exv10w8






OFFICE LEASE




[CORPORATE POINT]




by and between




EQUASTONE HIGH POINT, LP,

a Delaware limited partnership




as Landlord,




and




HEALTH MANAGEMENT SYSTEMS, INC.,

a New York corporation,




as Tenant.




			
	 	 	 
	 
	 	Health Management Systems
	 
	 	Corporate Point






 









 






[CORPORATE POINT]




SUMMARY OF BASIC LEASE INFORMATION




     The parties hereto agree to the following terms of this Summary of Basic Lease Information
(the “Summary”). This Summary is hereby incorporated into and made a part of the attached Office
Lease (this Summary and the Office Lease to be known collectively as the “Lease”) which pertains to
the office building located at 5615 High Point Drive, Irving, Texas. Each reference in the Office
Lease to any term of this Summary shall have the meaning as set forth in this Summary for such
term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms
of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined
herein shall have the meaning as set forth in the Office Lease.



	 	 	 	 	 
	 	 	TERMS OF LEASE	 	DESCRIPTION
	 	 	(References are to the Office Lease)	 	 
	1.

	 	Date:
	 	July 31, 2007.
	 
	 	 	 	 
	 

	 	 	 	 
	2.

	 	Landlord:	 	EQUASTONE HIGH POINT, LP,
	 

	 	 	 	a Delaware limited partnership
	 
	 	 	 	 
	3.

	 	Address of Landlord
	 	8910 University Center Lane, Suite 500
	 

	 	(Section 30.11):
	 	San Diego, California 92122
	 

	 	 	 	Attn: Senior Counsel
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	11757 Katy Freeway, Suite 490
	 

	 	 	 	Houston, Texas 77079
	 

	 	 	 	Attn: Clint Harrington
	 
	 	 	 	 
	 

	 	 	 	 
	4.

	 	Tenant:	 	HEALTH MANAGEMENT SYSTEMS, INC.,
	 

	 	 	 	a New York corporation
	 
	 	 	 	 
	5.

	 	Address of Tenant
	 	401 Park Avenue South
	 

	 	(Section 30.11):
	 	New York, New York 10016
	 

	 	 	 	Attention: Walter Hosp,
Senior Vice President and Chief Financial Officer
	 

	 	 	 	
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Herrick Feinstein, LLP
	 

	 	 	 	2 Park Avenue
	 

	 	 	 	New York, New York, 10016
	 

	 	 	 	Attention: John Goldman, Esq.
	 

	 	 	 	(Prior to Lease Commencement Date)
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	5615 High Point Drive, Suite 100
	 

	 	 	 	Irving, Texas 75038
	 

	 	 	 	Attention: Joseph Joy, Senior Vice President and CIO
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Herrick Feinstein, LLP
	 

	 	 	 	2 Park Avenue
	 

	 	 	 	New York, New York, 10016
	 

	 	 	 	Attention: John Goldman, Esq.
	 

	 	 	 	(After Lease Commencement Date)
	 
	 	 	 	 
	6.

	 	Premises (Article 1):
	 	Approximately 47,250 rentable square feet of space located in
	 

	 	 	 	Suites 100, 400 and 500 on the first (1st), fourth (4th) and fifth
	 

	 	 	 	(5th) floors of the Building located and addressed at 5615
	 

	 	 	 	High Point Drive, Irving, Texas, as set forth in Exhibit A
	 

	 	 	 	attached hereto, which shall be increased to approximately






			
	 	 	 
	 
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	 	Corporate Point






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	 	 	 	 	 	59,426 rentable square feet on the Must Take Commencement
	 

	 	 	 	 	 	Date (as defined in Section 1.4 below).
	 
	 	 	 	 	 	 
	7.	 	Term (Article 2).	 	 
	 
	 	 	 	 	 	 
	 

	 	 7.1
	 	Lease Term:
	 	Sixty Eight (68) months. If the Lease Commencement Date
	 

	 	 	 	 	 	occurs on a day other than the first day of the month, then the
	 

	 	 	 	 	 	foregoing time period shall be measured from the first day of
	 

	 	 	 	 	 	the following month.
	 
	 	 	 	 	 	 
	 

	 	 7.2
	 	Lease Commencement
	 	November 1, 2007 (Subject to extension for Landlord Delays
	 

	 	 	 	Date:
	 	as described in Section 5.2 of the Tenant Work Letter).
	 
	 	 	 	 	 	 
	 

	 	 7.3
	 	Option(s) to Extend:
	 	Two, Five (5) year Options to Extend.
	 
	 	 	 	 	 	 
	8.	 	Base Rent (Article 3):	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Annual
	 	 	Monthly	 	Rental Rate
	
          Lease Month	 	Installment of Base Rent	 	per Rentable Square Foot
	*11/1/07 – 10/31/08
	 	$	61,031.25	 	 	$	15.50	 
	11/1/08 – 10/31/09
	 	$	79,234.67	 	 	$	16.00	 
	11/1/09 – 10/31/10
	 	$	81,710.75	 	 	$	16.50	 
	11/1/10 – 10/31/11
	 	$	84,186.83	 	 	$	17.00	 
	11/1/11 – 6/30/13
	 	$	86,662.92	 	 	$	17.50	 








 




			
	*	 	Subject to abatement as provided in Article 3 below. Additionally, the Monthly Base Rent through
the first Lease Year is calculated based upon 47,250 rentable square feet, and thereafter is
calculated on the full 59,426 rentable square feet of the Premises.





	 	 	 	 	 	 	 
	9.	 	Additional Rent (Article 4).	 	 
	 
	 	 	 	 	 	 
	 

	 	 9.1
	 	Base Year:
	 	Calendar year 2008.
	 
	 	 	 	 	 	 
	 

	 	 9.2
	 	Tenant’s Share:
	 	Approximately 21.14% as of the Lease Commencement Date,
increased to approximately 26.59% as of the Must Take
Commencement Date. Tenant’s Share was calculated by
multiplying the number of rentable square feet of the Premises
by 100 and dividing the product by the total rentable square
feet in the Building, which is 223,498 (subject to adjustment
pursuant to Section 1.3 of the Lease).
	 
	 	 	 	 	 	 
	10.	 	Prepaid Base Rent	 	$61,031.25 for the first (1st) full month of the Lease Term.
	 	 	(Article 3)	 	 
	 
	 	 	 	 	 	 
	11.	 	Security Deposit	 	 $81,710.75
	 	 	(Article 22):	 	 
	 
	 	 	 	 	 	 
	12.	 	Parking Pass Ratio	 	5.7 parking passes for every 1,000 square feet of the Premises.
	 	 	(Article 28):	 	 
	 
	 	 	 	 	 	 
	13.

	 	Broker
	 	 	 	PM Realty Group (for Landlord)
	 	 	(Section 30.21):	 	Transwestern (for Tenant)






			
	 	 	 
	 
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	 	Corporate Point






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TABLE
OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	REAL PROPERTY, BUILDING AND PREMISES
	 	 	1	 
	 
	2.

	 	LEASE TERM
	 	 	3	 
	 
	3.

	 	BASE RENT
	 	 	4	 
	 
	4.

	 	ADDITIONAL RENT
	 	 	5	 
	 
	5.

	 	USE OF PREMISES
	 	 	8	 
	 
	6.

	 	SERVICES AND UTILITIES
	 	 	9	 
	 
	7.

	 	REPAIRS
	 	 	11	 
	 
	8.

	 	ADDITIONS AND ALTERATIONS
	 	 	12	 
	 
	9.

	 	COVENANT AGAINST LIENS
	 	 	13	 
	 
	10.

	 	INDEMNITY AND INSURANCE
	 	 	13	 
	 
	11.

	 	DAMAGE AND DESTRUCTION
	 	 	15	 
	 
	12.

	 	NONWAIVER
	 	 	16	 
	 
	13.

	 	CONDEMNATION
	 	 	16	 
	 
	14.

	 	ASSIGNMENT AND SUBLETTING
	 	 	16	 
	 
	15.

	 	SURRENDER OF PREMISES AND REMOVAL OF TENANT’S PROPERTY
	 	 	18	 
	 
	16.

	 	HOLDING OVER
	 	 	19	 
	 
	17.

	 	ESTOPPEL CERTIFICATES
	 	 	19	 
	 
	18.

	 	SUBORDINATION
	 	 	19	 
	 
	19.

	 	DEFAULTS; REMEDIES
	 	 	19	 
	 
	20.

	 	LANDLORD REMEDIES
	 	 	20	 
	 
	21.

	 	COVENANT OF QUIET ENJOYMENT
	 	 	22	 
	 
	22.

	 	SECURITY DEPOSIT
	 	 	22	 
	 
	23.

	 	INTENTIONALLY OMITTED
	 	 	22	 
	 
	24.

	 	SIGNS
	 	 	22	 
	 
	25.

	 	LATE CHARGES
	 	 	23	 
	 
	26.

	 	LANDLORD’S RIGHT TO CURE DEFAULT
	 	 	24	 
	 
	27.

	 	ENTRY BY LANDLORD
	 	 	24	 
	 
	28.

	 	TENANT PARKING
	 	 	24	 
	 
	29.

	 	HAZARDOUS MATERIALS
	 	 	25	 
	 
	30.

	 	MISCELLANEOUS PROVISIONS
	 	 	25	 
	 
	31.

	 	METHOD OF CALCULATION
	 	 	29	 
	 
	32.

	 	EXCLUSIVITY
	 	 	29	 






			
	 	 	 
	 
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	EXHIBITS	 	 	 	Page
	EXHIBIT A

	 	OUTLINE OF FLOOR PLAN OF PREMISES AND MUST TAKE SPACE	 	 
	EXHIBIT B

	 	TENANT WORK LETTER	 	 
	EXHIBIT C

	 	RULES AND REGULATIONS	 	 
	EXHIBIT D

	 	FORM OF SNDA	 	 






			
	 	 	 
	 
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INDEX




	 	 	 
	 

	 	Page(s)
	 

	 	 





			
	Abatement Event
	 	10
	Abatement Notice
	 	10
	Additional Rent
	 	5
	Affiliate
	 	18
	Affiliated Assignee
	 	18
	Affiliated Parties
	 	28
	Alterations
	 	12
	Approved Working Drawings
	 	Exhibit B
	Architect
	 	Exhibit B
	Bank
	 	11
	Base Rent
	 	4
	Base Year
	 	5
	Base, Shell and Core
	 	Exhibit B
	Blocked Parties
	 	28
	BOMA
	 	1
	Brokers
	 	27
	Building
	 	1
	Calendar Year
	 	5
	Change Order
	 	Exhibit B
	Code
	 	Exhibit B
	Common Areas
	 	1
	Construction Drawings
	 	Exhibit B
	Contamination
	 	25
	Contractor
	 	Exhibit D
	Control
	 	18
	Controllable Operating Expenses
	 	6
	Cosmetic Alterations
	 	12
	Cost Proposal
	 	Exhibit B
	Cost Proposal Delivery Date
	 	Exhibit B
	Damage Repair Estimate
	 	16
	Election Date
	 	2
	Eligibility Period
	 	10
	Engineers
	 	Exhibit B
	Estimate
	 	7
	Estimate Statement
	 	7
	Estimated Excess
	 	7
	Excess
	 	5
	Executive Order
	 	28
	Expense Year
	 	5
	Exterior Signage
	 	23
	Final Space Plan
	 	Exhibit B
	Final Working Drawings
	 	Exhibit B
	First Refusal Notice
	 	2
	First Refusal Space
	 	2
	Force Majeure
	 	26
	Hazardous Material
	 	25
	Holidays
	 	9
	HVAC
	 	9
	Improvement Allowance
	 	Exhibit B
	Improvement Allowance Items
	 	Exhibit B
	Improvements
	 	Exhibit B
	Indemnified Claims
	 	13
	Insurance Expenses
	 	5
	Interest Notice
	 	3
	Landlord
	 	1
	Landlord Delays
	 	Exhibit B
	Landlord Indemnified Parties
	 	13
	Landlord Supervision Fee
	 	Exhibit B
	Lease
	 	1
	Lease Commencement Date
	 	3
	Lease Term
	 	3






			
	 	 	 
	 
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	 	Page(s)
	 

	 	 






			
	Lease Year
	 	3
	Must Take Commencement Date
	 	1
	Must Take Space
	 	1
	Net Effective Rent
	 	2
	Notices
	 	26
	OFAC
	 	28
	Operating Expenses
	 	5
	Option Notice
	 	3
	Option Rent
	 	3
	Option Rent Notice
	 	3
	Option Term
	 	3
	Original Tenant
	 	2
	Outside Agreement Date
	 	4
	Over-Allowance Amount
	 	Exhibit B
	Package Units
	 	11
	Parking Facilities
	 	1
	Patriot Act Related Laws
	 	28
	Permits
	 	Exhibit B
	Premises
	 	1
	Ready for Occupancy
	 	Exhibit B
	Real Property
	 	1
	Renovations
	 	28
	Rent
	 	5
	Review Period
	 	7
	Rules and Regulations
	 	8
	Second Chance Notice
	 	2
	Security Deposit
	 	22
	Signage
	 	23
	Signage Specifications
	 	23
	Specifications
	 	Exhibit B
	Standard Improvement Package
	 	Exhibit B
	Statement
	 	7
	Subject Space
	 	17
	Subleasing Costs
	 	17
	Summary
	 	1
	Superior Leases
	 	2
	Superior Rights
	 	2
	Systems and Equipment
	 	6
	Tax Expenses
	 	6
	Tenant
	 	1
	Tenant Improvements
	 	1
	Tenant Indemnified Parties
	 	15
	Tenant Parties
	 	13
	Tenant’s Agents
	 	Exhibit B
	Tenant’s Election Notice
	 	2
	Tenant’s Share
	 	7
	Termination Notice
	 	10
	Terms
	 	2
	Time Deadlines
	 	Exhibit B
	Transfer Notice
	 	17
	Transfer Premium
	 	17
	Transferee
	 	17
	Transfers
	 	17
	Utility Expenses
	 	7






			
	 	 	 
	 
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[CORPORATE POINT]




OFFICE LEASE




     This Office Lease, which includes the preceding Summary of Basic Lease Information (the
“Summary”) attached hereto and incorporated herein by this reference (the Office Lease and Summary
to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in
Section 1 of the Summary, is made by and between EQUASTONE HIGH POINT, LP, a Delaware limited
partnership (“Landlord”), and HEALTH MANAGEMENT SYSTEMS, INC., a New York corporation
(“Tenant”).



1. REAL PROPERTY, BUILDING AND PREMISES




     1.1 Real Property, Building and Premises. Upon and subject to the terms, covenants and
conditions hereinafter set forth in this Lease, Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the premises set forth in Section 6 of the Summary (the “Premises”), which
Premises are located in the “Building,” as that term is defined in this Section 1.1. The outline of
the floor plan of the Premises is set forth in Exhibit A attached hereto. The Premises are a part
of the building known as Corporate Point located and addressed at 5615 High Point Drive, Irving,
Texas (the “Building”). The Building, the parking facilities serving the Building from time to
time (“Parking Facilities”), the outside plaza areas, land and other improvements surrounding the
Building which are designated from time to time by Landlord as common areas appurtenant to or
servicing the Building, and the land upon which any of the foregoing are situated, are herein
sometimes collectively referred to as the “Real Property.” Tenant is hereby granted the right to
the nonexclusive use of the common corridors and hallways, stairwells, elevators, restrooms and
other public or common areas located on the Real Property (“Common Areas”). Landlord reserves the
right to make alterations or additions to or to change the location of elements of the Real
Property.



     1.2 Condition of the Premises. Except as specifically set forth in this Lease and in the
Tenant Work Letter attached hereto as Exhibit B, if applicable, Landlord shall not be obligated to
provide or pay for any improvement work or services related to the improvement of the Premises.
Tenant also acknowledges that Landlord has made no representation or warranty (express or implied)
regarding (i) the condition of the Premises or the Real Property except as specifically set forth
in this Lease and the Tenant Work Letter, if applicable or (ii) the suitability or fitness of the
Premises or the Real Property for the conduct of Tenant’s business. The preceding sentence
notwithstanding, Landlord hereby represents that the certificate of occupancy applicable to the
Premises permits general office use. Any existing leasehold improvements in the Premises as of the
date of this Lease, together with the Improvements (as defined in the Tenant Work Letter) to be
constructed pursuant to the Tenant Work Letter, if any, may be collectively referred to herein as
the “Tenant Improvements.” There are currently no tenants with rights of expansion, first refusal
or similar rights encumbering the Premises which would
impact Landlord’s ability to lease the Premises to Tenant or deliver the Premises to Tenant in
accordance with the terms of this Lease.



     1.3 Verification of Rentable Square Feet of Premises and Building. For purposes of this
Lease, “rentable square feet” shall mean “rentable area” calculated pursuant to the Standard Method
for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1 — 1996 (“BOMA”). The parties hereby
stipulate to the square footage set forth in Section 6 of the Summary for the Premises and Section
9.2 for the Building.



     1.4 Must Take Space. Tenant hereby agrees to add to the Premises, approximately 12,176
additional rentable square feet of space located on the fifth (5th) floor of the
Building, as such space is further described on Exhibit “A” attached hereto (“Must Take Space”).
So long as Landlord delivers the Must Take Space in accordance with the terms of this Lease, the
effective date of Tenant’s lease of the Must Take Space shall be November 1, 2008 (“Must Take
Commencement Date”). Tenant’s lease of the Must Take Space shall be on the same terms and
conditions as affect the original Premises throughout the Lease Term, including, without
limitation, the same Base Rent (per rentable square foot) as then applies to the Premises;
provided, however, that (i) as set forth in Section 9.2 of the Summary, Tenant’s Share shall be
increased to take into account the additional number of rentable square feet of the Must Take
Space, (ii) Tenant shall be entitled to a one-time Improvement Allowance for the Must Take Space in
the amount of $25.00 per usable square foot of the Must Take Space, which allowance shall be
distributed at the same time as the Improvement Allowance for the entire Premises) and (iii) the
number of parking passes to which Tenant is entitled shall be increased in accordance with the
ratio set forth in Section 12 of the Summary. Anything herein to the contrary notwithstanding, (i)
the Lease Term for the Must Take Space and Tenant’s obligation to pay rent with respect to the Must
Take Space shall commence upon the Must Take Commencement Date and shall expire co-terminously with
the Lease Term, and (ii) Landlord shall deliver the Must Take Space to Tenant at the same time
Landlord delivers the Original Premises to Tenant and Tenant, at Tenant’s option, shall have full
use and occupancy of the Must Take Space prior to the Must Take Commencement Date. In the event
Tenant occupies the Must Take Space prior to



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the Must Take Commencement Date Tenant shall be required to make applicable payments of Additional
Rent. The Options to extend set forth in Section 2.3 below shall apply to the Must Take Space and
the original Premises as a single space (i.e., Tenant may elect to extend the Term as to both the
original Premises and the Must Take Space and not as to either space independently).




     1.5 Right of First Refusal. Landlord hereby grants to the original Tenant named in
this Lease (the “Original Tenant”), during the Lease Term, a continuing right of first refusal with
respect to the any and all space located on the second (2nd), third (3rd) and
sixth (6th) floors of the Building and made a part hereof (collectively, the “First
Refusal Space”). Notwithstanding the foregoing, (i) such first refusal right shall commence only
following the expiration or earlier termination of any existing lease pertaining to the First
Refusal Space (the “Superior Leases”) and (ii) such first refusal right shall be subordinate and
secondary to all rights of expansion, first refusal, first offer or similar rights granted to the
tenant(s) of the Superior Leases or any other leases in existence as of the date of this Lease (the
rights described in items (i) and (ii), above to be known collectively, for purposes of this
Section 1.5 only, as “Superior Rights”). Tenant’s right of first refusal shall be on the terms and
conditions set forth in this Section 1.5.



          1.5.1 Procedure. Landlord shall notify Tenant in writing (the “First Refusal Notice”)
from time to time when Landlord receives a proposal that Landlord would consider for all or any
portion of the First Refusal Space, where the holder of a Superior Right for that particular space
does not desire to lease such space. The First Refusal Notice shall describe the space which is the
subject of the proposal (which may include space outside of the First Refusal Space) and shall set
forth the terms and conditions (including the proposed lease term) set forth in the proposal
(collectively, the “Terms”); provided, however, that in the event the First Refusal Notice for any
particular First Refusal Space is delivered in the first eighteen (18) months of the Lease term,
the terms and conditions applicable to the First Refusal Space shall be the same as the terms and
conditions applicable to the initial Premises (on a per square foot basis). Notwithstanding the
foregoing, Landlord’s obligation to deliver the First Refusal Notice shall not apply during the
last six (6) months of the Lease Term unless Tenant has delivered an Interest Notice pursuant to
Section 2.3.2 of this Lease, nor during the period following Landlord’s delivery of the Option Rent
Notice to Tenant pursuant to Section 2.3.2 unless and until Tenant has delivered to Landlord the
Option Notice pursuant to Section 2.3 of this Lease.




          1.5.2 Procedure for Acceptance. If Tenant wishes to exercise Tenant’s right of first
refusal with respect to the space described in the First Refusal Notice, then within ten (10)
business days after receipt of the First Refusal Notice by Tenant (the “Election Date”), Tenant
shall deliver written notice to Landlord
(“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire
space described in the First Refusal Notice upon the Terms set forth in the First Refusal Notice or
(ii) refuse to lease such space identified in the First Refusal Notice, in
which event Landlord may lease such space to any person or entity during the six (6) month period
after the Election Date on any terms Landlord desires (provided that if the Net Effective Rent (as
defined below) is changed so as to make it more than five percent (5%) more favorable to the third
party than the original Terms or if a material change is made to the non-economic Terms set forth
in the First Refusal Notice (e.g., the deal is restructured to be a 5 year deal instead of 3
years), Landlord must again deliver a First Refusal Notice (such revised notice shall be referred
to as the “Second Chance Notice”) to Tenant and Tenant shall have five (5) business days after
receipt of the Second Chance Notice to deliver an Election Notice pursuant to this Section 1.5) and
Tenant’s right of first refusal with respect to the First Refusal Space specified in Landlord’s
First Refusal Notice shall thereupon terminate and be of no further force or effect, but shall
remain in effect for all other portions of the First Refusal Space not contained in the First
Refusal Notice. The term “Net Effective Rent” shall mean the rental rate, as adjusted to reflect
the value of any free rent, tenant improvement allowance or similar monetary concessions contained
in the First Refusal Notice. If Landlord does not receive a response from Tenant in writing to
Landlord’s First Refusal Notice by the Election Date, Tenant shall be deemed to have elected the
option described in clause (ii) above. Notwithstanding anything herein to the contrary, Tenant may
only exercise its right of first refusal with respect to all of the space described in the First
Refusal Notice, and not a portion thereof.




