the
“Premises”). The Lease Agreement, together with all subsequent renewals,
extensions and modifications of the Lease Agreement which are made in
accordance with the terms hereof, are hereinafter
collectively called the “Lease.”


          Landlord
has executed or will execute one or more Deed of Trust and Security Agreements (collectively, the “Mortgage”) covering,
among
other property, the Land in favor of the Lender as security for indebtedness of
Landlord to the Lender as more particularly described therein. 



          As a condition
to the extension by the Lenders to Landlord of the indebtedness to be evidenced
or secured by the Mortgage, the
Lender has required that Tenant subordinate Tenant’s leasehold interest in the Premises to all liens, security interests and
assignments securing payment of any and all indebtedness now or hereafter
secured by the Mortgage.




          Tenant
is willing to proceed with such subordination of its leasehold interest;
provided, however, that as a
condition to such subordination, Tenant has required that Tenant’s right of
possession to the Premises shall not be disturbed by the Lender or any
third any in the exercise of any of the Lender’s rights under the Mortgage and all other security instruments securing
payment of any of the indebtedness of
Landlord secured by the Mortgage, which protection the Lender is willing to
grant in order to induce Tenant to
proceed with such subordination.


AGREEMENTS:


          In
consideration of the premises and the sum of Ten Dollars ($10.00) paid by the
Lender to Tenant, the receipt and
sufficiency of which is hereby acknowledged by Tenant, the Lender and Tenant mutually agree as follows:


          1.          Tenant
hereby acknowledges to the Lender that the
Lease is in full force and effect and has not been changed since
execution. As of the date hereof, the Lease embodies the entire agreement between Landlord and Tenant and there are no side
letters or other ancillary agreements between Landlord and Tenant. To the best of Tenant’s knowledge, as of the
effective date hereof, there exists no default
on the part of Landlord or Tenant under the Lease.


          2.          Tenant
covenants and agrees with the Lender that
all of Tenant’s right, title and interest in and to the Premises and any other interest of Tenant in the Land and
any improvements thereon are and shall be subject, subordinate and
inferior to (a) the lien and security interests of the Mortgage and all renewals, increases, replacements, extensions or
modifications thereof and all other security instruments securing payment of any indebtedness of Landlord
secured by the Mortgage, including any future advances made with respect to the Land and/or any improvements thereon,
and (b) all right, title and interest
of the Lender in the Land and the improvements thereon, including, without
limitation, the Premises, pursuant to the Lender’s enforcement of the
lien and security interest of the Mortgage and/or any lien or security interest
of any other security instruments securing payment of any indebtedness of Landlord secured by the Mortgage.


          3.          The
Lender covenants and agrees with Tenant that,
so long as no event of default by Tenant
has occurred and is continuing under the Lease (after the expiration of the
applicable notice and








curative periods contained
therein, if any), the Lender shall not disturb Tenant’s right of possession to
the Premises in the event that the Lender or the Lender’s successors or
assigns, or any other purchaser at any foreclosure
sale pursuant to the Mortgage or any other security instrument (hereinafter
referred to as a “Foreclosure
Transferee”) acquires title to all or any part of the Premises pursuant to the
exercise of any remedy provided for
in the Mortgage or any other security instrument, nor shall Tenant be named as
a party defendant to any action to
foreclose the liens and security interests of the Mortgage or any other security instrument, except to the extent required
by applicable law.


