LEASE PERIOD MONTHLY BASE RENTJanuary 1, 2011 through July 31, 2011 $0.00 August 1, 2011 through July 31, 2012 $8,375.00 August 1, 2012 through January 31, 2014 $16,750.00 February 1, 2014 through January 31, 2017 $25,125.00 February 1, 2017 through July 31, 2018 $27,218.75 The initial monthly installment of Base Rent is due and payable upon execution of this Lease andwill be applied to the first calendar month of the Term; subsequent monthly installments of BaseRent are due and payable in advance without demand on or before the first day of each succeedingcalendar month during the Term. If the Commencement Date occurs on a date other than the first dayof a calendar month, there shall be due and payable on the Commencement Date an additional amountequal to that portion of the Base Rent (prorated on a daily basis) attributable to the number ofdays from the Commencement Date to the end of the calendar month during which the Commencement Datefalls.          2.3. Landlord hereby grants Tenant use of the Premises free of Base Rent for the seven (7)full calendar month(s) of the Term from January 1, 2011 through July 31, 2011 (the “**Free RentPeriod**”). The total value of the free rent granted to Tenant is $58,625.00. Except for thenon-payment of Base Rent specified above, Tenant shall, throughout the Free Rent Period, beobligated to make all other payments which Tenant is obligated to make pursuant to the terms of theLease and shall be subject to all the covenants and conditions of the Lease.          2.4. If any check tendered to Landlord by Tenant under this Lease is dishonored for any reasoncaused by Tenant, Tenant shall pay to Landlord an amount equal to the amount Landlord has beenrequired to pay to its bank as a result of such dishonor. If any two or more Rent payments bycheck are dishonored or returned unpaid, thereafter Landlord may, at Landlord’s sole option, uponwritten notice to Tenant, require that all future payments of Rent for the remaining Term must bemade by cash, certified check, cashier’s check, official bank check, money order, or automaticelectronic funds transfer (“**Good Funds**”). Any acceptance by Landlord of a payment for Rentby Tenant’s personal or corporate check thereafter will not be construed as a waiver of Landlord’sright to insist upon payment by Good Funds as set forth herein.     3. **Tenant’s Obligation to Pay Reimbursable Expenses as Additional Rent****.**In additionto the Base Rent payable under **Section 2.2**, Tenant shall pay to Landlord as Additional Rent theReimbursable Expenses (as herein defined), as adjusted from time to time, as set forth in **Section3**. For purposes of this Lease, the following terms shall have the herein indicated meanings:          3.1. “**Reimbursable Expenses**” means “**Tenant’s Share**” of “**Taxes**” and“**Operating Costs**” (as all such terms are herein defined).          3.2. The term “**Tenant’s Share**” means a fraction (expressed as a percentage to twodecimal places), the numerator of which is the floor area (in square feet) of the Premises and thedenominator of which is the aggregate leaseable floor area (in square feet) in all buildings(including the Building) now or hereafter situated on the Land as of the first day of January forthe relevant calendar year. Landlord and Tenant hereby stipulate that Tenant’s Share is25.01 % as of the Commencement Date.          3.3. “**Operating Costs**” means, for each calendar year (or portion thereof) during theTerm, the aggregate of all costs, expenses, and liabilities of every kind or nature paid orincurred by Landlord in connection with the ownership, operation and maintenance of the“**Project**” (being the Building and Land, together with driveways, parking facilities,loading dock areas, roadways and any other similar improvements and easements associated with theforegoing or operation thereof) including but not limited to the following costs determined inaccordance with generally accepted accounting principles consistently applied. (A) propertymanagement fees (not to exceed 5% of the gross rent received from the Project) and expenses thatare directly related to the Project; (B) all supplies and materials directly used in the operation,maintenance, repair, replacement, and security of the Project; (C) the actual cost of all utilities(including fuel, gas, electricity, water, sewer, and other services) for the common areas and othernon-tenant areas of the Project (e.g., mechanical, electrical and telecommunications rooms) asreasonably determined by Landlord; (D) repairs, replacements, and general maintenance of theProject including but not limited to paving and parking areas, roads, roof repairs (Landlord isresponsible for replacement of the roof as provided in **Section 7**), alleys and driveways, trashcollection, sweeping and removal of trash for the common areas, mowing and snow removal,landscaping and exterior painting, the cost of maintaining utility lines, fire     Texas Industrial Lease — American Locker Group, Inc. 2  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
sprinklers and fire protection systems, exterior lighting, and mechanical and plumbing systemsserving the Project and, to the extent the following items serve more than one tenant in theProject, dock doors, drains and sump pumps; (E) service, maintenance and management contracts forthe operation, maintenance, management, repair, replacement, and security of the Project (includingbut not limited to alarm service, window cleaning, and elevator maintenance); (F) costs ofprofessional services rendered for the general benefit of the Project; (G) environmental insuranceor environmental management fees; (H) the cost of any insurance deductibles for insurance requiredto be maintained by Landlord; (I) insurance expenses; and (J) costs for improvements made to theProject which, although capital in nature, are expected to reduce the normal operating costs(including but not limited to all utility costs) of the Project, as amortized using a commerciallyreasonable interest rate over the time period reasonably estimated by Landlord to recover the coststhereof taking into consideration the anticipated cost savings, as determined by Landlord using itsgood faith, commercially reasonable judgment, as well as capital improvements made in order tocomply with any Law hereafter promulgated by any governmental authority or any new interpretationsof any Law hereafter rendered with respect to any existing Law, as amortized using a commerciallyreasonable interest rate over the useful economic life of such improvements as determined byLandlord in its reasonable discretion. As used in this Lease, the term “**Laws**” refers toany federal, state, and local laws, ordinances, rules and regulations, court orders, governmentaldirectives, governmental orders and all interpretations of the foregoing, and all restrictivecovenants affecting this Lease or the Project. The preceding notwithstanding, for purposes ofdetermining Tenant’s share of Operating Costs, Controllable Operating Costs (defined below) for anycalendar year will be deemed not to increase over the amount of Controllable Operating Costs duringthe previous year by more than eight percent (8%) per year on a cumulative basis, compoundedannually. The term “**Controllable Operating Costs**” means all Operating Costs except costsand expenses for taxes, insurance, utilities, costs to Landlord resulting from compliance withLaws, and any increases in service contract fees and expenses resulting from government-mandatedwage increases. The term “**Non-Controllable Operating Costs**” means all Operating Costsother than Controllable Operating Costs. There is no cap on Non-Controllable Operating Costs.Operating Costs shall not include costs for (i) capital improvements made to the Project, otherthan capital improvements described in **Section 3.3(J)**and except for items which are generallyconsidered maintenance and repair items, such as painting of common areas, and the like; (ii)repair, replacements and general maintenance paid by proceeds of insurance or by Tenant or otherthird parties; (iii) interest, amortization or other payments on loans to Landlord; (iv)depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those thatdirectly benefit all Project tenants generally (e.g., tax disputes); provided, however, explicitlyexcluding legal fees incurred by Landlord to enforce obligations of other tenants of the Project;(vii) Taxes; (viii) renovating or otherwise improving space for occupants of the Project or vacantspace in the Project.; (ix) the cost of any expense to Landlord in curing a default under anyground lease or lease to other tenants of the Project; or (x) the costs and expenses incurred byLandlord directly resulting from the negligence or willful misconduct of Landlord or its agents.          3.4. “**Taxes**” means all taxes, assessments, and governmental charges or fees whetherfederal, state, county or municipal, and whether they be by taxing districts or authoritiespresently taxing or by others, subsequently created or otherwise, and any other taxes andassessments (including but not limited to non-governmental assessments for common charges under arestrictive covenant or other private agreement that are not treated as part of Operating Costs)now or hereafter attributable to the Project (or its operation), excluding, however, penalties andinterest thereon and federal and state taxes on income (if the present method of taxation changesso that in lieu of or in addition to the whole or any part of any Taxes, there is levied onLandlord a capital tax directly on the rents received therefrom or a margin tax, franchise tax,assessment, or charge based, in whole or in part, upon such rents for the Project, then all suchtaxes, assessments, or charges, or the part thereof so based, shall be deemed to be included withinthe term “Taxes” for purposes hereof). Taxes shall include the costs of consultants retained in aneffort to lower Taxes and all costs incurred in disputing any taxes or in seeking to lower the taxvaluation of the Project. For property tax purposes, Tenant waives all rights to protest or appealthe appraised value of the Premises, as well as the Project, and all rights to receive notices ofreappraisement, as set forth in Sections 41.413 and 42.015 of the Texas Tax Code. If applicable,Landlord may, in its sole discretion, allocate in a reasonable manner the values of multipleproperties carried by taxing authorities on a single tax account.          3.5. Landlord may make a good faith estimate of Tenant’s Share of Reimbursable Expenses to bedue by Tenant for any calendar year or part thereof during the Term. During each calendar year orpartial calendar year of the Term, Tenant shall pay to Landlord, in advance concurrently with eachmonthly installment of Base Rent, an amount equal to the estimated Tenant’s Share of ReimbursableExpenses for such calendar year or part thereof divided by the number of months therein. Duringthe first year of the Term, Tenant shall pay to Landlord the sum of $9,213.00 per month in advance,as Landlord’s initial estimate of Tenant’s Share of Reimbursable Expenses, which amount includes$9,213.00 per month as     Texas Industrial Lease — American Locker Group, Inc. 3  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