          1.5.3 Lease of First Refusal Space. If Tenant timely exercises Tenant’s right to lease
the First Refusal Space as set forth herein, Landlord and Tenant shall execute an amendment to this
Lease incorporating into this Lease the Terms applicable to such First Refusal Space.




          1.5.4 Termination of Right of First Refusal. The right of first refusal granted
herein shall terminate as to any particular First Refusal Notice (either all of the First Refusal
Space if included in the First Refusal Notice or the portion of the First Refusal Space included in
the First Refusal Notice, as the case may be) upon the failure by Tenant to exercise its right of
first refusal with respect to such First Refusal Space as offered by Landlord in the First Refusal
Notice but shall remain in effect for any subsequent availability of any portion of the remaining
First Refusal Space not included in the First Refusal Notice. Landlord shall not have any
obligation to deliver the First Refusal Notice if, as of the date Landlord would otherwise deliver
the First




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Refusal Notice to Tenant, Tenant is in default under the Lease after any applicable notice and cure
periods, if any portion of the Premises is subject to a sublease, if the Lease has been assigned,
or if any portion of the Premises has been recaptured pursuant to Section 14.4 of this Lease. In
addition, at Landlord’s option, if Tenant has previously delivered Tenant’s Election Notice in
accordance with Section 1.5.2 and, at any time thereafter, (i) Tenant is in default under the Lease
after the expiration of any applicable notice and cure period, (ii) more than fifty percent (50%)
of the Premises is subject to a sublease, (iii) the Lease has been assigned to a party other than
an Affiliate (as defined in Article 14), or (iv) any portion of the Premises has been recaptured
pursuant to Section 14.4 of the Lease, then Tenant shall not have the right to lease the First
Refusal Space and Landlord will be free to lease such space to third parties.




2. LEASE TERM




     2.1 Initial Term. The terms and provisions of this Lease shall be effective as of the
date of this Lease except for the provisions of this Lease relating to the payment of Rent or
maintenance of the Premises. The term of this Lease (the “Lease Term”) shall be for the period of
time set forth in Section 7.1 of the Summary and shall commence on the date (the “Lease
Commencement Date”) set forth in Section 7.2 of the Summary (subject, however, to the terms of the
Tenant Work Letter attached hereto as Exhibit “B”, if applicable), and shall terminate upon the
expiration of the Lease Term, unless this Lease is sooner terminated as hereinafter provided. For
purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period
during the Lease Term; provided, however, that if the Lease Commencement Date is not the first day
of the month, then the first Lease Year shall commence on the Lease Commencement Date and end on
the last day of the twelfth month thereafter and the second and each succeeding Lease Year shall
commence on the first day of the next calendar month; and further provided that the last Lease Year
shall end on the last day of the Lease Term (for example, if the Lease Commencement Date is April
15, the first Lease Year will be April 15 through April 30 of the following year, and each
succeeding Lease Year will be May 1 through April 30).



     2.2 Delays and Notice of Lease Term Dates. If Landlord is unable to deliver possession of
the Premises to Tenant on or before the anticipated Lease Commencement Date as set forth in Section
7.2 of the Summary, Landlord shall not be subject to any liability for its failure to do so and
such failure shall not affect the validity of this Lease nor the obligations of Tenant hereunder,
except as set forth in Section 5.2 of the Tenant Work Letter. At any time during the Lease Term,
Landlord may deliver to Tenant a notice of Lease Term dates, confirming, among other things, the
Lease Commencement Date, which notice Tenant shall execute and return to Landlord within five (5)
days of receipt thereof; if Tenant fails to execute and return such notice within such time period,
the information contained in such notice shall be deemed correct and binding upon Tenant.



     2.3 Option Term. Landlord hereby grants to Tenant, two (2) options to extend the Lease
Term for a period of five (5) years each (each, an “Option Term”), which options
shall be exercisable only by written notice delivered by Tenant to Landlord as provided in
Section 2.3.2 below. Tenant shall not have the rights contained in this Section 2.3 if, as of the
date of the Option Notice or, at Landlord’s option, at any time between the delivery of the Option
Notice and the commencement of the Option Term, Tenant is in default under this Lease after any
applicable notice and cure period, more than fifty percent (50%) of the Premises is subject to a
sublease, this Lease has been assigned to a party other than an Affiliate, or any portion of the
Premises has been recaptured pursuant to Section 14.4 below). Tenant shall have the second Option
only in the event Tenant exercises the first option in accordance with this Section 2.3.



          2.3.1 Option Rent. The Rent payable by Tenant during an Option Term (the “Option
Rent”) shall be equal to the then fair market rent for the Premises. The fair market rent shall be
the rental rate, including all escalations, at which tenants, as of the commencement of the
applicable Option Term, are leasing non-sublease, non-encumbered space comparable in size, location
and quality to the Premises (taking into account such factors as any free rent period, brokers’
commissions, tenant improvements and other concessions offered in connection with other leases) for
a term of five (5) years, which comparable space is located in other comparable office buildings in
the Las Colinas submarket of Dallas, Texas.




          2.3.2 Exercise of Option. Each option contained in this Section 2.3 shall be
exercised by Tenant, if at all, only in the following manner: (i) Tenant shall deliver written
notice (“Interest Notice”) to Landlord no sooner than twelve (12) months and no later than six (6)
months prior to the expiration of the then current Lease Term, stating that Tenant is interested in
exercising its option; (ii) Landlord, after receipt of the Interest Notice, shall deliver written
notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s determination of the Option
Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, within thirty (30) days
after Tenant’s receipt of the Option Rent Notice, exercise the option by delivering written notice
(the “Option Notice”) to Landlord and upon, and concurrent with, such exercise, Tenant may, at its
option, object to the Option Rent determined by Landlord. If Tenant exercises the option to extend
but objects to the




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Option Rent contained in the Option Rent Notice, then the Option Rent shall be determined as set
forth in Section 2.3.3 below. Failure of Tenant to deliver the Interest Notice to Landlord on or
before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the
date specified in (iii) above shall be deemed to constitute Tenant’s failure to exercise its option
to extend. If Tenant timely and properly exercises its option to extend, the Lease Term, subject to
Section 2.3.3 below, shall be extended for the Option Term upon all of the terms and conditions set
forth in this Lease, except that the Rent shall be as indicated in the Option Rent Notice or as
determined in accordance with Section 2.3.3, as applicable, and all references herein to the Lease
Term shall include the Option Term.




          2.3.3 Determination of Option Rent. In the event Tenant exercises its option to extend but
objects to Landlord’s determination of the Option Rent concurrently with its exercise of the option
to extend, Landlord and Tenant shall attempt to agree in good faith upon the Option Rent. If
Landlord and Tenant fail to reach agreement within twenty (20) days following Landlord’s receipt of
the Option Notice (the “Outside Agreement Date”), then each party shall make a separate
determination of the Option Rent, within fifteen (15) business days after the Outside Agreement
Date, concurrently exchange such determinations and such determinations shall be submitted to
arbitration in accordance with Sections 2.3.3.1 through 2.3.3.7 below.




               2.3.3.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a
real estate broker who shall have been active over the five (5) year period ending on the date of
such appointment in the leasing of comparable office properties in the Las Colinas submarket of
Dallas. The determination of the arbitrators shall be limited solely to the issue of whether
Landlord’s or Tenant’s submitted Option Rent is the closest to the actual fair market rent, as
determined by the arbitrators, taking into account the requirements of Section 2.3.1 of this Lease.
Each such arbitrator shall be appointed within twenty (20) business days after the applicable
Outside Agreement Date.



               2.3.3.2 The two (2) arbitrators so appointed shall within five (5) business days of the date
of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who
shall be qualified under the same criteria set forth hereinabove for qualification of the initial
two (2) arbitrators.



               2.3.3.3 The three (3) arbitrators shall within five (5) days of the appointment of the third
arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted
Option Rent and shall notify Landlord and Tenant thereof.



               2.3.3.4 The decision of the majority of the three (3) arbitrators shall be binding upon
Landlord and Tenant.



               2.3.3.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15)
business days after the applicable Outside Agreement Date, the
arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant
thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant.



               2.3.3.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or both
parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any
arbitrator shall be dismissed and the Option Rent to be decided shall be forthwith submitted to
arbitration under the provisions of the American Arbitration Association, but subject to the
instruction set forth in this Section 2.2.3.



               2.3.3.7 The cost of arbitration shall be paid by Landlord and Tenant
equally.



3. BASE RENT




     Tenant shall pay, without notice or demand, to Landlord or Landlord’s agent at the
management office of
the Building, or at such other place as Landlord may from time to time designate in writing,
monthly installments of base rent (“Base Rent”) as set forth in Section 8 of the Summary, in
advance on or before the first day of each and every month during the Lease Term, without any
setoff or deduction whatsoever. Notwithstanding anything to the contrary contained herein, and
provided that Tenant is not in monetary or material default beyond any applicable notice, grace or
cure period, Landlord hereby agrees to abate Tenant’s obligation to pay monthly Base Rent for the
first six (6) full months of the initial Lease Term. During such abatement periods, Tenant shall
still be responsible for the payment of all of its other monetary obligations under this Lease. In
the event of a default by Tenant under the terms of this Lease that results in early termination
pursuant to the provisions of Section 19.1 of this Lease, then as a part of the recovery set forth
in Section 20 of this Lease, Landlord shall be entitled to the recovery of the monthly Base Rent
abated under the provisions of this Article 3 pro-rated to take into account that portion of time
the Lease was in effect. The Base Rent for the first full month of the Lease Term (or if the first
full month of the Lease Term is within a free rent period, then the Base Rent for the first full
month which occurs after the expiration of any free rent period) shall



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be paid at the time of Tenant’s execution of this Lease. If any rental or other payment date
(including the Lease Commencement Date) falls on a day of the month other than the first day of
such month or if any rental or other payment is for a period which is shorter than one month, then
the rental or other payment for any such fractional month shall be a proportionate amount of a full
calendar month’s rental or other payment based on the proportion that the number of days in such
fractional month bears to the number of days in the calendar month during which such fractional
month occurs.




4. ADDITIONAL RENT




     4.1 Additional Rent. In addition to paying the Base Rent specified in Article 3 of
this Lease, Tenant shall pay as additional rent Tenant’s Share of the annual Operating Expenses,
Insurance Expenses, Utility Expenses and Tax Expenses (as such terms are all hereinafter defined)
that are in excess of the amount of Operating Expenses, Insurance Expenses, Utility Expenses and
Tax Expenses, respectively applicable to the Base Year (the “Excess”). Such additional rent,
together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this
Lease, shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and
Additional Rent are herein collectively referred to as the “Rent.” All amounts due under this
Article 4 as Additional Rent shall be payable for the same periods and in the same manner, time and
place as the Base Rent. In the event the Building is part of a multi-building project, Landlord may
allocate Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses applicable to
the project as a whole among the buildings within such project on an equitable basis, consistently
applied, as reasonably determined by Landlord. Without limitation on other obligations of Tenant
which shall survive the expiration of the Lease Term, the obligations of Tenant to pay the
Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.
Notwithstanding anything to the contrary contained herein, the aggregate Controllable Operating
Expenses, as that term is defined below, shall not increase more than five percent (5%) in any
calendar year over the maximum amount of Controllable Operating Expenses chargeable for the
immediately preceding calendar year, with no limit on the Controllable Operating Expenses during
the Base Year (i.e., the actual Controllable Operating Expenses for the Base Year shall be the
actual amount for the Base Year for purposes of this provision).



     4.2 Definitions. As used in this Article 4, the following terms shall have the
meanings hereinafter set forth:



          4.2.1 “Base Year” shall mean the year set forth in Section 9.1 of the Summary.




          4.2.2 “Calendar Year” shall mean each calendar year in which any portion of the Lease Term
falls, through and including the calendar year in which the Lease Term expires.




          4.2.3 “Expense Year” shall mean each Calendar Year, provided that Landlord, upon notice to
Tenant, may change the Expense Year from time to time to any other twelve (12) consecutive-month
period, and, in the event of any such change, Tenant’s Share of Operating Expenses, Insurance
Expenses, Utility Expenses and Tax Expenses shall be equitably adjusted for any Expense Year
involved in any such change provided any such change will not increase Tenant’s monetary
obligations under the Lease to an amount greater than what said obligation would have been but for
the change in said Expense Year.




          4.2.4 “Insurance Expenses” shall mean the cost of insurance carried by Landlord, in such
amounts and for such coverages as Landlord may reasonably determine or as may be reasonably
required by any mortgagees or the lessor of any underlying or ground lease affecting the Real
Property, including any deductibles thereunder.




          4.2.5 “Operating Expenses” shall mean all expenses, costs and amounts of every kind and nature
which Landlord incurs or which accrue during any Expense Year because of or in connection with the
ownership, management, maintenance, repair, restoration or operation of the Real Property (other
than Insurance Expenses, Tax Expenses and Utility Expenses), excluding the cost of any capital
improvements or other costs except to the extent such Capital Improvements (A) are intended as a
labor-saving device or to effect other economies in the operation or maintenance of the Real
Property and actually result in an economic savings to Landlord for the refurbishment, (B) are made
to the Real Property after the Lease Commencement Date that are required under any governmental law
or regulation or (C) are for the purpose of improvement or enhancement of security at the Real
Property; provided, however, that if any such cost described in (A), (B) or (C) above is a capital
expenditure, such cost shall be amortized (including interest on the unamortized cost) over its
useful life as shall be reasonably determined using industry standard accounting principles,
consistently applied. If the Building is not fully occupied during any portion of the Base Year or
any Expense Year, Landlord shall make a reasonably appropriate adjustment to the variable
components of Operating Expenses or Utility Expenses (as defined below) for such year, employing
sound accounting and management principles, to determine the amount of Operating Expenses or
Utility Expenses that would have been paid had the Building




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been fully occupied. “Controllable Operating Expenses” shall mean all Operating Expenses except
Tax Expenses, Utility Expenses, Insurance Expenses, or payments made to the Las Colinas
Association.




     Notwithstanding anything above to the contrary, Operating Expenses shall not include (1) the
cost of providing any service directly to and paid directly by any tenant (outside of such tenant’s
Operating Expenses payments); (2) the cost of any items for which Landlord is reimbursed by
insurance proceeds, condemnation awards, a tenant of the Building, or otherwise to the extent so
reimbursed; (3) any real estate brokerage commissions or other costs incurred in procuring tenants,
or any fee in lieu of commissions; (4) ground lease payments (if any); (5) costs of items
considered capital improvements under generally accepted accounting principles consistently applied
except as expressly included in Operating Expenses pursuant to the definition above; (6) costs
incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of
any lease of space in the Building that would not have been incurred but for such violation; (7)
Landlord’s general corporate overhead (as opposed to overhead expenses related to the Building or
Real Property); (8) any compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord (other than in the parking facility for the Building); (9) bad
debt expenses and interest, principal, points and fees on debts (except in connection with the
financing of items which may be included in Operating Expenses) or amortization on any ground
lease, mortgage or mortgages or any other debt instrument encumbering the Building (including the
Real Property on which the Building is situated); (10) marketing costs, including leasing
commissions and attorneys’ fees in connection with the negotiation and preparation of letters, deal
memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other
costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and
transactions with present or prospective tenants or other occupants of the Building; (11) costs,
including permit, license and inspection costs, incurred with respect to the installation of other
tenants’ or occupants’ improvements made for tenants or other occupants in the Building or incurred
in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants
or other occupants in the Building; (12) any costs expressly excluded from Operating Expenses
elsewhere in this Lease; (13) costs of any items (including, but not limited to, costs incurred by
Landlord for the repair of damage to the Building) to the extent Landlord receives reimbursement
from insurance proceeds or from a third party (except that any deductible amount under any
insurance policy shall be included within Operating Expenses); (14) rentals and other related
expenses for leasing an HVAC system, elevators, or other items (except when needed in connection
with normal repairs and maintenance of the Building) which if purchased, rather than rented, would
constitute a capital improvement not included in Operating Expenses pursuant to this Lease; (15)
depreciation, amortization and interest payments, except as specifically included in Operating
Expenses pursuant to the terms of this Lease and except on materials, tools, supplies and
vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might
otherwise contract for with a third party, where such depreciation, amortization and interest
payments would otherwise have been included in
the charge for such third party’s services, all as determined in accordance with generally accepted
accounting principles, consistently applied, and when depreciation or amortization is permitted or
required, the item shall be amortized over its reasonably anticipated useful life; (16) expenses in
connection with services or other benefits which are not offered to Tenant or for which Tenant is
charged for directly but which are provided to another tenant or occupant of the Building, without
charge; (17) electric power costs or other utility costs for which any tenant directly contracts
with the local public service company (but Landlord shall have the right to “gross up” as if such
space was vacant); (18) costs (including in connection therewith all attorneys’ fees and costs of
settlement, judgments and/or payments in lieu thereof) arising from claims, disputes or potential
disputes in connection with potential or actual claims, litigation or arbitrations pertaining to
another tenant of the Building; and (19) costs incurred in connection with the original
construction of the Building; (20) advertising, entertainment and promotional activities; (21)
expenses for repairs and maintenance paid for by warranties or service contracts; (22) fines,
penalties and other costs resulting from the violation by Landlord of any laws; (23) cost incurred
in connection with expanding the Building, or building additional stories on the Building or any
plaza adjacent thereto; (24) any costs associated with works of art (other than maintenance and
cleaning of such items); and (25) any fees, costs or salaries for Building Personnel to the extent
such persons are not working in connection with the Building.



          4.2.6 “Systems and Equipment” shall mean any plant, machinery, transformers, duct work, cable,
wires, and other equipment, facilities, and systems designed to supply heat, ventilation, air
conditioning and humidity or any other services or utilities, or comprising or serving as any
component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm,
security, or fire/life safety systems or equipment, or any other mechanical, electrical,
electronic, computer or other systems or equipment which serve the Real Property in whole or in
part.




          4.2.7 “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal
taxes, fees, charges or other impositions of every kind and nature, whether general, special,
ordinary or extraordinary, (including, without limitation, real estate taxes, general and special
assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including
gross receipts, transaction privilege or any




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sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal
property taxes imposed upon the fixtures, machinery, equipment, apparatus, Systems and Equipment,
appurtenances, furniture and other personal property used in connection with the Real Property),
which Landlord shall pay during any Expense Year because of or in connection with the ownership,
leasing and operation of the Real Property or Landlord’s interest therein (including, without
limitation all taxes attributable to taxable margin levied pursuant to Chapter 171 of the Texas Tax
Code or any amendment, adjustment or replacement thereof).




          4.2.8 “Utility Expenses” shall mean the cost of supplying all utilities to the Real Property
(other than utilities for which tenants of the Building are separately metered, are otherwise paid
separately by tenants of the Building or are provided exclusively to a specific tenant in the
Building), including utilities for the heating, ventilation and air conditioning system for the
Building (excluding any individual tenant’s space) and Common Areas.




          4.2.9 “Tenant’s Share” shall mean the percentage set forth in Section 9.2 of the
Summary.




     4.3 Payment of Additional Rent.



          4.3.1 Statement of Actual Expenses and Payment by Tenant. Landlord shall give to
Tenant following the end of each Expense Year, a statement (the “Statement”) which shall state the
Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses incurred or accrued for
such preceding Expense Year, and which shall indicate the amount, if any, of any Excess. Upon
receipt of the Statement for each Expense Year commencing or ending during the Lease Term, if an
Excess is present, Tenant shall pay, within thirty (30) days of receipt of the Statement (or within
thirty (30) days of receipt if the Lease Term has expired prior to Tenant’s receipt of the
Statement), the full amount of the Excess for such Expense Year, less the amounts, if any, paid
during such Expense Year as Estimated Excess. In the event an overpayment is made, such overpayment
will be credited against the next installments of Operating Expenses, Insurance Expenses, Utility
Expenses and Tax Expenses due, or in the event the Lease Term has expired, then any overpayment
will be refunded to Tenant within thirty (30) days after the issuance of the Statement. The failure
of Landlord to timely furnish the Statement or the Estimated Statement for any Expense Year shall
not prejudice Landlord from enforcing its rights under this Article 4. The provisions of this
Section 4.3.1 shall survive the expiration or earlier termination of the Lease Term. If requested
by Tenant, Landlord will provide Tenant a copy of the tax bill for any applicable Expense Year;
provided that such tax bill will be provided for informational purposes only and Tenant will not be
given any right to protest such bill.




          4.3.2 Statement of Estimated Expenses. In addition, Landlord shall give Tenant a
yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s
reasonable estimate (the “Estimate”) of what the total amount of
Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses for the then-current
Expense Year shall be and the estimated Excess (the “Estimated Excess”). If pursuant to the
Estimate Statement an Estimated Excess is calculated for the then-current Expense Year (taking into
account the cap set forth in Section 4.1), Tenant shall pay, with its next installment of Base Rent
due, a fraction of the Estimated Excess for the then-current Expense Year (reduced by any amounts
paid pursuant to the last sentence of this Section 4.3.2). Such fraction shall have as its
numerator the number of months which have elapsed in such current Expense Year to the month of such
payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate
Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent installments, an
amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous Estimate
Statement delivered by Landlord to Tenant.




          4.3.3 Audit Right. Within one hundred eighty (180) days after receipt of a Statement
by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s
employees or an independent certified public accountant (which accountant is a member of a
regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to
Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation
of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses) at Landlord’s
offices, provided that Tenant is not then in default after expiration of all applicable notice,
grace or cure periods and provided further that Tenant and such accountant or representative (if
any) shall, and each of them shall cause their respective agents and employees to, maintain all
information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing,
Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12)
month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review
Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the
right or ability to dispute the amounts set forth in such Statement. If after such inspection, but
within sixty (60) days after the Review Period, Tenant notifies Landlord in writing that Tenant
still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s
expense, by an independent certified public accountant selected by Landlord and who is a member of
a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with




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Tenant and the accountant to provide Tenant and the accountant with the information upon which the
certification is to be based. However, if such certification by the accountant proves that the
total amount of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth
in the Statement were overstated by more than three percent (3%), then the actual, documented and
reasonable cost of the accountant and such certification shall be paid for by Landlord. Promptly
following the parties receipt of such certification, the parties shall make such appropriate
payments or reimbursements, as the case may be, to each other, as are determined to be owing
pursuant to such certification. In no event shall Landlord or its property manager be required to
(i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or
schedules not already in existence, (iii) except as set forth herein, incur any costs or expenses
relative to such inspection, or (iv) perform any other tasks other than making available such
accounting records as are described in this paragraph. Landlord shall not be liable for the
payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of
this Section shall be the sole method to be used by Tenant to dispute the amount of Operating
Expenses, Insurance Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease,
and Tenant waives any other rights or remedies relating thereto.