          4.          Tenant
covenants and agrees to attorn to the Lender or any other Foreclosure
Transferee, as Tenant’s new
landlord, and agrees that the Lease shall continue in full force and effect as
a direct lease between Tenant and the Lender or any other Foreclosure
Transferee, if applicable, upon all of the terms, covenants, conditions and agreements set forth in
the Lease; provided, however, the Lender or such other
Foreclosure Transferee shall not be:


	
 

	
 

	
 


	
 

	
              a.          liable
for any act, omission or breach of
  warranty or representation of any prior landlord, including Landlord, including without limitation, failure
  by Landlord to timely complete the
  construction of any of the improvements required to be constructed upon the
  Land pursuant to the terms of the Lease;


	
 

	
 

	
 


	
 

	
              b.          subject
to any offset, defense or counterclaim
  which Tenant might be entitled to assert
  against any prior landlord, including Landlord;


	
 

	
 

	
 


	
 

	
              c.          bound
  by any payment of rent, additional rent or other sum made by Tenant to Landlord for more than one (1) month in advance
  of its due date under the Lease;


	
 

	
 

	
 


	
 

	
              d.          bound
  by any amendment or modification of the Lease hereafter made without the prior written consent of the Lender;


	
 

	
 

	
 


	
 

	
              e.          personally
liable for any obligation under the
  Lease, it being understood that any recovery of a judgment by Tenant
  against Lender or such other Foreclosure Transferee, as the case may be,
  shall be limited strictly to Lender or such Foreclosure Transferee’s interest
  in the Land and the improvements thereon;


	
 

	
 

	
 


	
 

	
              f.          required
to make any repairs to the Premises or
  any other improvements located on
  the Land as a result of any fire or other casualty or by reason of
  condemnation unless Lender or such other Foreclosure Transferee, as
  the case may be, shall be obligated under the Lease to make such repairs and shall have received
  sufficient casualty insurance proceeds or condemnation awards, as the case may be, to finance
  completion of such repairs; and


	
 

	
 

	
 


	
 

	
              g.          in
any way responsible for any deposit or
  security which was not delivered to the Lender or the Foreclosure Transferee,
  as applicable.





To the extent of any conflict
between the provisions of this Section 4 and the provisions of the Lease, the provisions of this Section 4 shall control as to
the Lender, a Foreclosure Transferee or any subsequent holders of the indebtedness secured by the
Mortgage.


          5.          Tenant
hereby agrees to give written notice to the
Lender of any default of Landlord under the Lease, contemporaneously
with delivery of such notice to Landlord. It is further agreed that such notice will be given to any successor in
interest of the Lender under the Mortgage provided that prior to any such
default of Landlord, such successor in interest shall have given written notice
to Tenant of its acquisition of the
Lender’s interest therein, and shall have designated the address to which such
notice is to be directed.
Notwithstanding any provisions of the Lease to the contrary, Tenant may not
terminate the Lease as a result of
any default by Landlord without affording to the Lender or its successors a
period of time to remedy any such
default equal to the greater of (a) sixty (60) days or (b) the curative period afforded Landlord for such default under the
provisions of the Lease, such period to commence upon the effective delivery date to the Lender of Tenant’s
notice of such default pursuant to Section 8 of this Agreement.


          6.          After
notice is given to Tenant by the Lender that
an Event of Default (as defined in Mortgage)
has occurred and that rentals due and payable under the Lease should be paid
directly to the Lender pursuant to
the terms of one or more of the assignments of rents (collectively, the “Rent Assignments”) executed and delivered or to be
executed and delivered by Landlord to the Lender in connection with the Mortgage, Tenant shall
thereafter pay directly to Lender all rentals and other monies due or to become due and payable under the Lease.
The Lender hereby represents and warrants to Tenant that under the terms of said Rent Assignments,
Landlord has expressly authorized Tenant to make such payments directly
to the Lender and Landlord has released and discharged Tenant from any
liability to








Landlord on account of any such payments made to the
Lender in accordance with the Lender’s written instructions to Tenant.


          7.          
Any use of the terms “Landlord,” “Tenant,” or “Lender” are hereby deemed to
refer to and include, not only the original party named in this Agreement in
such respective capacities, but also any and
all heirs, legal representatives, successors or assigns of any such parties
with respect to such parties’
interest in the Lease, the Premises or in the indebtedness secured by the
Mortgage.