Landlord’s estimate of Tenant’s Share of Operating Costs and $0.00 per month as Landlord’sestimate of Tenant’s Share of Taxes. From time to time, Landlord may estimate and re-estimate theamount of Tenant’s Share of Reimbursable Expenses to be due by Tenant and deliver a copy of theestimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenant’s Share ofReimbursable Expenses payable by Tenant shall be appropriately adjusted in accordance with theestimations so that, by the end of the calendar year in question, Tenant shall have paid all ofTenant’s Share of Reimbursable Expenses as estimated by Landlord. Any amounts paid based on suchan estimate shall be subject to adjustment as herein provided when actual Reimbursable Expenses areavailable for each calendar year.          3.6. By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shallfurnish to Tenant a statement of Reimbursable Expenses for the previous year (the “**ReimbursableExpenses Statement**”). If Tenant’s estimated payments of Operating Costs or Taxes under this**Section 3**for the year covered by the Reimbursable Expenses Statement exceed Tenant’s Share of suchitems as indicated in the Reimbursable Expenses Statement, then Landlord shall promptly reimburseTenant for such excess, or in Landlord’s election, credit such amount against rent; likewise, ifTenant’s estimated payments of Operating Costs or Taxes under this **Section 3**for such year are lessthan Tenant’s Share of such items as indicated in the Reimbursable Expenses and Tax Statement, thenTenant shall promptly pay Landlord such deficiency.          3.7. Landlord’s books and records with regard to Reimbursable Expenses are available forinspection by Tenant at Landlord’s offices during Landlord’s regular business hours. Tenant orauditors selected by Tenant and reasonably approved by Landlord in writing, shall have the right,within ninety (90) days of receiving the Reimbursable Expenses Statement, to inspect and audit suchrecords at Landlord’s offices during Landlord’s regular business hours. If the audit is conductedby a firm retained on a contingency fee basis, the firm shall be reputable and approved in writingby both Tenant and Landlord (which approval shall not be unreasonably withheld, conditioned ordelayed). If such audit reveals that an error was made in the Reimbursable Expenses previouslycharged to Tenant, then Landlord shall refund to Tenant any overpayment of any such costs, orTenant shall pay to Landlord any underpayment of any such costs, as the case may be, within thirty(30) days after notification thereof. If such audit reveals overpayment by Tenant of more thanfive percent (5%) from Tenant’s payment of Reimbursable Expenses, Landlord shall reimburse Tenantfor the actual cost of such audit, in all other cases Tenant shall bear all costs and expensesincurred in connection with such audit.     4. **Deposit**. Upon execution of this Lease, Tenant shall pay to Landlord the sum of$36,431.75 (the “**Security Deposit**”), which sum shall be held by Landlord, withoutobligation for interest, as security for the performance of Tenant’s covenants and obligationsunder this Lease, it being expressly understood and agreed that the Security Deposit is not anadvance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon theoccurrence of any “**Event of Default**,” as herein defined, by Tenant beyond any applicablecure period, Landlord may, from time to time, without prejudice to any other remedy provided hereinor provided by law, use the Security Deposit to make good any arrears of Rent and any other damage,injury, expense, or liability caused by the event of default; and Tenant shall pay to Landlord ondemand the amount so applied in order to restore the Security Deposit to its original amount. Ifno Event of Default has occurred and is continuing, Landlord will refund to Tenant any remainingbalance of the Security Deposit within forty-five (45) days after the expiration of the Term.Notwithstanding anything contained in this Lease to the contrary, all amounts payable by Tenant toor on behalf of Landlord under this Lease, whether or not expressly denominated as Rent, shallconstitute Rent for the purposes of this Lease and for purposes of section 502(b)(6) (or comparableprovision of any future bankruptcy law) of the Federal Bankruptcy Code, 11 U.S.C. Sections 101 etseq. (the “**Bankruptcy Code**”).     5. **Disclaimer of Warranties****. By execution of this Lease, Tenant acknowledges andagrees that except as expressly set forth in this Lease, neither Landlord nor any officer, partner,agent, employee, or representative of Landlord makes or has made any warranties or representationsof any kind or character, express or implied, with respect to the Premises, the Building or theProject, or any portion thereof, its physical condition, income to be derived therefrom, orexpenses to be incurred with respect thereto, its fitness or suitability for any particular use, orany other matter or thing relating to or affecting the same. There are no oral agreements,warranties, or representations collateral to or affecting the Premises, the Building or theProject, or any portion thereof, except as may be otherwise expressly set forth in this Lease.Landlord and Tenant each hereby agrees that the Premises are leased in their AS IS, WHERE IScondition with any and all latent or patent defects. Tenant, by execution of this Lease, expresslyagrees that Landlord has not made and does not make any warranties with respect to the Premisesupon which an action under the Texas Deceptive Trade Practices Act could be based.**     Texas Industrial Lease — American Locker Group, Inc. 4  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
     6. **Use**. The Premises shall be used, to the extent permitted by applicable Law, onlyfor general office purposes and to the extent applicable, for receiving, storing, shipping andselling (other than retail) products, materials and merchandise manufactured, made and/ordistributed by Tenant and for such other lawful purposes as may be incidental thereto (the“**Permitted Use**”). Tenant shall continuously occupy and use the Premises only for thePermitted Use and shall comply with all Laws relating to this Lease and/or the use, condition,access to, and occupancy of the Premises or any portion of the Project and will not commit waste,overload the Building’s Structure or the Building’s Systems or subject the Premises to use thatwould damage the Premises. As used herein, the term “**Building’s Structure**” means theBuilding’s exterior walls, roof, footings, foundations, structural portions of load-bearing walls,structural floors and subfloors, and structural columns and beams; “**Building’s Systems**”means the Building’s life-safety, plumbing, electrical and mechanical systems. Notwithstandinganything in this Lease to the contrary, as between Landlord and Tenant, (a) after the CommencementDate, Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Actof 1990, any state laws governing handicapped access or architectural barriers, and all rules,regulations, and guidelines promulgated under such laws, as amended from time to time (the“**Disabilities Acts**”) in the Premises, and (b) Landlord shall bear the risk of complyingwith the Disabilities Acts in the common areas of the Building, other than compliance that isnecessitated by the use of the Premises for other than the Permitted Use or as a result of anyalterations or additions, including but not limited to any initial tenant improvement work, made byor on behalf of Tenant, any assignee claiming by, through or under Tenant, any subtenant claimingby, through or under Tenant; and any of their respective agents, contractors, employees, licensees,guests and invitees (“**Tenant Part[ies]**”) (which risk and responsibility shall be borne byTenant). The Premises shall not be used for any use which is disreputable, creates extraordinaryfire hazards, or results in an increased rate of insurance on the Building, or for the storage ofany Hazardous Materials (except as provided in **Section 17**hereof). Tenant shall not install withinthe Premises nor use in the Premises any equipment or fixtures which might be reasonably expecteddue to excess weight, vibration or any other characteristic, to damage the Premises or theBuilding. Outside storage is prohibited without Landlord’s prior written consent. If, because ofa Tenant Party’s acts or because Tenant vacates the Premises, the rate of insurance on the Buildingor its contents increases, then such acts shall be an Event of Default, Tenant shall pay toLandlord the amount of such increase on demand, and acceptance of such payment shall not waive anyof Landlord’s other rights. Tenant shall conduct its business and control each other Tenant Partyso as not to create any nuisance (including but not limited to emission of odors, fumes or excessnoise) or unreasonably interfere with other tenants or Landlord in its management of the Building.Notwithstanding anything in this Lease to the contrary, Landlord acknowledges that Tenant’sPermitted Use includes the production and distribution of lockers and other incidental items, andLandlord agrees that, as of the Commencement Date of this Lease, such use does not create anuisance, create an extraordinary fire hazard, or increase the rate of insurance on the Building.     7. **Landlord’s Maintenance Obligations**. This Lease is intended to be a net lease;accordingly, Landlord’s maintenance obligations (at its sole cost and expense) are limited to thereplacement of the Building’s Structure. Landlord shall not be responsible for (a) any such workuntil Tenant notifies Landlord of the need therefor in writing or (b) alterations to the Building’sStructure required by applicable Law because of Tenant’s use of the Premises (which alterationsshall be made by Tenant at its sole cost and expense). The Building’s Structure does not includewindows, glass or plate glass, doors or overhead doors, special fronts, or office entries, dockbumpers, dock plates or levelers, loading areas and docks, and loading dock equipment, all of whichshall be maintained by Tenant, unless such damage is solely caused by latent defects of theBuilding’s Structure or the gross negligence or willful misconduct of Landlord or Landlord’sagents. Landlord’s liability for any defects, repairs, replacement or maintenance for whichLandlord is specifically responsible for under this Lease shall be limited to the cost ofperforming the work. Additionally, Landlord shall maintain automatic fire sprinkler system, theparking areas, and other common areas of the Building, including driveways, alleys, landscape andgrounds surrounding the Premises and utility lines in a good condition, consistent with theoperation of a bulk warehouse/industrial or service center facility, including maintenance, repair,and replacement of the exterior of the Building (including but not limited to painting),landscaping, sprinkler systems, and any items normally associated with the foregoing. All costs inperforming the work described in the foregoing sentence shall be included in Operating Costs.Tenant shall promptly notify Landlord in writing of any work required to be performed under this**Section 7**, and Landlord shall not be responsible for performing such work until Tenant delivers toLandlord such notice. Notwithstanding anything to the contrary contained herein, Landlord shall,in its sole and absolute discretion, determine the appropriate remedial action required of it tosatisfy its maintenance obligations hereunder (e.g., Landlord shall, in its sole and absolutediscretion, determine whether, and to the extent, repairs or replacements are the appropriateremedial action). Notwithstanding anything in this **Section 7**to the contrary, if Landlord fails tomake any repairs or to perform any maintenance required of Landlord hereunder to the roof of thebuilding over the Premises, and (i) such failure shall persist for thirty (30) days after writtennotice of the need for such repairs or maintenance is given to Landlord, and (ii) unless Landlordhas commenced such repairs or maintenance during such period and is     Texas Industrial Lease — American Locker Group, Inc. 5  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