     4.4 Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall
reimburse Landlord upon demand for any and all taxes or assessments required to be paid by Landlord
(except to the extent included in Tax Expenses by Landlord), excluding state, local and federal
personal or corporate income taxes measured by the net income of Landlord from all sources and
estate and inheritance taxes, whether or not now customary or within the contemplation of the
parties hereto, but only in the event: (i) said taxes are measured by or reasonably attributable to
the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in
the Premises; (ii) said taxes are assessed upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises
or any portion of the Real Property (including the Parking Facilities); or (iii) said taxes are
assessed upon this transaction or any document to which Tenant is a party creating or transferring
an interest or an estate in the Premises.



     4.5 Tax Protest. For property tax purposes, Tenant waives all rights to protest or
appeal the appraised value of the Premises, as well as the Parcel, and all rights to receive
notices of reappraisement as set forth in Sections 41.413 and 42.015 of the Texas Tax Code.



5. USE OF PREMISES




     5.1 Permitted Use. Tenant shall use the Premises solely for general office purposes,
call center, copying and information technology purposes (for Tenant’s own use and not as a
commercial printing operation), all consistent with the character of the Building, and Tenant shall
not use or permit the Premises to be used for any other purpose or purposes whatsoever.



     5.2 Prohibited Uses. Tenant further covenants and agrees that it shall not use, or
suffer or permit any person or persons to use, the Premises, the Parking Facilities or any other
Common Areas or any part thereof for any use or purpose contrary to the rules and regulations
reasonably established by Landlord for the Real Property (the “Rules and Regulations”), attached
hereto as Exhibit C and made a part hereof, or in violation of any federal, state or local laws, or
any recorded covenants, conditions and restrictions or ground or underlying leases affecting the
Real Property. Tenant shall not use or allow Tenant Parties (as defined in this Lease) to use any
part of the Premises or the Real Property for the storage, use, treatment, manufacture or sale of
any hazardous or toxic material.



     5.3 Compliance With Laws. Tenant shall not do anything or suffer anything to be done
in or about the Premises which will in any way conflict with any law, statute, ordinance or other
governmental rule, regulation or requirement now in force or which may hereafter be enacted or
promulgated. If such required change is a result of Tenant’s specific use of the Premises, then at
its sole cost and expense, Tenant shall promptly comply with all such governmental measures, other
than the making of structural changes or changes to the Systems and Equipment or Common Areas, such
changes will be made by Landlord at its expense, but subject to reimbursement as an Operating
Expense to the extent permitted by Article 4 (unless such changes are triggered by or due to
Alterations or Improvements made by or at the request of Tenant, in which case Tenant shall, as
Additional Rent, reimburse Landlord for the cost thereof within thirty (30) days after invoicing).
Tenant shall comply with the Rules and Regulations of the Building and such other reasonable rules
and regulations (or modifications thereto) adopted by Landlord from time to time so long as Tenant
has received written notice of same. The Rules and Regulations will be applied in an equitable
manner as determined by Landlord. Tenant shall also cause its agents, contractors, subcontractors,
employees, customers, and subtenants to comply with all rules and regulations.



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     5.4 Tenant’s Security Responsibilities. Tenant shall (1) lock the doors to the
Premises and take other reasonable steps to secure the Premises and the personal property of Tenant
and any of Tenant’s transferees, contractors or licensees in the Common Areas and parking
facilities of the Building and Real Property, from unlawful intrusion, theft, fire and other
hazards; (2) keep and maintain in good working order all security and safety devices installed in
the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms);
and (3) reasonably cooperate with Landlord and other tenants in the Building on Building safety
matters. Tenant acknowledges that (i) any security or safety measures reasonably employed by
Landlord are for the protection of Landlord’s own interests; (ii) Landlord is not a guarantor of
the security or safety of the Tenant Parties or their property; (iii) such security and safety
matters are the responsibility of Tenant and local law enforcement authorities; and (iv) in no
event shall Landlord be liable for damages, losses, claims, injury to persons or property or causes
of action arising out of any theft, burglary, trespass or other entry into the Premises or the Real
Property, except to the extent of Landlord’s gross negligence or misconduct.



6. SERVICES AND UTILITIES




     6.1 Standard Tenant Services. Landlord shall provide the following services on all days
during the Lease Term, unless otherwise stated below.



          6.1.1 Subject to all governmental rules, regulations and guidelines applicable thereto,
Landlord shall provide heating, ventilation and air conditioning (“HVAC”) when necessary for normal
comfort for normal office use in the Premises, from Monday through Friday, during the period from
7:00 a.m. to 7:00 p.m., and on Saturday during the period from 8:00 a.m. to 1:00 p.m., provided
that HVAC during such Saturday hours will be supplied only in the event Tenant notifies Landlord’s
building manager by the end of business on Friday that such HVAC service is required.
Notwithstanding the foregoing, HVAC service will not be supplied on the date of observation of New
Year’s Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day (and the
Friday following Thanksgiving Day), Christmas Day and other locally or nationally recognized
holidays (collectively, the “Holidays”).




          6.1.2 Landlord shall provide adequate electrical wiring and facilities for normal general
office use, and electricity at levels consistent with normal general office use, as determined by
Landlord (but not less than 6 watts of electrical capacity). All such electricity (including
electricity for the HVAC) shall be measured by a general meter and Tenant shall pay separately for
its pro rata portion of such metered charges, as Additional Rent, based upon Tenant’s Share.




          6.1.3 Landlord shall provide city water from the regular Building outlets for drinking,
lavatory, kitchen and toilet purposes.




          6.1.4 Landlord shall provide janitorial services five (5) days per week, except the date of
observation of the Holidays, in and about the Premises in a manner
consistent with other comparable buildings in the vicinity of the Building.




          6.1.5 Landlord shall provide nonexclusive automatic passenger elevator service at
all times.




          6.1.6 Landlord shall provide window washing services for the exterior and interior surfaces of
the Building’s perimeter windows only, at intervals which Landlord deems reasonable. Tenant shall
be responsible for the cleaning of all other glass surfaces within the Premises except the windows.




          6.1.7 Landlord shall provide nonexclusive freight elevator service (at no additional cost to
Tenant) subject to scheduling by Landlord.




          6.1.8 Tenant shall, subject to Landlord’s reasonable security requirements, Force Majeure and
de minimus interruptions, have access to the Premises twenty-four (24) hours per day, seven (7)
days per week.




     6.2 Overstandard Tenant Use. Tenant shall not, without Landlord’s prior written consent which
shall not be unreasonably withheld, delayed or conditioned, use heat-generating machines, machines
other than normal fractional horsepower office machines, or equipment or lighting other than
building standard lights in the Premises, which may affect the temperature otherwise maintained by
the air conditioning system or materially increase the electricity or water normally furnished for
the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease. If Tenant uses water
or heat or air conditioning in excess of that supplied by Landlord pursuant to Section 6.1 of this
Lease, Tenant shall pay to Landlord, upon billing, the cost of such excess consumption, the cost of
the installation, operation, and maintenance of equipment which is installed in order to supply
such excess consumption, and the cost of the increased wear and tear on existing equipment caused
by such excess consumption, and Landlord may install devices to separately meter any increased use
and in such event Tenant shall pay the increased cost directly to Landlord, on demand, including
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additional metering devices. If Tenant desires to use HVAC during hours other than those for which
Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease,
Tenant shall give Landlord such prior notice, as Landlord shall from time to time establish as
appropriate, of Tenant’s desired use and Landlord shall supply such utilities to Tenant at such
hourly cost to Tenant as Landlord shall from time to time reasonably establish, which after hours
charge is currently $55.00 per hour, based on Landlord’s out of pocket costs plus a reasonable
administrative fee not to exceed 5%. Amounts payable by Tenant to Landlord for such use of
additional utilities shall be deemed Additional Rent hereunder and shall be billed on a monthly
basis. Notwithstanding anything herein to the contrary, any HVAC or other service necessary to
accommodate a computer server room will be deemed to constitute an overstandard use and will be
subject to the provisions of this Section 6.2.




     6.3 Interruption of Use. Subject to Section 6.5 below, Tenant agrees that Landlord
shall not be liable for any damages incurred by Tenant, by abatement of Rent or otherwise, for
failure to furnish or delay in furnishing any utility or service (including telephone and
telecommunication services), or for any diminution in the quality or quantity thereof; and such
failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of
Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of
its obligations under this Lease.



     6.4 Additional Services. Landlord shall also have the exclusive right, but not the
obligation, to provide any additional services which may be required by Tenant, including, without
limitation, locksmithing, lamp replacement and additional janitorial service, provided that Tenant,
as Additional Rent, shall pay to Landlord upon billing, the sum of all costs to Landlord of such
additional services plus an administration fee and further provided that Landlord’s services are
(i) reasonably adequate for Tenant’s requirements and (ii) competitively priced.



     6.5 Abatement. An “Abatement Event” shall be defined as an event that prevents Tenant
from using the Premises or any portion thereof, as a result of any failure to provide utilities or
services to the Premises, where (i) Tenant does not actually use the Premises or such portion
thereof, and (ii) such event is caused by the negligence or willful misconduct of Landlord, its
agents, employees or contractors. Tenant shall give Landlord and any mortgagee of Landlord (of whom
Tenant is notified) notice (“Abatement Notice”) of any such Abatement Event, and if such Abatement
Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent
and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses
shall be abated entirely or reduced, as the case may be, after expiration of the Eligibility Period
for such time that Tenant continues to be so prevented from using, and does not use, the Premises
or a portion thereof, in the proportion that the rentable area of the portion of the Premises that
Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises;
provided, however, in the event that Tenant is prevented from using, and does not use, a portion of
the Premises for a period of time in excess of the Eligibility Period and if Tenant does not
conduct its
business from such remaining portion, then for such time after expiration of the Eligibility
Period during which Tenant is so prevented from effectively conducting its business therein, the
Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax
Expenses for the entire Premises shall be abated entirely for such time as Tenant continues to be
so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion
of the Premises during such period, the Base Rent and Tenant’s Share of Operating Expenses,
Insurance Expenses, Utility Expenses and/or Tax Expenses allocable to such reoccupied portion,
based on the proportion that the rentable area of such reoccupied portion of the Premises bears to
the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies
such portion of the Premises. Notwithstanding anything to the contrary contained herein, if
Landlord is diligently pursuing the repair of such utilities or services and Landlord provides
substitute services reasonably suitable for Tenant’s purposes, for example bringing in portable air
conditioning or heating equipment, then there shall be no abatement of Base Rent or Tenant’s Share
of Operating Expenses, Insurance Expenses, Utility Expenses and/or Tax Expenses. The term
“Eligibility Period” shall mean a period of five (5) consecutive days after Landlord’s and
Landlord’s mortgagee’s (if applicable), receipt of the applicable Abatement Notice (provided that
Landlord will be provided additional time as required to remedy such event so long as Landlord is
diligently attempting to remedy such Abatement Event and pursues such remedy to completion). Such
right to abate Base Rent and Tenant’s Share of Operating Expenses, Insurance Expenses, Utility
Expenses and/or Tax Expenses shall be Tenant’s sole remedy for an Abatement Event. This Section
6.5 shall not apply in case of damage to, or destruction of, the Premises or the Building, or any
eminent domain proceedings which shall be governed by separate provisions of this Lease.
Notwithstanding the foregoing, if Landlord has not cured an Abatement Event within ninety (90) days
after receipt of notice thereof from Tenant and such Abatement Event renders a material portion of
the Premises unusable, Tenant shall have the right to terminate this Lease by giving Landlord
written notice thereof (the “Termination Notice”) at any time following the end of such 90-day
period and prior to such time as Landlord has cured the Abatement Event; provided, however the
Termination Notice shall be null and void, and this Lease shall not be terminated, if Landlord
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within thirty (30) days following receipt of the Termination Notice. Further, Tenant shall not have
the right to terminate this Lease pursuant to the terms of this Section 6.5, if, as of the date of
delivery by Tenant of the Termination Notice, (A) the first trust deed holder of the Building (the
“Bank”) has recorded a notice of default on the Building or filed a notice evidencing a legal
action by the Bank against Landlord on the Building, and (B) the Bank diligently proceeds to gain
possession of the Premises and, to the extent Bank does gain possession of the Premises, the Bank
diligently proceeds to cure such Abatement Event.




     6.6 Package HVAC Units. Tenant shall be entitled to install, as an initial Tenant
Improvement or as an Alteration, dedicated heating, ventilation and air conditioning units
(“Package Units”) within the Premises at Tenant’s sole cost and expense. The plans and
specifications for any Package Units shall, as indicated in Article 8 below and the Tenant Work
Letter (as applicable), be subject to Landlord’s reasonable approval. If Tenant elects to install
Package Units within the Premises, Tenant shall also install, at Tenant’s sole cost and expense,
separate meters or at Landlord’s option, submeters, in order to measure the amount of electricity
furnished to such units and Tenant shall be responsible for Landlord’s actual cost of supplying
electricity to such units as reflected by such meters or submeters, which amounts shall be payable
on a monthly basis as Additional Rent. Tenant shall be solely responsible for maintenance and
repair of the Package Units and such units shall be considered to be a fixture within the Premises
and shall remain upon the Premises upon the expiration or earlier termination of the Lease Term or
any applicable Option Term.



7. REPAIRS




     7.1 Landlord’s Repairs. Landlord will be responsible for compliance with the
requirements of the Americans with Disabilities Act in effect as of the Lease Commencement Date in
the Common Areas of the Building and within the restrooms on the floor(s) on which the Premises are
located (even if such restrooms are within Tenant’s Premises); provided that in the event there (i)
are requirements which are triggered as a result solely of Tenant’s particular and unique use of
the Premises (as opposed to office use generally) or (ii) Alterations constructed by or on behalf
of Tenant in the Premises after the Lease Commencement Date, then (with regard solely to such
requirements listed in subsections (i) and (ii) above) the same will be Tenant’s responsibility.



     7.2 Tenant’s Repairs. Tenant shall, at Tenant’s own expense, keep the Premises,
including all improvements, fixtures and furnishings therein, in good order, repair and condition
at all times during the Lease Term; provided however, that, at Landlord’s option, or if Tenant
fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and
Tenant shall pay Landlord’s reasonable costs or expenses (including an administrative fee not to
exceed 5%) after fifteen (15) days written notice from Landlord to Tenant. Except as provided in
Section 7.3 below, Tenant hereby waives and releases its right to make repairs at Landlord’s
expense and/or terminate this Lease or vacate the Premises under any Texas law, statute, or
ordinance
now or hereafter in effect.



     7.3 Self-Help Rights. Notwithstanding any provision set forth in this Article 7 to
the contrary, if Tenant provides written notice to Landlord and any mortgagee of Landlord (of whom
Tenant is notified), of an event or circumstance which requires the action of Landlord and which if
not performed will materially and adversely prevent Tenant from operating its permitted business
from the Premises and Landlord fails to provide such action within a reasonable period of time,
given the circumstances, after the receipt of such notice (but in any event not later than thirty
(30) days after receipt of such notice, except in cases where there is an immediate threat of
material and substantial property damage or immediate threat of bodily injury, in which case such
shorter period of time as is reasonable under the circumstances, unless such repair would normally
take longer (and Landlord has commenced said repair work within said thirty (30) day period)), then
provided that Tenant’s performance of such repair or maintenance will not void any applicable
warranties covering such repair or maintenance, Tenant may proceed to take the required action upon
delivery of an additional five (5) business days notice (except in the case of an emergency in
which such additional notice will not be required) to Landlord and any mortgagee of Landlord (of
whom Tenant is notified) (which additional notice must clearly specify that Tenant is taking such
required action), and if such action was required under the terms of the Lease to be taken by
Landlord and was not taken or commenced by Landlord within such five (5) business day period, then
Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual reasonable costs in
taking such action. In the event Tenant takes such action, and such work will affect the Systems
and Equipment or the structural integrity of the Building, Tenant shall use only those contractors
used by Landlord in the Building for work on such Systems and Equipment or structural components
unless such contractors are unwilling or unable to perform, or timely perform, such work or the
fees charged by such contractors materially exceed the rates of similarly qualified contractors in
the vicinity of the Building, in which event Tenant may utilize the services of any other qualified
contractor which normally and regularly performs similar work in comparable buildings and who are
reasonably approved by Landlord in writing. Within thirty (30) days after receipt of a reasonably
particularized invoice from Tenant of its costs of taking action which Tenant claims should have
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Landlord, Landlord shall reimburse Tenant the amount set forth in such invoice. If, however,
Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s invoice, a written
objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s
reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms
of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it
contends would not have been excessive), then Tenant shall not be entitled to such reimbursement,
but as Tenant’s sole remedy, Tenant may proceed to claim a default by Landlord under this Lease.
Tenant agrees to indemnify and hold Landlord harmless from any injury, damage, claim or cause of
action which results from Tenant’s gross negligence or willful misconduct in the performance of
such repairs or maintenance.




8. ADDITIONS AND ALTERATIONS




     8.1 Landlord’s Consent to Alterations. Tenant may not make any improvements,
alterations, additions or changes to the Premises (collectively, the “Alterations”) without first
procuring the prior written consent of Landlord to such Alterations, which consent shall be
requested by Tenant not less than twenty (20) days prior to the commencement thereof, and which
consent shall not be unreasonably withheld by Landlord. The construction of the initial
improvements to the Premises, if any, shall be governed by the terms of the Tenant Work Letter
attached hereto as Exhibit “B” and not the terms of this Article 8. Notwithstanding anything to
the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the
Premises (the “Cosmetic Alterations”), without Landlord’s consent (and without incurring an
administrative fee), provided that the aggregate cost of any such alterations does not exceed
$50,000 in any twelve (12) month period, and further provided that such alterations do not (i)
require any structural or other substantial modifications to the Premises, (ii) require any changes
to, or adversely affect, the Systems and Equipment of the Building, (iii) affect the exterior
appearance of the Building or (iv) trigger any legal requirement which would require Landlord to
make any alteration or improvement to the Premises, the Building or the Real Property. Tenant shall
give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice
shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained
in this Article 8. Except as otherwise provided, the term “Alterations” shall include Cosmetic
Alterations.



     8.2 Manner of Construction. Tenant shall have obtained Landlord’s approval of all plans,
specifications, drawings, contractors and subcontractors prior to the commencement of Tenant’s
construction of the Alterations; provided, however, a contractor of Landlord’s reasonable selection
shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air
conditioning work, and, so long as such work is competitively priced, such work shall be performed
at Tenant’s cost. Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by
Landlord covering the construction of such Alterations, and such other insurance as is then
customary for similar type alterations in the area. In addition, Landlord may, in its reasonable
discretion, require Tenant to obtain a lien and completion bond or some alternate form of security
satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such
Alterations and naming Landlord as a co-obligee. Further, Tenant shall pay to Landlord or its agent
a supervision fee based on Landlord’s actual cost of supervision, not to exceed five percent (5%)
of the cost of such work (which fee shall not apply to any Cosmetic Alterations, as defined above).
The supervision fee applicable to the initial Tenant Improvements constructed in accordance with
the Tenant Work Letter will be governed by the terms of the Tenant Work Letter and not this Section
8.2. Tenant shall construct such Alterations and perform such repairs in conformance with any and
all applicable laws and pursuant to a valid building permit, issued by the appropriate governmental
authorities, in conformance with Landlord’s construction rules and regulations and in a diligent,
good and workmanlike manner. If such Alterations trigger a legal requirement upon Landlord to make
any Alterations or improvements to the Building or Common Areas, Tenant shall, as Additional Rent,
reimburse Landlord for the cost thereof within thirty (30) days following receipt of an invoice
therefor. Landlord’s approval of the plans, specifications and working drawings for Tenant’s
Alterations shall create no responsibility or liability on the part of Landlord for their
completeness, design sufficiency, or compliance with all laws, rules and regulations of
governmental agencies or authorities. Upon completion of any Alterations, Tenant agrees to cause a
Notice of Completion (or equivalent) to be posted (if applicable) and recorded in the office of the
Recorder of the County in which the Building is located in accordance with all applicable state
statutes, and Tenant shall deliver to the Building management office a reproducible copy of the “as
built” drawings of the Alterations.



     8.3 Landlord’s Property. All Alterations and fixtures which may be made, installed or
placed in or about the Premises from time to time, shall be at the sole cost of Tenant and shall be
and become the property of Landlord; however, Landlord may, by written notice to Tenant at the time
of Landlord’s consent to such Alteration or Improvements, require Tenant at Tenant’s expense to
remove any such Alterations or fixtures and/or the Improvements constructed pursuant to Exhibit B
if applicable. Any Alterations or Improvements which Landlord does not notify Tenant it must remove
at the time of Landlord’s consent to such Alterations or Improvements, shall remain on the Premises
upon the expiration or earlier termination of this Lease and shall be



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surrendered in good condition, reasonable wear and tear excepted. If Tenant fails to complete such
removal and/or to repair any damage caused by the removal of any Alterations, Improvements or
fixtures, Landlord may do so and may charge the cost thereof to Tenant. This Section 8.3 shall
survive the expiration or earlier termination of this Lease.




     8.4 Landlord’s Liability for Alterations. Landlord’s approval of an Alteration shall
not be a representation by Landlord that the Alteration complies with applicable laws or will be
adequate for Tenant’s use. Tenant acknowledges that Landlord is not an architect or engineer, and
that the Alterations will be designed and/or constructed using independent architects, engineers,
and contractors. Accordingly, Landlord does not guarantee or warrant that the applicable
construction documents will comply with laws or be free from errors or omissions, or that the
Alterations will be free from defects, and Landlord will have no liability therefor.