          8.          All
notices, demands or requests provided for or
permitted to be given pursuant to this Agreement
must be in writing and shall be given or served by depositing in the United
States Mail, postpaid, registered or
certified, return receipt requested, or by Federal Express or comparable
overnight delivery service, and
addressed, as to the Lender, to the address set forth on the first page hereof,
and as to Tenant, to the address set
forth on the first page hereof.  All
notices, demands and requests shall be deemed
effective and received two (2) business days after being deposited in the
United States Mail or one (1)
business day after being deposited with Federal Express or comparable overnight
delivery service for next business day
delivery.  By giving ten (10) days prior
written notice thereof pursuant to the provisions
hereof, Tenant or the Lender shall have the right from time to time and at any
time during the term of this
Agreement to change their respective addresses.


          9.          This
Agreement may not be discharged or modified
orally or in any manner other than by an agreement in writing specifically
referred to this Agreement and signed by all parties hereto.


          10.          The
provisions hereof shall be self-operative and
effective without the necessity of execution
of any further instruments on the part of any party hereto or the respective
heirs, legal representatives,
successors or assigns of any such party. This Agreement may be executed in
multiple counterparts.


          This
Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.


(signature blocks on following page)







          IN
TESTIMONY WHEREOF, this instrument is executed effective as of the day and year
first above written.


	
 

	
 

	
 


	
 

	
LENDER:


	
 

	
 


	
 

	
INLAND WESTERN RETAIL REAL ESTATE 

  TRUST, INC., 

  a Maryland corporation


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 


	
:

	
LANDLORD:


	
 

	
 


	
 

	
SLTS GRAND
  AVENUE, L.P.,


	
 

	
a Texas limited partnership








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
SLTS Grand Avenue Genpar,
  L.L.C., 

  a Texas limited liability company, 

  its general partner


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
Cooper & Stebbins, L.P., 

  sole member


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	

  CS Town Centres, LLC,
general partner 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
Brian R. Stebbins, 

  Member


	
	
	
	







	
 

	
 

	
 


	
 

	
TENANT:


	
 

	
 


	
 

	
QUALITY SYSTEMS INC.,
  

  a California corporation, 

  d/b/a QSI, Inc.


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 











	
 

	
 

	
 


	
STATE OF________________

	
§

	
 


	
 

	
§

	
 


	
COUNTY OF______________

	
§

	
 





          This
instrument was acknowledged on the____ day of ____________________, 2006, by
________________________________________, _________________________________________
of Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, on
behalf of said corporation.


	
 

	
 


	
 

	



	
 

	
Notary Public in and for the State
  of______________








	
 

	
 

	
 


	
STATE
  OF TEXAS 

	
§

	
 


	
 

	
§

	
 


	
COUNTY OF TARRANT 

	
§

	
 





          This
instrument was acknowledged by me on this _____ day of ________________, 2006,
by Brian R. Stebbins, Member of CS Town Centres, LLC, as general partner of
Cooper & Stebbins, L.P., as sole member of SLTS Grand Avenue Genpar,
L.L.C., a Texas limited liability company, as general partner of SLTS Grand
Avenue, L.P., a Texas limited partnership, on behalf of such limited liability
companies and limited partnerships.


	
 

	
 


	
 

	



	
 

	
Notary Public for the State of Texas








	
 

	
 

	
 


	
STATE OF TEXAS 

	
§

	
 


	
 

	
§

	
 


	
COUNTY OF______________ 

	
§

	
 





          This
instrument was acknowledged on the ____ day of ____________________, 2006, by
________________________________________,
________________________________________ of Quality Systems Inc., a California
corporation, d/b/a QSI, Inc., on behalf of said corporation.