diligently pursuing the same, and (iii) such failure creates a risk of bodily injury orproperty damage, then Tenant may (but shall not be required to) following a second notice (whichnotice shall have a heading in at least 12-point type, bold and all caps “FAILURE TO RESPOND SHALLRESULT IN TENANT EXERCISING SELF-HELP RIGHTS”) and Landlord’s failure to commence repairs withinfive (5) business days after receipt of such second notice, cause Landlord’s roofing contractor toperform such repairs or maintenance in accordance with the provisions of this Lease governingTenant’s repairs and alterations and Landlord shall reimburse Tenant for all reasonable costs andexpenses therefor within thirty (30) days after presentation of appropriate invoices and back-updocumentation; provided, however, that the self-help rights of Tenant set forth in this **Section 7**shall only apply to any entity or individual who succeeds to the rights of BV DFWA I, LP in and tothis Lease and shall in no way be deemed to apply to BV DFWA I, LP or its affiliates.     8. **Insurance and Taxes**.          8.1. Subject to Tenant’s obligation to pay to Landlord Tenant’s Share of the ReimbursableExpenses, Landlord covenants and agrees to maintain standard fire and extended coverage insurancecovering the Building (exclusive of any of Tenant’s fixtures, furnishings, and equipment attachedthereto or located thereon) in an amount not less than the replacement cost thereof.          8.2. Subject to Tenant’s obligation to pay to Landlord Tenant’s Share of the ReimbursableExpenses, Landlord agrees to pay before they become delinquent all Taxes; provided, however,Landlord may (in its own name or in the name of both Landlord and Tenant as Landlord may deemappropriate) dispute and contest the same, and in such case such disputed item need not be paiduntil finally adjudged to be valid and any right to appeal has lapsed. At the conclusion of suchcontest, Landlord shall pay the items contested to the extent that they are held valid, togetherwith all items, court costs, interest, and penalties relating thereto. If the Taxes levied againstthe Premises are increased as a result of any alterations, additions, or improvements made byTenant or by Landlord at the request of Tenant, Tenant shall pay to Landlord upon demand, asAdditional Rent, the amount of the increase and continue to pay the increase during the Term.     9. **Improvements; Alterations; Tenant’s Maintenance and Repair Obligations****.**          9.1. **Improvements; Alterations; Signs**. Improvements to the Premises shall beinstalled at Tenant’s expense only in accordance with plans and specifications which have beenpreviously submitted to and approved in writing by Landlord. Landlord shall not unreasonablywithhold, condition or delay such approval. Tenant shall not paint or install lighting ordecorations, signs, window or door lettering, or advertising media of any type visible from theexterior of the Premises without the prior written consent of Landlord, which consent shall not beunreasonably withheld, conditioned, or delayed. Tenant shall have no right to install signs uponthe exterior of the Building or elsewhere at the Project except as approved in writing by Landlordin its reasonable discretion. All signs must be constructed and affixed in compliance with Laws.All alterations, additions, and improvements shall be constructed, maintained, and used by Tenant,at its risk and expense, in accordance with all Laws; Landlord’s consent to or approval of anyalterations, additions or improvements (or the plans therefor) shall not constitute arepresentation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with soundarchitectural and/or engineering practices or with all applicable Laws, and Tenant shall be solelyresponsible for ensuring all such compliance. Notwithstanding anything herein to the contrary,Tenant shall be permitted to make additions, alterations and improvements to the Premises withoutLandlord’s consent provided that the cost of such additions, alterations and improvements do notexceed $25,000 and shall not affect or alter the structural integrity of the Premises.          9.2. **Repairs; Maintenance**. Tenant shall maintain the Premises in a clean, safe, andoperable condition, and shall not permit or allow to remain any waste or damage to any portion ofthe Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain ingood condition and in accordance with all Laws and the equipment manufacturer’s suggested serviceprograms, all portions of the Premises, Tenant’s Off-Premises Equipment and all areas, improvementsand systems exclusively serving the Premises including but not limited to loading docks, sumppumps, dock wells, dock equipment and loading areas, dock doors, dock seals, overhead doors, docklevelers and similar leveling equipment, plumbing, water, and sewer lines up to points of commonconnection within the Premises, entries, doors, ceilings, windows, interior walls, and the interiorside of demising walls, and heating, ventilation and air conditioning systems, and other buildingand mechanical systems exclusively serving the Premises. Such repair and replacements includecapital expenditures and repairs whose benefit may extend beyond the Term. The term “**Tenant’sOff-Premises Equipment**” means any of Tenant’s equipment or other property that may be locatedon or about the Project (other than inside the     Texas Industrial Lease — American Locker Group, Inc. 6  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
Premises). Landlord may perform Tenant’s maintenance obligations at Tenant’s cost. Tenantshall repair or replace, subject to Landlord’s direction and supervision, any damage to theBuilding caused by a Tenant Party. If Tenant fails to make such repairs or replacements within 30days after the occurrence of such damage, then Landlord may make the same at Tenant’s cost. If anysuch damage occurs outside of the Premises, then Landlord may elect to repair such damage atTenant’s expense, rather than having Tenant repair such damage. The cost of all maintenance,repair or replacement work performed by Landlord under this **Section 9**shall be paid by Tenant toLandlord within 30 days after Landlord has invoiced Tenant therefor. Notwithstanding anything tothe contrary contained in this Lease, Landlord shall deliver the heating, ventilation and airconditioning systems that serve the Premises in good working order and condition as of theCommencement Date, and shall warranty such items for the first twelve (12) months of the Term;provided, however, Tenant’s sole remedy for any breach of the above warranty shall be thatLandlord, for the first twelve (12) months of the Term only, at its sole cost and expense, willmake all necessary repairs, replacements, and corrections of any nature or description to suchsystems without limitation unless said repairs, replacements or corrections are due to Tenant’sfailure to cause routine maintenance to be performed thereon as required in this Section 9.2.During the 13th through 36th months of the Term, Tenant shall repair theheating, ventilation and air conditioning units serving the Premises (“**HVAC**”) to the extentsuch maintenance and repair costs do not exceed $1,000.00 per unit per year at any one time. Anyrepairs required for the HVAC in excess of $1,000.00 per unit per year at any one time during saidperiod shall be the responsibility of Landlord, unless such repairs are directly attributable tothe negligence or misconduct of Tenant or if Tenant fails to maintain a service contract on theHVAC units. Landlord shall only be responsible for payment above said $1,000.00 per unit per yearcap. During the period from the 37th month through the end of the Term, Tenant shall besolely responsible for the HVAC and Landlord shall have no obligation during said period.Landlord’s obligation with regard to this **Section 9.2**shall become null and void as it pertains toany replacement unit during the Term.          9.3. **Performance of Work**. All work described in this **Section 9**shall be performedonly by Landlord or by contractors and subcontractors approved in writing by Landlord, which shallnot be unreasonably withheld, conditioned, or delayed. Tenant shall cause all contractors andsubcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s propertymanagement company and Landlord’s asset management company as additional insureds against suchrisks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shallprovide Landlord with the identities, mailing addresses and telephone numbers of all personsperforming work or supplying materials prior to beginning such construction and Landlord may poston and about the Premises notices of non-responsibility pursuant to applicable Laws. All such workshall be performed in accordance with all Laws and in a good and workmanlike manner so as not todamage the Building (including but not limited to the Premises, the Building’s Structure and theBuilding’s Systems). All such work which may affect the Building’s Structure or the Building’sSystems must be approved by the Building’s engineer of record, if any, at Tenant’s expense and, atLandlord’s election, must be performed by Landlord’s usual contractor for such work. All workaffecting the roof of the Building must be performed by Landlord’s roofing contractor, and no suchwork will be permitted if it would void or reduce the warranty on the roof; provided, however, thatLandlord acknowledges that Tenant shall have the right to install a powder coating line in thePremises that will require access to natural gas and roof penetration(s).          9.4. **Mechanic’s Liens**. All work performed, materials furnished, or obligationsincurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenantonly, and Tenant shall not permit any mechanic’s liens to be filed against the Premises or theProject in connection therewith. Upon completion of any such work, Tenant shall deliver toLandlord final lien waivers from all contractors, subcontractors and materialmen who performed suchwork. If such a lien is filed, then Tenant shall, within ten days after Landlord has deliverednotice of the filing thereof to Tenant (or such earlier time period as may be necessary to preventthe forfeiture of the Premises, the Project or any interest of Landlord therein or the impositionof a civil or criminal fine with respect thereto), either (1) pay the amount of the lien and causethe lien to be released of record, or (2) diligently contest such lien and deliver to Landlord abond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take eithersuch action, then Landlord may pay the lien claim, and any amounts so paid, including but notlimited to expenses and interest, shall be paid by Tenant to Landlord within ten days afterLandlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that theirrelationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of“owner-contractor,” “owner-agent” or other similar relationships). Accordingly, all materialmen,contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting withTenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing ofany labor, services, materials, supplies or equipment with respect to any portion of the Premises,at any time from the date hereof until the end of the Term, are hereby charged with notice thatthey look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed aconsent by Landlord to any liens being placed upon the Premises, the Project or     Texas Industrial Lease — American Locker Group, Inc. 7  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