9. COVENANT AGAINST LIENS




     Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or
others to be placed against the Real Property, the Building or the Premises with respect to
work or services claimed to have been performed for or materials claimed to have been
furnished to Tenant or the Premises, and, in case of any such lien attaching or notice of
any lien, Tenant covenants and agrees to cause it to be promptly released and removed of
record. Notwithstanding anything to the contrary set forth in this Lease, in the event that
such lien is not released and removed within thirty (30) days after the date notice of such
lien is delivered by Landlord to Tenant, Landlord, at its sole option, may immediately take
all action necessary to release and remove such lien, without any duty to investigate the
validity thereof, and all sums, costs and expenses, including reasonable attorneys’ fees
and costs, incurred by Landlord in connection with such lien shall be deemed Additional
Rent under this Lease and shall immediately be due and payable by Tenant.



10. INDEMNITY AND INSURANCE




     10.1 Indemnification and Waiver. Subject to Section 10.6 below, Tenant shall be liable
for, and shall indemnify, defend, protect and hold Landlord and Landlord’s partners, officers,
directors, employees, agents, successors and assigns (collectively, “Landlord Indemnified Parties”)
harmless from and against, any and all claims, damages, judgments, suits, causes of action, losses,
liabilities and expenses, including reasonable attorneys’ fees and court costs (collectively,
“Indemnified Claims”), arising or resulting from (a) any negligent or willful act or omission of
Tenant or any of Tenant’s agents, employees, contractors, subtenants, assignees, invitees or
licensees in or about the Premises, the Building or the Real Property (collectively, “Tenant
Parties”); (b) any occurrence within the Premises unless solely caused by the gross negligence or
willful misconduct of Landlord;
and/or (c) any default by Tenant of any obligations on Tenant’s part to be performed under the
terms of this Lease. Tenant hereby assumes all risk of damage to property or injury to persons in
or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord unless solely caused by the gross negligence or willful misconduct of Landlord.
The provisions of this Section 10.1 shall survive the expiration or sooner termination of this
Lease with respect to any claims or liability occurring prior to such expiration or termination.



     10.2 Tenant’s Insurance. Tenant shall maintain the following coverages in the
following amounts.



          10.2.1 Commercial general liability (CGL) and, if necessary, commercial umbrella insurance,
on an occurrence basis, with a limit of not less than $3,000,000 each occurrence. If such
CGL insurance contains a general aggregate limit, it shall apply separately to this
location. CGL insurance shall be written on ISO occurrence form CG 00 01 01 96 (or a
substitute form providing equivalent coverage) and shall cover liability arising from
premises, operations, independent contractors, products-completed operations, personal
injury and advertising injury, liability assumed under an insured contract and the
performance by Tenant of the indemnity agreements set forth in Sections 10.1 and 29.2 of
this Lease. Landlord shall be included as an insured under the CGL policy, using ISO
additional insured endorsement CG 20 11 or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply as primary insurance with
respect to any other insurance or self-insurance programs afforded to Landlord. There
shall be no endorsement or modification of the CGL to make it excess over other available
insurance; alternatively, if the CGL states that it is excess or pro rata, the policy shall
be endorsed to be primary with respect to the additional insured. Tenant waives all rights
against Landlord and its agents, officers, directors and employees for recovery of damages
to the extent these damages are covered by the commercial general liability or commercial
umbrella liability insurance maintained pursuant to this agreement.




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          10.2.2 Commercial property insurance covering (i) all office furniture, trade fixtures, office
equipment, merchandise and all other items of Tenant’s property on the Premises installed by, for,
or at the expense of Tenant, and (ii) the Tenant Improvements and Alterations. Such insurance
shall cover the perils insured under the ISO special causes of loss form (CP 10 30) and shall
include coverage for vandalism and malicious mischief, terrorism coverage for both certified and
non-certified acts of terrorism, water damage, sprinkler leakage coverage, boiler and machinery
(systems breakdown) and earthquake sprinkler leakage coverage. The amount insured shall equal the
full replacement cost value new without deduction for depreciation of the covered items. Any
coinsurance requirement in the policy shall be eliminated through the attachment of an agreed
amount endorsement, the activation of an agreed value option, or as is otherwise appropriate under
the particular policy form. In no event shall Landlord be liable for any damage to or loss of
personal property sustained by Tenant, whether or not it is insured, even if such loss is caused by
the negligence of Landlord, its employees, officers, directors or agents. Landlord and Tenant
hereby waive any recovery of damages against each other (including their employees, officers,
directors, agents, or representatives) for loss or damage to the Building, tenant improvements and
betterments, fixtures, equipment, and any other personal property to the extent covered by the
commercial property insurance required above. If the commercial property insurance purchased by
Tenant as required above does not allow the insured to waive rights of recovery against others
prior to loss, Tenant shall cause them to be endorsed with a waiver of subrogation as required
above.




          10.2.3 Business income, Business interruption and extra expense insurance in such amounts as
will reimburse Tenant for direct or indirect loss of earnings attributable to all perils commonly
insured against by prudent tenants or attributable to prevention of access to the Premises or to
the Building as a result of such perils. In no event shall Landlord be liable for any business
interruption or consequential loss sustained by Tenant, whether or not it is insured, even if such
loss is caused by the negligence of Landlord, its agents, employees, directors officers or
contractors.




          10.2.4 Worker’s compensation insurance providing statutory benefits to Tenant’s employees,
employers liability insurance with limits not less than $1,000,000 each accident for bodily injury
by accident or $1,000,000 each employee for bodily injury by disease. Tenant waives all rights
against Landlord and its agents, officers, directors, and employees for recovery of damages to the
extent these damages are covered by the workers compensation and employers liability obtained by
Tenant. Tenant shall obtain an endorsement to effect this waiver.




     10.3  Form of Policies. The minimum limits of policies of insurance required of Tenant under
this Lease shall in no event limit the liability of Tenant under this Lease and Landlord makes no
representation or guaranty that the insurance required under this Lease shall be sufficient or
adequate to protect Tenant. All insurance shall (i) be issued by an insurance company having a
rating of not less than A-X in Best’s Insurance Guide or which is otherwise acceptable to Landlord
and licensed to do business in the State of Texas; and (ii) provide that said insurance shall not
be canceled or coverage changed unless thirty (30) days’ prior written notice shall have been given
to Landlord and the other additional insureds thereunder designated by Landlord. In addition, the
insurance described in Section 10.2.1 above shall (a) name Landlord, any mortgage holder and
Landlord’s property manager, as an additional insured; (b) specifically cover the liability
assumed by Tenant under this Lease including, but not limited to, Tenant’s obligations under
Section 10.1 of this Lease; (c) be primary insurance as to all claims thereunder and provide that
any insurance required by Landlord is excess and is non-contributing with any insurance requirement
of Tenant; and (d) contain a cross-liability endorsement or severability of interest clause
acceptable to Landlord. The insurance described in Section 10.2.2 shall name Landlord and any
named mortgage holder as loss-payee as to all items referred to in clause (ii) of Section 10.2.2
and the insurance described in Sections 10.2.2 and 10.2.3 shall have deductibles reasonably
acceptable to Landlord. Tenant shall deliver all policies or certificates thereof to Landlord on or
before Landlord’s delivery of the Premises to Tenant or the Lease Commencement Date, whichever
first occurs, and at least thirty (30) days before the expiration dates thereof. All certificates
shall provide that such insurance will not be cancelled (or materially changed) without at least
thirty (30) days’ prior written notice (ten (10) days for nonpayment of premiums) to Landlord. The
words “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of
any kind upon the company, its agents or representatives” shall be deleted from the certificate
form’s cancellation provision. Failure of Landlord to demand such certificate or other evidence of
full compliance with these insurance requirements or failure of Landlord to identify a deficiency
from evidence that is provided shall not be construed as a waiver of Tenant’s obligation to
maintain such insurance. In the event Tenant shall fail to procure such insurance, or to deliver
such policies or certificate, Landlord may deny Tenant the right to occupy the Premises until such
time as Tenant makes such deliveries (which denial shall have no effect upon the Lease Commencement
Date) and/or procure such policies for the account of Tenant, and the cost thereof shall be paid to
Landlord as Additional Rent within five (5) days after delivery to Tenant of the bills therefor.



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     10.4  Tenant’s Compliance with Landlord’s Fire and Casualty Insurance. Tenant shall, at
Tenant’s expense, comply with all insurance company requirements pertaining to the use of the
Premises. If Tenant’s conduct or use of the Premises causes any increase in the premium for such
insurance policies, then Tenant shall reimburse Landlord for any such increase.



     10.5  Subrogation. Landlord and Tenant agree to have their respective insurance companies
issuing property damage, worker’s compensation insurance and loss of income and extra expense
insurance waive any rights of subrogation that such companies may have against Landlord or Tenant,
as the case may be. Notwithstanding anything in this Lease to the contrary, Landlord and Tenant
hereby waive any right that either may have against the other on account of any loss or damage if
such loss or damage is insurable under the property damage or loss of income and extra expense
insurance required to be maintained hereunder (this waiver extends to deductibles under such
insurance).



     10.6  Landlord’s Indemnification of Tenant. Notwithstanding anything herein to the contrary,
except for injury or damage (i) of a type that is covered by the waivers described in Section 10.5
or (ii) arising from the negligence or willful misconduct of Tenant or any of the Tenant Parties,
Landlord shall indemnify, protect, defend and hold harmless Tenant and Tenant’s partners, officers,
directors, employees, agents, successors and assigns (collectively, “Tenant Indemnified Parties”),
from and against any Indemnified Claims (but excluding claims for consequential damages or lost
profits) that arise or result solely from (a) any occurrence in the Common Areas, but only to the
extent covered by the liability insurance maintained or required to be maintained by Landlord
pursuant to this Lease or (b) any negligent or willful misconduct of Landlord, Landlord’s agents,
employees or contractors acting within the scope of their employment.



     10.7  Landlord’s Insurance. Landlord shall, as a cost to be included in Operating Expenses,
procure and maintain during the Lease Term hereof, a special form policy or policies of insurance
covering loss or damage to the Building including vandalism coverage and malicious mischief,
sprinkler leakage, water damage and commercial general liability insurance. Such insurance shall be
in such amounts, from such companies, and on such terms and conditions as Landlord or its lender
may deem appropriate from time to time, but shall have limits not less than those required of
Tenant hereunder.



11. DAMAGE AND DESTRUCTION




     11.1  Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord of any
damage to the Premises resulting from fire or any other casualty. If the Premises or any Common
Areas of the Building serving or providing access to the Premises shall be damaged by fire or other
casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance
adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of
this Article 11, restore the base, shell and core of such Common Areas and the Premises
(collectively, the “Base, Shell and Core”) to substantially the same condition as existed prior to
the casualty, except for modifications required by law, the holder of a mortgage on the Real
Property, the lessor of a ground or underlying lease, or any other modifications to the Common
Areas deemed reasonably desirable by Landlord. Notwithstanding any other provision of this Lease,
upon the occurrence of any damage to the Premises resulting from fire or other casualty, Tenant
shall assign to Landlord all insurance proceeds payable to Tenant
as to items of property described in clause (ii) of Section 10.2.2, and Landlord shall return
the Tenant Improvements and Alterations to their original condition; provided that if the cost of
such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s
insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to
Landlord prior to Landlord’s repair of the damage. In the event any damage to the Building or
Common Area occurs as a result of the gross negligence or willful misconduct of Tenant and/or its
agents, contractors, employees and/or invitees, Tenant shall reimburse Landlord, promptly on
demand, for the costs incurred by Landlord in repairing such damage and the provisions of Section
10.5 regarding Landlord’s deductible shall not apply to such reimbursement obligation. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to
Tenant’s business resulting in any way from damage resulting from fire or other casualty or
Landlord’s repair thereof; provided however, that if such fire or other casualty shall have damaged
the Premises or Common Areas necessary to Tenant’s occupancy, there shall be a proportionate
abatement of Rent, during the time and to the extent the Premises are unfit for occupancy for the
purposes permitted under this Lease, and that portion of the Premises is not occupied by Tenant as
a result thereof.



     11.2  Landlord’s Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease,
Landlord may elect not to rebuild and/or restore the Premises and/or Building and instead terminate
this Lease by notifying Tenant in writing of such termination within forty-five (45) days after the
date Landlord learns of the necessity for repairs as the result of damage, such notice to include a
termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect
only if the Building shall be damaged by fire or other casualty or cause, whether or not the
Premises are affected, and one or more of the following conditions is



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present: (i) repairs cannot reasonably be completed within one hundred twenty (120) days after the
date Landlord learns of the necessity for repairs as the result of damage (when such repairs are
made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the
Real Property or ground or underlying lessor with respect to the Real Property shall require that
the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall
terminate the ground or underlying lease, as the case may be; (iii) the damage is not fully
covered, except for deductible amounts, by Landlord’s insurance policies; or (iv) such damage
occurs during the last twenty-four (24) months of the Lease Term. Within sixty (60) days after the
date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify
Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which
the repairs will be completed, which assessment shall be based upon the opinion of a contractor
reasonably selected by Landlord and experienced in comparable repairs of comparable office
buildings. If Landlord does not elect to terminate this Lease pursuant to Landlord’s termination
right as provided above, and the Damage Repair Estimate indicates that repairs cannot be completed
within one hundred eighty (180) days after being commenced, Tenant may elect, not later than thirty
(30) days after Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written
notice to Landlord effective as of the date specified in Tenant’s notice. In the event there is
substantial damage to the Premises during the last twelve (12) months of the Lease Term and Tenant
is unable to use the Premises as a result of such damage, Tenant shall have the right to terminate
this Lease by providing written notice to Landlord.




     11.3  Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11,
constitute an express agreement between Landlord and Tenant with respect to any and all damage to,
or destruction of, all or any part of the Premises, the Building or any other portion of the Real
Property, and any statute, regulation or case law of the State of Texas with respect to termination
rights arising from damage or destruction shall have no application to this Lease or any damage or
destruction to all or any part of the Premises, the Building or any other portion of the Real
Property.



12. NONWAIVER




     No waiver of any provision of this Lease shall be implied by any failure of Landlord to
enforce any remedy on account of the violation of such provision, even if such violation shall
continue or be repeated subsequently. Any waiver by Landlord of any provision of this Lease may
only be in writing, and no express waiver shall affect any provision other than the one specified
in such waiver and then only for the time and in the manner specifically stated in such waiver. No
receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way
alter the length of the Lease Term.



13. CONDEMNATION




     If the whole or any part of the Premises, Building or Real Property shall be taken by power of
eminent domain or condemned by any competent authority for any public or quasi-public use or
purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or
vacated by such authority in such manner as to require the use, reconstruction or remodeling of any
part of the Premises, Building or Real Property, or if Landlord shall grant a deed or other
instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option
to terminate this Lease upon
sixty (60) days’ notice, provided such notice is given no later than sixty (60) days after the
date of such taking, condemnation, reconfiguration, vacation, deed or other instrument. If more
than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access
to the Premises is substantially impaired, Tenant shall have the option to terminate this Lease
upon sixty (60) days’ notice, provided such notice is given no later than sixty (60) days after the
date of such taking. Landlord shall be entitled to receive the entire award or payment in
connection with such taking, except that Tenant shall have the right to file any separate claim
available to Tenant for any taking of Tenant’s personal property belonging to Tenant and removable
by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for goodwill
and moving expenses, so long as such claim does not diminish the award available to Landlord, its
ground lessor (if applicable) with respect to the Real Property or its mortgagee, and such claim is
payable separately to Tenant. If any part of the Premises shall be taken, and this Lease shall not
be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights
it might otherwise have pursuant to any Texas law, statute or ordinance now or hereafter in effect,
to seek termination of this Lease in the event of a taking.




14. ASSIGNMENT AND SUBLETTING




     14.1  Transfers. Tenant shall not, without the prior written consent of Landlord, which shall
not be unreasonably withheld if Landlord does not elect to proceed under Section 14.4 below, assign
or otherwise transfer this Lease or any interest hereunder, permit any assignment or other such
foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises
or any part thereof, or permit the use of



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the Premises by any persons other than Tenant and its employees (all of the foregoing are
hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer
is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant
shall desire Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which
notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which
shall not be less than twenty-five (25) days nor more than one hundred eighty (180) days after the
date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be
transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the
consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined
in Section 14.3 below, in connection with such Transfer, the name and address of the proposed
Transferee and a copy of all operative documents to be executed to evidence such Transfer or the
agreements incidental or related to such Transfer, and (iv) current financial statements of the
proposed Transferee and such other information as Landlord may reasonably require. If there are
any material changes in the terms and conditions from those specified in the Transfer Notice (i)
such that Landlord would initially have been entitled to refuse its consent to such Transfer under
this Section 14.1, or (ii) which would cause the proposed Transfer to be more favorable to the
Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit
the Transfer to Landlord for its approval and other action under this Article 14 (including
Landlord’s right of recapture, if any, under Section 14.4 of this Lease). Any Transfer made
without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no
effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether
or not Landlord shall grant consent, Tenant shall pay Landlord’s review and processing fees, as
well as any reasonable legal fees incurred by Landlord, within thirty (30) days after written
request by Landlord. Such fees shall not be greater than $1,500.00 per request for Landlord
consent. Notwithstanding any contrary provision of this Lease, if Tenant or any proposed Transferee
claims that Landlord has unreasonably withheld or delayed its consent to a proposed Transfer or
otherwise has breached its obligations under this Article 14, Tenant’s and such Transferee’s only
remedy shall be to seek a declaratory judgment and/or injunctive relief, and Tenant, on behalf of
itself and, to the extent permitted by law, such proposed Transferee waives all other remedies
against Landlord, including without limitation, the right to seek monetary damages or to terminate
this Lease.




     14.2  Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any proposed
Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The
parties hereby agree that it shall be reasonable under this Lease and under any applicable law for
Landlord to withhold consent to any proposed Transfer where one or more of the following apply,
without limitation as to other reasonable grounds for withholding consent: (i) the Transferee is of
a character or reputation or engaged in a business which is not consistent with the quality of the
Building; (ii) the Transferee intends to use the Subject Space for purposes which are not permitted
under this Lease; (iii) the Transferee is either a governmental agency or instrumentality thereof;
(iv) the Transfer will result in more than a reasonable and safe number of occupants per floor
within the Subject Space; (v) the Transferee is not a party of reasonable financial worth and/or
financial stability in light of the responsibilities involved under the Lease on
the date consent is requested; (vi) the proposed Transfer would cause Landlord to be in
violation of another lease or agreement to which Landlord is a party, or would give an occupant of
the Building a right to cancel its lease; (vii) either the proposed Transferee, or any person or
entity which directly or indirectly, controls, is controlled by, or is under common control with,
the proposed Transferee, (A) occupies space in the Building at the time of the request for consent,
(B) is negotiating with Landlord to lease space in the Building at such time, or (C) has negotiated
with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; (viii)
in the case of a proposed sublease by Tenant, the rent to be paid Tenant by the proposed Transferee
is less than the prevailing fair market rent (as determined by Landlord) for the Subject Space on a
non-sublease basis; or (ix) Landlord has not received assurances acceptable to Landlord that all
past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the part of
Tenant, if any, will be cured prior to the effective date of the proposed Transfer.



     14.3  Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord within
thirty (30) days of Tenant’s receipt from Transferee, fifty percent (50%) of any “Transfer
Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee.
"Transfer Premium” shall mean all rent, additional rent or other consideration payable by such
Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per
rentable square foot basis if less than all of the Premises is transferred, after deducting the
reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the
Premises in connection with the Transfer, (ii) any brokerage commissions in connection with the
Transfer (collectively, the “Subleasing Costs”), and (iii) legal fees and other fees paid in
connection thereto. “Transfer Premium” shall also include, but not be limited to any payment in
excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures,
inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such
Transfer. Landlord or its authorized representatives shall have the right at all reasonable times
to audit the books, records and papers of Tenant relating to any



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Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any
Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the
deficiency and Landlord’s costs of such audit (if such understatement is greater than three percent
(3%)).




     14.4  Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained
in this Article 14, Landlord shall have the option, by giving written notice to Tenant within
twenty-five (25) days after receipt of any Transfer Notice, to recapture the Subject Space from
Tenant. Such recapture notice shall cancel and terminate this Lease with respect to the Subject
Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer.
In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than
the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of
rentable square feet retained by Tenant in proportion to the number of rentable square feet
contained in the Premises, and this Lease as so amended shall continue thereafter in full force and
effect, and upon request of either party, the parties shall execute written confirmation of the
same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space
under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant
shall be entitled to proceed to transfer the Subject Space to the proposed Transferee.



     14.5  Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions of
this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not
be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall
deliver to Landlord, promptly after execution, an original executed copy of all documentation
pertaining to the Transfer in form reasonably acceptable to Landlord, and (iv) no Transfer relating
to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s
consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease.



     14.6  Additional Transfers. For purposes of this Lease, the term “Transfer” shall also include
a change in the ownership of twenty-five percent (25%) or more of the ownership interests of Tenant
or of any entity controlling Tenant (a “Parent Entity”) within a twelve (12)-month period, unless
Tenant or such Parent Entity is a publicly-held company whose stock trades on a
nationally-recognized exchange. For purposes of this Section “controlling” shall mean the ability,
directly or indirectly, to direct or cause the direction of the management of Tenant, whether
through ownership of an equity interest, by contract, or otherwise.



     14.7  Affiliate Transfers. Notwithstanding anything to the contrary contained in this Article
14, an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant
(“Affiliate”) is hereby defined as an entity which is controlled by, controls, or is under common
control with, Tenant, or that becomes a parent, successor or affiliate of Tenant, or is a successor
of Tenant by reason of merger, consolidation, public offering, reorganization, dissolution, or sale
of stock, membership or partnership interests or assets) shall not be deemed a transfer under this
Article 14 and Landlord’s consent shall not be required, nor shall the provisions of Section 14.3
apply, provided that (i) Tenant notifies Landlord of any such assignment or sublease prior to the
effective date thereof and promptly supplies Landlord with any documents or information reasonably
requested by Landlord regarding such assignment or sublease to such Affiliate (including,
in the event of an assignment, evidence of the assignee’s assumption of Tenant’s obligations
under this Lease or, in the event of a sublease, evidence of the sublessee’s assumption, in full,
of the obligations of Tenant with respect to the portion of the Premises so subleased, other than
the payment of rent), (ii) such assignment or sublease is not a subterfuge by Tenant solely to
avoid its obligations under this Lease, (iii) such assignment or sublease does not cause Landlord
to be in default under any existing lease at the Building, and (iv) the net worth of such Affiliate
is not less than reasonably required to fulfill the terms of this Lease as determined by Landlord
exercising its commercially reasonable business judgment. An assignee of Tenant’s entire interest
in this Lease pursuant to the immediately preceding sentence may be referred to herein as an
“Affiliated Assignee.” “Control,” as used in this Article 14 shall mean the ownership, directly or
indirectly, of greater than fifty-one percent (51%) of the voting securities of, or possession of
the right to vote, in the ordinary direction of its affairs, of greater than fifty-one percent
(51%) of the voting interest in, an entity. Nothing contained in this Section 14.7 shall be deemed
to release Tenant from its obligations under this Lease.




