exv10w8



 








EXHIBIT 10.8




AMENDED AND RESTATED

OFFICE LEASE AGREEMENT




THIS AMENDED AND RESTATED LEASE AGREEMENT, (“Lease”) is made this 13th  day of
December, 2005 between Donnell Investments, L.L.C., a Texas limited liability corporation,
hereinafter called “Landlord”, and Aerospace Insurance Managers, Inc., hereinafter called
“Tenant”, is effective retroactively to September 15, 2005 and is in substitution of, replaces and
supersedes for all purposes that certain OFFICE LEASE AGREEMENT between the same parties
previously made on September 15, 2005



LEASE OF PREMISES




In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord, subject to all the terms and conditions hereinafter set forth, those
certain premises (hereinafter called the “Premises”) set forth in Items 1 and 2 of the Basic Lease
Provisions and shown on the drawings attached hereto and made a part hereof as Exhibit “A”. The
office building in which the Premises are located (the “Building”), the structured and surface
parking which serve the Building as well as adjacent buildings (the “Parking Facilities”), all
improvements and appurtenances to the Building and the land on which the Building, Parking
Facilities, improvements and appurtenances are situated, are referred to collectively herein as
the “Project”, all as shown on Exhibit “A”. The Project is located within that certain development
of Landlord in the Building area more particularly shown in Exhibit “A”, attached hereto
(hereinafter called the “Complex”) The land, of which the Project is a part, is more particularly
described in Exhibit “A” attached hereto.



BASIC LEASE PROVISIONS





	1.	 	Building Name and Address: 14990 Landmark Boulevard, Addison, Texas 75254
	 
	2.	 	Suite #: 300       Floor: 3rd






	 	a.	 	Rentable Area: 8,925 square feet.
	 
	 	b.	 	Usable Area: (See “Exhibit B”)






	3.	 	Total Rentable Area of Building: 17,849 square
feet.
	 
	 	 	Tenant’s Building Expense Percentage: 50.00
	 
	 	 	(See Article 2)
	 
	4.	 	a.





	 	 	 	 	 	 	 
	 	 	Basic Rent:	 	Period	 	Annual Rental Rate
	 

	 	$13,387.00/month
	 	September 15, 2005 to September 30,2008
	 	$18.00/sq.ft./year
	 

	 	14,503.00/month
	 	October 1, 2008 to September 30, 2010
	 	$19.50/sq.ft./year







	 	b.	 	Tenant’s Expense Stop: 2005 Base Year Expenses. (See Article 2) are estimated
at $8.00





			
	 	 	 
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	 	 	 	per square
foot. Subsequent Year Expense Increases to be estimated by Landlord at beginning of
each calendar
year.
	 
	 	c.	 	Additional Rent, initial monthly installment representing Tenant’s
Proportionate Share of Operating
Expenses including Electric as defined in Article 2 less $8.00 per square foot.
	 
	 	d.	 	Initial monthly installment of Basic Rent: $13.387.00, payable to Landlord upon
execution of the Lease by Tenant. Effective October 1, 2008, basic and additional rent
payable to the Landlord is $14,503 payable in equal monthly installments.
	 
	 	e.	 	Parking Facilities: spaces to be assigned at the discretion of the Landlord






	5.	 	Primary Term: September 15, 2005 — September 30, 2010
	 
	6.	 	Commencement Date: September 15, 2005
	 
	7.	 	Security Deposit: $10.00, payable to Landlord upon execution of the Lease by Tenant.
	 
	8.	 	Broker(s): N/A
	 
	9.	 	Permitted Use: General Office, in keeping with the first class standards of the Complex.
	 
	10.	 	Space Plan Approval Date: N/A
	 
	11.	 	Addresses for notices due under this Lease:





	 	 	 	 	 
	 

	 	Landlord: Donnell Investments
	 	Tenant: Aerospace Insurance






	 	 	 	 	 	 	 
	 	 	Mgrs., Inc.	 	 
	 

	 	 	 	14990 Landmark Boulevard, Suite 300
	 	14990 Landmark Blvd.,
	 

	 	 	 	Suite 300
	 	Dallas, TX 75254
	 

	 	 	 	Dallas, TX 75254
	 	 





Each reference in this Lease to any of the Basic Lease Provisions shall be construed to incorporate
all of the terms provided under each such Basic Lease Provision.




			
	 	 	 
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TABLE OF CONTENTS




	 	 	 	 	 
	Article 1 - Term and Possession 
	 	 	4	 
	 
	 	 	 	 
	Article 2 - Rent 
	 	 	5	 
	 
	 	 	 	 
	Article 3 - Security Deposit 
	 	 	11	 
	 
	 	 	 	 
	Article 4 - Occupancy and Use 
	 	 	11	 
	 
	 	 	 	 
	Article 5 - Utilities and Services 
	 	 	12	 
	 
	 	 	 	 
	Article 6 - Repairs, Maintenance, Alterations 
	 	 	14	 
	 
	 	 	 	 
	Article 7 - Insurance, Fire and Casualty 
	 	 	15	 
	 
	 	 	 	 
	Article 8 - Condemnation 
	 	 	18	 
	 
	 	 	 	 
	Article 9 - Liens 
	 	 	19	 
	 
	 	 	 	 
	Article 10 - Taxes On Tenant’s Property 
	 	 	19	 
	 
	 	 	 	 
	Article 11 - Subletting and Assigning 
	 	 	19	 
	 
	 	 	 	 
	Article 12 - Transfers By Landlord 
	 	 	21	 
	 
	 	 	 	 
	Article 13 - Default 
	 	 	22	 
	 
	 	 	 	 
	Article 14 - Notices 
	 	 	24	 
	 
	 	 	 	 
	Article 15 - Excavation 
	 	 	24	 
	 
	 	 	 	 
	Article 16 - Miscellaneous Provisions 
	 	 	24	 
	 
	 	 	 	 
	Exhibit A — Floor Plan 
	 	 	30	 
	 
	 	 	 	 
	Exhibit A-1 Legal Description 
	 	 	31	 
	 
	 	 	 	 
	Exhibit B — Area Definitions 
	 	 	32	 
	 
	 	 	 	 
	Exhibit C —Acceptance of Premises Memorandum 
	 	 	34	 
	 
	 	 	 	 
	Exhibit D- Rules and Regulations 
	 	 	35	 
	 
	 	 	 	 
	Exhibit E- Hazardous Substances 
	 	 	39	 
	 
	 	 	 	 
	Exhibit F- Parking Facilities 
	 	 	40	 
	 
	 	 	 	 
	Exhibit G- Renewal Option
	 	 	41	 






			
	 	 	 
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ARTICLE I




TERM AND POSSESSION




SECTION 1.01. COMMENCEMENT AND EXPIRATION. The Primary Term of this Lease shall be the period of
time specified in Item 5 of the Basic Lease Provisions. The Term shall commence on the date on
which (i) (a) a temporary or final certificate of occupancy for the Premises is or has been issued
by the appropriate municipality and (b) Landlord has previously given Notice of Tender under
Section 1.02 or (ii) Tenant takes actual possession of part or all of the Premises. The term of
this Lease shall expire, without notice to Tenant, on the Expiration Date. If the Lease commences
on any day other than the first day of a calendar month, the term of the Lease shall be extended by
that part of one month necessary to cause the expiration of the term to be on the last day of a
calendar month. The dates of commencement (“Commencement Date”) and expiration (“Expiration Date”),
shall be documented by Landlord and Tenant by execution of an “Acceptance of Premises Memorandum”
attached hereto as Exhibit “C” and made a part hereof.



SECTION 1.02. CONSTRUCTION OF LEASE SPACE IMPROVEMENTS AND POSSESSION. Landlord will perform or
cause to be performed the Tenant Work as specified, subject to events and delays beyond its control
(including delays occurring after its Notice of Tender) for which Landlord will not be liable to
Tenant in any way. Landlord will tender the Premises to Tenant by providing fifteen (15) days prior
written notice of the day on which its work will be substantially completed (the “Notice of
Tender”). Upon delivery of possession of the Premises to Tenant, Landlord and Tenant shall execute
the above-mentioned Acceptance of Premises Memorandum, which, in addition to memorializing the
Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the
Premises and their condition, and that the Premises and the Building are satisfactory in all
respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which
Landlord will complete as soon as reasonably practicable. If Tenant takes possession of the
Premises, Tenant shall be deemed to have accepted the Premises even though the Acceptance of
Premises Memorandum may not have been executed and the Commencement Date of this Lease shall be the
first day Tenant takes possession.



SECTION 1.03. SURRENDER OF THE PREMISES. Upon the expiration or earlier termination of this Lease,
or upon the exercise by Landlord of its right to re-enter the Premises without terminating this
Lease, Tenant shall immediately surrender the Premises and all keys to the Premises to Landlord,
together with all alterations, improvements and other property as provided elsewhere herein, in
good order, condition and repair, except for ordinary wear and tear; provided that at Landlord’s
written request, which request shall be delivered to Tenant as provided in Section 6.02C herein,
Tenant shall remove at its expense any Tenant Alterations to the Premises, except those alterations
resulting from the Tenant Work or any other alterations as approved by Landlord, which have become
a part of and otherwise would have remained with the Premises. Tenant shall, at its expense,
promptly repair any damage caused by removal of any Tenant Alterations requested by Landlord as
aforesaid, and shall restore the Premises to the condition existing prior to the installation of
the items removed. If Tenant fails to surrender the Premises in the condition aforesaid,
then Landlord may restore the Premises to such a condition at Tenant’s expense.



Any personal or trade fixtures left by Tenant which remain in the Premises or in Landlord’s custody
for more than thirty (30) days after expiration or earlier termination of this Lease shall be
considered abandoned and Landlord may dispose of same in such manner as Landlord deems advisable
without liability to Tenant.



SECTION 1.04. HOLDING OVER. In the event Tenant, or any party under Tenant claiming rights to this
agreement, retains possession of the Premises after the expiration or earlier termination of this
Lease, such



			
	 	 	 
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possession shall be an unlawful detainer, and no tenancy or interest shall result from such
possession; such parties shall be subject to eviction and removal, and Tenant or any such party
shall pay Landlord as rent for the period of such holdover an amount equal to one and one-half
times the then current fair market rent for the Premises or one and one-half times the Basic Rent
previously in effect, whichever is greater, during the time of holdover. In the event Tenant
releases possession of the Premises during such holdover period on any day other than the last day
of a calendar month, then such holdover period shall be extended by that part of one month
necessary to cause the expiration of the holdover period to expire on the last day of a calendar
month. Tenant shall also pay any and all damages sustained by Landlord as a result of any such
holdover beyond fifteen (15) days after Landlord delivers notice to Tenant to so vacate. Tenant
will vacate the Premises and deliver same to Landlord immediately upon Tenant’s receipt of notice
from Landlord to so vacate. The Rent during such holdover period shall be payable to Landlord on
demand. No holding over by Tenant shall operate to extend this Lease.