	
 

	
 


	
 

	



	
 

	
Notary Public in and for the State of Texas











EXHIBIT “I”

LANDLORD’S SUBORDINATION


          The
undersigned is the Landlord pursuant to lease dated
________________________________ (the “Lease”) between SLTS GRAND AVENUE, L.P.,
a Texas limited partnership, as Landlord and QUALITY SYSTEMS INC., a California
corporation, d/b/a QSI, Inc. as Tenant for the Demised Premises located at
________________________________________________, Southlake, Texas 76092.  


          Wherein
Tenant, in order to induce ________________________________________________
(“Lender”), to make all or any part of a loan to Tenant (“Loan”), Landlord
hereby, in order to enable Tenant to obtain the Loan from Lender, subordinates
its lien, whether constitutional, statutory or contractual, in any personal
property or removable trade fixtures of Tenant now or hereafter located on the
Demised Premises (the “Collateral”, to the security interest of Lender in the
Collateral, and agrees that Landlord’s lien in the Collateral shall be inferior
to Lender’s security interest in the Collateral. In the event Tenant is in
default under the Loan and Lender shall deem it necessary or desirable to
foreclose on Lender” security interest, and to take possession of the
Collateral, Lender may, upon ten (10) days prior written notice to Landlord,
enter the Demised Premises and remove and take possession of the Collateral;
provided, however, that Lender will only be entitled to enter onto the Demised
Premises for the minimum period of time necessary to remove the Collateral. If
Landlord delivers written notice to Lender requiring that Lender remove the
Collateral and Lender does not do so within thirty (30) days after the date of
such notice, then Lender will be deemed conclusively to have abandoned the
Collateral and Landlord may remove the Collateral and dispose of it as Landlord
wishes without being required to account for such disposition or the Collateral
to Lender. If Lender’s removal of the Collateral damages the Demised Premises
or the Project in any way, then Lender must, upon demand by Landlord, reimburse
Landlord for the cost of repairing the Demised Premises or the Project or both,
as the case may be. Before Lender enters upon the Demised Premises or at any
time while Lender is in the Demised Premises, Landlord may make a reasonable
estimate of the anticipated cost of such repair work and require Lender to
deposit a reasonably estimated amount with Landlord as a condition to Lender’s
right to enter upon or continue to enter upon the Demised Premises, although
such estimate will not be binding upon Landlord and will not limit Lender’s
liability to Landlord for such damage to the Demised Premises.


          Lender
agrees to provide to Landlord copies of any notices of default or foreclosure
proceedings contemporaneously with providing such notices to Tenant.


          Dated
this ____ day of __________________________, 2006.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
LANDLORD:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
SLTS
  GRAND AVENUE, L.P.,


	
 

	
 

	
 

	
 

	
 

	
a Texas limited
  partnership


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
By:

	
SLTS Grand Avenue Genpar,
  L.L.C.,


	
 

	
 

	
 

	
 

	
 

	
 

	
a Texas limited liability
  company,


	
 

	
 

	
 

	
 

	
 

	
 

	
its general partner


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
By:

	
Cooper & Stebbins,
  L.P.,


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
sole member


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
By:

	
CS Town Centres, LLC,


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
general partner


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Brian R. Stebbins,


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Member











	
 

	
 

	
 


	
STATE
  OF TEXAS 

	
§

	
 


	
 

	
§

	
 


	
COUNTY OF TARRANT 

	
§

	
 





          This
instrument was acknowledged by me on this _____ day of _________________, 2006,
by Brian R. Stebbins, Member of CS Town Centres, LLC, as general partner of
Cooper & Stebbins, L.P., as sole member of SLTS Grand Avenue Genpar,
L.L.C., a Texas limited liability company, as general partner of SLTS Grand
Avenue, L.P., a Texas limited partnership, on behalf of such limited liability
companies and limited partnerships. 


	
 

	
 


	
 

	



	
 

	
Notary Public for the
  State of Texas








	
 

	
 


	
Address of Lender for
  Notice:

	
 


	
 

	









	
 

	
 


	
Address of Landlord:

	
c/o Cooper & Stebbins,
  L.P.