15. SURRENDER OF PREMISES AND REMOVAL OF TENANT’S PROPERTY




     No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term
shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such
intent is specifically acknowledged in a writing signed by Landlord. Upon the expiration of the
Lease Term, or upon any earlier termination of this Lease, Tenant shall quit and surrender
possession of the Premises to Landlord in as good order and condition as when Tenant took
possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and
repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such
expiration or termination, Tenant shall remove from the Premises all debris and rubbish,



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such items of furniture, equipment, and other articles of personal property owned by Tenant and any
property Landlord requires Tenant to remove pursuant to Section 8.3. Tenant shall be required to
remove the existing telephone and data cabling in the Premises prior to the installation of
Tenant’s cabling in the Premises; provided that upon the expiration or earlier termination of this
Lease, Tenant will not be required to remove the cabling installed by or upon the request of Tenant
in the Premises, provided that Tenant shall leave such cabling in a manner which complies with any
applicable laws or fire codes. Tenant shall repair at its own expense all damage to the Premises
and Building resulting from such removal. To the fullest extent permitted by applicable law, any
unused portion of Tenant’s Security Deposit may be applied to offset Landlord’s costs set forth in
the preceding sentence. In addition, if Tenant fails to remove Tenant’s personal property from the
Premises upon the expiration of the Lease Term or within 30 days after written notice if the Lease
is otherwise terminated early, Landlord may (but shall not be obligated to) deem all or any part of
Tenant’s personal property to be abandoned, and title to Tenant’s personal property (except with
respect to any Hazardous Material (defined in Paragraph 29)) shall be deemed to be immediately
vested in Landlord with no obligation on the part of Landlord to compensate Tenant for such
property.




16. HOLDING OVER




     If Tenant holds over after the expiration of the Lease Term hereof, with or without the
consent of Landlord, such tenancy shall be from month-to-month only, and Base Rent shall be payable
at a monthly rate equal to 150% of the Base Rent and Tenant’s Share of Operating Expenses due for
the period immediately preceding the holdover. Provided, however, that in the event Landlord
notifies Tenant that they have a bona fide third party tenant with whom a lease has been executed,
then thirty (30) days after such notice, the holdover percentage set forth above shall be increased
to 200%. Such month-to-month tenancy shall be subject to every other term, covenant and agreement
contained herein. Such holdover shall not constitute a renewal or extension of the Lease Term and
Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to
Landlord as provided in this Lease upon the expiration or other termination of this Lease. The
provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other
rights or remedies of Landlord provided herein or at law.



17. ESTOPPEL CERTIFICATES




     Within ten (10) business days following a request in writing by either party, the other party
shall execute and deliver to the requesting party an estoppel certificate, in such form as may be
reasonably required by such party or any prospective mortgagee or purchaser of the Real Property,
indicating therein any exceptions thereto that may exist at that time, and shall also contain any
other information reasonably requested.



18. SUBORDINATION




     Landlord agrees to provide Tenant with a subordination, non-disturbance and attornment
agreement from the current lender on the Building in the form attached hereto as Exhibit “D.” This
Lease is further subject and subordinate to all present and future ground or underlying leases of
the Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force
against the Real Property and the Building, if any, and to all renewals, extensions, modifications,
consolidations and replacements thereof, and to
all advances made or hereafter to be made upon the security of such mortgages or trust deeds,
unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or
underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and
agrees to attorn, without any deductions or set-offs whatsoever, to the lender or holder of any
mortgage or trust deed upon any foreclosure, to the purchaser upon any foreclosure sale, or to the
lessor of a ground or underlying lease upon the termination thereof, as the case may be, if so
requested to do so by such lender, purchaser or lessor, and to recognize such lender, purchaser or
lessor as the lessor under this Lease; provided that the foregoing is expressly conditioned upon
such lender or successor agreeing not to disturb Tenant’s right to possession under this Lease so
long as Tenant is not in default. Tenant shall, within ten (10) business days of request by
Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary
to evidence or confirm such attornment and/or the subordination or superiority of this Lease to any
such mortgages, trust deeds, ground leases or underlying leases.



19. DEFAULTS; REMEDIES




     19.1  Tenant Default. The occurrence of any of the following shall constitute a default of this
Lease by Tenant:



          19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under
this Lease, or any part thereof, after five (5) days’ written notice to Tenant; or




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          19.1.2 Any failure by Tenant (other than a failure pursuant to Section 19.1.1 or 19.1.4) to
observe or perform any other provision, covenant or condition of this Lease to be observed or
performed by Tenant where such failure continues for thirty (30) days after written notice thereof
from Landlord to Tenant; provided however, that if the nature of such default is such that the same
cannot reasonably be cured within a thirty (30)-day period, Tenant shall not be deemed to be in
default if it diligently commences such cure within such period and thereafter diligently proceeds
to rectify and cure said default as soon as possible; or




          19.1.3 The entry of an order for relief with respect to Tenant or any guarantor of this Lease
under any chapter of the Federal Bankruptcy Code, the dissolution or liquidation of Tenant or any
guarantor of this Lease, the insolvency of Tenant or any guarantor of this Lease or the inability
of Tenant or any guarantor of this Lease to pay its debts when due, or the appointment of a trustee
or receiver to take possession of all or substantially all of Tenant’s or any guarantor’s assets or
Tenant’s interest under this Lease that is not discharged within thirty (30) days; or




          19.1.4 The failure of Tenant to execute any documents referenced in Article 17 or 18 within
the time periods set forth in those Articles.




     Any notice required under this Section 19.1 shall be in lieu of, and not in addition to, any
notice required under current or future Texas statutes.



     19.2  Landlord Default. Landlord shall not be in default in the performance of any obligation
required to be performed by Landlord under this Lease unless Landlord has failed to perform such
obligation within thirty (30) days after the receipt of written notice to Landlord (and any
mortgagee of whom Tenant has been notified) from Tenant specifying in detail Landlord’s failure to
perform; provided however, that if the nature of Landlord’s obligation is such that more than
thirty (30) days are required for its performance, then Landlord shall not be deemed in default if
it commences such performance within such thirty (30) day period and thereafter diligently pursues
the same to completion. Tenant agrees that, prior to commencing a legal action against Landlord for
failure to cure such default as provided in the preceding sentence, any mortgagee which received
notice of such default shall have an additional thirty (30) days to cure such default (unless such
cure would take longer and such mortgagee has commenced such cure within said thirty (30) day
period). Upon any such uncured default by Landlord and any mortgagee which received notice of such
default, Tenant may exercise any of its rights provided in law or at equity; provided, however: (a)
Tenant shall have no right to offset or abate rent in the event of any default by Landlord under
this Lease, except to the extent offset rights are specifically provided to Tenant in this Lease;
(b) Tenant shall have no right to terminate this Lease; (c) Tenant’s rights and remedies hereunder
shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or
remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d)
Landlord will not be liable for any consequential damages.



20. LANDLORD REMEDIES




     20.1  Landlord’s Remedies. Upon any default, Landlord shall have the right without notice or
demand (except as provided in Article 19) to pursue any of its rights and remedies at law or in
equity, including, without limitation, any one or more of the following remedies:



          20.1.1 Without terminating this Lease, re-enter and take possession of the
Premises;




          20.1.2 Without terminating this Lease, Landlord may relet the Premises as Landlord may see fit
without thereby voiding or terminating this Lease, and for the purposes of such reletting, Landlord
is authorized, at Tenant’s expense, to make such repairs, redecorating, refurbishments or
improvements to the Premises as may be necessary in the reasonable opinion of Landlord;




          20.1.3 Terminate this Lease;




          20.1.4 Remove and store, at Tenant’s expense, all the property in the Premises using such
lawful force as may be necessary;




          20.1.5 Cure such event of default for Tenant at Tenant’s expense (plus a 5%
administrative fee);




          20.1.6 Withhold or suspend payment of sums Landlord would otherwise be obligated to pay to
Tenant under this Lease or any other agreement;




          20.1.7 Require all future payments to be made by cashier’s check, money order, or wire
transfer after the first time any check is returned for insufficient funds, or the third time any
sum due hereunder is more than five days late;




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          20.1.8 Apply any Security Deposit as permitted under this Lease; and/or




          20.1.9 Recover such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable Law.




          20.1.10 Landlord may, in addition to all other rights and remedies afforded Landlord hereunder
or by law or equity, without notice, alter locks or other security devices at the Premises to
deprive Tenant of access thereto, and Landlord shall not be required to provide a new key or right
of access to Tenant.




          20.1.11 The provisions hereof shall override and control any conflicting provisions of Section
93.002 of the Texas Property Code 

(as amended).]




     20.2  Measure of Damages.



          20.2.1  Calculation. If Landlord either terminates this Lease or terminates Tenant’s right to
possession of the Premises, Tenant shall immediately surrender and vacate the Premises and pay
Landlord on demand: (a) all Rent accrued through the end of the month in which the termination
becomes effective; (b) interest on all unpaid Rent from the date due at a rate equal to the lesser
of 18% per annum or the highest interest rate permitted by applicable law; (c) all expenses
reasonably incurred by Landlord in enforcing its rights and remedies under this Lease, including
all reasonable legal expenses; (d) Costs of Reletting (defined below); and (e) all Landlord’s
Rental Damages (defined below). In the event that Landlord relets the Premises for an amount
greater than the Rent due during the Term, Tenant shall not receive a credit for any such excess.




          20.2.2  Definitions. “Costs of Reletting” shall include commercially reasonable costs, losses
and expenses incurred by Landlord in reletting all or any portion of the Premises including,
without limitation, the cost of removing and storing Tenant’s furniture, trade fixtures, equipment,
inventory, or other property and repairing the Premises, removing and/or replacing Tenant’s signage
and other fixtures, making the Premises ready for a new tenant, including the reasonable cost of
advertising, commissions, architectural fees, legal fees, and leasehold improvements, and any
reasonable allowances and/or concessions provided by Landlord. “Landlord’s Rental Damages” shall
mean the total Rent which Landlord would have received under this Lease (had Tenant made all such
Lease payments as required) for the remainder of the Term minus the amount of such rental loss that
would be reasonably avoided pursuant to Section 20.4. below, or, if the Premises are relet, the
actual rental value of such replacement lease (provided that if the rent to be received under such
replacement lease exceeds the rent that would have been due under this Lease, Tenant will not be
given a credit for any such increase in rent), both discounted to present value at the Prime Rate
(defined below) in effect upon the date of determination. For purposes hereof, the “Prime Rate”
shall be the per annum interest rate publicly announced by a federally insured bank selected by
Landlord in the state in which the Building is located as such bank’s prime or base rate.




     20.3  Tenant Not Relieved from Liabilities. Unless expressly provided in this Lease, the
repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its
liabilities and obligations under this Lease. In addition, Tenant shall not be relieved of its
liabilities under this Lease, nor be entitled to any damages hereunder, based upon minor or
immaterial errors in the exercise of Landlord’s remedies. No right or remedy of Landlord shall be
exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition
to any other right and remedy now or
subsequently available to Landlord at law or in equity. If Tenant fails to pay any amount when
due hereunder (after the expiration of any applicable cure period), Landlord shall be entitled to
receive interest on any unpaid item of Rent from the date initially due (without regard to any
applicable grace period) at a rate equal to the rate set forth in Article 25 below. However, in no
event shall the charges permitted under this Section 20.3 or elsewhere in this Lease, to the extent
they are considered interest under applicable law, exceed the maximum lawful rate of interest. If
any payment by Tenant of an amount deemed to be interest results in Tenant having paid any interest
in excess of that permitted by law, then it is the express intent of Landlord and Tenant that all
the excess amounts collected by Landlord be credited against the other amounts owing by Tenant
under this Lease. Receipt by Landlord of Tenant’s keys to the Premises shall not constitute an
acceptance or surrender of the Premises. Notwithstanding any other provision of this Lease to the
contrary, Tenant shall hold the Landlord Indemnified Parties harmless from and indemnify and defend
such parties against, all claims that arise out of or in connection with a breach of this Lease,
specifically including any violation of applicable laws or Contamination (defined in Article 29)
caused by Tenant.



     20.4  Mitigation of Damages. Upon termination of Tenant’s right to possess the Premises,
Landlord shall use commercially reasonable efforts to mitigate damages by reletting the Premises.
Landlord shall not be deemed to have failed to do so if Landlord refuses to lease the Premises to a
prospective new tenant with respect to whom Landlord would be entitled to withhold its consent
pursuant to Article 14, or who (1) is an Affiliate,



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parent, or subsidiary of Tenant; (2) is not reasonably acceptable to any Mortgagee of Landlord; or
(3) is unwilling to accept commercially reasonable lease terms then proposed by Landlord,
including: (a) leasing for a shorter term than remains under this Lease; (b) re-configuring or
combining the Premises with other space, (c) taking all or only a part of the Premises; and/or (d)
substantially changing the use of the Premises. Notwithstanding Landlord’s duty to mitigate its
damages as provided herein, Landlord shall not be obligated (i) to give any priority to reletting
Tenant’s space in connection with its leasing of space in the Building or any complex of which the
Building is a part, or (ii) to accept below market rental rates for the Premises or any rate that
would negatively impact the market rates for the Building. Listing the Premises with a broker in a
manner consistent with the foregoing shall constitute prima facie evidence of reasonable efforts on
the part of Landlord to relet the Premises.]




     20.5  Intentionally Omitted.



     20.6  Waiver of Default. No waiver by Landlord or Tenant of any violation or breach of any of
the terms, provisions and covenants herein contained shall be deemed or construed to constitute a
waiver of any other or later violation or breach of the same or any other of the terms, provisions,
and covenants herein contained. Forbearance by Landlord in enforcement of one or more of the
remedies herein provided upon an event of default shall not be deemed or construed to constitute a
waiver of such default. The acceptance of any Rent hereunder by Landlord following the occurrence
of any default, whether or not known to Landlord, shall not be deemed a waiver of any such default,
except only a default in the payment of the Rent so accepted.



21. COVENANT OF QUIET ENJOYMENT




     Landlord covenants that Tenant, on paying the Rent, charges for services and other payments
herein reserved and on keeping, observing and performing all the other terms, covenants,
conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed
and performed, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the
Premises subject to the terms, covenants, conditions, provisions and agreements hereof without
interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in
lieu of any other covenant express or implied.



22. SECURITY DEPOSIT




     Concurrent with Tenant’s execution of this Lease, Tenant shall deposit with Landlord a
security deposit (the “Security Deposit”) in the amount set forth in Section 11 of the Summary. The
Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of
all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during
the Lease Term. If Tenant defaults with respect to any provisions of this Lease beyond any
applicable notice, grace or cure period, Landlord may use, apply or retain all or any part of the
Security Deposit for the payment of any Rent or any other sum in default, to cure Tenant’s default
hereunder, or to compensate Landlord for any other loss or damage that Landlord may suffer by
reason of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant
shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so
shall be a default under this Lease. Landlord shall return the Security Deposit (less any portion
thereof used, applied or retained by Landlord as permitted
herein) to Tenant within sixty (60) days a reasonable time period following the expiration of
the Lease Term. Tenant shall not be entitled to any interest on the Security Deposit. Tenant hereby
waives the provisions of Sections 93.005 and 93.006 Texas Property Code and all other provisions of
law, now or hereafter in force, which provide that Landlord may claim from a security deposit only
those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused
by Tenant or to clean the Premises.



23. INTENTIONALLY OMITTED




24. SIGNS




     24.1  Premises Identification and Building Directory Signage. Tenant shall be entitled, at
Landlord’s sole cost and expense, to (i) Building-standard identification signage outside of
Tenant’s Premises on the floor on which Tenant’s Premises are located, and (ii) to one (1) line on
the Building directory to display Tenant’s name and location in the Building. The location,
quality, design, style, and size of such signage shall be consistent with the Landlord’s Building
standard signage program and will comply with all applicable governmental requirements, codes or
ordinances (including the receipt of any necessary permits). Any change in Tenant’s signage shall
be at Tenant’s sole cost and expense.



     24.2  Prohibited Signage and Other Items. Any other signs, notices, logos, pictures, names or
advertisements which are installed in the Common Areas or on the exterior of the Building or are
visible from



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outside the Premises and that have not been individually approved by Landlord may be removed
without notice by Landlord at the sole expense of Tenant.




     24.3  Exterior Signage. Subject to this Section 24.3, Tenant shall be entitled to install, at
its sole cost and expense, a strip on the Building’s existing Multi Tenant monument sign
(“Signage”), which shall be the top position on such sign. The graphics, materials, size, color,
design, lettering, lighting (if any), specifications and exact location of the Signage
(collectively, the “Signage Specifications”) shall be subject to the prior written approval of
Landlord, which approval shall not be unreasonably withheld and of the Las Colinas Association. In
addition, the Signage and all Signage Specifications therefore shall be subject to Tenant’s receipt
of all required governmental permits and approvals, and shall be subject to any covenants,
conditions and restrictions affecting the Building. In the event Tenant does not receive the
necessary permits and approvals for the Signage, Tenant’s and Landlord’s rights and obligations
under the remaining provisions of this Lease shall not be affected. The cost of installation of
the Signage, as well as all costs of design and construction of such Signage and all other costs
associated with such Signage, including, without limitation, permits, maintenance and repair, shall
be the sole responsibility of Tenant. The rights to the Signage and Exterior Signage shall be
personal to the originally named Tenant and may not be transferred. Should the Signage require
maintenance or repairs as determined in Landlord’s reasonable judgment, Landlord shall have the
right to provide written notice thereof to Tenant and Tenant shall cause such repairs and/or
maintenance to be performed within thirty (30) days after receipt of such notice from Landlord at
Tenant’s sole cost and expense. Should Tenant fail to perform such maintenance and repairs within
the period described in the immediately preceding sentence, Landlord shall have the right to cause
such work to be performed and to charge Tenant, as Additional Rent, for the cost of such work. Upon
the expiration or earlier termination of this Lease, Tenant shall, at Tenant’s sole cost and
expense, cause the Signage to be removed from the Building’s monument sign (or the Building, as
applicable) and shall cause the monument sign (or the Building, as applicable) to be restored to
the condition existing prior to the placement of such Signage reasonable wear and tear accepted. If
Tenant fails to remove such Signage and to restore the monument sign (or the Building) as provided
in the immediately preceding sentence within thirty (30) days following the expiration or earlier
termination of this Lease (or the loss of Tenant’s Exterior Signage right as provided below), then
Landlord may perform such work, and all costs and expenses incurred by Landlord in so performing
such work shall be reimbursed by Tenant to Landlord within ten (10) days after Tenant’s receipt of
invoice therefore. The immediately preceding sentence shall survive the expiration or earlier
termination of this Lease.



     Should the name of the original Tenant change, then the Signage may be modified at Tenant’s
sole cost and expense to reflect the new name, but only if the new name does not (i) relate to an
entity that is of a character, reputation, or associated with a political orientation or a faction,
that is inconsistent with the quality of the Building or would otherwise reasonably offend a
institutional landlord of a project comparable to the Building, taking into consideration the level
and visibility of such signage or (ii) cause Landlord to be in default under any lease or license
with another tenant of the Building.



     In the event that at any time during the Lease Term Tenant leases fifty percent (50%) of all
leasable space in the Building, Tenant shall have the right to place a sign on
the second floor spandrel on the exterior of the Building (“Exterior Signage”), the exact location
of which will be subject to Landlord’s reasonable approval, and which Exterior Signage will be
subject to all of the terms and conditions of this Section 24.3 above. If at any time Tenant fails
to lease fifty percent (50%) of the Building, or is in default under this Lease after the
expiration of applicable notice and cure periods, Tenant’s right to the Exterior Signage will
terminate and Tenant will remove such Exterior Signage and repair the Building in accordance with
the terms of this Section 24.3 above, or Landlord may remove and repair the same and charge Tenant
the reasonable cost thereof as Additional Rent.




25. LATE CHARGES




     If any installment of Rent or any other sum due from Tenant shall not be received by Landlord
or Landlord’s designee when said amount is due, then (i) Tenant shall pay to Landlord a late charge
equal to six percent (6%) of the amount due (but in no event shall such charge be in excess of the
maximum amount permitted by applicable law) plus any attorneys’ fees incurred by Landlord by reason
of Tenant’s failure to pay Rent and/or other charges when due hereunder, and (ii) such unpaid
amounts shall thereafter bear interest until paid at a rate equal to the prime rate established
from time to time by the largest federally chartered banking institution in the State where the
Building is located plus five percent (5%) per annum, provided that in no case shall such rate be
higher than the highest rate permitted by applicable law. The late charge and interest shall be
deemed Additional Rent and the right to require it shall be in addition to all of Landlord’s other
rights and remedies hereunder or at law and shall not be construed as liquidated damages or as
limiting Landlord’s remedies in any manner.



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26. LANDLORD’S RIGHT TO CURE DEFAULT




     All covenants and agreements to be kept or performed by Tenant under this Lease shall be
performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent. If Tenant
shall fail to perform any of its obligations under this Lease, within a reasonable time after such
performance is required by the terms of this Lease, Landlord may, but shall not be obligated to,
after reasonable prior notice to Tenant, make any such payment or perform any such act on Tenant’s
part without waiving its right based upon any default of Tenant and without releasing Tenant from
any obligations hereunder, in which event Tenant shall reimburse Landlord, upon demand, for the
sums reasonably incurred by Landlord in connection therewith. Tenant’s reimbursement obligations
under this Article 26 shall survive the expiration or sooner termination of the Lease Term.



27. ENTRY BY LANDLORD




     Landlord reserves the right upon twenty-four (24) hours prior notice to Tenant (except that no
notice shall be required in the case of an emergency or regularly scheduled service (such as
janitorial)) to enter the Premises to (i) inspect them; (ii) show the Premises to prospective
purchasers, mortgagees or tenants, or to the ground or underlying lessors; (iii) post or serve
notices of nonresponsibility for mechanics’ lien purposes; or (iv) alter, improve or repair the
Premises or the Building if necessary to comply with current Building codes or other applicable
laws, or for structural alterations, repairs or improvements to the Building pursuant to the terms
and conditions of the Lease. Notwithstanding anything to the contrary contained in this Article 27,
Landlord may enter the Premises at any time to (A) perform services required of Landlord; (B) take
possession due to any breach of this Lease in the manner provided herein; (C) perform any covenants
of Tenant which Tenant fails to perform; or (D) to address an emergency. Any such entries shall be
without the abatement of Rent, shall not be deemed an unlawful entry, or an actual or constructive
eviction, and shall include the right to take such reasonable steps as required to accomplish the
stated purposes. Tenant hereby waives any claims for damages or for any injuries or inconvenience
to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby. In the event Landlord enters the Premises
to perform any work or repair, Landlord shall use commercially reasonable efforts to cause minimal
interference with Tenant’s use and shall repair any damage caused by the performance of such work
by Landlord.