SECTION 1.05. NO WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED HEREIN,
TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO WARRANTIES REGARDING THE PREMISES EXCEPT AS SPECIFICALLY
PROVIDED IN THIS LEASE AND LANDLORD HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY THAT THE
PREMISES ARE SUITABLE FOR THEIR INTENDED COMMERCIAL PURPOSE. TENANT HAS HAD A FULL AND FAIR
OPPORTUNITY TO INSPECT THE PREMISES AND FINDS THAT THE PREMISES SUIT TENANT’S PURPOSES. TENANT HAS
KNOWLEDGE OF THE PREMISES AND WITH THIS KNOWLEDGE HAS VOLUNTARILY AGREED TO DISCLAIM THE IMPLIED
WARRANTY OF SUITABILITY. BOTH LANDLORD AND TENANT HAVE EXPRESSLY BARGAINED FOR AND AGREED TO THIS
DISCLAIMER. FOR AND IN CONSIDERATION OF THE EXECUTION OF THIS LEASE, LANDLORD AND TENANT AGREE THAT
LANDLORD WOULD NOT HAVE SIGNED THIS LEASE BUT FOR THE WAIVER CONTAINED HEREIN, AND TENANT WAIVES
ANY WARRANTY REGARDING THE PREMISES EXCEPT THOSE EXPRESSLY PROVIDED IN THIS LEASE.



ARTICLE 2




RENT




SECTION 2.01. BASIC RENT. Tenant shall pay as Basic Rent for the Premises the annual sum shown in
Item 4(a) of the Basic Lease Provisions. The Basic Rent shall be payable in equal monthly
installments in advance, without demand or deduction, commencing on the Commencement Date and
continuing on the first day of each calendar month thereafter. If the term of this Lease commences
on a day other than the first day of a calendar month, the rent for such partial month shall be
prorated in the proportion that the number of days this Lease is in effect during such partial
month bears to the number of days in that calendar month.



SECTION 2.02. ADDITIONAL RENT.




	A.	 	Definitions. For purposes of this Section 2.02, the following definitions shall apply:






	 	1.	 	“Additional Rent” shall mean the amount of “Tenant’s Proportionate Share of
Operating Expenses”, as defined in Section 2.02 A 8 and “Tenant’s Proportionate Share
of Electrical Expenses” as defined in Section 2.02 A 9 hereof, for a particular
calendar year, or portion thereof.
	 
	 	2.	 	“Operating Expenses” shall mean the total of all actual costs, expenses and
disbursements incurred or paid by Landlord in connection with the management,
operation, maintenance (including cleaning, protecting and servicing), and repair of
the Building for





			
	 	 	 
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	 	 	 	a particular calendar year or portion thereof as reasonably and consistently
determined by Landlord. Operating expenses shall include, without limitation, (i)
the cost of air-conditioning, heating, mechanical, ventilation and elevator systems
and all other utilities, except electricity, and the cost of supplies and equipment
and maintenance and service contracts in connection therewith, (ii) the cost of
repairs, general maintenance, cleaning, trash removal, telephone service, janitorial
service, light bulb and tube replacement, and supplies and security service, (iii)
the cost of fire, extended coverage, boiler, sprinkler, apparatus, public liability,
property damage, rent, earthquake and all other insurance, (iv) wages, salaries and
other labor costs, including taxes, insurance, retirement, medical and other
employee benefits, (v) fees, charges and other costs including management fees,
consulting fees, legal fees and accounting fees of all independent contractors
engaged by Landlord or reasonably charged by Landlord if Landlord performs such
services (including, without limitation, the management fee payable to the property
manager), (vi) the cost of supplying, replacing and cleaning employee uniforms,
(vii) the cost of the property manager’s offices in the Complex, provided such
office is devoted to the management, operation, maintenance or repair of the Project
and the Complex, (viii) the cost of business taxes and licenses, (ix) all costs of
operating, cleaning, maintaining, servicing, repairing and staffing the Parking
Facilities and associated landscaped areas, (x) all Real Property Taxes as
hereinafter defined, (xi) any fees or charges imposed by any federal, state or local
government for fire protection, police, trash or other similar service which does
not constitute a Real Property Tax, (xii) landscaping, (xiii) Cost Saving Capital
Improvement Amortization, as hereinafter defined, (xiv) any other expenses of any
kind whatsoever reasonably incurred for managing, operating, maintaining and
repairing the Project. Certain of the foregoing expenses may be incurred by Landlord
for the Building in conjunction with one or more additional buildings in the Complex
(“Shared Expenses”) in which event, Operating Expenses will include the Building’s
pro-rata share of any such Shared Expenses, calculated as follows: The Building’s
pro-rata share of any category of Shared Expense shall be equal to the total of such
Shared Expense category multiplied by a fraction, the numerator of which is the
total Rentable Area in the Building and the denominator of which is the total
Rentable Area of all buildings incurring such category of Shared Expenses, Operating
Expenses and Shared Expenses shall exclude any expenses paid for directly by Tenant
or by any other tenants of the Project and/or Complex. Operating Expenses shall be
adjusted to reflect 95% occupancy of the Building during any period in which the
Building is less than 95% occupied.
	 
	 	3.	 	“Real Property Taxes” shall mean all taxes, assessments (special or otherwise)
and charges levied upon or with respect to the Project and ad valorem taxes for any of
Landlord’s personal property used in connection therewith. Real Property Taxes shall
include, without limitation, any tax, fee or excise on the act of entering into this
Lease, on the occupancy of Tenant, any rental hereunder or in connection with the
business of owning and/or renting space in the Project which are now or hereafter
levied, assessed or imposed or assessed against Landlord by the United States of
America, any State or any political subdivision, and shall also include any other tax,
assessment, fee or excise, however described (whether general or special, ordinary or
extraordinary, foreseen or unforeseen) which may be levied, assessed or imposed in lieu
of, as a substitute, in whole or in part, for or as an addition to, any other Real
Property Taxes. Landlord may pay any such special assessments in installments when
allowed by law, in which case, Real Property Taxes shall include any interest charged.
Real Property Taxes shall not include income, franchise, transfer, inheritance or
capital stock taxes, unless, due to a change in the method of taxation, any of such
taxes are levied, assessed or imposed against Landlord in lieu of, or as a substitute,
in whole or in part, for or as an addition to, any other tax which would





			
	 	 	 
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	 	 	 	otherwise constitute a Real Property Tax. Real Property Taxes shall also include
reasonable legal fees, costs and disbursements incurred in connection with
proceedings to contest, determine or reduce Real Property Taxes.
	 
	 	4.	 	“Cost Saving Capital Improvements” shall mean any equipment, device or other
improvement acquired prior or subsequent to the completion of the initial construction
of the Building or any other portion of the Project (i) reasonably anticipated to
achieve economies in the operation, maintenance and repair of the Building or other
portion of the Project (including the Common Areas), (ii) to comply with any statute,
ordinance, code, mandatory controls or guidelines more particularly described in
Section 5.05, or (iii) to comply with any other governmental requirement with respect
to the Building or any other portion of the Project (including the Common Areas),
including without limitation, fire, health, safety or construction requirements, if the
cost thereof is capitalized on the books of Landlord in accordance with generally
accepted accounting practices.
	 
	 	5.	 	“Cost Saving Capital Improvement Amortization” shall mean the amount determined
by multiplying the actual cost of each Cost Saving Capital Improvement acquired by
Landlord by the constant annual percentage required to fully amortize such cost over
the useful life of the Cost Saving Capital Improvement (as reasonably estimated by
Landlord at the time of acquisition). The Cost Saving Capital Improvement Amortization
shall be allocated and charged to Tenant as an amount per square foot of Rentable Area
of the Premises in accordance with consistent management practices.
	 
	 	6.	 	“Tenants Building Expense Percentage” shall mean the percentage specified in
Item 3 of the Basic Lease Provisions. This percentage is determined and shall be
redetermined if additional Rentable Area is added to the Premises, by dividing Rentable
Area in the Premises as specified in Item 2 of the Basic Lease Provisions, by the total
Rentable Area in the Building.
	 
	 	7.	 	“Tenant’s Expense Stop” shall be the dollar amount per square foot of Rentable
Area per annum of the Premises as specified in Item 4(b) of the Basic Lease Provisions.
	 
	 	8.	 	“Tenant’s Proportionate Share of Operating Expenses” shall be the dollar amount
by which the product of Tenant’s Building Expense Percentage multiplied by the
Operating Expenses exceeds the product of Tenant’s Expense Stop multiplied by the
number of square feet of Rentable Area in the Premises.
	 
	 	9.	 	“Tenant’s Proportionate Share of Electrical Expenses” shall be the dollar
amount equal to the product of Tenant’s Building Expense Percentage multiplied by the
Electrical Expenses. Landlord shall invoice Tenant each month for Tenant’s
Proportionate Share of Electrical Expenses during the term of this Lease and Tenant
shall promptly pay such invoice with ten (10) days from receipt at address as described
in Section 11 of the Basic Lease Provisions. However, if the Premises have a separate
electric meter then Tenant’s Proportionate Share of Electrical Expenses shall be
calculated as follows, (i) the cost of electricity directly metered to the Premises
plus (ii) pro rata share of the electricity required for the central plant, plus (iii)
Tenant’s Building Expense Percentage multiplied by that portion of the Electrical
Expenses allocable to the common areas of the Project.
	 
	 	10.	 	“Electrical Expenses” shall mean the electrical charges incurred by the
Project.






	B.	 	Operating Expense Exclusions.





			
	 	 	 
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	 	 	 	The following shall be excluded from the definition of Operating Expenses as set forth in
Section 2.A2 above.






	 	1.	 	Costs of labor 02 and materials, and contract costs, of other services directly
and separately charged to other tenants or subtenants in the Complex, other than
through operating expenses charged to such tenants and subtenants.
	 
	 	2.	 	Costs incurred in connection with leasing, licensing or otherwise granting the
right to use space in the Complex, and the extension or renewal thereof, including
without limitation, leasing commissions, brokerage or finder’s fees, marketing costs,
legal and consulting fees, advertising expenses, and payments, free rent, lease
takeover obligations and other inducements.
	 
	 	3.	 	Costs of constructing or renovating space for tenants or other subtenants or
space vacated by any tenants or other subtenants in the Complex.
	 
	 	4.	 	Costs of utilities directly and separately charged to other tenants or
subtenants in the Complex, other than through operating expenses charged to such
tenants and subtenants.
	 
	 	5.	 	Depreciation (except for depreciation, in accordance with generally accepted
accounting and management practices, of the costs of tools, maintenance equipment,
uniforms and similar items purchased by Landlord to enable Landlord to supply services
Landlord might otherwise contract for with a third party where such depreciation would
otherwise have been included in the charge for such third party’s services).
	 
	 	6.	 	All debt or financing costs other than Cost Saving Capital Improvement
Amortization, including without limitation, interest, points and fees on debt,
amortization payments on mortgages or deeds of trust, and ground lease payments
(except to the extent attributable to the cost of tools, maintenance equipment,
uniforms and similar items purchased by Landlord to enable Landlord to supply services
Landlord might otherwise contract for with a third party).
	 
	 	7.	 	Legal and other related expenses associated with the negotiation, amendment,
and enforcement of leases and other agreements regarding occupancy of the Building, or
the defense of Landlord’s title to the Building and legal and other related expenses
which are incurred in the management of Landlord’s internal partnership affairs such as
preparing tax returns, disputes between Landlord’s partners, disputes between Landlord
and/or the property manager for the Building, preparing amendments to the partnership
agreement of Landlord, preparing assignments of partnership interests in Landlord’s
partnership, admitting new partners to Landlord’s partnership and the like.
	 