Landlord’s interest therein due to any work performed by or for Tenant or deemed to give anycontractor or subcontractor or materialman any right or interest in any funds held by Landlord toreimburse Tenant for any portion of the cost of such work. Tenant shall defend, indemnify and holdharmless Landlord and its agents and representatives from and against all claims, demands, causesof action, suits, judgments, damages and expenses (including but not limited to attorneys’ fees) inany way arising from or relating to the failure by any Tenant Party to pay for any work performed,materials furnished, or obligations incurred by or at the request of a Tenant Party. Thisindemnity provision shall survive termination or expiration of this Lease.          9.5. **Janitorial Services**. Tenant, at its sole expense, shall provide its ownjanitorial services to the Premises and shall maintain the Premises in a clean and safe condition.Tenant shall procure adequate dumpsters and/or other trash and garbage receptacles for the Premisesand shall store all trash and garbage within such receptacles in the area designated from time totime by Landlord and shall, at its sole expense, arrange for the regular pickup of such trash andgarbage at times, and pursuant to reasonable regulations, established by Landlord from time totime.     10. **Inspection****.**Landlord and Landlord’s agents and representatives shall have theright to enter and inspect the Premises upon reasonable notice and during reasonable businesshours, other than in the case of an emergency when no notice shall be required, for the purpose of(i) ascertaining the condition of the Premises, (ii) in order to make such repairs as may berequired to be made by Landlord under the terms of this Lease and (iii) for the purpose of showingthe Premises and the Building to prospective purchasers. During the period that is six (6) monthsprior to the end of the Term hereof, Landlord and Landlord’s agents and representatives shall havethe right to enter the Premises at any time upon reasonable notice and during reasonable businesshours for the purpose of showing the Premises to prospective tenants and shall have the right toerect on the Premises a sign indicating that the Premises are for sale or lease.     11. **Utilities****.**Landlord agrees to provide such water, electricity, telephone, andother utility service connections into the Premises as may be presently in place. Tenant shall payall charges incurred for any utility services used on or from the Premises and any maintenancecharges for utilities, shall be responsible for any costs associated in any manner with anyadditional utility connections to the Premises which Tenant may require, and shall furnish allelectric light bulbs and tubes. Such payments shall be made directly to the supplier of anyutility separately metered (or submetered) to the Premises, or to Landlord if any such utilitiesare not separately submetered or metered. Landlord shall calculate the cost of Tenant’s portion ofany such utilities on such equitable basis as may be determined by Landlord with respect to anysuch utilities. Tenant shall pay to Landlord within 30 days after receipt of an invoice therefor,the cost of such service, based on rates charged by the utility company furnishing such service,including but not limited to all fuel adjustment charges, demand charges and taxes. Unlessotherwise required by law, Landlord is the party entitled to designate non-electric utility andtelecommunication service providers to the Building. Landlord shall in no event be liable for anyinterruption or failure of utility or telecommunication services on the Premises, except if suchfailure or interruption is caused by the gross negligence or willful misconduct of Landlord or itsagents.     12. **Assignment and Subletting**. Tenant shall not, without the prior written consent ofLandlord, (a) assign, transfer, or encumber this Lease or any estate or interest herein, whetherdirectly or by operation of law, (b) permit any other entity to become Tenant hereunder by merger,consolidation, or other reorganization, (c) if Tenant is an entity other than a corporation whosestock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result ina change in the current control of Tenant, (d) sublet any portion of the Premises, (e) grant anylicense, concession, or other right of occupancy of any portion of the Premises, or (f) permit theuse of the Premises by any parties other than Tenant (any of the events listed in **Section 12(a)**through **1****2(f)** being a “**Transfer**”). Landlord agrees that it will not unreasonably withhold,condition or delay such consent; however, in determining whether or not to grant its consent,Landlord shall be entitled to take into consideration factors such as Landlord’s desired tenantmix, the reputation and net worth of the proposed transferee, the then current market conditions,and the compliance of the proposed transferee with the regulations of the Office of Foreign AssetControl (“**OFAC**”) of the Department of the Treasury (including but not limited to thosenamed on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executiveorder (including but not limited to the September 24, 2001, Executive Order Blocking Property andProhibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), orother governmental action relating thereto. Tenant shall provide Landlord with a writtendescription of all terms and conditions of the proposed Transfer, copies of the proposeddocumentation, and the following information about the proposed transferee: name and address of theproposed transferee and any entities and persons who own, control or direct the proposedtransferee; reasonably satisfactory information about its business and business history; itsproposed use of the Premises; banking, financial, and other credit information; and generalreferences     Texas Industrial Lease — American Locker Group, Inc. 8  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
sufficient to enable Landlord to determine the proposed transferee’s creditworthiness andcharacter. Tenant shall reimburse Landlord immediately upon request for its reasonable attorneys’fees incurred in connection with considering any request for consent to a Transfer. No Transfershall release Tenant from its obligations under this Lease, but rather Tenant and its transfereeshall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not waiveLandlord’s rights as to any subsequent Transfers. Tenant shall pay to Landlord, immediately uponreceipt thereof, the excess of (1) all compensation received by Tenant for a Transfer less thecosts reasonably incurred by Tenant with unaffiliated third parties (i.e., brokerage commissionsand tenant finish work) in connection with such Transfer (such costs shall be amortized on astraight-line basis over the term of the Transfer in question) over (2) the Rent allocable to theportion of the Premises covered thereby. Notwithstanding the foregoing, however, Landlordacknowledges and agrees that, without the consent of Landlord, Tenant may assign or sublease itsinterest under this Lease to (i) an entity controlled by, controlling, or under common control withTenant or (ii) an entity acquiring or succeeding to substantially all of the business of Tenant bymerger, spin-off, reorganization, consolidation, acquisition or otherwise (provided any suchsuccessor entity shall have a net worth equal to or greater than the net worth of Tenant at thetime of the date of execution of this Lease or at the time of such assignment, whichever isgreater)(all of the foregoing, a “Permitted Transfer”), subject to the following conditionsprecedent: (a) Tenant shall not be in default under this Lease beyond any applicable notice andcure period provided for in this Lease; (b) a fully executed copy of an assignment or sublease,including the assumption of this Lease by the assignee or acceptance of the sublease by sublessee,in form reasonably acceptable to Landlord, and such other information regarding the assignment orsublease as Landlord may reasonably request, shall have been delivered to Landlord; (c) thePremises shall continue to be operated solely for the use specified in **Section 6**of this Lease orother use acceptable to Landlord in its sole discretion; (d) Tenant shall pay all costs reasonablyincurred by Landlord in connection with such assignment or subletting, including withoutlimitation, reasonably attorneys’ fees; and (e) Tenant acknowledges (and, at Landlord’s request, atthe time of such assignment or subletting shall confirm) that in each instance Tenant shall remainliable for performance of the terms and conditions of this Lease despite such assignment orsubletting.     13. **Fire and Casualty Damage****.**          13.1. If the Premises should be damaged or destroyed by fire, tornado, or other casualty,Tenant shall give immediate written notice thereof to Landlord.          13.2. If the Premises or the Building should be totally destroyed by fire, tornado, or othercasualty, or if either should be so damaged that rebuilding or repairs cannot be completed within200 days after the date upon which Landlord is notified by Tenant of such damage, this Lease shallterminate and the Rent shall be abated during the unexpired portion of this Lease, effective uponthe date of the occurrence of such damage.          13.3. If the Premises or the Building should be damaged by fire, tornado, or other casualty,but only to such extent that rebuilding or repairs can be completed within 200 days after the dateupon which Landlord is notified by Tenant of such damage, this Lease shall not terminate, butLandlord shall, at its sole cost and expense, proceed with reasonable diligence to rebuild andrepair such Building to substantially the condition in which it existed prior to such damage,except that (i) Landlord shall not be required to so rebuild or repair if less than twelve (12)months remain in the Term hereof after the expiration of such 200-day period, (ii) Landlord shallnot be required to rebuild, repair, or replace any part of the partitions, fixtures, and otherimprovements which may have been placed on the Premises by Tenant, and (iii) so long as Landlordhas complied with the provisions hereof relating to insurance coverage, Landlord shall not beobligated to expend any funds in excess of available insurance proceeds attributable to such damagein rebuilding the Premises. If the Premises are untenantable in whole or in part following suchdamage, the Rent payable hereunder during the period the Premises are untenantable shall be reducedto such extent as may be fair and reasonable under all of the circumstances. In the event thatLandlord should fail to complete such repairs and rebuilding within 200 days after the date uponwhich Landlord is notified by Tenant of such damage, Tenant may, at its option, terminate thisLease by delivering written notice of termination to Landlord within thirty (30) days after theexpiration of such 200-day period, as Tenant’s exclusive remedy, whereupon all rights andobligations hereunder shall cease and terminate.          13.4. Notwithstanding anything herein to the contrary, in the event the holder of anyindebtedness secured by a mortgage or deed of trust covering the Premises requires that theinsurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminatethis Lease by delivering written notice of termination to Tenant, whereupon all rights andobligations hereunder shall cease as of the date of the occurrence of such damage.     Texas Industrial Lease — American Locker Group, Inc. 9  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
          13.5. Any insurance which may be carried by Landlord or Tenant against loss or damage to thebuildings and other improvements situated on the Premises shall be for the sole benefit of theparty carrying such insurance and under its sole control.     14. **Insurance; Waivers; Subrogation; Indemnity****.**          14.1. **Tenant’s Insurance**. Effective as of the Commencement Date, and continuingthroughout the Term, Tenant shall maintain the following insurance policies: (1) commercial generalliability insurance in amounts of $2,000,000 per occurrence or, following the expiration of theinitial Term, such other amounts as Landlord may from time to time reasonably require, insuringTenant, Landlord, Landlord’s property management company, Landlord’s asset management company (ifany) and, if requested in writing by Landlord, Landlord’s agents, Landlord’s mortgagee and theirrespective Affiliates against all liability for injury to or death of a person or persons or damageto property arising from the use and occupancy of the Premises, (2) All Risk/Special Form Propertyinsurance covering the full value of Tenant’s property and improvements, and other property(including property of others) in the Premises or the Project (including but not limited toTenant’s Off-Premises Equipment), (3) contractual liability insurance sufficient to cover Tenant’sindemnity obligations hereunder (but only if such contractual liability insurance is not alreadyincluded in Tenant’s commercial general liability insurance policy), and (4) worker’s compensationinsurance, to the extent required by applicable Laws. The term “**Affiliate**” means anyperson or entity which, directly or indirectly, through one or more intermediaries, controls iscontrolled by, or is under common control with the party in question. Tenant’s insurance shallprovide primary coverage to Landlord when any policy issued to Landlord provides duplicate orsimilar coverage, and in such circumstance Landlord’s policy will be excess over Tenant’s policy.Tenant shall furnish to Landlord certificates of such insurance and such other evidencesatisfactory to Landlord of the maintenance of all insurance