28. TENANT PARKING




     Subject to compliance with the rules and regulations reasonably prescribed by Landlord, Tenant
shall have the right to use the number of parking passes set forth in Section 12 of the Summary of
Basic Lease Information, at no charge to Tenant during the initial Lease Term. Landlord has advised
Tenant, and Tenant acknowledges, that (i) a portion of the Parking Facilities are derived through
an off-site parking easement (the “Parking Easement”) and that although the Parking Easement has
been insured under Landlord’s owner policy of title insurance, Landlord does not warrant that the
parking rights provided under the Parking Easement will remain in existence or otherwise will not
be free from a third party challenge, and (ii) Tenant’s parking rights granted hereunder are
granted on a non-exclusive, first-come first-served basis. In no event shall Tenant use more than
the number of parking passes allocated to Tenant by Section 12 of the Summary. For purposes of
permitting or facilitating any such construction, alteration,
improvements or repairs with respect to the Parking Facilities or to accommodate or facilitate
renovation, alteration, construction or other modification of other improvements or structures
located on the Real Property, Landlord may without incurring any liability to Tenant and without
any abatement of Rent under this Lease, from time to time, temporarily close-off or restrict access
to the Parking Facilities, so long as Landlord relocates Tenant’s parking to other parking
structures and/or surface parking areas with the same number of spaces Tenant is entitled to
herein, and further provided Landlord provides a free shuttle service to and from the temporary
parking areas (unless the temporary parking is in the parking lot immediately adjacent to the
Building).



     Tenant may, as an Alteration subject to the terms of Article 8 of this Lease and approval of
the Las Colinas Association, elect to construct, at Tenant’s sole cost, up to forty (40) covered
carports in the surface parking lot at locations reasonably approved by Landlord and the Las
Colinas Association. Such covered carports shall be exclusive to Tenant during the Term of this
Lease; provided, however, that Landlord will not be obligated to police the use of such carports.
Upon the expiration or earlier termination of this Lease, the covered carports shall become the
property of Landlord and Tenant shall have no obligation to remove same. Subject to approval by the
Las Colinas Association and Landlord (provided Landlord’s approval shall not be unreasonably
withheld), Tenant may place signage on its carports identifying them as reserved for Tenant and
stating that violators will be towed at the car owner’s expense. Tenant will indemnify, defend and
hold the



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Landlord Indemnified Parties harmless from any Indemnified Claims arising out of the towing of any
cars parked in the carports.




29. HAZARDOUS MATERIALS



     29.1  Restrictions. No Hazardous Material (defined below) (except for de minimis quantities of
household cleaning products and office supplies used in the ordinary course of Tenant’s business at
the Premises and that are used, kept, and disposed of in compliance with laws) shall be brought
upon, used, kept, or disposed of in or about the Premises or the Real Property by any Tenant
Parties or any of Tenant’s transferees, contractors, agents or licensees without Landlord’s prior
written consent, which consent may be withheld in Landlord’s sole and absolute discretion. Tenant’s
request for such consent shall include a representation and warranty by Tenant that the Hazardous
Material in question (1) is necessary in the ordinary course of Tenant’s business, and (2) shall be
used, kept, and disposed of in compliance with all laws.



     29.2  Remediation. Tenant shall, at its expense, monitor the Premises for the presence of
Hazardous Materials or conditions which may reasonably give rise to Contamination (defined below)
and promptly notify Landlord if it suspects Contamination in the Premises. Any remediation of
Contamination caused by a Tenant Party or its contractors or invitees which is required by law or
which is deemed necessary by Landlord, in Landlord’s commercially reasonable business judgment,
shall be performed by Landlord and Tenant shall reimburse Landlord for the reasonable cost thereof,
plus a 5% administrative fee. Tenant shall be liable for, and shall indemnify, defend, protect and
hold Landlord and the Landlord Indemnified Parties harmless from and against, any and all claims,
damages, judgments, suits, causes of action, losses, liabilities and expenses, including testing,
remediation and consultant and reasonable attorneys’ fees and court costs, arising or resulting
from (a) any Contamination on or about the Premises, Building or Real Property caused by Tenant or
any Tenant Parties; or (b) any breach of this Article 29 by Tenant.



     29.3  Definitions. A “Hazardous Material” is any substance the presence of which requires, or
may hereafter require, notification, investigation, or remediation under any laws or which is now
or hereafter defined, listed, or regulated by any governmental authority as a “hazardous waste”,
“extremely hazardous waste”, “solid waste”, “toxic substance”, “hazardous substance”, “hazardous
material” or “regulated substance”, or otherwise regulated under any Laws, including but not
limited to, asbestos. “Contamination” means the existence or any release or disposal of a Hazardous
Material or biological or organic contaminant, including any such contaminant which could adversely
impact air quality, such as mold, fungi, or other bacterial agents, in, on, under, at, or from the
Premises, the Building, or the Real Property which may result in any liability, fine, use
restriction, cost recovery lien, remediation requirement, or other government or private party
action, or imposition affecting any Landlord Indemnified Party. For purposes of this Lease, claims
arising from Contamination shall include diminution in value, restrictions on use, adverse impact
on leasing space, and all costs of site investigation, remediation, removal, and restoration work,
including response costs under CERCLA and similar statutes.



     29.4 Landlord represents and warrants that, to the best of the Building manager’s knowledge,
as of the date of this Lease there are currently no Hazardous Materials located on the Building or
within the Premises in violation of applicable Laws in effect as
of the date of this Lease. Landlord shall, at no cost to Tenant (and not as an Operating
Expense), remove or remediate any Hazardous Material in the Building to the extent required under
applicable Laws, except where such removal or remediation is Tenant’s responsibility pursuant to
Section 29.1 above. Landlord indemnifies Tenant for, from and against any breach by Landlord of
the obligations stated in this Section 29.4, and agrees to defend and hold Tenant harmless from and
against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses
which arise during or after the Lease Term as a result of such breach.




30. MISCELLANEOUS PROVISIONS




     30.1  Binding Effect. Landlord has delivered a copy of this Lease to Tenant for Tenant’s review
only, and the delivery of it does not constitute an offer to Tenant or an option. This Lease shall
not be effective against any party hereto until an original copy of this Lease has been signed by
such party and delivered to the other party. An electronic or facsimile copy of the Lease shall be
deemed an original for purposes of this Section 30.1. Each of the provisions of this Lease shall
extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and
of Tenant, but also of their respective successors or assigns, provided this clause shall not
permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.



     30.2  No Air Rights. No rights to any view or to light or air over any property, whether
belonging to Landlord or any other person, are granted to Tenant by this Lease.



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     30.3  Modification of Lease. Should any current or prospective mortgagee or ground lessor for
the Building require a modification or modifications of this Lease, which modification or
modifications will not cause an increased cost or expense to Tenant or in any other way materially
and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant
agrees that this Lease may be so modified and agrees to execute whatever documents are required
therefor and deliver the same to Landlord within ten (10) days following the request therefor.



     30.4  Transfer of Landlord’s Interest. In the event Landlord transfers all or any portion of
its interest in the Real Property and Building and in this Lease, Landlord shall automatically be
released from all remaining liability under this Lease and Tenant agrees to look solely to such
transferee for the performance of Landlord’s obligations hereunder after the date of transfer.



     30.5  Captions. The captions of Articles and Sections are for convenience only and shall not
be deemed to limit, construe, affect or alter the meaning of such Articles and Sections.



     30.6  Time of Essence. Time is of the essence of this Lease and each of its provisions.



     30.7  Partial Invalidity. If any term, provision or condition contained in this Lease shall, to
any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such
term, provision or condition to persons or circumstances other than those with respect to which it
is invalid or unenforceable, shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the fullest extent possible
permitted by law.



     30.8  Landlord Exculpation. It is expressly understood and agreed that notwithstanding anything
in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the
liability of Landlord hereunder (including any successor landlord) and any recourse by Tenant
against Landlord shall be limited solely and exclusively to the interest of Landlord in the
Building, and the rents and income therefrom, and neither Landlord, nor any of its constituent
partners, members, shareholders, officers, directors or employees shall have any personal liability
therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of
itself and all persons claiming by, through or under Tenant.



     30.9  Entire Agreement. It is understood and acknowledged that there are no oral agreements
between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all
previous negotiations, arrangements, brochures, agreements and understandings, if any, between the
parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and
none thereof shall be used to interpret or construe this Lease. This Lease and any side letter or
separate agreement executed by Landlord and Tenant in connection with this Lease and dated of even
date herewith contain all of the terms, covenants, conditions, warranties and agreements of the
parties relating in any manner to the rental, use and occupancy of the Premises. None of the
terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to
except in writing signed by the parties hereto. Any deletion of language from this Lease prior to
its execution by Landlord and Tenant shall not be construed to raise any presumption, canon of
construction or implication, including, without limitation, any implication that the parties
intended thereby to state the converse of the deleted language.
The parties hereto acknowledge and agree that each has participated in the negotiation and
drafting of this Lease; therefore, in the event of an ambiguity in, or dispute regarding the
interpretation of, this Lease, the interpretation of this Lease shall not be resolved by any rule
of interpretation providing for interpretation against the party who caused the uncertainty to
exist or against the draftsman.



     30.10  Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor
disputes, acts of God, inability to obtain services, labor, or materials or reasonable substitutes
therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond
the reasonable control of the party obligated to perform, except with respect to the obligations
imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease
(collectively, the “Force Majeure”), notwithstanding anything to the contrary contained in this
Lease, shall excuse the performance of such party for a period equal to any such prevention, delay
or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation
of either party, that time period shall be extended by the period of any delay in such party’s
performance caused by a Force Majeure.



     30.11  Notices. Any notice, demand or other communication given under the provisions of this
Lease (collectively, “Notices”) by either party to the other party shall be effective only if in
writing and (a) personally served, (b) mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or (c) sent by a nationally recognized courier service (e.g.,
Federal Express) for next-day delivery. Notices shall be directed to the parties at their
respective addresses set forth in the Summary. In the event that a different address is furnished
by either party to the other party in accordance with the procedures set forth in this



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Section 30.11, Notices shall thereafter be sent or delivered to the new address. Notices given in
the foregoing manner shall be deemed given (a) when actually received or refused by the party to
whom sent if delivered by carrier or personally served or (b) if mailed, on the day of actual
delivery or refusal as shown by the addressee’s registered or certified mail receipt. For purposes
of this Section 30.11, a “business day” is Monday through Friday, excluding holidays observed by
the United States Postal Service.




     30.12  Joint and Several Liability. If more than one person or entity executes this Lease as
Tenant: (a) each of them is and shall be jointly and severally liable for the covenants,
conditions, provisions and agreements of this Lease to be kept, observed and performed by Tenant;
and (b) the act or signature of, or notice from or to, any one or more of them with respect to this
Lease shall be binding upon each and all of the persons and entities executing this Lease as Tenant
with the same force and effect as if each and all of them had so acted or signed, or given or
received such notice.



     30.13  Attorneys’ Fees. If either party commences litigation against the other for the
specific performance of this Lease, for damages for the breach hereof or otherwise for enforcement
of any remedy hereunder, the prevailing party shall be entitled to recover from the other party
such costs and reasonable attorneys’ fees as may have been incurred, including any and all costs
incurred in enforcing, perfecting and executing such judgment.



     30.14  Governing Law; Jurisdiction and Venue. This Lease and the rights and obligations of the
parties shall be interpreted, construed, and enforced in accordance with the laws of the state in
which the Building is located. All obligations under this Lease are performable in the County in
which the Building is located, which shall be the venue for all legal actions.



     30.15  Jury Trial Waiver. TENANT, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES
AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING
OUT OF, OR IN ANY WAY RELATING TO THIS LEASE OR ANY CONDUCT, ACT OR OMISSION OF LANDLORD, TENANT,
OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS,
OR ANY OTHER PERSONS AFFILIATED WITH LANDLORD OR TENANT, IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.



     30.16  Paragraph Headings. The headings and titles to the Articles and Sections of this Lease
are for convenience only and shall have no effect on the interpretation of any part of this Lease.



     30.17  Recording. Tenant shall not record this Lease or any memorandum of lease.



     30.18  Authority. Tenant covenants, warrants, and represents that each individual executing,
attesting, and/or delivering this Lease on behalf of Tenant is authorized to do so on behalf of
Tenant; this Lease is binding upon and enforceable against Tenant; and Tenant is duly organized and
legally existing in the state of its organization and is qualified to do business in the state in
which the Premises are located.



     30.19  Relationship. This Lease shall create only the relationship of landlord and tenant
between the parties, and not a partnership, joint venture, or any other relationship.



     30.20  Survival of Obligations. The expiration of the Lease Term, whether by lapse of time or
otherwise, shall not relieve Tenant of any obligations which accrued prior to or which may continue
to accrue after the expiration or early termination of this Lease. Those terms or provisions of
this Lease which this Lease expressly states shall survive, or which by their context are clearly
intended to survive, the expiration or earlier termination of this Lease, shall survive the
expiration or earlier termination of this Lease.



     30.21  Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings
with any real estate broker or agent in connection with the negotiation of this Lease, excepting
only the real estate brokers or agents specified in Section 13 of the Summary (the “Brokers”), and
that they know of no other real estate broker or agent who is entitled to a commission in
connection with this Lease. Each party agrees to indemnify and defend the other party against and
hold the other party harmless for, from and against any and all claims, demands, losses,
liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable
attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be
owing on account of the indemnifying party’s dealings with any real estate broker or agent other
than the Brokers. Landlord will compensate the Brokers pursuant to a separate agreement.



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     30.22 Transportation Management. Tenant, at no additional material cost or liability to
Tenant, shall fully comply with all present or future programs intended to manage parking,
transportation or traffic in and around the Building and in connection therewith, Tenant shall take
responsible action for the transportation planning and management of all employees located at the
Premises by working directly with Landlord, any governmental transportation management organization
or any other transportation-related committees or entities.



     30.23 Confidentiality. Tenant acknowledges that the content of this Lease and any related
documents are confidential information. Tenant shall keep such confidential information strictly
confidential and shall not disclose such confidential information to any person or entity other
than Tenant’s financial, legal, and space planning consultants.



     30.24 Landlord Renovations. Tenant acknowledges that Landlord may, but shall not be obligated
to (other than as specifically set forth herein or in the Tenant Work Letter, if applicable),
during the Lease Term renovate, improve, alter, or modify (collectively, the “Renovations”) the
Building, Premises, and/or Real Property, including without limitation the Parking Facilities,
Common Areas, Systems and Equipment, roof, and structural portions of the same. So long as Landlord
uses commercially reasonable efforts to ensure that (i) interference with Tenant’s use and
occupancy of the Premises is minimal, and (ii) access to the Premises is not adversely affected,
Tenant hereby agrees that such Renovations and Landlord’s actions in connection with such
Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any
abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for
any direct or indirect injury to or interference with Tenant’s business arising from the
Renovations, (unless same are caused by Landlord’s negligence or misconduct) nor shall Tenant be
entitled to any compensation or damages from Landlord for loss of the use of the whole or any part
of the Premises or of Tenant’s personal property or improvements resulting from the Renovations or
Landlord’s actions in connection with such Renovations, or for any inconvenience or annoyance
occasioned by such Renovations or Landlord’s actions in connection with such Renovations.



     30.25 Financial Statements. Upon ten (10) days prior written request from Landlord (which
Landlord may make at any time during the Term but no more often that one (1) time in any calendar
year), Tenant shall deliver to Landlord a current financial statement of Tenant and any guarantor
of this Lease. In the event Tenant is publicly traded and its financial statements are available
on-line, this Section 30.25 shall not apply.



     30.26 Excepted Rights. Landlord shall also have the right (but not the obligation) to
temporarily close the Building if Landlord reasonably determines that there is an imminent danger
of significant damage to the Building or of personal injury to Landlord’s employees or the
occupants of the Building. The circumstances under which Landlord may temporarily close the
Building shall include, without limitation, electrical interruptions, hurricanes, terrorist
activities and civil disturbances. So long as such imminent danger is continuing, a closure of the
Building under such circumstances shall not constitute a constructive eviction nor entitle Tenant
to an abatement or reduction of rent payable hereunder.



     30.27 Interpretation of Lease Terms. Each provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law. If any provision of this Lease or
the application of such provision to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of such provision to
persons or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected by such invalidity or unenforceability, unless such provision or such application
of such provision is essential to this Lease.



     30.28 Counterparts. This Lease may be executed in counterparts, each of which shall be deemed
an original and all of which together shall constitute one document.



     30.29 OFAC Compliance. For purposes of this Section 30.29, the term “Affiliated Parties”
shall mean Tenant, any Guarantor hereunder, all persons and entities owning (directly or
indirectly) an ownership interest in Tenant or Guarantor, and any and all subsidiaries,
predecessors, agents and affiliates thereof. “Blocked Parties” mean any person or entity (A) that
is itself or an Affiliated Party of an entity listed in the Annex to, or is otherwise subject to
the provisions of, the September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism
(“Executive Order”), (B) with whom a party is prohibited from dealing or otherwise engaging in any
transaction by any Patriot Act Related Law (as defined below), (C) who commits, threatens or
conspires to commit or support “terrorism” as defined in the Executive Order, (D) that is named as
a “specially designated national and blocked person” on the most current list published by the U.S.
Department of the Treasury, Office of Foreign Assets Control at its official website,
http://www.ustreas.gov/offices/enforcement/ofac/ or at any replacement website or other replacement
official publication of such list. The “Patriot Act Related Laws” are defined as any regulations of
the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury



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(including, but not limited to, OFAC’s Specially Designated and Blocked Persons list) or any
statute or executive order (including, but not limited to, the Executive Order) designed to limit
commercial transactions with designated countries or individuals believed to be terrorists,
narcotic dealers or otherwise engaged in activities contrary to the interests of the U.S.,
including, without limitation Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), and
the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, as the same
may be amended from time to time, and any other governmental law, rule or regulation implementing
such laws or purposes. Tenant hereby represents and warrants that Tenant and all Affiliated
Parties (i) have never been a Blocked Party, and (ii) have been and are currently in full
compliance with all Patriot Act Related Laws. Tenant covenants that neither Tenant nor any of its
Affiliated Parties will do any of the following: (i) conduct any business or engage in any
transaction or deal with any Blocked Person, including the making or receiving of any contribution
of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise
engage in any transaction relating to, any property or interests in property blocked pursuant to
the Executive Order, or (iii) engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate any of the prohibitions
set forth in any Patriot Act Related Law. Tenant shall continue to comply with the Patriot Act
Related Laws and use commercially reasonable efforts to avoid business transactions with Blocked
Parties. If, at any time, any of the representations set forth above in this Section 30.29 becomes
false or Tenant willfully breaches any other provision of this Section 30.29, then it shall be
considered a default under this Lease, which shall not be subject to any notice and/or cure period
and Landlord shall have the immediate right to exercise its rights and remedies in the event of a
default, including, but not limited to, termination of this Lease.




31. METHOD OF CALCULATION




     Tenant is knowledgeable and experienced in commercial transactions and does hereby acknowledge
and agree that the provisions of this Lease for determining charges and amounts payable by Tenant
are commercially reasonable and valid and constitute satisfactory methods for determining such
charges and amounts as required by Section 93.012 (assessment of charges) of the Texas Property
Code, as enacted by House Bill 2186, 77th Legislature.
Tenant further voluntarily and knowingly waives (to
the fullest extent permitted by applicable Law) all rights and benefits of Tenant under such
section, as it now exists or as it may be hereafter amended or
succeeded.



32. EXCLUSIVITY




     Landlord hereby agrees that, during the initial Lease Term (or any Option Term, if
applicable), Landlord shall not, without Tenant’s prior written consent, enter into any lease for
space in the Building to any entity whose primary business is cost containment, recovery and
coordination of benefits for government agencies. Landlord’s agreement pursuant to this Article 32
is specifically subject to all existing and subsequently-adopted laws that prohibit or modify such
restriction and is not applicable to (i) any leases between Landlord and tenants of the Building
that are in existence as of the date of this Lease, (ii) any subleases from existing or future
tenants of the Building to a proposed subtenant(s) unless the terms of such leases permit Landlord
to withhold its consent to such a sublease (which language will be included in all leases entered into by the original
Landlord named in this Lease), or (iii) any operations conducted by Landlord or any entity that
controls, is controlled by or is under common control with Landlord or is otherwise affiliated with
Landlord. In addition, the foregoing restriction shall be of no further force and effect if at any
time during the initial Lease Term (or any Option Term, if applicable), the Premises are not
primarily used by Tenant for cost containment, recovery and coordination of benefits for government
healthcare systems.



     IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date
first above written.



	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 	 	EQUASTONE HIGH POINT, LP	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: Equastone High Point GP, LLC	 	 
	 	 	Delaware limited liability company	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Clint Harrington	 	 
	 

	 	Name:	 	Clint Harrington	 	 
	 

	 	Its:	 	EVP	 	 






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	 	By:	 	/s/ Kirk Cypel	 	 
	 

	 	Name:	 	Kirk Cypel	 	 
	 

	 	Its:	 	COO	 	 
	 
	 	 	 	 	 	 
	 
	 	 	TENANT:
	 
	 	 	 	 	 	 
	 	 	HEALTH MANAGEMENT SYSTEMS, INC.,
	 	 	a New York corporation
	 
	 	 	 	 	 	 
	 

	 	*By:	 	/s/ Walter D. Hosp	 	 
	 

	 	Name:	 	Walter D. Hosp	 	 
	 

	 	Title:	 	Sr
VP, CFO	 	 
	 
	 	 	 	 	 	 
	 

	 	*By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






*NOTE:



Tenant shall deliver to Landlord evidence in a form reasonably acceptable to Landlord that the
signatory(ies) is (are) authorized to execute this Agreement.