	 	8.	 	Landlord’s general corporate overhead and general administrative expenses
except for costs directly related to the management and operation of the Building.
	 
	 	9.	 	Any compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord, if any, and costs incurred in connection with the
operation, maintenance and management of commercial concessions operated in space which
is not included in the rentable area of the Complex.
	 
	 	10.	 	Costs separately reimbursed (including without limitation by virtue of fees or
other





			
	 	 	 
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	 	 	 	charges therefor payable) to Landlord by others, including without limitation
reimbursement under warranties, by insurance carriers, by condemning authorities, or
by tenants other than operating expenses charged to such tenants, occupants or other
users of the Complex.
	 
	 	11.	 	Costs to acquire, construct, equip and complete the Complex, including without
limitation, the cost of all Building Systems except as such costs are reflected in (i)
the Basic Rent or (ii) Cost Saving Capital Improvement Amortization.
	 
	 	12.	 	Costs of any subsidies or credits to any restaurant, food stand or other food
service or retail operation of any kind in the Complex.
	 
	 	13.	 	Costs in connection with the purchase or sale of the Complex, or of Landlord,
or any portion of or interest (direct or indirect) in either.
	 
	 	14.	 	Costs expressly excluded from Operating Expenses pursuant to any other
provision of this Lease.
	 
	 	15.	 	Costs incurred by Landlord due to the violation by Landlord or any tenant (or
other occupant) of the terms and conditions of any lease (or other occupancy agreement)
for space in the Complex, but only if such violation has been determined to occur by a
final judicial order.
	 
	 	16.	 	Contributions to civic or charitable organizations.
	 
	 	17.	 	Costs arising out of the default or breach by Landlord under any contract,
including without limitation attorneys fees, court costs, penalties and interest due to
late payment, but only if such default or breach has been determined to occur by a
final judicial order.
	 
	 	18.	 	Costs of correcting latent defects in Premises which are disclosed to Landlord
within one year after the Commencement Date.






	C.	 	Payment Obligation. In addition to the Basic Rent specified in this Lease, Tenant shall pay
to Landlord as Additional Rent for the Premises, in each calendar year or partial calendar
year during the term of this Lease, an amount equal to Tenant’s Proportionate Share of
Operating Expenses for such calendar year.






	 	1.	 	Payment of Tenant’s Proportionate Share of Operating Expenses: Tenant’s
Proportionate Share of Operating Expenses for the remainder of the calendar year after
the Commencement Date has been estimated in Item 4b of the Basic Lease Provisions and
for each subsequent calendar year (or partial calendar year) shall be estimated by
Landlord and written notice thereof shall be given to Tenant at least thirty (30) days
prior to the beginning of each calendar year, or as soon thereafter as is reasonably
practical. For any such remainder of the calendar year after the Commencement Date,
Tenant shall pay to Landlord each month, at the same time the Basic Rent is due, an
amount equal to the amount of such estimated Additional Rent for the remainder of such
calendar year divided by the number of months remaining in such year; and for each
calendar year thereafter Tenant shall pay to Landlord each month, at the same time the
Basic Rent is due, an amount equal to one-twelfth (1/12) of the estimated annual
Additional Rent due.





			
	 	 	 
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	 	2.	 	Payment of Tenant’s Proportionate Share of Electrical Expenses: Tenant’s

Proportionate Share of Electrical Expenses for the remainder of the calendar year
after the Commencement Date has been estimated in Item 4c of the Basic Lease
Provisions and for each subsequent calendar year (or partial calendar year) shall be
estimated by Landlord and written notice thereof shall be given to Tenant at least
thirty (30) days prior to the beginning of each calendar year, or as soon thereafter
as is reasonably
	 
	 	 	 	practical. For any such remainder of the calendar year after the Commencement Date,
Tenant shall pay to Landlord each month, at the same time the Basic Rent is due, an
amount equal to the amount of such estimated Additional Rent for the remainder of
such calendar year divided by the number of months remaining in such year; and for
each calendar year thereafter Tenant shall pay to Landlord each month, at the same
time the Basic Rent is due, an amount equal to one-twelfth (1/12) of the estimated
annual Additional Rent due.
	 
	 	3.	 	Revisions in Estimated Additional Rent: If Operating Expenses or Electrical
Expenses increase during a calendar year, Landlord may revise the estimated Additional
Rent during such year by giving Tenant written notice to that effect, and thereafter
Tenant shall pay to Landlord, in each of the remaining months of such year, an
additional amount equal to the amount of such increase in the estimated additional Rent
divided by the number of months remaining in such year.
	 
	 	4.	 	Adjustments to Actual Additional Rent: Within ninety (90) days after the end
of each calendar year, or as soon thereafter as is reasonably possible, Landlord shall
prepare and deliver to Tenant a statement showing Tenant’s actual Additional Rent for
the previous calendar year. Within thirty (30) days after receipt of the
aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit
against the next Additional Rent payment or payments due from Tenant, as the case may
be, the difference between tenant’s actual Additional Rent for the preceding calendar
year and the estimated Additional Rent paid by Tenant during such year.






	D.	 	Rent: The Basic Rent, the Additional Rent, and all other sums required to be paid by Tenant
hereunder, including any sums due under the Agreement for Construction, are sometimes
collectively referred to as, and shall constitute, “Rent.”
	 
	 	 	Rent shall be paid by Tenant when due, without prior demand therefor and without deduction
or set off unless otherwise specifically provided herein, at the office of the property
manager or at such other place as Landlord may designate in writing.
	 
	 	 	In the event any installment of Rent under this Lease shall not be paid when due a “Late
Charge” ten percent (10%) per each dollar so overdue of such installment may be charged by
Landlord, for the purpose of defraying Landlord’s administrative and other expenses incident
to the handling of such overdue payments. Landlord and Tenant agree that such late charge
will fairly compensate Landlord for such administrative and other expenses which both
parties agree cannot be determined precisely.
	 
	E.	 	Audit Rights: Landlord agrees that it will maintain complete and accurate records of all
costs, expenses and disbursements which are incurred by Landlord, its employees, agents and/or
contractors, with respect to Operating Expenses and the constituent components thereof.
Tenant and/or its employees or a nationally recognized CPA firm, at Tenant’s sole cost and
expense, shall have the right to inspect and/or audit not more often than once per calendar
year Landlord’s books and records relating to this Lease for any year or years during the Term
of this Lease but such audit shall only be for the preceding year of the Term of this Lease.
Any such inspection and/or audit shall be conducted at Landlord’s office during normal
business hours and





			
	 	 	 
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	 	Page 10 of 41







 









 









	 	 	Tenant must give Landlord notice of Tenant’s intent to audit within ninety (90) days after
Tenant has received a statement setting forth the prior Lease Year’s Operating Expenses
chargeable to Tenant and if such notice is not sent by Tenant within ninety (90) days then
Tenant waives its right to an audit for that Lease Year. Such audit will be at Tenant’s sole
expense, provided that Landlord agrees to reimburse Tenant for the professional or
accounting costs and expenses incurred by Tenant in connection with any such inspection
and/or audit shall have been overstated by ten percent (10%) or more. The right of Tenant to
audit and any audit by Tenant of Landlord’s books and records shall not affect the
obligation of Tenant to pay, in accordance with the terms hereof, estimated Additional Rent
subject, however, to Landlord’s reimbursement and/or reconciliation obligations set forth
herein. Landlord’s and Tenant’s obligations to reconcile estimated Additional Rent with
Additional Rent shall survive the expiration or termination of this Lease for a period not
to exceed one (1) year after the termination or expiration of this Lease. Tenant and its
representatives shall keep any such audit confidential and shall sign appropriate
confidentiality agreements except as such disclosure is required by judicial proceedings or
compliance with regulatory requirements or as necessary for Tenant’s attorneys, accountants,
employees, and consultants in undertaking such audit and performing Tenant’s usual business,
but any disclosure of such audit to another tenant in the Complex is prohibited.





ARTICLE 3




SECURITY DEPOSIT




Tenant shall pay to Landlord the sum set forth in Item 7 of the Basic Lease Provisions as security
for the performance of the terms hereof by Tenant. Tenant shall not be entitled to interest
thereon. If Tenant defaults with respect to any provision of this Lease, Landlord may, but shall
not be required to, use, apply or retain all or any part of this security deposit for the payment
of any Rent or any other sum in default, or the payment of any other amount which Landlord may
spend or become obligated to spend by reason of Tenant’s default, including, without limitation,
costs and attorneys’ fees incurred by Landlord to recover possession of the Premises. If any
portion of said deposit is so used or applied, Tenant shall, upon 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 constitute a default hereunder by Tenant. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by it, the security deposit shall
be returned to Tenant within thirty (30) days of the Expiration Date, if Tenant shall actually
vacate the Premises by such date.



ARTICLE 4




OCCUPANCY AND USE




SECTION 4.01. USE OF PREMISES. The Premises shall be used solely for the purpose specified in Item
9 of the Basic Lease Provisions. Tenant will not use, occupy or permit the use or occupancy of the
Premises for any purpose which is forbidden by law, ordinance or governmental or municipal
regulation or order, or which may be dangerous to life, limb or property; or permit the maintenance
of any public or private nuisance; or cause picketing or striking; or do or permit any other thing
which may disturb the quiet enjoyment of any other tenant of the Project; or keep any substance or
carry on or permit any operation which might emit offensive odors or conditions into other portions
of the Project; or at any time sell, purchase, or give away, or permit, except with Landlord’s
prior written approval, the sale, purchase, or gift of food in any form by or to any of Tenant’s
agents or employees or other parties in the Premises; or use any apparatus which might make undue
noise or set up vibrations in the Project; or permit anything to be done which would increase the
fire and extended coverage insurance rate on the Project or contents, and if there is any



			
	 	 	 
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	 	Page 11 of 41






 









 





increase in such rate by reason of acts of Tenant, then Tenant agrees to pay such increase promptly
upon demand therefor by Landlord. Payment by Tenant of any such rate increase shall not be a waiver
of Tenant’s duty to comply herewith.



SECTION 4.02. RULES AND REGULATIONS. The “Rules and Regulations” attached hereto as Exhibit E are
hereby made a part hereof and Tenant agrees to comply with all such Rules and Regulations.
Landlord shall have the right at all times to change the Rules and Regulations or to amend them in
any reasonable manner. All changes and amendments will be sent by Landlord to Tenant in writing
and shall be thereafter carried out and observed by Tenant.



SECTION 4.03. SIGNS. Tenant shall not inscribe, paint, affix or display any signs, advertisements
or notices on or in the Building or the Project, except for such tenant identification information
as Landlord permits to be included or shown on the directory in the main lobby and adjacent to the
access door or doors to the Premises. All such signage must conform with (i) signage and graphics
standards established by Landlord from time to time and (ii) applicable city ordinances and
governmental regulations.



SECTION 4.04. ACCESS. Landlord or its authorized agents shall at any and all reasonable times have
the right to enter the Premises to inspect the same, to supply janitorial service or any other
service to be provided by Landlord to Tenant hereunder, show the Premises to prospective lenders,
purchasers or tenants, to alter, improve or repair the Premises or any other portion of the
Project, all without being deemed guilty of an eviction of Tenant and without abatement of Rent,
and may for that purpose erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, provided the business of Tenant shall be
interfered with as little as is reasonably practicable. For each of the aforesaid purposes,
Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon
and about the Premises, excluding Tenant’s vaults and safes. Landlord shall have the right to use
any and all means which Landlord may deem proper to open any door(s) in an emergency without
liability therefor.