	
 

	
1256 Main Street, Suite
  240


	
 

	
Southlake, Texas 76092











EXHIBIT
“J”

COMMUNICATION ANTENNA



          1.          License
to Use Antenna Site. Throughout the term, Landlord grants to Tenant a
nonexclusive license to install, maintain, and operate a communication
satellite dish and associated cabling (collectively, “Antenna ”) on a portion of
the roof of the building designated by Landlord as the “Antenna Site ”. Tenant
may use the Antenna Site only for the purpose of providing communications
services for Tenant’s business activities in the building  – Tenant may not
provide communications services from the Antenna Site for any third party.
Landlord shall provide reasonable access to the Antenna Site to Tenant and
Tenant’s contractors, subject to Landlord’s rules and regulations regarding
controlled access to the roof. Tenant’s access to the Antenna must be
coordinated through Landlord and Landlord’s representative may accompany Tenant
or any of Tenant’s contractors during such access. Landlord makes no
representation to Tenant regarding the suitability of the Antenna Site for
Tenant’s Antenna – Landlord is not responsible for any electrical output,
electromagnetic output, radio frequency, or other interference with the Antenna.
Furthermore, Tenant covenants that its Antenna may not interfere with any other
communication equipment on the roof of the building or with Landlord’s building
systems.  



          2.          Installation.
Tenant shall install the Antenna on the Antenna Site in accordance with plans,
specifications and technical standards approved in advance by Landlord. These
plans and specifications must indicate the size of the Antenna, the means of
attaching the Antenna to the roof of the building, and the methods for
screening the Antenna so that it is not visible to the public from the Common
Areas or public streets. Tenant and Tenant’s contractors performing the
installation of the Antenna must comply with the terms and conditions of
Article XI (Alterations) and Exhibit “C” to the Lease. Any penetrations
of the building roof must be performed by a contractor designated by Landlord
so as to maintain the building roof warranties. Landlord may elect to perform
any of such work which affects building systems with its own personnel or
contractors, and Tenant shall promptly reimburse Landlord therefor, as
additional rent. 


          3.          Governmental
Compliance. Tenant is solely responsible for securing, at Tenant’s expense,
all necessary approvals from state, federal and other governmental authorities
to construct, operate and maintain the Antenna, but Landlord shall reasonably
cooperate with Tenant to obtain these approvals. Tenant shall construct and
maintain the Antenna in accordance with the requirements of the insurers of the
building and with reasonable rules, regulations and technical standards of
Landlord relating to use of the building roof as Landlord may establish from
time to time. Tenant shall give to Landlord written notice of any notices
received by Tenant from third parties stating that the Antenna is or may be in
violation of any law, ordinance or regulation.


          4.          License
Fee. In consideration of this license granted by Landlord, Tenant shall pay
Landlord, without demand, offset or counterclaim, a monthly fee of $100.00
commencing upon the installation of the Antenna and continuing until Tenant’s
removal of all of its equipment from the Antenna Site. Landlord may increase
this monthly fee for any renewal of the initial term. Additionally, Tenant
shall pay for all electricity consumed by such Antenna and the cost of any
separate meters to determine such consumption.


          5.          Maintenance
and Removal of Antenna. Tenant shall maintain Antenna in good working order
and repair and shall keep the area immediately surrounding the Antenna neat and
clean. Tenant may not erect or display any sign, advertisement, placard or
lettering on such Antenna. Tenant’s use and maintenance of the Antenna may not
create any nuisance or interfere with any other licensee or tenant of the
Building. Landlord has no obligation to maintain, operate or safeguard the
Antenna. Upon the expiration or termination of the lease or at any time that
Tenant is no longer using the Antenna, Tenant must remove the Antenna at
Tenant’s sole cost and expense and must promptly repair, at its own expense,
any damage to the building resulting from this removal.