coverages required hereunder at leastten days prior to the earlier of the Commencement Date or the date Tenant enters or occupies thePremises, and at least 15 days prior to each renewal of said insurance, and Tenant shall obtain awritten obligation on the part of each insurance company to notify Landlord at least 30 days beforecancellation or a material change of any such insurance policies. All such insurance policiesshall be in form, and issued by companies with a Best’s rating of A-IX or better, reasonablysatisfactory to Landlord. If Tenant fails to comply with the foregoing insurance requirements orto deliver to Landlord the certificates or evidence of coverage required herein, Landlord, inaddition to any other remedy available pursuant to this Lease or otherwise, may, but shall not beobligated to, obtain such insurance and Tenant shall pay to Landlord on demand the premium coststhereof, plus an administrative fee of 10% of such cost.          14.2. **No Subrogation; Waiver of Property Claims**. Landlord and Tenant each waives anyclaim it might have against the other for any damage to or theft, destruction, loss, or loss of useof any property, to the extent the same is recovered under any insurance policy of the typesdescribed in this **Section 14**that covers the Project, the Premises, Landlord’s or Tenant’sfixtures, personal property, leasehold improvements, or business, or is required to be insuredagainst under the terms hereof, **regardless of whether the negligence of the other party caused suchLoss (defined below)**. Additionally, Tenant waives any claim it may have against Landlord for anyLoss to the extent such Loss is caused by a terrorist act. Each party shall cause its insurancecarrier to endorse all applicable policies waiving the carrier’s rights of recovery undersubrogation or otherwise against the other party. Notwithstanding any provision in this Lease tothe contrary, Landlord, its agents, employees and contractors shall not be liable to Tenant or toany party claiming by, through or under Tenant for (and Tenant hereby releases Landlord and itsservants, agents, contractors, employees and invitees from any claim or responsibility for) anydamage to or destruction, loss, or loss of use, or theft of any property of any Tenant Partylocated in or about the Project, caused by casualty, theft, fire, third parties or any other matteror cause, **regardless of whether the negligence of any party caused such loss in whole or in part**.Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible fordamage to, any property of any Tenant Party located in or about the Project.          14.3. **Indemnity**. Subject to **Section 14.2**, Tenant shall defend, indemnify, and holdharmless Landlord (including without limitation all its affiliates, subsidiaries and associatedcompanies, successors and assigns) and its representatives and agents from and against all claims,demands, liabilities, causes of action, suits, judgments, damages, and expenses (including but notlimited to reasonable attorneys’ fees) arising from any injury to or death of any person or thedamage to or theft, destruction, loss or loss of use of, any property or inconvenience (a“**Loss**”) (1) occurring in or on the Project (other than within the Premises) to the extentcaused by the negligence or willful misconduct of any Tenant Party, (2) occurring in the Premises,or (3) arising out of the use of the Premises or the installation, operation, maintenance, repairor removal of any property of any Tenant Party located in or about the Project, including but notlimited to Tenant’s Off-Premises Equipment. **It being agreed that clauses**(2) **and**(3) **of thisindemnity are intended to indemnify Landlord and**     Texas Industrial Lease — American Locker Group, Inc. 10  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
**its agents against the consequences of their own negligence or fault, even when Landlord orits agents are jointly, comparatively, contributively, or concurrently negligent with Tenant, andeven though any such claim, cause of action or suit is based upon or alleged to be based upon thestrict liability of Landlord or its agents; however, such indemnity shall not apply to the grossnegligence or willful misconduct of Landlord and its agents.**The indemnities set forth in thisLease shall survive termination or expiration of this Lease and shall not terminate or be waived,diminished or affected in any manner by any abatement or apportionment of Rent under any provisionof this Lease. If any proceeding is filed for which indemnity is required hereunder, theindemnifying party agrees, upon request therefor, to defend the indemnified party in suchproceeding at its sole cost utilizing counsel satisfactory to the indemnified party.     15. **Condemnation****.**          15.1. If the whole or any substantial part of the Premises or the Building or Land upon whichthe Premises are located should be taken for any public or quasi-public use under governmental law,ordinance, or regulation, or by right of eminent domain, or conveyed in lieu thereof (a“**Taking**”), this Lease shall terminate and the Rent shall be abated during the unexpiredportion of this Lease, effective as of the date of such Taking. For the purposes hereof“substantial part of the Premises” shall be deemed to mean such portion of the Premises the loss ofwhich would, in Landlord’s reasonable opinion, materially lessen the usefulness of the Premises toTenant for the purposes for which Tenant is then using the Premises.          15.2. If less than a substantial part of the Premises or the Building or Land upon which thePremises becomes subject to a permanent Taking, this Lease shall not terminate, but the Rentpayable hereunder during the unexpired portion of this Lease shall be reduced on a reasonable basisas to the portion of the Premises rendered untenantable by the Taking.          15.3. In the event of any such Taking, Landlord shall receive the entire award or othercompensation for the Land, Building and other improvements taken; however, Tenant may separatelypursue a claim (provided it will not reduce Landlord’s award) against the condemnor for the valueof Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs,loss of business and other claims it may have.     16. **Holding Over****.**Should Tenant, or any of its successors in interest, hold over thePremises, or any part thereof, after the expiration of the Term, as the Term may be renewed orextended, unless otherwise agreed in writing, such holding over shall constitute and be construedas creating a month-to-month tenancy only, terminable at the will of Landlord, at a rental equal tothe then current rental for the first thirty (30) days after the expiration of the Term, andthereafter the greater of (a) the then fair market rental value of the Premises or (b) the totalrental payable for the last month of the Term plus fifty percent (50%) of such amount, payable infull on the first day on which Tenant holds over and on the first day of each month thereafterduring such holdover period. The inclusion of the preceding sentence shall not be construed asLandlord’s permission for Tenant to hold over. In addition, Tenant shall protect, defend,indemnify and hold Landlord harmless from all loss, costs (including but not limited to reasonableattorney’s fees) and liability resulting from such holdover, including but not limited to anyclaims made by any succeeding tenant founded upon Tenant’s failure to vacate the Premises uponexpiration of the Term, as it may be renewed or extended, and any lost profits to Landlordresulting therefrom.     17. **Environmental Requirements****.**          17.1. **Prohibition against Hazardous Materials**. Except for Hazardous Materialscontained in products used by Tenant in *de minimis*quantities for ordinary cleaning and officepurposes, and those materials expressly permitted in accordance with ***Exhibit H*** attachedhereto and made a part hereof (the “**Permitted Materials**”), Tenant shall not, nor shall itpermit or cause any party to, bring any Hazardous Materials upon the Premises or in the Project ortransport, store, use, generate, manufacture, dispose, or release any Hazardous Materials on orfrom the Premises or the Project without Landlord’s prior written consent. Tenant, at its solecost and expense, shall operate its business in the Premises in strict compliance with allEnvironmental Requirements and all requirements of this Lease. Tenant shall complete and certifyto disclosure statements as requested by Landlord from time to time relating to Tenant’stransportation, storage, use, generation, manufacture, or release of Hazardous Materials on thePremises or in the Project. Tenant shall promptly notify Landlord of any spill, release, dischargeor disposal of Hazardous Materials at, on, under or from the Premises or Property in violation ofany Environmental Requirements, and Tenant shall promptly deliver to Landlord a copy of any noticeof violation relating to the Premises or the Project of any Environmental Requirement.     Texas Industrial Lease — American Locker Group, Inc. 11  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
          17.2. **Environmental Requirements**. The term “**Environmental Requirements**” meansall Laws regulating or relating to health, safety, or environmental conditions at, on, in, under,or about the Premises or the Project or the environment or natural resources, including but notlimited to the following: the Comprehensive Environmental Response, Compensation and LiabilityAct; the Resource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act; the ToxicSubstances Control Act and all state and local counterparts thereto, and any common or civil lawobligations including but not limited to nuisance or trespass, and any other requirements of**Section 22**and ***Exhibit C*** of this Lease. The term “**Hazardous Materials**” means andincludes any substance, material, waste, pollutant, or contaminant that is or could be regulatedunder any Environmental Requirement or that may adversely affect human health or the environment,including but not limited to any solid or hazardous waste, hazardous substance, asbestos, petroleum(including but not limited to crude oil or any fraction thereof, natural gas, synthetic gas,polychlorinated biphenyls (PCBs), and radioactive material). For purposes of EnvironmentalRequirements, to the extent authorized by law, Tenant is and shall be deemed to be the responsibleparty, including but not limited to the “owner” and “operator” of Tenant’s “facility” and the“owner” of all Hazardous Materials brought on the Premises or the Project by a Tenant Party and thewastes, by-products, or residues generated, resulting, or produced therefrom.          17.3. **Removal of Hazardous Materials**. Tenant, at its sole cost and expense, shallremove all Hazardous Materials stored, disposed of or otherwise released by a Tenant Party onto orfrom the Premises or the Project, in a manner and to a level satisfactory to Landlord in its solediscretion, but in no event to a level and in a manner less than that which complies with allEnvironmental Requirements and does not limit any future uses of the Premises or the Project orrequire the recording of any deed restriction or notice regarding the Premises or the Project.Tenant shall perform such work at any time during the period of this Lease upon written request byLandlord or, in the absence of a specific request by Landlord, before Tenant’s right to possessionof the Premises terminates or expires. If Tenant fails to perform such work within the time periodspecified by Landlord or before Tenant’s right to possession terminates or expires (whichever isearlier), Landlord may at its discretion, and without waiving any other remedy available under thisLease (including without limitation **Section 19.3**) or at law or equity (including but not limited toan action to compel Tenant to perform such work), perform such work at Tenant’s cost. Tenant shallpay all costs incurred by Landlord in performing such work within ten days after Landlord’s requesttherefor. Such work performed by Landlord is on behalf of Tenant and Tenant remains the owner,generator, operator, transporter, and/or arranger of the Hazardous Materials for purposes ofEnvironmental Requirements. Tenant agrees not to enter into any agreement with any person,including but not limited to any governmental authority, regarding the removal of HazardousMaterials that have been disposed of or otherwise released onto or from the Premises or the Projectwithout the written approval of the Landlord.          