SECTION 4.05. QUIET POSSESSION. Upon Tenant’s paying the Rent reserved hereunder and observing and
performing all of the covenants, conditions and provisions on Tenant’s part to be observed and
performed hereunder, Tenant shall have the quiet possession of the Premises for the entire Term
hereof, subject to all of the provisions of this Lease.



ARTICLE 5




UTILITIES AND SERVICES




SECTION 5.01. SERVICES TO BE PROVIDED. Provided Tenant is not in default hereunder, Landlord
agrees to furnish or cause to be furnished to the Premises, the utilities and services described
below, subject to the conditions and in accordance with the standards set forth herein:




	A.	 	Landlord shall provide automatic elevator facilities on generally accepted business days from
8:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to 1:00 p.m., and have at least one
elevator available for use at all other times.
	 
	B.	 	On generally accepted business days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00
a.m. to 1:00 p.m., Landlord shall ventilate the Premises and furnish heating or air
conditioning, at such temperatures and in such amounts as Landlord deems standard, when in the
judgment of Landlord, it is required for the comfortable occupancy of the Premises, subject to
any governmental requirements or standards relating to, among other things, energy
conservation. Upon request, Landlord shall make available at Tenant’s expense after-hours
heating or air





			
	 	 	 
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	 	Page 12 of 41











 









 






	 	 	conditioning. The minimum charge and the hourly rate for the use of after-hours heating or
air conditioning shall be determined from time to time by Landlord and confirmed in writing
to Tenant.
	 
	C.	 	Landlord shall furnish to the Premises at all times, subject to interruptions beyond the
Landlord’s control, electric current as required by the building standard office lighting and
receptacles in an amount up to four watts per rentable square foot. Tenant’s use of electric
current shall at no time exceed four (4) watts per square foot. Tenant shall not
install or use or permit the installation or use of any machine(s) which would cause the
electrical consumption to exceed four (4) watts per rentable square foot in the Premises
without the prior written consent of Landlord. Should such consent be granted by Landlord,
electrical consumption in the Premises, or in that portion of the Premises affected by such
installation, may, at Landlord’s option, be separately metered. All costs associated with
any such separate metering required by Landlord, including but not limited to installation of
any separate metering devices and the costs of all electrical consumption generated thereon,
shall be borne by Tenant.
	 
	D.	 	Landlord shall furnish water for drinking, cleaning and lavatory purposes only.
	 
	E.	 	Landlord shall provide janitorial services to the Premises, comparable to that provided in
other first class office buildings in the vicinity, provided the Premises are used exclusively
as offices.





SECTION 5.02. ADDITIONAL SERVICES. Landlord may impose a reasonable charge for any utilities and
services, including without limitation, air conditioning, electrical current, and water, provided
by Landlord by reason of any substantial use of the Premises at any time other than the hours set
forth above or for any use beyond that which Landlord agrees herein to furnish or because of
special electrical, cooling and ventilating needs created by Tenant’s hybrid telephone equipment,
computers and other similar equipment or uses.



SECTION 5.03. TENANT’S OBLIGATION. Tenant agrees to cooperate fully at all times with Landlord and
to abide by all regulations and requirements which Landlord may prescribe for the use of the above
utilities and services. Any failure to pay any excess costs as described above upon demand by
Landlord shall constitute a breach of the obligation to pay Rent under this Lease and shall
entitle the Landlord to the rights herein granted for such breach.



SECTION 5.04. SERVICE INTERRUPTION. Landlord shall not be liable for, and Tenant shall not be
entitled to, any abatement or reduction of Rent by reason of Landlord’s failure to maintain
temperature or electrical constancy levels or to furnish any of the foregoing services when such
failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbance or
labor dispute of any character, governmental regulation, moratorium or other governmental action,
the failure of any utility to supply its service, inability by exercise of reasonable diligence to
obtain electricity, water or fuel, or by any other cause beyond Landlord’s reasonable control, nor
shall any such failure, stoppage or interruption of any such service be construed as an eviction of
Tenant, or relieve Tenant from the obligation to perform any covenant or agreement herein, and in
no event shall Landlord be liable for damage to persons or property, or in default hereunder, as a
result of such failure, stoppage or interruption of any such service. In the event of any failure,
stoppage or interruption thereof, however, Landlord shall use reasonable diligence to resume
service promptly.



SECTION 5.05. MANDATORY REQUIREMENTS. In the event any governmental entity promulgates or revises
any statute, ordinance or building, fire or other code or imposes controls or guidelines on
Landlord or the Project or any part thereof, relating to the use or conservation of energy, water,
gas, light or electricity or the reduction of automobile or other emissions or the provision of
any other utility or service provided



			
	 	 	 
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	 	Page 13 of 41






 









 





with respect to this Lease or in the event Landlord is required to make alterations to the
Building or any other part of the Project in order to comply with any other controls or guidelines
enacted by governmental authority whatsoever, Landlord may, in its sole discretion, comply with
such controls or guidelines or make such alterations to the Building or any other part of the
Project related thereto without creating any liability of Landlord to Tenant under this Lease
whatsoever as a result of such compliance. The cost of such compliance and alterations shall be
deemed to be Cost Saving Capital Improvements, as defined in Section 2.02A.4 hereof. Landlord
will, to the extent practicable, undertake such compliance with the controls and guidelines
hereunder in a manner reasonably calculated to avoid interference with Tenant’s use and occupancy
of the Premises. Nothing herein shall be deemed to apply to any casualty loss.



SECTION 5.06. MODIFICATIONS. Notwithstanding anything hereinabove to the contrary, Landlord
reserves the right from time to time to make reasonable and nondiscriminatory modifications to the
above standards for utilities and services.



ARTICLE 6




REPAIRS, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS




SECTION 6.01. REP AIRS AND MAINTENANCE OF THE BUILDING. Landlord shall provide for the cleaning
and maintenance of the public portions of the Building and the Project. Unless otherwise expressly
stipulated herein, Landlord shall not be required to make any improvements or repairs of any kind
or character on the Premises during the term of this Lease, except repairs to the exterior walls,
corridors, windows, roof and other structural elements and equipment of the Project, and such
additional maintenance as may be necessary because of damage by persons other than Tenant, its
agents, employees, invitees or visitors. To the extent Landlord is not grossly negligent in
allowing unauthorized persons on or in the Premises, Landlord shall not be liable to Tenant for
losses due to theft or burglary, or for damages done by unauthorized persons on the Premises.



SECTION 6.02. IMPROVEMENTS AND ALTERATIONS.




	A.	 	Landlord shall have the right at any time to change the arrangement, location and/or size of
entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets or
other public parts of the Project and, upon giving Tenant reasonable notice thereof, to change
the name, number or designation by which the Building, Project, or Complex is commonly known.
	 
	B.	 	Tenant shall not make any alterations, repairs, additions or improvements in, to or about the
Premises (collectively “Tenant Alterations”) without the prior written consent of Landlord.
If such consent is given, Landlord shall be allowed to: (i) approve all plans, (ii) require
satisfactory insurance, (iii) require satisfactory security for construction obligations, (iv)
require a suitable completion schedule, and (v) approve the contractor. Should Landlord’s
consent be granted, any such Tenant Alterations shall be at Tenant’s sole cost and expense
including Landlord’s reasonable costs associated with such Tenant Alterations. Tenant agrees
to make application and to receive building permits from applicable local municipal
authorities, state and federal agencies necessary to make such Tenant Alterations. All Tenant
Alterations (except movable furniture and trade fixtures) shall become the property of
Landlord, and shall be surrendered with the Premises, as a part there
of, at the expiration or
earlier termination of the Lease; provided, however, that Landlord may, by written notice to
Tenant delivered at the time Landlord grants its approval to construct or install such Tenant
Alterations, require Tenant to remove any Tenant Alterations and to restore the Premises to
their condition prior to installation of the Tenant Alterations, at Tenant’s expense.





			
	 	 	 
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	 	Page 14 of 41






 









 





SECTION 6.03. LANDLORD’S OPTION TO REPAIR. Landlord may, at its option and at the cost and expense
of Tenant, repair or replace any damage or injury done to the Building, Project, Complex or any
part thereof, caused by Tenant, Tenant’s agents, employees, licensees, invitees or visitors. Tenant
shall pay the cost thereof, to Landlord on demand. Tenant further agrees to maintain and keep the
interior of the Premises in good repair and condition at Tenant’s expense. Tenant agrees not to
commit or allow any waste or damage to be committed on any portion of the Premises, the Building or
the Project.



SECTION 6.04. DEVELOPMENT OF OTHER IMPROVEMENTS. Further improvements to the Project, and
improvements on any contiguous property which may be now owned or later acquired by Landlord, or
Landlord’s successor-in-interest (if any), or by any entity controlling, controlled by or under
common control with Landlord shall be referred to herein as “Other Improvements”. If the Other
Improvements are owned by an entity other than Landlord, Landlord shall have the right, but not
the obligation (unless required to comply with zoning or other governmental requirements), to
enter into an agreement with the owner of any or all of the Other Improvements to provide for: (a)
reciprocal rights of access, use and enjoyment of the Project and the Other Improvements; (b) the
common management, operation, maintenance, improvement and repair of all or any portion of the
Project and all or any portion of the Other Improvements; and (c) the allocation of all or any
portion of the Operating Expenses for the Project to the Other Improvements and the allocation of
the Operating Expenses for the Other Improvements to the Project; in order to provide for the
efficient management, operation, maintenance, improvement and repair of the Building and the Other
Improvements.



In the event Landlord (a) is the owner of any or all of the Other Improvements and the property on
which they are located, or (b) conveys the Proj ect to the owner of the Other Improvements or to
any other person or entity which will become the owner of both the Project and the Other
Improvements, Landlord, or its successors or assigns, shall have the right, but not the obligation
(unless required to comply with zoning or other governmental requirements), to incorporate the
Other Improvements into the Project and to provide for the common management, operation,
maintenance and repair of the Project and the Other Improvements. In the event the Other
Improvements are so incorporated into the Project, all references to the Project contained in this
Lease shall be deemed and construed to include the Other Improvements. Nothing contained in this
Section 6.04 shall be deemed or construed to limit or otherwise affect Landlord’s right to sell
the Project or any other rights described in this Lease.



ARTICLE 7




INSURANCE, FIRE AND CASUALTY




SECTION 7.01. TOTAL OR PARTIAL DESTRUCTION OF THE PREMISES, BUILDING, PROJECT OR COMPLEX.