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EXHIBIT A




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EXHIBIT B




TENANT WORK LETTER




     This Tenant Work Letter shall set forth the terms and conditions relating to the construction
of the Premises. This Tenant Work Letter is essentially organized chronologically and addresses
the issues of the construction of the Premises, in sequence, as such issues will arise during the
actual construction of the Premises. All references in this Tenant Work Letter to Articles or
Sections of “this Lease” shall mean the relevant portions of the Lease to which this Tenant Work
Letter is attached as Exhibit B, and all references in this Tenant Work Letter to Sections of “this
Tenant Work Letter” shall mean the relevant portions of this Tenant Work Letter.



SECTION 1




LANDLORD’S INITIAL CONSTRUCTION IN THE PREMISES




     Landlord has constructed, at its sole cost and expense, the base, shell and core (i) of the
Premises and (ii) of the floor of the Building on which the Premises are located (collectively, the
“Base, Shell and Core”).



SECTION 2




IMPROVEMENTS




     2.1 Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance
(the “Improvement Allowance”) in the amount of $25.00 per square foot of the Premises for the costs
relating to the initial design and construction of Tenant’s improvements that are permanently
affixed to the Premises (the “Improvements”). In addition, Landlord will provide Tenant with up to
One and 50/100 Dollars ($1.50) per square foot of the Premises for space planning, design and
engineering fees (“Soft Cost Allowance”) and a lump sum of $10,809.56 for lighting upgrades
(“Lighting Allowance”). For the purposes of this Work Letter, the Soft Cost Allowance and the
Lighting Allowance shall be deemed to be included in the definition of “Improvement Allowance.”
Other than Landlord’s obligation to disburse the Improvement Allowance pursuant to this Tenant Work
Letter, Tenant shall be responsible for all costs relating to the design and construction of the
Improvements and in no event shall Landlord be obligated to make disbursements pursuant to this
Tenant Work Letter in a total amount which exceeds the Improvement Allowance. All Improvements
constructed pursuant to this Work Letter shall be deemed Landlord’s property under the terms of
Section 8.5 of the Lease. Tenant shall not be entitled to any credit for any unused portion of the
Improvement Allowance, except that Tenant may apply any unused Improvement Allowance to (i) cover
its costs of moving into the Premises, costs of furniture, fixtures and equipment to be used in the
Premises or (ii) (provided that Tenant first satisfies all obligations under this Lease for the
first twelve (12) months of the Lease Term) as a credit against Tenant’s Base Rent for the
thirteenth (13th) and/or fourteenth (14th) full month(s) of the Lease Term.
The foregoing credit will be paid to Tenant (or credited against Base Rent) after written notice
from Tenant after the substantial completion of the Improvements; provided that Tenant must make a
written request for such amounts on or before December 31, 2008 or it will forfeit the right to
such credit. Notwithstanding the foregoing, Tenant will complete Improvements in the Premises in
substantial accordance with the preliminary plan previously provided to the Architect by Tenant.



     2.2 Disbursement of the Improvement Allowance. Except as otherwise set forth in this Tenant
Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements
shall be made pursuant to Landlord’s disbursement process, which disbursements will be made
directly to the Contractor as the work progresses, subject to a retainage to be paid upon
completion of the Improvements), only for the following items and costs (collectively, the
“Improvement Allowance Items”):



          2.2.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined
in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of
documents and materials supplied by, Landlord and Landlord’s consultants in connection with the
preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of
this Tenant Work Letter;



          2.2.2 The payment of plan check, permit and license fees relating to construction of the
Improvements;



          2.2.3 The cost of construction of the Improvements;



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          2.2.4 The cost of any changes in the Base, Shell and Core when such changes are required by
the Construction Drawings (including if such changes are due to the fact that such work is prepared
on an unoccupied basis) or are otherwise required by law as a result of the construction of the
Improvements, such cost to include all direct architectural and/or engineering fees and expenses
incurred in connection therewith;



          2.2.5 The cost of any changes to the Construction Drawings or Improvements required by
applicable building code or any other governmental law or regulation (collectively, “Code”);



          2.2.6 Sales and use taxes;



          2.2.7 “Landlord’s Supervision Fee,” as hereinafter defined; and



          2.2.8 All other reasonable costs to be expended by Landlord in connection with the
construction of the Improvements.



     2.3 Standard Improvement Package. Landlord may establish reasonable specifications (the
“Specifications”) for the Building standard components to be used in the construction of the
Improvements in the Premises (collectively, the “Standard Improvement Package”), which shall be
delivered to Tenant in connection with the deliveries set forth in Section 3 herein. Tenant shall
utilize materials and finishes which are not of lesser quality than the Specifications.



SECTION 3




CONSTRUCTION DRAWINGS




     3.1 Selection of Architect/Construction Drawings. Tenant shall retain an architect/space
planner selected by Tenant and reasonably approved by Landlord (the “Architect”), to prepare the
“Construction Drawings,” as that term is defined in this Section 3.1. Tenant shall retain any
necessary engineering consultants (the “Engineers”), all of which shall be subject to Landlord’s
reasonable prior approval, to prepare all plans and engineering working drawings relating to the
structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work in the
Premises. Tenant agrees to consider Landlord’s suggested architect and/or engineers, so long as
such architects and/or engineers are reasonably acceptable to Tenant and competitively priced. The
plans and drawings to be prepared by the Architect and the Engineers hereunder shall be known
collectively as the “Construction Drawings.” Landlord shall have no liability whatsoever in
connection therewith and shall not be responsible for any omissions or errors contained in the
Construction Drawings.



     3.2 Final Space Plan. Promptly after the full execution and delivery of this Lease, the
Architect (with reasonable input by Landlord) shall prepare the final space plan for Improvements
in the Premises (collectively, the “Final Space Plan”), which Final Space Plan shall include a
layout and designation of all offices, rooms and other partitioning, their intended use, and
equipment to be contained therein, and shall deliver the Final Space Plan to Tenant for Tenant’s
approval or reasonable disapproval, which approval or reasonable disapproval shall be delivered by
Tenant to Landlord no later than five (5) days after Tenant’s receipt of such Final Space Plan.
Once Tenant has approved the Final Space Plan, it shall be delivered to Landlord for Landlord’s
reasonable approval, which such approval or disapproval must be given within three (3) business
days. If Landlord reasonably disapproves of any portion of the Final Space Plan, the parties shall
meet, within three (3) business days after Landlord’s disapproval, to agree upon revisions to be
made to the Final Space Plan to meet the reasonable satisfaction of
the parties. The Architect shall then revise the Final Space Plan to the form agreed upon in
such meeting and Landlord shall then approve or reasonably disapprove the revised Final Space Plan
no later than three (3) business days after Landlord’s receipt of such revised Final Space Plan. If
Landlord shall again reasonably disapprove the revised Final Space Plan, the parties will revise
and review the Final Space Plan again in accordance with the procedure set forth above until
Landlord’s reasonable approval is obtained.



     3.3 Final Working Drawings. Promptly after the Final Space Plan is approved by Landlord in
accordance with Section 3.2, the Architect and the Engineers (with reasonable input by Landlord)
shall complete the architectural and engineering drawings for the Premises, and the Architect shall
compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing
working drawings in a form which is complete to allow subcontractors to bid on the work and to
obtain all applicable permits (collectively, the “Final Working Drawings”) and shall submit the
same to Tenant for Tenant’s approval or reasonable disapproval, which approval or reasonable
disapproval shall be delivered by Tenant to Landlord no later than five (5) days after Tenant’s
receipt of such Final Working Drawings. Once Tenant has approved the Final Working Drawings, they
shall be delivered to Landlord for Landlord’s reasonable approval, which approval or reasonable
disapproval shall be delivered by Landlord to Tenant no later than three (3) business days after



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Landlord’s receipt of such Final Working Drawings. If Landlord reasonably disapproves of any
portion of the Final Working Drawings, the parties shall meet, within three (3) business days after
Landlord’s disapproval, to agree upon revisions to be made to the Final Working Drawings to meet
the reasonable satisfaction of Landlord. The Architect shall then revise the Final Working Drawings
to the form agreed upon in such meeting. Landlord shall then approve the revised Final Working
Drawings no later than three (3) business days after Landlord’s receipt of such revised Final
Working Drawings. If Landlord shall again reasonably disapprove the revised Final Working
Drawings, the parties will revise and review the Final Working Drawings again in accordance with
the procedure set forth above until Landlord’s reasonable approval is obtained.




     3.4 Approved Working Drawings. Landlord shall promptly submit the Final Working Drawings
reasonably approved by Landlord and Tenant (the “Approved Working Drawings”) to the appropriate
governmental entities for all applicable building permits necessary to allow “Contractor,” as that
term is defined in Section 4.1 of this Tenant Work Letter, to commence and fully complete the
construction of the Improvements (the “Permits”). If Tenant desires any change, modification or
alteration in the Approved Working Drawings, Tenant must first obtain the prior written reasonable
consent of Landlord, which consent shall be provided or reasonably withheld within three (3)
business days. Otherwise, such consent shall not be unreasonably withheld, delayed or conditioned.
Prior to commencing any change requested by Tenant to the Approved Working Drawings, Landlord shall
prepare and deliver to Tenant, for Tenant’s approval, a change order (“Change Order”) setting forth
the additional time required to perform the change and the total cost of such change, which shall
include associated architectural, engineering and Contractor’s fees. If Tenant fails to approve
such Change Order in writing within two (2) business days after such delivery by Landlord as to any
change requested by Tenant, Tenant shall be deemed to have withdrawn the Change Order and Landlord
shall not proceed to perform the change.



     3.5 Time Deadlines. The parties shall cooperate with (i) the Architect, and the Engineers to
complete all phases of the Construction Drawings and the permitting process, and (ii) the
Contractor, for approval of the “Cost Proposal,” as that term is defined in Section 4.2, below, in
accordance with the dates set forth herein. Tenant or Tenant’s representatives (including, but not
limited to, the Architect) shall meet with Landlord on a weekly basis as reasonably necessary to
discuss Tenant’s progress in connection with the same. The applicable dates for approval of items,
plans and drawings and selection of a contractor as described in this Tenant Work Letter are
referred to herein as the “Time Deadlines.” Tenant agrees to use reasonable efforts to comply with
the Time Deadlines.



SECTION 4




CONSTRUCTION OF THE IMPROVEMENTS




     4.1 Contractor. Tenant shall select either PM Realty or Transwestern as the construction
manager for the Improvements promptly after the full execution and delivery of this Lease. The
contractor which shall construct the Improvements shall be a contractor selected pursuant to the
following procedure. The Final Working Drawings shall be submitted by Tenant to at least two (2)
general contractors reasonably approved by the construction manager. Each such contractor shall be
invited to submit a sealed, fixed price contract bid (on such bid form as Landlord shall designate)
to construct the Improvements. Each contractor shall be notified in the bid package of the time schedule for
construction of the Improvements. The subcontractors utilized by the Contractor shall be subject to
Landlord’s reasonable and prompt approval (any unreasonable delay will be a Landlord Delay) and the
bidding instructions shall provide that as to work affecting the structure of the Project and/or
the systems and equipment of the Project, Landlord shall be entitled to designate the
subcontractors in a prompt manner. The bids shall be submitted promptly and a reconciliation shall
be performed by Tenant to adjust inconsistent or incorrect assumptions so that a like-kind
comparison can be made. Tenant shall select the contractor who shall construct the Improvements.
The contractor selected may be referred to herein as the “Contractor”.



     4.2 Cost Proposal. The winning bid pursuant to Section 4.1 above shall be referred to as the
“Cost Proposal”. Landlord does not guaranty the accuracy of the Cost Proposal. Upon selection of a
Contractor, Tenant shall be deemed to have approved the Cost Proposal. The date by which Tenant has
approved the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date.”



     4.3 Construction of Improvements by Landlord’s Contractor under the Supervision of
Landlord.



          4.3.1 Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall determine the
amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost
Proposal and (ii) the amount of the Improvement Allowance (less any portion thereof already
disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost
Proposal Delivery Date that is



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not otherwise included within the Cost Proposal, including any costs incurred by Landlord and/or
Tenant for the preparation of the Construction Drawings). Tenant shall pay the Over-Allowance
Amount to Landlord in accordance with the following schedule: (a) one-third (1/3) of the
Over-Allowance Amount shall be due and payable by Tenant to Landlord on the Cost Proposal Delivery
Date, (b) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to
Landlord within ten (10) days after notice from Landlord to Tenant that the Improvements are at
least fifty percent (50%) complete, and (c) the remaining one-third (1/3) of the Over-Allowance
Amount shall be due and payable by Tenant to Landlord upon the Commencement Date of this Lease. The
Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then
remaining portion of the Improvement Allowance, and such disbursement shall be pursuant to the same
procedure as the Improvement Allowance. In the event that after the Cost Proposal Date, any
revisions, changes, or substitutions shall be made to the Construction Drawings or the
Improvements, any additional costs which arise in connection with such revisions, changes or
substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an
addition to the Over-Allowance Amount. In addition, upon Landlord’s determination of the actual
costs incurred by or on behalf of Landlord for the Improvement Allowance Items, Tenant shall pay
Landlord the amount, if any, by which such actual costs exceed the sum of the Improvement Allowance
and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord
may, at its election, require that Tenant deposit with Landlord the full amount of such excess
prior to Landlord’s delivery of the Premises to Tenant. No portion of the Improvement Allowance
shall be used to pay Tenant or Tenant’s agents, contractors or employees, unless and until
Landlord’s contractors and any other persons and entities employed by or under contract with
Landlord have been paid in full.




          4.3.2 Landlord Supervision. Landlord shall independently retain Contractor to construct the
Improvements in accordance with the Approved Working Drawings and the Cost Proposal and Landlord
shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and
management fee (the “Landlord Supervision Fee”) to Landlord (or its agent) in an amount equal to
the product of (i) three percent (3%) and (ii) the Improvement Allowance Items.



          4.3.3 Contractor’s Warranties and Guaranties. To the extent any of the same run to the
Landlord, Landlord hereby assigns to Tenant all warranties and guaranties by Contractor relating to
the Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out
of the construction of, the Improvements. Such warranties and guaranties of Contractor shall
guarantee that the Improvements shall be free from any defects in workmanship and materials for a
period of not less than one (1) year from the date of completion thereof.



SECTION 5




COMPLETION OF THE IMPROVEMENTS; LEASE COMMENCEMENT DATE




     5.1 Ready for Occupancy. The Premises shall be deemed “Ready for Occupancy” upon the
Substantial Completion of the Premises. For purposes of this Lease, “Substantial Completion” of the
Premises shall occur upon completion of construction of the Improvements in the Premises pursuant
to the Approved Working Drawings, with the exception of any punch list items and any Tenant
fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant or its contractors.
Notwithstanding the foregoing, except as set forth in Section 5.2 below, the Lease Commencement
Date will occur on the date set forth in Section 7.2 of the Summary, regardless of whether the
Improvements are Substantially Complete as of that date. Tenant hereby agrees and acknowledges
that, except as set forth in Section 5.2 below, the Improvements may be completed during the Term
of this Lease, and the completion of such Improvements will not be deemed a constructive eviction,
nor shall Tenant be entitled to any abatement of rent (other than the sums abated per Article 3 of
the Lease) in connection with the completion of such Improvements.



          5.2 Delay of Substantial Completion of the Premises. Except as provided in this Section 5, the
Lease Commencement Date shall occur as set forth in Section 7.2 of the Summary and Article 2 of the
Lease. If there shall be an actual delay in the Substantial Completion of the Premises as a result
of Landlord’s failure to consent or approve (or to disapprove with a reasonable statement of the
reasons for such disapproval) of any item requiring its consent or approval within three (3)
business days after Landlord’s receipt of the request for its consent or approval (collectively,
“Landlord Delays”) then, notwithstanding anything to the contrary set forth in this Lease, the
Lease Commencement Date set forth in Section 7.2 of the Summary will be extended by the number of
days of Landlord Delay.



EXHIBIT B




Health Management Systems

Corporate Point





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SECTION 6




MISCELLANEOUS




     6.1 Tenant’s Entry Into the Premises Prior to Lease Commencement Date. Provided that Tenant
and its agents do not unreasonably interfere with, or delay, Contractor’s work in the Building and
the Premises, Contractor shall allow Tenant access to the Premises at any time after September 1,
2007 for the purpose of Tenant installing (i) Tenant’s data and telephone equipment and cabling in
the Premises, (ii) the construction of cubicles or other furnishings, and (iii) any other work
required to be done in connection with the Premises. Such work will be coordinated with the
Contractor to cause such work to be performed at the time reasonably designated by the Contractor.
Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 6.1, Tenant
shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail
the timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify,
protect and defend Landlord against any loss or damage to the Building or Premises and against
injury to any persons caused by Tenant’s actions pursuant to this Section 6.1.



     6.2 Tenant’s Representative. Tenant has designated William Jaeger as its primary
representative with respect to the matters set forth in this Tenant Work Letter, who shall have
full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work
Letter.



     6.3 Landlord’s Representative. Landlord has designated PM Realty Group as its sole
representative with respect to the matters set forth in this Tenant Work Letter, who, until further
notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as
required in this Tenant Work Letter.



     6.4 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all
references herein to a “number of days” shall mean and refer to calendar days. In all instances
where Tenant is required to approve or deliver an item, if no written notice of approval is given
or the item is not delivered within the stated time period, at Landlord’s sole option, at the end
of said period the item shall automatically be deemed approved or delivered by Tenant and the next
succeeding time period shall commence.



     6.5 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in this
Lease, if an event of default as described in Section 19.1 of the Lease or this Tenant Work Letter
has occurred at any time on or before the substantial completion of the Premises beyond any
applicable notice, grace or cure periods, then (i) in addition to all other rights and remedies
granted to Landlord pursuant to this Lease, Landlord shall have the right to withhold payment of
all or any portion of the Improvement Allowance and/or Landlord may cause Contractor to cease the
construction of the Premises (in which case, Tenant shall be responsible for any delay in the
substantial completion of the Premises caused by such work stoppage), and (ii) all other
obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such
time as such default is cured pursuant to the terms of this Lease.



     6.6 Tenant’s Agents. All of Tenant’s agents, contractors, and subcontractors performing work
in, or in connection with, the Premises (collectively as “Tenant’s Agents”), shall be subject to
Landlord’s reasonable approval and, if deemed necessary by Landlord to maintain harmony among other
labor at the Real Property.



     6.7 Insurance Requirements. All of Tenant’s Agents shall carry Workers’ Compensation insurance
as required by applicable law and liability and Products and Completed Operation Coverage
insurance, each in amounts not less than One Million Dollars ($1,000,000.00) per incident, One
Million Dollars ($1,000,000.00) in aggregate, and in form and with companies as are required to be
carried by Tenant as set forth in Article 10 of this Lease, and the policies therefor shall insure
Landlord and Tenant, as their interests may appear, as well as Landlord’s contractor, and shall
name as additional insureds all mortgagees of the Real Property or the Landlord’s construction
supervisor. All insurance maintained by Tenant’s Agents shall preclude subrogation claims by the
insurer against anyone insured thereunder. Such insurance shall provide that it is primary
insurance as respects the Landlord and that any other insurance maintained by Landlord is excess
and noncontributing with the insurance required hereunder.



EXHIBIT B




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EXHIBIT C 




[CORPORATE POINT]




RULES AND REGULATIONS




     Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord
shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by
or otherwise with respect to the acts or omissions of any other tenants or occupants of the
Building.



     1. Tenant shall not alter any lock or install any new or additional locks or bolts on any
doors or windows of the Premises. Tenant shall bear the cost of any lock changes or repairs
required by Tenant. Two keys will be furnished by Landlord for the Premises, and any additional
keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by
Landlord.



     2. All doors opening to public corridors shall be kept closed at all times except for normal
ingress and egress to the Premises, unless electrical hold backs have been installed. Landlord may
supply access cards for Tenant’s employees, which cards will be furnished at a reasonable cost to
be established by Landlord. Tenant will be responsible for returning all access cards upon the
expiration or earlier termination of the Lease and will pay a reasonable replacement fee for any
lost or stolen cards.



     3. Landlord reserves the right to close and keep locked all entrance and exit doors of the
Building during such hours as are customary for comparable buildings in the vicinity of the
Building. Tenant, its employees and agents must be sure that the doors to the Building are
securely closed and locked when leaving the Premises if it is after the normal hours of business
for the Building. Any tenant, its employees, agents or any other persons entering or leaving the
Building at any time when it is so locked, or any time when it is considered to be after normal
business hours for the Building, may be required to sign the Building register when so doing.
Access to the Building may be refused unless the person seeking access has proper identification or
has a previously arranged pass for access to the Building. The Landlord and its agents shall in no
case be liable for damages for any error with regard to the admission to or exclusion from the
Building of any person. In case of invasion, mob, riot, public excitement, or other commotion,
Landlord reserves the right to prevent access to the Building during the continuance of same by any
means it deems appropriate for the safety and protection of life and property.



     4. Landlord shall have the right to prescribe the weight, size and position of all safes and
other heavy property brought into the Building. Safes and other heavy objects shall, if considered
necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute
the weight. Landlord will not be responsible for loss of or damage to any such safe or property in
any case. All damage done to any part of the Real Property, its contents, occupants or visitors by
moving or maintaining any such safe or other property shall be the sole responsibility of Tenant
and any expense of said damage or injury shall be borne by Tenant.



     5. No furniture, freight, packages, supplies, equipment or merchandise will be brought into or
removed from the Building or carried up or down in the stairs or elevators, except upon prior
notice to Landlord, and in such manner, in such specific stairwell or elevator, and between such
hours as shall be designated by Landlord. Tenant shall provide Landlord with not less than 24 hours
prior notice of the need to utilize an elevator or stairwell for any such purpose, so as to provide
Landlord with a reasonable period to schedule such use and to install such padding or take such
other actions or prescribe such procedures as are appropriate to protect against damage to the elevators,
stairwells or other parts of the Building. In no event shall Tenant’s use of the elevators or
stairwells for any such purpose be permitted during the hours of 7:00
a.m. - 9:00 a.m., 11:30 a.m.
- 1:30 p.m. and 4:30 p.m. - 6:30 p.m.



     6. Landlord shall have the right to control and operate the public portions of the Real
Property, the public facilities, the heating and air conditioning, and any other facilities
furnished for the common use of tenants, in such manner as is customary for comparable buildings in
the vicinity of the Building.



     7. The requirements of Tenant will be attended to only upon application at the
Office of the Building or at such office location designated by Landlord. Employees of Landlord shall not perform
any work or do anything outside their regular duties unless under special instructions from
Landlord.