17.4. **Indemnity**.               17.4.1. **Tenant’s Indemnity**. Tenant shall indemnify, defend, and hold Landlord(including without limitation all its affiliates, subsidiaries and associated companies, successorsand assigns) harmless from and against any and all losses (including but not limited to diminutionin value of the Premises or the Project and loss of rental income from the Project), liabilities(INCLUDING BUT NOT LIMITED TO ANY STRICT LIABILITY), claims, demands, actions, suits, damages(including but not limited to punitive damages), expenses (including but not limited toremediation, removal, repair, corrective action, or cleanup expenses), and costs (including but notlimited to actual attorneys’ fees, consultant fees or expert fees and removal or management of anyasbestos brought into the Premises or the Project or disturbed in breach of the requirements ofthis **Section 17**, regardless of whether such removal or management is required by Law) which arebrought or recoverable against, or suffered or incurred by Landlord as a result of any release ofHazardous Materials or any breach of the requirements under this **Section 17**by a Tenant Partyregardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant underthis **Section 17**shall survive any expiration or termination of this Lease.          17.5. **Inspections and Tests**. Landlord shall have access to, and a right to performinspections and tests of, the Premises to determine Tenant’s compliance with EnvironmentalRequirements, its obligations under this **Section 17**, or the environmental condition of thePremises. Access shall be granted to Landlord upon Landlord’s prior notice to Tenant and at suchtimes so as to minimize, so far as may be reasonable under the circumstances, any disturbance toTenant’s operations. Such inspections and tests shall be conducted at Landlord’s expense, unlesssuch inspections or tests reveal that Tenant has not complied with any Environmental Requirement,in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests.Landlord’s receipt of or satisfaction with any environmental assessment in no way waives anyrights that Landlord holds against Tenant. Tenant shall promptly notify Landlord of anycommunication or report that Tenant makes to any governmental authority regarding any possibleviolation of Environmental Requirements or     Texas Industrial Lease — American Locker Group, Inc. 12  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
release or threat of release of any Hazardous Materials onto or from the Premises or theProject. Tenant shall, within five days of receipt thereof, provide Landlord with a copy of anydocuments or correspondence received from any governmental agency or other party relating to apossible violation of Environmental Requirements or claim or liability associated with the releaseor threat of release of any Hazardous Materials onto or from the Premises or the Project. Uponrequest, Tenant shall provide Landlord with an inventory of Hazardous Materials located at, on orin the Premises and copies of any Material Safety Data Sheet in Tenant’s possession required by anyEnvironmental Requirement or related to any Hazardous Material.          17.6. **Tenant’s Financial Assurance in the Event of a Breach**. In addition to all otherrights and remedies available to Landlord under this Lease or otherwise, Landlord may, in the eventof a breach of the requirements of this **Section 17**that is not cured within 30 days followingnotice of such breach by Landlord, require Tenant to provide financial assurance (such asinsurance, escrow of funds or third party guarantee) in an amount and form satisfactory toLandlord. The requirements of this **Section 17**are in addition to and not in lieu of any otherprovision in this Lease. Tenant’s obligations under this **Section 17**shall also apply to the areaswhere Tenant’s Off-Premises Equipment is located.     18. **Events of Default****.**Each of the following events shall be deemed to be an“**Event of Default**” by Tenant under this Lease:          18.1. The failure of Tenant to pay any installment of Rent payable under this Lease, orfailure to perform or discharge any other obligation or liability of Tenant under this Leaserequiring the payment of money, within ten (10) days after such payment is due.          18.2. Tenant’s becoming insolvent or making a transfer in fraud of creditors or an assignmentfor the benefit of creditors.          18.3. The filing by Tenant of a petition under any section or chapter of the Bankruptcy Codeor under any present or future bankruptcy, insolvency, or similar law or statute of the UnitedStates or any state thereof heretofore or hereinafter enacted; or the filing of such a petitionagainst Tenant involuntarily if such petition is not withdrawn or otherwise removed within sixty(60) days of its being filed; or the adjudication of Tenant as bankrupt or insolvent in proceedingsfiled against Tenant thereunder.          18.4. The appointment of a receiver, trustee, or custodian for, or the taking possession bysuch a receiver, trustee, or custodian of, all or substantially all of the assets of Tenant.          18.5. Abandonment or vacation by Tenant of any substantial portion of the Premises, but onlyif Tenant has stopped paying Rent, or is otherwise not in compliance with the terms of the Lease.          18.6. Failure by Tenant to procure, maintain and deliver to Landlord evidence of the insurancepolicies and coverages required by **Section 14.1**of this Lease.          18.7. Failure by Tenant to pay and release of record or diligently contest and bond around anymechanic’s lien filed against the Premises or the Project for any work performed, materialsfurnished or obligation incurred by or at the request of Tenant within the time and manner requiredby **Section 9.4**.          18.8. Failure by Tenant to comply with any term, provision, or covenant of this Lease or todischarge any obligation or liability under this Lease not involving the payment of money, and thefailure to cure any such failure within thirty (30) days after written notice thereof to Tenant,provided that if such default is not susceptible to cure within thirty (30) days, Tenant shall bedeemed to have cured such default if Tenant has commenced efforts to cure such default within suchthirty (30) day period and diligently pursues and completes such curative actions within areasonably prompt period of time thereafter.     19. **Remedies**. Upon any Event of Default, Landlord may, in addition to all otherrights and remedies afforded Landlord hereunder or by law or equity, take any one or more of thefollowing actions:     Texas Industrial Lease — American Locker Group, Inc. 13  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
          19.1. **Termination of Lease**. Terminate this Lease by giving Tenant written noticethereof, in which event Tenant shall pay to Landlord the sum of (1) all Rent accrued hereunderthrough the date of termination, (2) all amounts due under **Section 19.3**, and (3) an amount equal to(A) the total Rent that Tenant would have been required to pay for the remainder of the Termdiscounted to present value at a per annum rate equal to the “**Prime Rate**” as published onthe date this Lease is terminated by *The Wall Street Journal*, Southwest Edition, in its listing of“**Money Rates**” minus one percent, minus (B) the then present fair rental value of thePremises for such period, similarly discounted;          19.2. **Termination of Possession**. Terminate Tenant’s right to possess the Premiseswithout terminating this Lease by giving written notice thereof to Tenant, in which event Tenantshall pay to Landlord (1) all Rent and other amounts accrued hereunder to the date of terminationof possession, (2) all amounts due from time to time under **Section 19.1**, and (3) all Rent and othernet sums required hereunder to be paid by Tenant during the remainder of the Term, diminished byany net sums thereafter received by Landlord through reletting the Premises during such period,after deducting all costs incurred by Landlord in reletting the Premises. Landlord shall not beobligated to relet the Premises before leasing other portions of the Building. Landlord shall notbe liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’sfailure to relet the Premises or to collect rent due for such reletting. Tenant shall not beentitled to the excess of any consideration obtained by reletting over the Rent due hereunder.Reentry by Landlord in the Premises shall not affect Tenant’s obligations hereunder for theunexpired Term; rather, Landlord may, from time to time, bring an action against Tenant to collectamounts due by Tenant, without the necessity of Landlord’s waiting until the expiration of theTerm. Unless Landlord delivers written notice to Tenant expressly stating that it has elected toterminate this Lease, all actions taken by Landlord to dispossess or exclude Tenant from thePremises shall be deemed to be taken under this **Section 19.2**. If Landlord elects to proceed underthis **Section 19.2**, it may at any time elect to terminate this Lease under **Section 19.1**;          19.3. **Perform Acts on Behalf of Tenant**. Perform any act Tenant is obligated toperform under the terms of this Lease (and enter upon the Premises in connection therewith ifnecessary) in Tenant’s name and on Tenant’s behalf, without being liable for any claim for damagestherefor, and Tenant shall reimburse Landlord on demand for any expenses which Landlord may incurin thus effecting compliance with Tenant’s obligations under this Lease (including, but not limitedto, collection costs and legal expenses), an administrative fee equal to 15% of such expenses, plusinterest on such expenses and fees at the Default Rate;          19.4. **Suspension of Services**. Suspend any services required to be provided byLandlord hereunder without being liable for any claim for damages therefor; or          19.5. **Alteration of Locks**. Additionally, with or without notice, and to the extentpermitted by Law, Landlord may alter locks or other security devices at the Premises to depriveTenant of access thereto, and Landlord shall not be required to provide a new key or right ofaccess to Tenant.     20. **Payment by Tenant; Non-Waiver; Cumulative Remedies****.**          20.1. **Payment by Tenant**. Upon any Event of Default, Tenant shall pay to Landlord allcosts incurred by Landlord (including but not limited to court costs and reasonable attorneys’ feesand expenses) in (1) obtaining possession of the Premises, (2) removing and storing Tenant’s or anyother occupant’s property, (3) repairing or restoring the Premises to the condition in which Tenantaccepted the Premises, (4) if Tenant is dispossessed of the Premises and this Lease is notterminated, reletting all or any part of the Premises (including brokerage commissions, cost oftenant finish work, and other costs incidental to such reletting), (5) performing Tenant’sobligations which Tenant failed to perform, and (6) enforcing, or advising Landlord of, its rights,remedies, and recourses arising out of the default. To the full extent permitted by law, Landlordand Tenant agree the federal and state courts of the state in which the Premises are located shallhave exclusive jurisdiction over any matter relating to or arising from this Lease and the parties’rights and obligations under this Lease.          20.2. **No Waiver**. Landlord’s acceptance of Rent following an Event of Default shallnot waive Landlord’s rights regarding such Event of Default. No waiver by Landlord of anyviolation or breach of any of the terms contained herein shall waive Landlord’s rights regardingany future violation of such term. Landlord’s acceptance of any partial payment of Rent shall notwaive Landlord’s rights with regard to the remaining portion of the Rent that is due, regardless ofany endorsement or other statement on any instrument delivered in payment of Rent or any writingdelivered in     Texas Industrial Lease — American Locker Group, Inc. 14  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