	A.	 	In the event the Premises, Building and/or Project are damaged by fire or other casualty and
if said damage can be fully repaired within one hundred eighty (180) days after notice to
Landlord of the occurrence of the damage, Landlord shall repair such damage with reasonable
diligence after receipt of insurance proceeds and if permitted to do so by its mortgagee. In
the event any part of the Premises is rendered untenantable for the conduct of Tenant’s
business, the Basic Rent shall be reduced and abated in proportion to the part of the Premises
which is so rendered untenantable until the damaged portion of the Premises have been made
tenantable for the conduct of Tenant’s business or until the term of this Lease expires or
terminates, whichever occurs first; provided that (a) there





			
	 	 	 
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	 	Page 15 of 41






 









 






	 	 	shall be no abatement of rent with respect to any portion of the Premises which is rendered
unusable for a period of five (5) days or less, (b) there shall be no abatement of Rent if
Landlord provides other space in the Building, Project or Complex to Tenant which is
reasonably suited for the temporary conduct of Tenant’s business, and (c) there shall be no
abatement of rent whatsoever with respect to any damage caused in whole or in part by the
negligence or willful act of Tenant, its agents, employees, contractors, licensees or
invitees.
	 
	B.	 	If the Premises, Building or Project are damaged by fire or other casualty so that the repair
of the Premises cannot, in Landlord’s reasonable opinion, be completed within one hundred
eighty (180) days after notice to Landlord of the occurrence of the damage, Landlord shall
have the option, to be exercised by written notice to Tenant within thirty (30) days after
Landlord receives notice of the occurrence of the damage, either (a) to make such repairs
within a reasonable time after receipt of insurance proceeds, in which event this lease shall
continue in full force and effect and the rent shall be abated in the manner and to the extent
provided in Section 7.01 A above or (b) to terminate this Lease as of a date not less than
thirty (30) days or more than sixty (60) days after Landlord’s notice to Tenant.
	 
	C.	 	In the event Landlord terminates this Lease pursuant to the terms of Section 7.01, this Lease
and the estate and interest of the Tenant in the Premises shall terminate and expire on the
date specified in Landlord’s notice of termination and the rent payable hereunder shall be
prorated as of such date, subject to rent abatement, if any, to the extent provided in Section
7.01.
	 
	D.	 	Nothing contained in Sections 7.01 or 7.02 shall relieve, discharge or any way affect
Tenant’s liability to Landlord in connection with any damage or destruction to the Premises,
Building, Project or any portion of the Complex arising out of the negligent or willful acts
or omissions of Tenant, its agent, employees, contractors, licensees and invitees.
	 
	E.	 	Landlord shall not be liable for any loss of business, inconvenience or annoyance arising
from any repair or restoration of any portion of the Premises, Building, Project or other
portions of the Complex as a result of any damage from fire or other casualty. Furthermore,
in the event of such damage from fire or other casualty, Landlord shall have no obligation (i)
to repair any equipment, furniture, fixtures, paneling, ceilings, carpets or other floor
coverings, partitions, drapes or any personal property installed in or about the Premises by
Landlord or Tenant or (ii) to expend any amount for the repair of the Premises.
	 
	F.	 	In addition and notwithstanding any casualty loss, Tenant shall remain responsible for all
Basic Rent and Additional Rent owed Landlord arising prior to such casualty loss.





SECTION 7.02. TENANT’S RESPONSIBILITIES.




	A.	 	If the Project, the Building or the Premises shall be damaged by fire or other casualty
resulting from the fault or negligence of Tenant, or the agents, employees, licensees or
invitees of Tenant, such damage shall be repaired by and at the expense of Tenant under the
direction and supervision of Landlord, and Rent shall continue without abatement.
	 
	B.	 	Subject to sections 7.01, 7.03, and 7.05, Tenant shall defend, indemnify and hold Landlord
harmless from and against any and all claims, demands, losses, penalties, fines, fees,
charges, assessments, liabilities, damages, judgments, orders, decrees, actions,
administrative or other proceedings, costs and expenses (including reasonable attorneys’ and
expert witness fees, and court costs), arising or alleged to arise from: (i) any violation or
breach of this Lease or applicable Law by any Tenant Parties (as defined below), (ii) damage,
loss, or injury to persons, property or





			
	 	 	 
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	 	Page 16 of 41






 









 






	 	 	business directly or indirectly arising out of any Tenant Party’s use of the Premises or
Property, or out of any other act or omission of any Tenant Parties, and (iii) any other
damage, loss or injury to persons, property or business occurring in, about or from the
Premises, except to the extent that such other damage, loss or injury to persons, property
or business is caused by the negligence or intentional misconduct or Landlord. For purposes
of this provision, “Tenant Parties” shall mean Tenant, any other occupant of the Premises
and any of their respective agents, employees, invitees, Transferees and contractors.





SECTION 7.03. TENANT’S INSURANCE. Tenant covenants and agrees that from and after the date of
delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its sole cost
and expense, the following types of insurance, in the amounts specified and in the form hereinafter
provided, as follows:




	A.	 	Worker’s compensation insurance and commercial general liability insurance adequate to
protect Landlord against liability for injury to or death of any person or damage to property
in connection with the use, operation or condition of the Premises. Such commercial general
liability insurance at all times shall be in an amount of not less than One Million Dollars
($1,000,000.00), combined single limit, for injuries to persons and property damage with a
deductible or deductibles which are no greater than $100,000.00, but in any case not greater
than those maintained by similarly situated tenants in first-class office buildings located in
suburban Dallas/Fort Worth. Such policy shall name Landlord and Landlord’s lender as
additional insureds and shall contain a provision or endorsement providing that the insurance
afforded by such policy for the benefit of Landlord shall be primary as respects any claims,
losses or liabilities arising out of the use of the Premises by the Tenant or by Tenant’s
operation and that any insurance carried by Landlord shall be excess and non-contributing.
	 
	B.	 	Policies of insurance covering: (a) all leasehold improvements (including all Tenant Work as
defined in the Agreement for Construction and any permitted Tenant Alterations pursuant to the
provisions of Section 6.02 hereof), trade fixtures, merchandise and other property from time
to time during the term of this Lease in, on or upon the Premises, in an amount not less than
one hundred percent (100%) of their actual replacement cost from time to time during the term
of this Lease, providing protection against any peril included within the classification “Fire
and Extended Coverage”, together with insurance against sprinkler damage, vandalism and
malicious mischief; and (b) all plate glass in the Premises. Landlord and Landlord’s lender
shall be named as additional insureds under any such policy or policies. The proceeds of such
insurance, so long as this Lease remains in effect, shall be used for the repair or
replacement of the property so insured. The full replacement value of the items to be insured
under this Section 7.03 shall be determined by the company issuing the insurance policy at the
time the policy is initially obtained and acknowledged by issuance of any agreed amount
endorsement and shall be increased as reasonably requested by Landlord from time to time.
	 
	C.	 	Loss of income or business interruption 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, to the Building or to
the Project as a result of such perils.
	 
	D.	 	All insurance required to be carried by Tenant hereunder shall be issued by responsible
insurance companies rated A-8 or better by Best’s Insurance Reports, and which are qualified
to do business in the State of Texas. Each policy required to be carried by Tenant hereunder
shall name Landlord, its successors and assigns, and Landlord’s lender as additional insureds,
as their interests may appear, and copies of all such policies, or certificates evidencing the
existence and





			
	 	 	 
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	 	Page 17 of 41






 









 






	 	 	amounts of such insurance, shall be delivered to Landlord by Tenant at least ten (10) days
prior to Tenant’s occupancy of the Premises or any portion thereof. Each such policy shall
provide that it shall not be cancelable or subject to reduction of coverage or otherwise
subject to modification except after thirty (30) days prior written notice to the parties
named as insureds or additional insureds. Tenant shall, at least thirty (30) days prior to
the expiration of any such policy, furnish Landlord with certificates of renewal or
certificates of replacement policies which fully comply with the requirements of this Lease,
or Landlord may order such insurance and charge the cost thereof to Tenant, which amount
shall be payable by Tenant upon demand. Any policy may be carried under so-called “blanket
coverage” form of insurance policies, provided any such blanket policy specifically provides
that the amount of insurance coverage required hereunder shall in no way be prejudiced by
other losses covered by the policy. Neither the issuance of any such insurance policy nor
the minimum limits specified in this Section 7.03 for coverages shall be deemed to limit or
restrict in any way Tenant’s liability arising under or out of this Lease.





SECTION 7.04. LANDLORD’S INSURANCE. Landlord shall at all times during the term of this Lease
maintain in effect a policy or policies of insurance covering the Building (excluding property
required to be insured by Tenant) in such amounts as Landlord may from time to time determine,
providing protection against perils included within the standard Texas form of fire and extended
coverage insurance policy, together with insurance against sprinkler damage, vandalism and
malicious mischief, and such other risks as Landlord may from time to time determine and with any
such deductibles as Landlord may from time to time determine.



Any insurance provided for in this Section 7.04 may be effected by a policy or policies of blanket
insurance, covering additional items or locations or assureds, provided that the requirements of
this Paragraph are otherwise satisfied. Tenant shall have no rights in any policy or policies
maintained by Landlord and shall not, by reason of payment by Tenant, as part of the Operating
Expenses, of its pro rata share of the Landlord’s premium for the insurance, be entitled to be a
named insured thereunder.



SECTION 7.05. WAIVER OF SUBROGATION.
To the extent such waivers are obtainable from insurance
carriers, Landlord and Tenant hereby waive their respective rights of recovery against the other
for injury or loss due to hazard covered by insurance containing such a waiver of subrogation
clause or endorsement, and each releases the other from any direct or consequential damage to the
property of the other or under its control, including its interest in the Premises, the Building or
any other portion of the Project by fire or other casualty (including liability for loss of rent)
to the extent such damage is insured against under a policy or policies of insurance, whether or
not such damage may be attributable to the negligence or act of either party or its respective
agents, invitees, contractors, servants or employees. Such waiver shall in no way be construed or
interpreted to limit or restrict any indemnity or other waiver made by Tenant under the terms of
this Lease.



ARTICLE 8




CONDEMNATION




In the event the Project, or any portion thereof is taken to maintain the continued efficient
and/or economically feasible use of the Project, in the sole opinion of Landlord, or shall be
taken or condemned, either temporarily or permanently, in whole or in part for public purposes, or
sold to a condemning authority under threat of condemnation, to prevent taking, then the term of
this Lease may, at the sole option of the Landlord, forthwith cease and terminate, and the
Landlord shall receive the entire award for land and buildings, and Tenant hereby expressly
assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in
and to any such award. Tenant shall have the right to recover from such authority, but not from
Landlord, only any compensation as may be awarded to Tenant on account of moving and

relocation expenses and depreciation to and removal of Tenant’s personal property.





			
	 	 	 
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ARTICLE 9




LIENS




Tenant shall keep the Premises free from any liens arising out of any work performed, materials
furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within
ten (10) days following the imposition of any such lien, cause the same to be released of record
by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies
provided herein and by law, the right but not the obligation, to cause the same to be released by
such means as it shall deem proper, including payment of or defense against the claim giving rise
to such lien. All sums paid by Landlord and all expenses incurred by it in connection therewith
shall create automatically an obligation of Tenant to pay, on demand, an equivalent amount, plus
interest thereon as provided in Section 16.12 herein, as Rent. No work which Landlord permits
Tenant to perform in the Premises shall be deemed to be for the use and benefit of Landlord so
that no mechanics or other lien shall be allowed against the estate of Landlord by reason of its
consent to such work, which consent may be withheld in Landlord’s sole discretion. Landlord shall
have the right to post notices that it is not responsible for payment for any such work.