     8. Tenant shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate with Landlord or Landlord’s agents to prevent same.



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     9. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed, and no foreign substance of any kind whatsoever
shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have
caused it.



     10. Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or
drill into the partitions, woodwork or plaster or in any way deface the Premises or any part
thereof without Landlord’s consent first had and obtained.



     11. Except for vending machines intended for the sole use of Tenant’s employees and invitees,
no vending machine or machines of any description other than fractional horsepower office machines
shall be installed, maintained or operated upon the Premises without the written consent of
Landlord.



     12. Tenant shall not use or keep in or on the Premises or the Real Property any kerosene,
gasoline or other inflammable or combustible fluid or material.



     13. Tenant shall not use any method of heating or air conditioning other than that which may
be supplied by Landlord, without the prior written consent of Landlord.



     14. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or
substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by reason of noise,
odors, or vibrations, or interfere in any way with other tenants or those having business therein.



     15. Tenant shall not bring into or keep within the Building or the Premises any animals,
birds, bicycles or other vehicles.



     16. No cooking shall be done or permitted by any tenant on the Premises, nor shall the
Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or
immoral purposes. Notwithstanding the foregoing, Underwriters’ laboratory-approved equipment and
microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate
and similar beverages, provided that such use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations, and does not cause odors which are
objectionable to Landlord and other Tenants.



     17. Landlord will approve where and how telephone and telegraph wires are to be introduced to
the Premises (which approval will be given concurrently with the approval of plans for the
Improvements or Alterations if such information is provided on such plans in a reasonably detailed
manner). No boring or cutting for wires shall be allowed without the consent of Landlord. The
location of telephone, call boxes and other office equipment affixed to the Premises shall be
subject to the approval of Landlord.



     18. Landlord reserves the right to exclude or expel from the Real Property any person who, in
the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in
any manner do any act in violation of any of these Rules and Regulations.



     19. Tenant, its employees and agents shall not loiter in the entrances or corridors, nor in
any way obstruct the sidewalks, lobby, halls, stairways or elevators, and shall use the same only
as a means of ingress and egress for the Premises.



     20. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate
fully with Landlord to ensure the most effective operation of the Building’s heating and air conditioning system, and shall refrain from attempting to adjust any controls.
This includes the closing of exterior blinds, disallowing the sun rays to shine directly into areas
adjacent to exterior windows.



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



     22. Tenant shall, at no material additional cost or expense, comply with all safety, fire
protection and evacuation procedures and regulations established by Landlord or any governmental
agency.



EXHIBIT C




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     23. Tenant shall assume any and all responsibility for protecting the Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises
closed, when the Premises are not occupied.



     24. Landlord may waive any one or more of these Rules and Regulations for the benefit of any
particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such
Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter
enforcing any such Rules or Regulations against any or all tenants of the Building. However,
Landlord will not enforce the Rules and Regulations in a discriminatory manner.



     25. No awnings or other projection shall be attached to the outside walls of the Building
without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window or door of the Premises without the
prior written consent of Landlord. All electrical ceiling fixtures hung in offices or spaces along
the perimeter of the Building must be fluorescent and/or of a quality, type, design and bulb color
approved by Landlord.



     26. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air
into the halls, passageways or other public places in the Building shall not be covered or
obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the
windowsills.



     27. The washing and/or detailing of or, the installation of windshields, radios, telephones in
or general work on, automobiles shall not be allowed on the Real Property.



     28. Food vendors shall be allowed in the Building upon receipt of a written request from the
Tenant. The food vendor shall service only the tenants that have a written request on file in the
Building Management Office. Under no circumstance shall the food vendor display their products in
a public or Common Area including corridors and elevator lobbies. Any failure to comply with this
rule shall result in immediate permanent withdrawal of the vendor from the Building.



     29. Tenant must reasonably comply with requests by the Landlord concerning the informing of
their employees of items of importance to the Landlord.



     30. Tenant shall comply with any non-smoking ordinance adopted by any applicable governmental
authority.



     31. Tenant and Tenant’s employees, agents, contractors and other invitees shall not be
permitted to bring firearms onto the Real Property or surrounding areas at any time.



     32. So long as Tenant has notice of same, Landlord reserves the right at any time to change or
rescind any one or more of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord’s judgment may from time to time be necessary for
the management, safety, care and cleanliness of the Real Property, and for the preservation of good
order thereof, as well as for the convenience of other occupants and tenants thereof. Landlord
shall not be responsible to Tenant or to any other person for the nonobservance of the Rules and
Regulations by another tenant or other person. However, Landlord will not enforce the Rules and
Regulations in a discriminatory manner. Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.



EXHIBIT C




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EXHIBIT D




FORM OF SNDA




RECORDING REQUESTED BY AND 
AFTER
RECORDING, RETURN TO:




Capmark Finance Inc.

200 Witmer Road

Horsham, PA 19044-8015




Attn:
Executive Vice President – Servicing Administration




 





SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE




SUBORDINATION, NON-DISTURBANCE




AND ATTORNMENT AGREEMENT




     This Subordination, Non-Disturbance and Attornment Agreement (“Agreement”), is made as of this
                    
day of                     , 200___ among                     , not individually, but solely as Trustee
for the Certificate Holders of
                    , Series                     -                     under that certain
{Pooling/Trust} and Servicing Agreement dated as of
                    -,
                     (“Lender”), by and through
Capmark Finance Inc., a California corporation, its [Master] Servicer under said {Pooling/Trust}
and Servicing Agreement,
                    , a                     
 (“Landlord”), and
                    , a                     
(“Tenant”).



33. Background




     A. Lender is the owner and holder of a deed of trust or mortgage or other similar security
instrument (either, the “Security Instrument”), covering, among other things, the real property
commonly known and described as                     , and further described on Exhibit “A” attached
hereto and made a part hereof for all purposes, and the building and improvements thereon
(collectively, the “Property”).



     B. Tenant is the lessee under that certain lease agreement between Landlord and Tenant
dated
                    
(“Lease”), demising a portion of the Property described more particularly in the Lease (“Leased
Space”).



     C. Landlord, Tenant and Lender desire to enter into the following agreements with respect to
the priority of the Lease and Security Instrument.



     NOW, THEREFORE, in consideration of the mutual promises of this Agreement, and intending to be
legally bound hereby, the parties hereto agree as follows:



     1. Subordination. Tenant agrees that the Lease, and all estates, options and rights created
under the Lease, hereby are subordinated and made subject to the lien and effect of the Security
Instrument.



     2. Nondisturbance. Lender agrees that no foreclosure (whether judicial or nonjudicial),
deed-in-lieu of foreclosure, or other sale of the Property in connection with enforcement of the
Security Instrument or otherwise in satisfaction of the underlying loan shall operate to terminate
the Lease or Tenant’s rights thereunder to possess and use the leased space provided, however, that
(a) the term of the Lease has commenced, (b) Tenant is in possession of the premises demised
pursuant to the Lease, and (c) the Lease is in full force and effect and no uncured default exists
under the Lease beyond any applicable notice, cure or grace period.



     3. Attornment. So long as the terms and conditions of Section 2 are being complied with by the
Successor Owner (as hereinafter defined), Tenant agrees to attorn to and recognize as its landlord
under the Lease each party acquiring legal title to the Property by foreclosure (whether judicial
or nonjudicial) of the Security Instrument, deed-in-lieu of foreclosure, or other sale in



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connection with enforcement of the Security Instrument or otherwise in satisfaction of the
underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are
met at the time Successor Owner becomes owners of the Property, Successor Owner shall perform all
obligations of the landlord under the Lease arising from and after the date title to the Property
was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable
for any default, act or omission of any prior landlord under the Lease, (except that Successor
Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and
continuing in nature, and such that Successor Owner’s failure to cure would constitute a continuing
default under the Lease); (b) subject to any offset or defense which Tenant may have against any
prior landlord under the Lease; (c) bound by any payment of rent or additional rent made by Tenant
to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease,
or waiver of Lease terms, made without Lender’s written consent thereto; (e) liable for the return
of any security deposit or other prepaid charge paid by Tenant under the Lease, except to the
extent such amounts were actually received by Lender; (f) liable or bound by any right of first
refusal or option to purchase all or any portion of the Property; or (g) liable for construction or
completion of any improvements to the Property or as required under the Lease for Tenant’s use and
occupancy (whenever arising). Although the foregoing provisions of this Agreement are
self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further
instruments as Lender or a Successor Owner may from time to time reasonably request in order to
confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement,
such liability shall be limited to Successor Owner’s interest in the Property.




     4. Rent Payments; Notice to Tenant Regarding Rent Payments. Tenant agrees not to pay rent more
than one (1) month in advance unless otherwise specified in the Lease. After notice is given to
Tenant by Lender that Landlord is in default under the Security Instrument and that the rentals
under the Lease should be paid to Lender pursuant to the assignment of leases and rents granted by
Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender all rent and all
other amounts due or to become due to Landlord under the Lease, and Landlord hereby expressly
authorizes Tenant to make such payments to Lender upon reliance on Lender’s written notice (without
any inquiry into the factual basis for such notice or any prior notice to or consent from Landlord)
and hereby releases Tenant from all liability to Landlord in connection with Tenant’s compliance
with Lender’s written instructions.



     5. Lender Opportunity to Cure Landlord Defaults. Tenant agrees that, until
the Security Instrument is released by Lender, it will not exercise any remedies under the Lease following a Landlord default without
having first given to Lender (a) written notice of the alleged Landlord default and (b) the
opportunity to cure such default within the time periods provided for cure by Landlord, measured
from the time notice is given to Lender. Tenant acknowledges that Lender is not obligated to cure
any Landlord default, but if Lender elects to do so, Tenant agrees to accept cure by Lender as that
of Landlord under the Lease and will not exercise any right or remedy under the Lease for a
Landlord default. Performance rendered by Lender on Landlord’s behalf is without prejudice to
Lender’s rights against Landlord under the Security Instrument or any other documents executed by
Landlord in favor of Lender in connection with the Loan.



     6. Miscellaneous.



          (a) Notices. All notices under this Agreement will be effective only if made in writing and
addressed to the address for a party provided below such party’s signature. A new notice address
may be established from time to time by written notice given in accordance with this Section. All
notices will be deemed received only upon actual receipt.



          (b) Entire Agreement; Modification. This Agreement is the entire agreement between the parties
relating to the subordination and nondisturbance of the Lease, and supersedes and replaces all
prior discussions, representations and agreements (oral and written) with respect to the
subordination and nondisturbance of the Lease. This Agreement controls any conflict between the
terms of this Agreement and the Lease. This Agreement may not be modified, supplemented or
terminated, nor any provision hereof waived, unless by written agreement of Lender and Tenant, and
then only to the extent expressly set forth in such writing.



          (c) Binding Effect. This Agreement binds and inures to the benefit of each party hereto and
their respective heirs, executors, legal representatives, successors and assigns, whether by
voluntary action of the parties or by operation of law. If the Security Instrument is a deed of
trust, this Agreement is entered into by the trustee of the Security Instrument solely in its
capacity as trustee and not individually.



          (d) Unenforceability. Any provision of this Agreement which is determined by a government body
or court of competent jurisdiction to be invalid, unenforceable or illegal shall be ineffective
only to the extent of such holding and shall not affect the validity, enforceability or legality of
any other provision, nor shall such determination apply in any circumstance or to any party not
controlled by such determination.



          (e) Construction of Certain Terms. Defined terms used in this Agreement may be used
interchangeably in singular or plural form, and pronouns cover all genders. Unless otherwise
provided herein, all days from performance shall be calendar days, and a “business day” is any day
other than Saturday, Sunday and days on which Lender is closed for legal holidays, by government
order or weather emergency.



          (f) Governing Law. This Agreement shall be governed by the laws of the State in which the
Property is located (without giving effect to its rules governing conflicts of laws).



          (g) WAIVER OF JURY TRIAL. TENANT, AS AN INDUCEMENT FOR LENDER TO PROVIDE THIS AGREEMENT AND
THE ACCOMMODATIONS TO TENANT OFFERED HEREBY, HEREBY WAIVES ITS RIGHT, TO THE FULL EXTENT PERMITTED
BY LAW, AND AGREES NOT TO ELECT, A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS
AGREEMENT.



          (h) Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together constitute a fully executed agreement even
though all signatures do not appear on the same document. The failure of any party hereto to
execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from
their respective obligations hereunder.



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     IN
WITNESS WHEREOF, this Agreement is executed this ___ day of                     , 200_.



	 	 	 
	LENDER:

	 	TENANT:
	 
	 	 
	[insert Trustee’s name here], Trustee

	 	[insert Tenant’s name here]
	 
	 	 
	By: Capmark Finance Inc.,

its [Master] Servicer
	 	 






	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	Name:

	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	Title:	 	 	 	 






	 	 	 	 	 
	Lender Notice Address:

	 	Tenant Notice Address:	 	 
	 
	 	 	 	 
	[insert Trustee’s name here], Trustee

	 	[insert Tenant’s name here]	 	 
	c/o Capmark Finance Inc.

	 	 
	 	 
	200 Witmer Road

	 	 

	 	 
	Horsham, PA 19044

	 	 

	 	 
	Attn: Executive Vice President — Servicing Administration

	 	            Attn:

	 	 
	 
	 	 	 	 
	LANDLORD:
	 	 	 	 
	[insert Landlord’s name here]
	 	 	 	 






	 	 	 	 	 
	By:
	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	Landlord Notice Address:

	[insert Landlord’s name here]

	 
	 	 
	 
 

	 
 

	Attn:	 
 







EXHIBIT D




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Notary Acknowledgement for Lender:




	 	 	 
	     
Commonwealth of Pennsylvania

	 	:
	     
County of Montgomery

	 	:ss

:





On
this, the ___ day of                     , 200_, before me, the undersigned Notary Public, personally
appeared                      known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and who acknowledged to me that he/she is an officer of
Capmark Finance Inc. in the capacity stated and that he/she executed the within instrument in
such capacity for the purposes therein contained.




          IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



	 	 	 	 	 
	 

	 	Notary Public	 	 






{seal}




Notary Acknowledgement for Tenant:




	 	 	 	 	 	 	 	 	 
	     
State of

	 	 	 	 	 	:	 	 
	 

	 	 

	 	 	 	:ss	 	 
	     
County of

	 	 	 	 	 	:	 	 
	 

	 	 

	 	 	 	 	 	 






On
this, the ___ day of                     , 200_, before me, the undersigned Notary Public, personally
 appeared                      known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument and who acknowledged to me that he/she is an officer of the
Tenant in the capacity stated and that he/she executed the within instrument in such capacity
for the purposes therein contained.



          IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



	 	 	 	 	 
	 

	 	Notary Public	 	 






{seal}




Notary Acknowledgement for Landlord:




	 	 	 	 	 	 	 	 	 
	     
State of

	 	 	 	 	 	:	 	 
	 

	 	 

	 	 	 	:ss	 	 
	     
County of

	 	 	 	 	 	:	 	 
	 

	 	 

	 	 	 	 	 	 






On
this, the ___ day of                     , 200_, before me, the undersigned Notary Public, personally
 appeared                      known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument and who acknowledged to me that he/she is an officer of the
Landlord in the capacity stated and that he/she executed the within instrument in such capacity
for the purposes therein contained.



          IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



	 	 	 	 	 
	 

	 	Notary Public	 	 






{seal}




EXHIBIT D




Health Management Systems

Corporate Point




-4-









 








Exhibit “A”




(Legal Description of the Property)




EXHIBIT D




Health Management Systems

Corporate Point





-5-












 





	 	 	 
	 

	 	5001 Spring Valley Road
	 

	 	Suite 600-West
	

	 	Dallas, Texas 75244

Telephone: 972.774.2500

Fax 972.774.2546






June 6, 2007




Kurt A. Cherry

Vice President

PM Realty Group

2080 N. Hwy 360, Ste. 390

Grand Prairie, Texas 75050




Kurt:



Health Management Systems has exclusively authorized Transwesten to submit
the following Letter of Intent on their behalf for space requirements at Corporate
Point at 5615 Highpoint Drive in Irving, Texas.




	 	 	 
	Commencement:

	 	10/1/07 (with access to space by 9/1/07 for installation of IT, furniture, etc.)
	 
	 	 
	Term:

	 	68 months (10/1/07-5/31/13)






Rental Rate &

Square Footage:




	 	 	 	 	 	 	 
	Dates	 	SF	 	Floors	 	$/SF
	10/1/07-3/31/08
	 	46,5120	 	3,883sf + 6,081 sf on 1st,
all 5th & 1/2 4th	 	$  0.00
	 
	 	 	 	 	 	 
	4/1/08-9/30/08
	 	46,5120	 	3,883sf + 6,081sf on 1st, all
5th & 1/2 4th	 	$15.50
	 
	 	 	 	 	 	 
	10/1/08-9/30/09
	 	58,708	 	3,883sf + 6,081 sf on 1st,
all 5th & all 4th	 	$16.00
	 
	 	 	 	 	 	 
	10/1/10-9/30/11
	 	58,708	 	same as above	 	$16.50
	 
	 	 	 	 	 	 
	10/1/11-9/30/12
	 	58,708	 	same as above	 	$17.50
	 
	 	 	 	 	 	 
	10/1/12-5/31/13
	 	58,708	 	same as above	 	$17.50






	 	 	 
	Tenant 

Improvements:

	 	
Landlord to provide Tenant $25.00 per total RSF for tenant improvements.
	 
	 	 
	Space Measurement:

	 	The calculation of all rentable and usable square feet and conversion factors shall be the same and consistent with the Building Owner and






The Performance Advantage in Real Estate




 









 








	 	 	 
	 

	 	Refusal Space. If the prospective tenant desires to lease additional space covered by the statement
in addition to the Right of First Refusal Space, Tenant must lease all space on such floor that the
prospective tenant desires to lease if Tenant elects to lease the applicable Right of First Refusal
Space.
	 
	 	 
	Exclusivity:

	 	Landlord shall not lease space to another organization in the building, with a similar use to that
of Tenant for the term of the lease and any extension thereof other than those already tenants’
within the building.
	 
	 	 
	Non-Disturbance 

Agreement:

	 	
Landlord shall use commercially reasonable efforts to obtain a non-disturbance agreement from the
Building’s existing mortgagee. In addition, as a condition precedent to Tenant’s subordination of
the lease to any future mortgagee, such future mortgagee shall provide to Tenant a non-disturbance
agreement.
	 
	 	 
	Parking:

	 	Tenant shall be granted 5.7/1.000sf parking, at no additional charge throughout the term. Tenant
shall have the right at its sole cost and expense and subject to Las Colinas Association review
and approval to construct up to forty (40) carports on the surface parking lot. The location of
which would also be subject to Landlord’s reasonable approval
	 
	 	 
	Abandonment:

	 	Tenant shall not be in default for vacating the Premises so long as Tenant pays its rent per the
lease agreement, and is not in default of other provisions of the lease.
	 
	 	 
	Relocation:

	 	Landlord shall not have any rights to relocate Tenant from Tenant’s lease premises.

	 
	 	 
	Unencumbered/

Ground Lease:

	 	
Landlord will represent and warrant that the leasehold space is not encumbered by the rights of
other parties, such as rights of first refusal, rights of first offer, options to purchase,
expansion options; etc.
	 
	 	 
	Environmental &

Toxic Materials:

	 	
Landlord shall have the express responsibility to advise Tenant of any environmental and/or toxic
materials which are located in, on or about the Premises, parking area, storage area, or other
parts of the building. It shall be the responsibility of Landlord, at its sole cost and expense, to
remove any environmental and/or toxic materials prior to the commencement of Tenant’s improvement
construction,






The Performance Advantage in Real Estate




 









 








	 	 	 
	 

	 	and to indemnify and hold Tenant harmless from any future action, which might occur as a result of
the presence of environmental and/or toxic materials.
	 
	 	 
	 

	 	Further, Landlord’s cost for the removal of environmental and/or toxic materials in Tenant’s
Premises or in any other location in the building shall be excluded from operating costs which
would otherwise be passed through to Tenant, and shall be excluded from the cost of tenant
improvements.
	 
	 	 
	Signage:

	 	Subject to Landlord’s & Las Colinas Association approval Tenant may, at its sole cost and expense,
utilize the existing monument signage for corporate identification. At such time that Tenant
occupies fifty (50%) percent of the Building, Tenant shall have the right to install, at its sole
cost and expense, second floor spandrel signage.
	 
	 	 
	Sublease and

Assignment Right:

	 	
Tenant shall be given the continuing right to assign the lease or sublet all or any portion of the
premises at any time during the primary term or extensions thereof with Landlord’s consent not
being unreasonably withheld and/or delayed and that they retain 100% of any rentals resulting from
the sublease(s) or assignments.
	 
	 	 
	The Americans with

Disabilities Act of

1990:

	 	

Landlord shall fully responsible for all code (including ADA, fire life safety, etc.) compliance
outside of Tenant’s space and for all code compliance within the restrooms throughout the lease
term.
	 
	 	 
	Fixtures:

	 	Tenant shall have the right to remove all affixed appurtenances including, but not limited to
fixtures, wall-mounted cabinets, computer and/or electronic equipment, may be removed by Tenant
upon vacating the premises provided that any damage caused to premises by said removal be repaired
to its original condition with reasonable wear and tear excepted.
	 
	 	 
	Commissions:

	 	Landlord agrees to pay Transwestern a fair market commission in accordance with a separate
agreement.






The Performance Advantage in Real Estate




 









 







This Letter of Intent is an outline of the major lease provisions only, and is neither a binding
legal agreement nor should it be construed as a legal offer to lease, and will be subject to Health
Management Systems, Inc. Board of Directors approval. A reservation of space can only be made upon
the full execution of a lease agreement mutually satisfactory to both parties. Please execute this
offer where indicated below as your acknowledgement and agreement of these terms and indication of
your intention to enter into a new lease agreement accordingly.




Sincerely,




TRANSWESTERN



Evonne N. Keene, SIOR

Sr. Vice President, Tenant Advisory Services




Cc: Steven J. Conrad, Transwestern




Agreed to Terms and Conditions listed above:




	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	 

Health Management Systems, Inc.

	 	 
	 	 

Equastone High Point, LP
	 	 
	 
	 	 	 	 	 	 
	Thomas G. Archhold, CFO
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name and Title

	 	 	 	Name and Title	 	 
	 
	 	 	 	 	 	 
	6/6/07
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 






The Performance Advantage in Real Estate