connection therewith; accordingly, Landlord’s acceptance of a partial payment of Rent shallnot constitute an accord and satisfaction of the full amount of the Rent that is due.          20.3. **Cumulative Remedies**. Any and all remedies set forth in this Lease: (1) shallbe in addition to any and all other remedies Landlord may have at law or in equity, (2) shall becumulative, and (3) may be pursued successively or concurrently as Landlord may elect. Theexercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlordfrom exercising any other remedies in the future. Additionally, Tenant shall defend, indemnify andhold harmless Landlord, Landlord’s Mortgagee and their respective representatives and agents fromand against all claims, demands, liabilities, causes of action, suits, judgments, damages andexpenses (including but not limited to reasonable attorneys’ fees) arising from Tenant’s failure toperform its obligations under this Lease.     21. **Mortgages/Ground Lease****.**Tenant accepts this Lease subject and subordinate to anyand all mortgages and/or deeds of trust now or at any time hereafter constituting a lien or chargeupon the Premises or the improvements situated thereon or any portion thereof; provided, however,that upon Tenant’s written request, Landlord shall use commercially reasonable efforts to obtainfor the benefit of Tenant a non-disturbance agreement on Landlord’s Lender’s standard form.Notwithstanding the foregoing, the subordination of this Lease to future mortgages shall be subjectto Tenant’s receipt of a non-disturbance agreement reasonably acceptable to Tenant which providesin substance that so long as Tenant is not in default under the Lease past applicable cure periods,its use and occupancy of the Premises shall not be disturbed notwithstanding any default ofLandlord under such mortgage. Subject to the foregoing, Tenant shall at any time hereafter ondemand execute any instruments, releases or other documents which may be required by any mortgageefor the purpose of subjecting and subordinating this Lease to the lien of any such mortgage.Tenant acknowledges that this Lease is subject and subordinate to the Lease Agreement dated May 27,2004 (the “**Ground Lease**”). Tenant accepts this Lease subject to all of the terms andconditions of the Ground Lease and covenants that it will do no act or thing which would constitutea violation of the provisions of the Ground Lease attached hereto as ***Exhibit G*** with respectto the Premises or the use thereof. The effectiveness of this Lease is conditioned upon Landlord’sreceipt of any required consents under the Ground Lease. Landlord and Tenant shall usecommercially reasonable efforts to obtain from the prime landlord under the Ground Lease and havedelivered to Tenant a non-disturbance agreement in the form of such prime landlord under the GroundLease. If Landlord fails to obtain any required consents under the Ground Lease, Landlord shallrefund to Tenant any prepaid rent and Security Deposit paid by Tenant to Landlord.     22. **Rules and Regulations**. Tenant shall comply with the rules and regulations of theProject which are attached hereto as ***Exhibit C***, as amended from time to time by Landlord.Tenant shall be responsible for the compliance with such rules and regulations by each TenantParty.     23. **Personal Property Taxes**. Tenant shall be liable for all taxes levied or assessedagainst personal property, furniture, or fixtures placed by Tenant in the Premises or in or on theBuilding or Project.     24. **Notices****.**Each provision of this instrument or of any applicable governmentallaws, ordinances, regulations, and other requirements with reference to the sending, mailing, ordelivery of any notice or the making of any payment by Landlord to Tenant or with reference to thesending, mailing, or delivery of any notice or the making of any payment by Tenant to Landlordshall be deemed to be complied with when and if the following steps are taken:          24.1. All Rent and other payments required to be made by Tenant to Landlord hereunder shall bepayable to Landlord at the address for payment of Rent hereinbelow set forth or at such otheraddress as Landlord may specify from time to time by written notice delivered in accordanceherewith.          24.2. All payments required to be made by Landlord to Tenant hereunder shall be payable toTenant at the address hereinbelow set forth, or at such other address as Tenant may specify fromtime to time by written notice delivered in accordance herewith.          24.3. Any notice or document required or permitted to be delivered hereunder (collectivelycalled “**Notices**”) must be in writing to be effective. Any Notice, other than a payment,which shall be deemed received only when actually received, that is addressed to the party for whomit is intended at its address specified for the receipt of Notices (which is currently the addressset forth below) will be deemed to have been given or made, whether actually received or not, onthe second Business Day after the date it is deposited in the United States mail, postage prepaid,certified, return receipt     Texas Industrial Lease — American Locker Group, Inc. 15  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
requested. Any party may change its address for the receipt of Notices by Notice inaccordance with this **Section 24**. Notices given otherwise than in accordance with this **Section 24**,including but not limited to Notices given by facsimile or e-mail, will be effective upon receipt.The current addresses of the parties for Notices are as follows:   LANDLORD: Address for Payment of Rent: BV DFWA I, LPc/o Bank of AmericaP.O. Box 840583Dallas, Texas 75284-0583             Address for Notices and AllOther Correspondence: Industrial Properties Corporation16479 Dallas Parkway, Suite 500Addison, Texas 75001Attention: Lee Halford, Jr.Telephone: 972-447-2500Telecopy: 972-447-2659   TENANT: American Locker Group, Inc.2701 Regent Boulevard, Suite 200DFW Airport, Texas 75261Attention: Paul ZaidinsTelephone: 817-722-0131Telecopy: 817-722-0100   ADDITIONAL NOTICE ADDRESS: Hallett & Perrin, P.C.2001 Bryan Street, Suite 3900Dallas, Texas 75093Attention: Michael FranklinTelephone: 214-922-4173Telecopy: 214-922-4170If and when included within the term **“Landlord,”**as used in this instrument, there are morethan one person, firm, or corporation, all shall jointly arrange among themselves for their jointexecution of a notice specifying an individual at a specific address for the receipt of notices andpayments to Landlord; if and when included within the term “**Tenant**,” as used in thisinstrument, there are more than one person, firm**,**or corporation, all shall jointly arrange amongthemselves for their joint execution of a notice specifying an individual at a specific address forthe receipt of notices and payments to Tenant. All parties included within the terms “Landlord”and “Tenant,” respectively, shall be bound by notices given in accordance with the provisions ofthis **Section 24**to the same effect as if each had received such notice.     25. **Miscellaneous****.**          25.1. **Gender**. Words of any gender used in this Lease shall be held and construed toinclude any other gender, and words in the singular number shall be held to include the plural andvice versa, unless the context otherwise requires.          25.2. **Successors and Assigns**. The terms, provisions, covenants, and conditionscontained in this Lease shall apply to, inure to the benefit of, and be binding upon, the partieshereto and upon their respective heirs, legal representatives, successors, and permitted assigns,except as otherwise herein expressly provided.          25.3. **Captions**. The captions are inserted in this Lease for convenience only and inno way define, limit, or describe the scope or intent of this Lease, or any provision hereof, norin any way affect the interpretation of this Lease.     Texas Industrial Lease — American Locker Group, Inc. 16  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
          25.4. **Estoppel Certificates**. Tenant agrees, within ten (10) days after request ofLandlord, to deliver to Landlord, or Landlord’s designee, an estoppel certificate stating that thisLease is in full force and effect, the date to which Rent has been paid, the unexpired Term, andsuch other matters pertaining to this Lease as may be reasonably requested by Landlord. Landlordagrees, within thirty (30) days after request of Tenant, which request shall not occur more thantwice annually, to deliver to Tenant, or Tenant’s designee, an estoppel certificate on Landlord’sform stating that this Lease is in full force and effect, the date to which Rent has been paid, andthe unexpired Term.          25.5. **Financial Statements**. No more than once annually, within ten (10) business daysafter written request from Landlord, Tenant shall deliver to Landlord such financial statements asare reasonably required by Landlord to verify the net worth of Tenant, or any assignee, subtenant,or guarantor of Tenant. In addition, Tenant shall deliver to any lender designated by Landlord anyfinancial statements required by the lender to facilitate the financing or refinancing of theBuilding and Land. Tenant represents and warrants to Landlord that each financial statement is atrue, complete, and accurate statement as of the date of the statement. All financial statementswill be confidential and will be used only for the purposes set forth in this Lease.          25.6. **Written Modifications**. This Lease may not be altered, changed, or amendedexcept by an instrument in writing executed by Landlord and Tenant.          25.7. **Entire Agreement**. This instrument, including all Exhibits and Riders which areattached hereto, constitutes the entire agreement between Landlord and Tenant. No prior written orprior or contemporaneous oral statements, promises, or representations shall be binding.          25.8. **Severability**. If any provision of this Lease shall ever be held to be invalidor unenforceable, such invalidity or unenforceability shall not affect any other provisions of theLease, but such other provisions shall continue in full force and effect.          25.9. **Governing Law**. This Lease shall be construed and enforced in accordance withthe laws of the state in which the Premises are located.          25.10. **Interpretation**. The parties acknowledge that each party and its counsel hasreviewed and had the opportunity to negotiate revisions to this Lease, and that the normal rule ofconstruction to the effect that any ambiguities are to be resolved against the drafting party shallnot be employed in the interpretation of this Lease or any amendments, annexes, or exhibits hereto.          25.11. **Time is of the Essence**. It is expressly agreed by the parties hereto that timeis of the essence with respect to this Lease.          25.12. **Landlord’s Default**. In the event of any act or omission by Landlord whichwould give Tenant the right to damages from Landlord or the right to terminate this Lease by reasonof a constructive or actual eviction from all or part of the Premises or otherwise, Tenant shallnot sue for such damages or exercise any such right to terminate until (a) it shall have givenwritten notice of such act or omission to Landlord and provided that a non-disturbance agreementhas been executed by Landlord’s lender, to the holder(s) of the indebtedness or other obligationssecured by any mortgage or deed of trust affecting the Premises, and (b) thirty (30) days shallhave elapsed following the giving of such notice, and during which time Landlord and such holder(s)or either of them, their agents, or employees, shall be entitled to enter upon the Premises and dotherein whatever may be necessary to remedy such act or omission.          25.13. **Landlord Transfer**. Landlord may transfer any portion of the Project and any ofits rights under this Lease. If Landlord assigns its rights under this Lease, then Landlord shallthereby be released from any further obligations hereunder arising after the date of transfer,provided that the assignee assumes in writing Landlord’s obligations hereunder arising from andafter the transfer date.          25.14. **Landlord’s Liability**. The liability of Landlord (and its partners,shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant)for any default by Landlord under the terms of this Lease or any matter relating to or arising outof the occupancy or use of the Premises and/or other areas of the Building shall be limited toTenant’s actual direct, but not consequential, damages therefor and shall be recoverable only fromthe interest of     Texas Industrial Lease — American Locker Group, Inc. 17  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