ARTICLE 10




TAXES ON TENANT’S PROPERTY




Tenant shall be liable for and shall pay to the applicable taxing authority, or to Landlord if
billed to Landlord, on or before the due date, any and all taxes and assessments levied against any
personal property or trade or other fixtures placed by Tenant in or about the Premises, including
any additional real estate taxes or assessments which may be levied against the Building by reason
of installation of Tenant Work.



ARTICLE 11




SUBLETTING AND ASSIGNING




SECTION 11.01. RESPONSIBILITIES. Tenant shall not assign this Lease, or allow it to be assigned, in
whole or in part, by operation of law or otherwise or mortgage or pledge the same, or sublet the
Premises, or any part thereof, without the prior written consent of Landlord.



SECTION 11.02. CONDITIONS OF SUBLEASE. If the Tenant desires to assign or sublet all or any part of
the Premises, it shall so notify Landlord at least sixty (60) days in advance of the date on which
Tenant desires to make such assignment or sublease. Tenant shall provide Landlord with a copy of
the proposed assignment or sublease, and such information as Landlord might request concerning the
proposed sublessee or assignee to allow Landlord to make informed judgments as to the financial
condition, reputation, operations and general desirability of the proposed subtenant(s) or
assignee(s). Within thirty (30) days after Landlord’s receipt of Tenant’s proposed assignment or
sublease and all required information concerning the proposed subtenant(s) or assignee(s), Landlord
shall, in its sole discretion, have the option to:




	A.	 	Cancel the Lease as to the portion of the Premises proposed to be assigned or sublet;





			
	 	 	 
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	B.	 	Consent to the proposed assignment or sublease, in which event, however, if the rent due and
payable by any assignee or sublessee under any such permitted assignment or sublease (or a
combination of the rent payable under such assignment or sublease plus any bonus or any other
consideration therefor or any payment, incident thereto) exceeds the Rent payable under the
Lease for such space, Tenant shall pay to Landlord such excess rent and other excess
consideration within ten (10) days following receipt thereof by Tenant.; or,






	C.	 	Refuse its consent to the proposed assignment or sublease, which option shall be deemed to be
elected unless Landlord gives Tenant written notice providing otherwise.





SECTION 11.03. CONTINUING LIABILITY. No consent by Landlord to any assignment or sublease by Tenant
shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising
before or after the assignment or sublease. The consent by Landlord to any assignment or sublease
shall not relieve Tenant from the obligation to obtain Landlord’s express written consent to any
other assignment of sublease. Any assignment or sublease which is not in compliance with this
Section 11 shall be voidable and, at the option of Landlord, shall constitute a material default by
Tenant under this Lease. The acceptance of rent by Landlord from a proposed assignee or sublessee
shall not constitute the consent to such assignment or sublease by Landlord.



SECTION 11.04. SALE BY TENANT. Any sale or other transfer, including by consolidation, merger or
reorganization, of a majority of the voting stock of Tenant, if Tenant is a corporation, or any
sale or other transfer of a majority in interest (whether of profits, losses, capital or voting
power) or a majority of the persons composing the  managers of the partnership, if Tenant
is a partnership, shall be an assignment for purposes of this Section 11, if the leasehold estate
of Tenant under this Lease constitutes all or substantially all of the assets of Tenant as of the
date of the sale or other transfer.



SECTION 11.05. ASSUMED LIABILITIES. Each assignee, sublessee, mortgagee, pledgee, or other
transferee (including but not limited to an assignee by assignment made pursuant to the provisions
of Title 11 U.S.C. Section 101 et seq. as amended and in effect from time to time) other than
Landlord, shall assume, as provided in this Section 11.05, all obligations of Tenant under this
Lease (including without limitation those contained in this Section 11 on subletting, assignment,
transfer, hypothecation, sale and encumbrance), and shall be and remain liable jointly and
severally with Tenant for the payment of the rent, and for the performance of all the terms,
covenants, conditions and agreements herein contained on Tenant’s part to be performed for the term
of this Lease; provided, however, that the assignee, sublessee, mortgagee, pledgee or other
transferee shall be liable to Landlord for rent only in the amount set forth in the assignment or
sublease. No assignment shall be binding on Landlord unless the assignee or Tenant shall deliver to
Landlord a counterpart of the assignment and an assignee satisfactory in substance and form to
Landlord, consistent with the requirements of this Section 11.05, but the failure or refusal of the
assignee to execute such instrument of assumption shall not release or discharge the assignee from
its liability as set forth above.



SECTION 11.06. BANKRUPTCY. If this Lease is assigned to any person or entity pursuant to the
provisions of the Federal Bankruptcy Code, Title 11 U.S.C. Section 101, et seq., as subsequently
amended (the “Bankruptcy Code”), any and all monies or other considerations payable or otherwise to
be delivered in connection with such assignment will be paid or delivered to Landlord (which shall
include the cure of any existing monetary defaults by payment of same to Landlord and the cure of
any non-monetary defaults by performance within ten (10) business days of the assumption of this
Lease by Assignee), will be and remain the exclusive property of Landlord and will not constitute
property of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting Landlord’s property under the



			
	 	 	 
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preceding sentence not paid or delivered to Landlord will be held in trust for the benefit of
Landlord and be promptly paid to or turned over to Landlord. For purposes of Section 365(f) (2) of
the Bankruptcy Code “adequate assurances of future performance” will include, but not be limited
to, a Security Deposit, net worth, and creditworthiness equal to that of Tenant on the date of this
Lease. Any person or entity to which this Lease is assigned pursuant to the provisions of the
Bankruptcy Code, will be deemed without further act or deed to have assumed all of the obligations
arising under this Lease on and after the date of such assignment. Any such assignee will upon
demand execute and deliver to Landlord an instrument confirming such assumption.




ARTICLE 12




TRANSFERS BY LANDLORD




SECTION 12.01. SALE OF THE PROJECT. Landlord has the unrestricted right to sell, transfer or
assign its rights in the Building, the Project, the Complex, this Lease, or any portion of the
foregoing without Tenant’s authority or approval. In the event of a sale or conveyance by Landlord
of the Project and/or the Building, the same shall operate to release Landlord from any and all
liability under this Lease arising after the date of such sale. Tenant’s right to quiet possession
of the Premises shall not be disturbed so long as Tenant shall pay the Rent and observe and perform
all of the provisions of this Lease to be observed and performed by Tenant, unless this Lease is
terminated pursuant to specific provisions relating thereto or contained herein. If any security
deposit has been made by Tenant, Landlord may transfer such security deposit to the purchaser, and
thereupon Landlord shall be discharged from any further liability in reference thereto.



SECTION 12.02. SUBORDINATION AND ATTORNMENT.




	A.	 	This Lease is subject and subordinate to any lease wherein Landlord is the tenant and to the
liens of any and all mortgages or deeds of trust, regardless of whether such lease, mortgages
or deeds of trust now exist or may hereafter be created with regard to all or any part of the
Project, and to any and all advances to be made thereunder, and to the interest thereon, and
all modifications, consolidations, renewals, replacements and extensions thereof. Tenant also
agrees that any lessor, mortgagee or trustee may elect to have this Lease prior to any lease
or lien of its mortgage or deed of trust, and in the event of such election and upon
notification by such lessor, mortgagee or trustee to Tenant to that effect, this Lease shall
be deemed prior to said lease, mortgage or deed of trust, whether this Lease is dated prior to
or subsequent to the date of said lease, mortgage or trust deed.
	 
	B.	 	Tenant shall, in the event of the sale or assignment of Landlord’s interest in the Premises
(except in a sale-leaseback financing transaction), or in the event of the termination of any
lease in a sale-leaseback financing transaction wherein Landlord is the lessee, attorn to and
recognize such purchaser or assignee or mortgagee as Landlord under this Lease.
	 
	C.	 	Tenant shall, in the event of any proceedings brought for the foreclosure of, or in the event
of the exercise of the power of sale under, any mortgage or deed of trust covering the
Premises, attorn to and recognize such purchaser or assignee or mortgagee as Landlord under
this Lease.
	 
	D.	 	The above subordination and attornment clauses shall be self-operative and no further
instruments of subordination or attornment need be required by any mortgagee, trustee, lessor,
purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the request of
Landlord, or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant shall execute
and deliver whatever instruments acknowledging subordination or attornment at such times as
requested may





	 	 	 
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	 	Page 21 of 41






 









 






	 	 	be required for such purposes and to carry out the intent of this
Section. Landlord’s successor shall not be liable for Landlord’s breaches, if any, of this
Lease.





ARTICLE 13




DEFAULT




ARTICLE 13.01. The occurrence of any of the following shall constitute a default and breach of this
Lease by Tenant:




	A.	 	Any failure by Tenant to pay the Rent or to make any other payment required to be made by
Tenant hereunder when due, where such failure continues for ten (10) days after written notice
to Tenant, which notice is required to be given no more than twice during any calendar year
and thereafter no notice shall be given.
	 
	B.	 	Any failure by Tenant to observe and perform any other non-monetary provision of this Lease
to be observed or performed by Tenant, where such failure continues for thirty (30) days after
written notice to Tenant.
	 
	C.	 	Tenant or any guarantor of Tenant’s obligations hereunder, cannot meet its obligations as
they become due; or is declared insolvent according to any law; or assignment of Tenant’s or
guarantor’s property is made for the benefit of creditors; or a receiver or trustee is
appointed for Tenant or guarantor or its property; or the interest of Tenant or guarantor
under this lease is levied on under execution or under other legal process; or any petition is
filed by or against Tenant or guarantor to declare Tenant or guarantor bankrupt or to delay,
reduce or modify Tenant’s or guarantor’s capital structure if either Tenant or guarantor be a
corporation or other entity (provided that no such levy, execution, legal process or petition
filed against Tenant or guarantor shall constitute a breach of this Lease if Tenant or
guarantor shall vigorously contest the same by appropriate proceedings and shall remove or
vacate the same within thirty (30) days from the date of its creation, service or filing).
	 
	D.	 	The abandonment or vacation of or attempt to abandon or vacate the Premises by Tenant.





SECTION 13.02. REMEDIES OF LANDLORD. Upon the occurrence of any event of default specified in this
Lease, Landlord, at its option, may have one or more of the following remedies, in addition to all
other rights and remedies provided at law or in equity:




	A.	 	Landlord may terminate Tenant’s right of possession under this Lease and without further
notice repossess the Premises and be entitled to recover as damages a sum of money equal to
the total of (a) (1) the cost of recovering the Premises, (2) the unpaid Rent earned at the
time of termination, plus interest thereon, (3) Late Charges on unpaid Rent and accrued
interest thereon, (4) the present value of the balance of the Rent for the remainder of the
term using a discount rate of eight percent (8%), (5) costs of reletting and refurbishing the
Premises, and (6) any other sum of money and damages owed by Tenant to compensate Landlord for
the detriment caused by Tenant’s failure to perform its obligations under this Lease, minus
(b) the present value of the fair market rental of the Premises for the remainder of the term
using a discount rate of eight percent (8%) in the Premises’ “AS IS” condition allowing at
least six (6) months vacancy for reletting and refurbishing.
	 