Landlord in the Building, and Landlord (and its partners, shareholders or members) shall notbe personally liable for any deficiency. The provisions of this Section shall survive anyexpiration or termination of this Lease. Additionally, Tenant hereby waives its statutory lienunder Section 91.004 of the Texas Property Code.          25.15. **Force Majeure**. Other than for Tenant’s obligations under this Lease that canbe performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenevera period of time is herein prescribed for action to be taken by either party hereto, such partyshall not be liable or responsible for, and there shall be excluded from the computation of anysuch period of time, any delays due to strikes, riots, acts of God, shortages of labor ormaterials, war, terrorist acts or activities, governmental laws, regulations, or restrictions, orany other causes of any kind whatsoever which are beyond the control of such party.          25.16. **Brokerage**. Neither Landlord nor Tenant has dealt with any broker or agent inconnection with the negotiation or execution of this Lease, other than NAI Robert Lynn Company(“**Landlord’s Broker**”), whose commission shall be paid by Landlord pursuant to a separatewritten agreement and Transwestern (“**Tenant’s Broker**”), whose commission shall be paid byLandlord’s Broker pursuant to a separate written agreement. Tenant and Landlord shall eachindemnify the other against all costs, expenses, attorneys’ fees, liens and other liability forcommissions or other compensation claimed by any other broker or agent claiming the same by,through, or under the indemnifying party.          25.17. **Waiver of Jury Trial**. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD ANDTENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE INRESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATEDHERETO.          25.18. **Water or Mold Notification**. To the extent Tenant or its agents or employeesdiscover any water leakage, water damage or mold in or about the Premises or Project, Tenant shallpromptly notify Landlord thereof in writing.          25.19. **Joint and Several Liability**. If Tenant is comprised of more than one party,each such party shall be jointly and severally liable for Tenant’s obligations under this Lease.All unperformed obligations of Tenant hereunder not fully performed at the end of the Term shallsurvive the end of the Term, including but not limited to payment obligations with respect to Rentand all obligations concerning the condition and repair of the Premises.          25.20. **Telecommunications**. Tenant and its telecommunications companies, including butnot limited to local exchange telecommunications companies and alternative access vendor servicescompanies, shall have no right of access to and within the Building, for the installation andoperation of telecommunications systems, including voice, video, data, Internet, and any otherservices provided over wire, fiber optic, microwave, wireless, and any other transmission systems(“**Telecommunications Services**”), for part or all of Tenant’s telecommunications from theBuilding to any other location without Landlord’s prior written consent. All providers ofTelecommunications Services shall be required to comply with the rules and regulations of theBuilding, applicable Laws and Landlord’s policies and practices for the Building. Tenantacknowledges that Landlord shall not be required to provide or arrange for any TelecommunicationsServices and that Landlord shall have no liability to any Tenant Party in connection with theinstallation, operation or maintenance of Telecommunications Services or any equipment orfacilities relating thereto. Tenant, at its cost and for its own account, shall be solelyresponsible for obtaining all Telecommunications Services.          25.21. **Confidentiality**. Tenant acknowledges that the terms and conditions of thisLease are to remain confidential for Landlord’s benefit, and may not be disclosed by Tenant toanyone, by any manner or means, directly or indirectly, without Landlord’s prior written consent;however, Tenant may disclose the terms and conditions of this Lease to its attorneys, accountants,employees and existing or prospective financial partners provided same are advised by Tenant of theconfidential nature of such terms and conditions and agree to maintain the confidentiality thereof(in each case, prior to disclosure) and Tenant may disclose the terms and conditions of this Leaseto the extent that such disclosure is required from a publicly-traded company by any governmentalauthority, including but not limited to the SEC, or required by any applicable Laws. Tenant shallbe liable for any disclosures made in violation of this Section by Tenant or by any entity orindividual to whom the terms of and conditions of this Lease were disclosed or made available byTenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the partof Landlord of any prohibition against any future disclosure.     Texas Industrial Lease — American Locker Group, Inc. 18  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
          25.22. **Security Service**. Tenant acknowledges and agrees that, while Landlord may (butshall not be obligated to) patrol the Building, Landlord is not providing any security serviceswith respect to the Premises or Tenant’s Off-Premises Equipment and that Landlord shall not beliable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss bytheft or any other damage suffered or incurred by Tenant in connection with any unauthorized entryinto the Premises or any area where Tenant’s Off-Premises Equipment is located or any other breachof security with respect to the Premises or Tenant’s Off-Premises Equipment.          25.23. **Prohibited Persons and Transactions**. Tenant represents and warrants toLandlord that Tenant is currently in compliance with and shall at all times during the Term(including any extension thereof) remain in compliance with the regulations of OFAC of theDepartment of the Treasury (including but not limited to those named on OFAC’s Specially DesignatedNationals and Blocked Persons List) and any statute, executive order (including but not limited tothe September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with PersonsWho Commit, Threaten to Commit or Support Terrorism), or other governmental action relatingthereto.          25.24. **Determination of Charges**. Landlord and Tenant agree that each provision ofthis Lease for determining charges and amounts payable by Tenant (including but not limited toprovisions regarding Additional Rent and Tenant’s Proportionate Share of Taxes and Operating Costs)is commercially reasonable and, as to each such charge or amount, constitutes a statement of theamount of the charge or a method by which the charge is to be computed for purposes of Section93.012 of the Texas Property Code.          25.25. **Quiet Enjoyment**. Provided Tenant has performed all of its obligationshereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, withouthindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise,subject to the terms and conditions of this Lease.          25.26. **Recording**. Tenant shall not record this Lease or any memorandum of this Leasewithout the prior written consent of Landlord, which consent may be withheld or denied in the soleand absolute discretion of Landlord, and any recordation by Tenant shall be a material breach ofthis Lease. Tenant grants to Landlord a power of attorney to execute and record a releasereleasing any such recorded instrument of record that was recorded without the prior writtenconsent of Landlord.          25.27. **Subordination of Landlord’s Lien**. Landlord shall be entitled to any availablestatutory lien or security interest in any personal property or trade fixtures of Tenant located onthe Premises. Notwithstanding the foregoing, upon Tenant’s request, Landlord shall subordinate itssecurity interest and landlord’s lien to the security interest of Tenant’s supplier orinstitutional financial source by executing and delivering Landlord’s then-current form ofSubordination of Landlord’s Lien.     26. **Surrender of Premises**. No act by Landlord shall be deemed an acceptance of asurrender of the Premises, and no agreement to accept a surrender of the Premises shall be validunless it is in writing and signed by Landlord. At the expiration or termination of this Lease,Tenant shall deliver to Landlord the Premises with all improvements located therein in good repairand condition, free of Hazardous Materials placed on the Premises during the Term, broom-cleancondition, reasonable wear and tear excepted, and shall deliver to Landlord all keys to thePremises. Provided that Tenant has performed all of its obligations hereunder, Tenant may removeall unattached trade fixtures, furniture, and personal property placed in the Premises or elsewherein the Building by Tenant (but Tenant may not remove any such item which was paid for, in whole orin part, by Landlord or any wiring or cabling unless Landlord requires such removal).Additionally, at Landlord’s option, Tenant shall remove such alterations, additions, improvements,trade fixtures, personal property, equipment, wiring, conduits, cabling, and furniture (includingbut not limited to Tenant’s Off-Premises Equipment) as Landlord may request together with all signsaffixed by Tenant to the exterior of the Building or elsewhere at the Project (as well as letteringinstalled by Tenant on sign panels installed by Landlord); however, Tenant shall not be required toremove any addition or improvement to the Premises or the Project if Landlord has specificallyagreed in writing that the improvement or addition in question need not be removed. Tenant shallrepair all damage caused by such removal. All items not so removed shall, at Landlord’s option, bedeemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, orotherwise disposed of by Landlord without notice to Tenant and without any obligation to accountfor such items. The provisions of this **Section 26**shall survive the end of the Term.     Texas Industrial Lease — American Locker Group, Inc. 19  2701 Regent, Suite 200, DFW Airport, Texas    
 

 
     27. **Parking**. Tenant shall have the non-exclusive right, in common with other tenantsof the Building to use such parking spaces associated with the Building as are allocated to Tenantby Landlord, which shall consist of a minimum of one hundred (100) parking spaces. Landlord shalluse its reasonable discretion in allocating parking spaces to the tenants of the Building, takinginto consideration all factors Landlord deems relevant, including but not limited to the densityand type (e.g., office or industrial) of use conducted by the tenants of the Building in theirrespective premises. Landlord reserves the right to initiate steps to control the parkingutilization through gates, access cards, hang-tags or other means as appropriate. Initially,Tenant shall have the non-exclusive right to use those vehicular parking spaces circled on***Exhibit E*** hereto. Parking spaces will be available to Tenant without charge during theinitial Term. Landlord shall not be responsible for enforcing Tenant’s parking rights againstthird parties.     28. **List of Exhibits**. All exhibits and attachments attached hereto are incorporatedherein by this reference.Exhibit A — Outline of Premises