	B.	 	Landlord may immediately terminate Tenant’s right of possession of the Premises, but not
terminate the Lease, and without notice or demand enter upon the Premises or any part thereof
and take





	 	 	 
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	 	 	absolute possession of the same, expel or remove Tenant and any other person or entity who
may be occupying the Premises, change the locks, and at Landlord’s option, Landlord may
relet the Premises or any part thereof for such terms and such rents as Landlord may
reasonably elect. In the event Landlord shall elect to so relet, then rent received by
Landlord from such reletting shall be applied first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord, second, to the payment of any cost of
such reletting, including, without limitation, refurbishing costs and leasing commissions,
and third, to the payment of Rent due and unpaid hereunder, and Tenant shall satisfy and pay
any deficiency upon demand therefor from time to time. Any entry into and possession of the
Premises by Landlord under this Article shall be without liability or responsibility for
damages to Tenant and shall not be in lieu of or in substitution for any other rights of
Landlord hereunder at law or in equity. Tenant further agrees that Landlord may file suit to
recover any sums due under the terms of this Article and that no recovery of any portion due
Landlord hereunder shall be any defense to any subsequent action brought for any amount not
theretofore reduced to judgment in favor of Landlord. Reletting of the Premises shall not be
construed as an election on the part of Landlord to terminate this Lease and,
notwithstanding any such reletting without termination, Landlord may at any time thereafter
elect to terminate this Lease for such previous breach.
	 
	C.	 	If, at any time prior to the Commencement Date, any action is taken by or against Tenant in
any court pursuant to any statutes pertaining to bankruptcy or insolvency or the
reorganization of Tenant, Tenant makes any general assignment for the benefit of creditors, a
trustee or receiver is appointed to take possession of all or substantially all of Tenant’s
assets or of Tenant’s interest in this Lease, or there is an attachment, execution or other
judicial seizure of all or substantially all of Tenant’s assets or of Tenant’s interest in
this Lease, then this Lease shall ipso facto be canceled and terminated and of no
further force or effect. In such event, neither Tenant nor any person claiming through or
under Tenant or by virtue of any statute or of any order of any court shall be entitled to
possession of the Premises or any interest in this Lease and Landlord shall, in additional to
any other rights and remedies under this Lease, be entitled to retain any rent, security
deposit, or other monies received by Landlord from Tenant as liquidated damages.





SECTION 13.03. LANDLORD’S SECURITY. Landlord shall have such lien rights as are provided by Texas
law.



SECTION 13.04. DEFAULTS BY LANDLORD. Except as otherwise provided in this Lease, if Landlord fails
to perform any of its obligations hereunder and said failure continues for a period of thirty (30)
days after written notice thereof from Tenant to Landlord (unless such failure cannot reasonably be
cured within thirty (30) days and Landlord shall have commenced to cure said failure within said
thirty (30) days and continues diligently to pursue the curing of the same), then Landlord may be
held to be in default hereunder. If Landlord shall be in default under this Lease and, if as a
consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment
shall be satisfied only out of the right, title and interest of Landlord in the Building as the
same may then be encumbered and Landlord shall not be liable for any deficiency. In no event shall
Tenant have the right to levy execution against any property of Landlord other than its interest in
the Building as hereinbefore expressly provided, nor shall Tenant be entitled to any offset against
or abatement of Rent.



	 	 	 
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ARTICLE 14




NOTICES




All notices, consents, approvals, requests, demands or other communications which Landlord or
Tenant shall be required, or may desire, to serve on the other shall be in writing and may be
served, either by personal service or by depositing the same with the U.S. Postal Service, by
registered or certified mail, postage prepaid, addressed as follows; (i) to Landlord at the
address set forth in Item 11 of the Basic Lease Provisions; (ii) prior to the Commencement Date of
this Lease, to Tenant at the address set forth in Item 11 of the Basic Lease Provisions; and (iii)
after the Commencement Date, to Tenant at the Premises. Any notices by mail as aforesaid shall be
deemed delivered, served and given two (2) business days after deposit of the same with the postal
authority. The addresses stated above shall be effective for all notices to the respective parties
until written notice of a change of address is given pursuant to the provisions hereof.



ARTICLE 15




EXCAVATION




Landlord shall have the right to utilize all or any part of the Complex for purposes of excavation
and construction and shall have the right to authorize the use of, and grant temporary licenses and
easements over, the Complex, or any portion thereof, to owners of adjacent property or governmental
authorities for excavation and construction purposes. If an excavation or construction is made upon
any of the Complex adjacent to the Building by Landlord or said owner of adjacent property, Tenant
shall license and authorize Landlord or said owner to enter onto the Premises for the purpose of
performing such work in connection with the excavation or construction as may be necessary or
prudent to preserve the Building and other portions of the Project from injury or damage, provided
Landlord shall use its best efforts to disturb Tenant’s possession of the Premises as little as
possible for as short a time as possible. Tenant shall have no claim for damages or indemnity
against Landlord or any right to abatement of rent in connection with such excavation or
construction or the entry onto Tenant’s Premises, except if Tenant would be entitled to abatement
of Rent because the Premises are rendered untenantable or inaccessible due to such excavation or
construction; in such event, the abatement in Tenant’s Rent shall be calculated in accordance with
Section 7.01 A, subject to the same limitations as are stated therein, and shall continue until the
Premises are tenantable or accessible.



ARTICLE 16




MISCELLANEOUS PROVISIONS




ARTICLE 16.01. ESTOPPEL CERTIFICATE. Tenant shall, within ten (10) days after request by Landlord
or any first mortgagee of Landlord, without additional consideration, deliver an Estoppel
Certificate, consisting of statements, if true, that:




	A.	 	This Lease is in full force and effect, with rental paid through [list applicable
date] ;
	 
	B.	 	This Lease has not been modified or amended;
	 
	C.	 	Landlord is not in default and Landlord has fully performed all of Landlord’s obligations
hereunder, and any such further consents and instruments of a similar nature evidencing the
agreement of Tenant to the mortgage or other hypothecation by Landlord of the reversionary
interest of Landlord hereunder as may be reasonably requested by Landlord or any mortgagee of
Landlord. In the event that, in Tenant’s opinion, any of the above statements are not true,
Tenant shall indicate its opinion of the true state of affairs by either (i) stating
separately the correct entries, or (ii) modifying the





	 	 	 
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	 	 	statement(s) above in order to make it (them), in Tenant’s opinion, true and correct; and
	 
	D.	 	Such further matters as Landlord may reasonably require.





SECTION 16.02. RELOCATION. In the event Landlord determines to utilize the Premises for other
purposes during the term of this Lease, Landlord shall have the right to relocate Tenant to other
space within the Building provided such other space is of equal or larger size than the Premises
and has approximately the same number of windows. Landlord shall reimburse Tenant, for all
reasonable out-of-pocket expenses of any such relocation, including the expenses of moving Tenant’s
office furnishings, phone and voice mail system, and reconstruction of all Tenant-furnished and
Landlord-furnished improvements. In the event of such relocation, this Lease shall continue in full
force and effect without any change in the terms or other conditions, but with the new location
substituted for the old location set forth in Item 2 of the Basic Lease Provisions and on Exhibit
“A”.



SECTION 16.03. ATTORNEY’S FEES. In the event of any legal action or proceeding brought by either
party against the other arising out of this Lease, the prevailing party shall be entitled to
recover reasonable attorney’s fees and costs incurred in such action and such amount shall be
included in any judgment rendered in such proceeding. Nonetheless, Tenant shall pay Landlord’s
attorney’s fees incurred in connection with any default by Tenant whether or not suit is filed.



SECTION 16.04. WAIVER. No waiver by Landlord of any provision of this Lease or of any breach of
Tenant hereunder shall be deemed to be a waiver of any other provision hereof, or of any subsequent
breach by Tenant of the same or any other provision. Landlord’s consent to or approval of any act
by Tenant requiring Landlord’s consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord’s consent to or approval of any subsequent act of Tenant. No act or thing
done by Landlord or Landlord’s agents during the term of this Lease shall be deemed an acceptance
of a surrender of the Premises, unless done in writing signed by Landlord. The delivery of the keys
to any employee or agent of Landlord shall not operate as a termination of the Lease or a surrender
of the Premises. The acceptance of any Rent by Landlord following a breach of this Lease by Tenant
shall not constitute a waiver by Landlord of such breach or any other breach unless such waiver is
expressly stated in writing signed by Landlord.



SECTION 16.05. APPLICABLE LAW. This Lease shall be governed by and construed pursuant to the laws
of the State of Texas.



SECTION 16.06. COMMON FACILITIES; PARKING. Tenant shall have the non-exclusive right, in common
with others, to the use of common entrances, lobbies, elevators, ramps, drives, stairs and similar
access and serviceways and other common facilities in and adjacent to the Building, subject to such
rules and regulations as may be adopted by the Landlord and Landlord’s right to alter such
facilities. Landlord does not warrant to Tenant that it will build any buildings or facilities in
the Complex except for those substantially completed at the time of signing this Lease.



SECTION 16.07. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this Lease, all of the
covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, personal representatives, successors and
assigns.



SECTION 16.08. BROKERS. Tenant warrants that it has had no dealings with any real estate broker or
agent in connection with the negotiation of this Lease, excepting only the broker(s) named in Item
8 of the Basic Lease Provisions, and that it knows of no other real estate broker(s) or agent(s)
who is (are) or might be entitled to a commission in connection with this Lease. Tenant agrees to
indemnify, defend and hold harmless Landlord from and against any liability or claim, whether
meritorious or not, arising in respect



	 	 	 
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to broker(s) not so named and who are claiming through Tenant.



SECTION 16.09. SEVERABILITY. If any provision of this Lease or the application thereof to any
person or circumstances shall be invalid or unenforceable to any extent, the remainder of this
Lease and the application of such provisions to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.



SECTION 16.10. NAME. Tenant shall not, without the written consent of Landlord, use the name or
logo of the Project or Complex for any purpose other than as the address of the business to be
conducted by Tenant in the Premises, and in no event shall Tenant acquire any rights in or to such
names.



SECTION 16.11. EXAMINATION OF LEASE. Submission of this instrument for examination or signature by
Tenant does not constitute a reservation of or option for lease, and it is not effective as a Lease
or otherwise until execution by and delivery to both Landlord and Tenant.



SECTION 16.12. INTEREST ON TENANT’S OBLIGATIONS. Any amount due from Tenant to Landlord (other than
interest) which is not paid when due, shall bear interest at the highest rate allowed by law from
the date such payment is due until paid, but the payment of such interest shall not excuse or cure
the default.



SECTION 16.13. TIME. Time is of the essence in this Lease and in each and all of the provisions
hereof.



SECTION 16.14. DEFINED TERMS AND MARGINAL HEADINGS. The words “Landlord” and “Tenant” as used
herein shall include the plural as well as singular. If more than one person is named as Tenant,
the obligations of such persons are joint and several. The headings and titles to the articles of
this Lease are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.



SECTION 16.15. CORPORATE AUTHORITY. If Tenant executes this Lease as a corporation, each of the
persons executing this Lease on behalf of Tenant does hereby personally covenant and warrant that
Tenant is a duly authorized and existing corporation, that Tenant has and is qualified to do
business in Texas, that the corporation has full right and authority to enter into this Lease, and
that each person signing on behalf of the corporation was authorized to do so.



SECTION 16.16. FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken
by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the
computation for any such period of time, any delays due to strikes, riots, acts of God, shortages
of labor or materials, war, governmental laws, regulations or restrictions or any other causes of
any kind whatsoever which are beyond the control of Landlord.



SECTION 16.17. RECORDING. This lease shall not be recorded. However, Landlord shall have the right
to record a short form or memorandum thereof, at Landlord’s expense, at any time during the term
hereof, and Tenant agrees to join in the execution thereof if requested.



SECTION 16.18. RENT TAX. If applicable in the jurisdiction where the Premises are situated either
now or in the future, Tenant shall pay and be liable for all rental, sales and use taxes or other
similar taxes, if any levied or imposed by any city, state, county or other governmental body
having authority, such payments to be in addition to all other payments required to be paid to
Landlord by Tenant under the terms of this Lease. Any such payment shall be paid concurrently with
the payment of the Rent upon which such tax is
based.



	 	 	 
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SECTION 16.19. LANDLORD’S RIGHT TO PERFORM. All covenants and agreements to be performed by Tenant
under any of the terms of this Lease shall be performed by Tenant at Tenant’s sole expense and
without abatement of rent. If Tenant shall fail to observe and perform any covenant, condition,
provision or agreement contained in this Lease or shall fail to perform any other act required to
be performed by Tenant, Landlord may, upon notice to Tenant, without obligation, and without
waiving or releasing Tenant from any default or obligations of Tenant, make any such payment or
perform any such obligation on Tenant’s part to be performed. All sums so paid by Landlord and all
costs incurred by Landlord, including attorneys’ fees, together with interest at the highest rate
allowed by law but not in excess of the maximum rate that Landlord is permitted by law to charge,
shall be payable to Landlord on demand and Tenant covenants to pay any such sums, and Landlord
shall have (in addition to any other right or remedy hereunder) the same rights and remedies in the
event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of
rent.



SECTION 16.20. GIFT POLICY. Tenant acknowledges that the business practice of Landlord prohibits
its employees from accepting trade discounts which are not available to all persons and from
accepting gifts or gratuities arising out of business relationships. Therefore, Tenant agrees that
it shall not offer gifts or gratuities to employees of Landlord or their family members other than
nominal gifts given in the ordinary course of business which are not unlawful or immoral nor
subject to adverse criticism, and Tenant agrees to comply with said policy.



SECTION 16.21. CONFIDENTIALITY. Landlord and Tenant acknowledge and agree that the terms of this
Lease are confidential and constitute proprietary information of Landlord and Tenant. Disclosure of
the terms hereof could adversely affect the ability of Landlord to negotiate other leases with
respect to the Complex and impair Landlord’s relationship with other tenants of the Complex. Each
of Landlord and Tenant agree that they, and their respective partners, offices, directors,
employees and attorneys shall not disclose the terms and conditions of this Lease to any other
person without the prior written consent of the other party hereto. The foregoing shall not extend
to disclosure by Landlord of the terms of this Lease to the holder of any Underlying Mortgage, or
any portion thereof, or to any prospective purchaser of the Project or the Complex, or any interest
therein, nor to disclosure by either party to the independent accountants who audit their
respective financial statements or the parties’ other professional advisors on a “need to know”
basis or as required by Law. It is understood and agreed that damages would be an inadequate remedy
for the breach of this provision by any party hereto and each of the parties hereto shall have the
right to specific performance of this provision and to injunctive relief to prevent its breach or
continued breach.



SECTION 16.22. TELECOMMUNICATIONS.




	A.	 	If Tenant wishes to utilize the services of a telephone or telecommunications provider whose
equipment (e.g. switches, routers, hardware, and other such equipment) is not servicing the
Building as of the date of Tenant’s execution of this Lease (‘Provider”), no such Provider
shall be permitted to install its lines or other equipment within the Building without first
securing the prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed. In no event shall Provider be permitted to provide service to any
occupant of the Building other than Tenant without the prior written consent of Landlord.
	 
	B.	 	It shall be deemed reasonable for Landlord to refuse to give its consent to Provider unless
all of the following conditions are satisfied to Landlord’s satisfaction in a written
agreement between Provider and Landlord or by any other means acceptable to Landlord in its
reasonable judgment.






	 	1.	 	Landlord shall incur no expense whatsoever with respect to any aspect of
Provider’s





	 	 	 
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	 	 	 	provision of its services, including, without limitation, the costs of installation,
materials, utilities (including the cost of any separate meters) and service;
	 
	 	2.	 	Prior to commencement of any work in or about the Building by Provider,
Provider shall supply Landlord with such written indemnities, insurance verifications,
financial statements, and such other items as Landlord reasonably deems to be necessary
to protect its financial interests and the interests of the Building relating to the
proposed activities of Provider;
	 
	 	3.	 	Prior to the commencement of any work in or about the Building by Provider,
Provider shall agree to abide by the Rules and Regulations for the Property and such
other requirements as are reasonably determined by Landlord to be necessary to protect
the interest of the Building, the tenants in the Building and the Project, and
Landlord, including, without limitation, providing security in such form and amount as
determined by Landlord;
	 
	 	4.	 	Landlord reasonably determines that there is sufficient space in the Building
for the placement of all of Provider’s equipment and materials;
	 
	 	5.	 	Provider is licensed and reputable; and
	 
	 	6.	 	Provider agrees to compensate Landlord for space used in the Building for the
storage and maintenance of Provider’s equipment and for all costs that may be incurred
by Landlord in arranging for access by Provider’s personnel, security for Provider’s
equipment, and any other such costs as Landlord may expect to incur.






	C.	 	Landlord’s consent under this section shall not be deemed to be a warranty or representation
by Landlord, including, without limitation, any warranty as to the suitability, competence, or
financial strength of Provider.
	 
	D.	 	Tenant acknowledges and agrees that all telephone and telecommunications services desired by
Tenant shall be ordered and utilized at the sole risk and expense of Tenant.
	 
	E.	 	Tenant agrees that to the extent service by Provider is interrupted, curtailed, or
discontinued, Landlord shall have no obligation or liability with respect thereto and it shall
be the sole obligation of Tenant at its expense to obtain substitute service.
	 
	F.	 	Landlord shall have no responsibility for the maintenance of Tenant’s telecommunications
equipment, including wiring; nor for any wiring or other infrastructure to which Tenant’s
telecommunications equipment may be connected.
	 
	G.	 	Landlord reserves the right to control telecommunications access by any telecommunications
service provider to the Building, including use of risers, rooftops, telephone equipment
rooms and telephone switch equipment at Landlord’s sole discretion.
	 
	H.	 	The provisions of the Section may be enforced solely by Tenant and Landlord, and are not for
the benefit of any other party; specifically, without limitation, no telephone or
telecommunications provider shall be deemed a third party beneficiary of this Lease.
	 
	I.	 	Tenant will provide access to telecommunications closets located within the Premises to
Landlord’s engineers, agents, telecommunication experts, and other such personnel to
facilitate the telecommunications access for other tenants in the Building upon reasonable
notice to Tenant.





	 	 	 
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SECTION 16.23. ENVIRONMENTAL INDEMNITY. Tenant shall indemnify Landlord from environmental claims
pursuant to the terms of Exhibit “F” attached hereto.



SECTION 16.24. WAIVER OF SEPARATE TAX PROTEST. Tenant waives any right to file a separate tax
protest for ad valorem taxes applicable to real property, but Tenant may file a tax protest for any
ad valorem taxes applicable to Tenant’s personal property.



SECTION 16.25. ENTIRE AGREEMENT. This Lease contains all of the agreements of the parties hereto
with
respect to any matter covered or mentioned in this Lease, and no prior agreement, understanding or
representation pertaining to any such matter shall be effective for any purpose. No provision of
this Lease may be amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.



     IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting of the foregoing
provisions and Articles 1 through 16, together with all Exhibits attached hereto and incorporated
herein by this reference, as of the date first above written.



	 	 	 	 	 
	TENANT	 	 
	Aerospace Insurance Managers, Inc	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	LANDLORD:	 	 
	Donnell Investments, L.L.C.	 	 
	A Texas limited liability corporation	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Curtis R. Donnell
	 	 
	 

	 	President	 	 






	 	 	 
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EXHIBIT “A”




FLOOR PLAN




	 	 	 
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EXHIBIT “A-1"




LEGAL DESCRIPTION




			
	 	 	 
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EXHIBIT “B”




AREA DEFINITIONS




A. USABLE AREA.




     For all purposes of the Lease “Usable Area” shall mean:




	 	1.	 	On a multi -tenant floor, the area encompassed by the centerline of the vision
glass of all exterior building walls (or from the inside perimeter of the exterior
walls if they are less than fifty percent (50%) glass as measured from the inside of
the perimeter wall), the finished surface of the office side of the corridor and other
permanent walls and the centerline of partitions that separate the Premises from
adjoining Usable Areas. No deductions shall be made for columns and projections
necessary to the Building.
	 
	 	2.	 	On a single-tenant floor, the area encompassed by the centerline of the vision
glass of all exterior building walls (or from the inside perimeter of the exterior
walls if they are less than fifty percent (50%) glass as measured from the inside of
the perimeter wall), less vertical pipe and duct shafts, flues, public stairs
controlled by Landlord and vertical shafts for public elevators. No deductions shall be
made for the stairs, flues, pipe and duct shafts or elevators solely for the benefit of
or installed by Tenant.





B. RENTABLE AREA.




     For all purposes of the Lease and the Agreement for Construction, “Rentable Area” shall
mean:




	 	1.	 	On a multi-tenant floor, the sum of:






	 	a.	 	Usable Area as defined in Paragraph A. 1 above, and
	 
	 	b.	 	A prorated share of all “Floor Common Areas”, defined as those
common areas, constructed for the benefit of Tenant and other tenants on the
same floor as Tenant, which are located on and serve only the floor on which
the Premises are located (including elevator lobbies, restrooms, corridors,
electrical and mechanical rooms, and telephone and janitorial closets), and
	 
	 	c.	 	A prorated share of all “Building Common Areas”, as such areas
are defined in Section C of this Exhibit “B”.






	 	2.	 	On a single-tenant floor, the sum of:






	 	a.	 	Usable Area as defined in paragraph A-2 above, and
	 
	 	b.	 	A prorated share of all Building Common Areas, as such areas
are defined in Section C of this Exhibit “B”.





C. BUILDING COMMON AREAS.



For all purposes of the Lease “Building Common Areas” shall mean those areas, located on the same
floor as the Premises or on other floors in the Building, which are constructed for the benefit of
and serve tenants




			
	 	 	 
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on all floors in the Building, and which are not otherwise included in the Rentable Area of the
Premises or any other tenant’s premises pursuant to this Exhibit “B”. Such Building Common Areas
include, but are not limited to, the Building lobbies and elevator lobbies, electrical,
mechanical, maintenance, telephone and fire control rooms and enclosed freight areas.




D. AGREEMENT ON AREAS.



Rentable and Usable Areas shown in the Basic Lease Provisions have been calculated on the basis of
the foregoing definitions and are hereby agreed to be the stated areas regardless of minor
variations resulting from actual construction and completion of the Premises for occupancy, so long
as such work is done in accordance with the terms and provisions in the Lease, the Agreement for
Construction, and the Final Plans (as such term is defined in the Agreement for Construction).




			
	 	 	 
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EXHIBIT “C”




ACCEPTANCE OF PREMISES MEMORANDUM



This Memorandum is made and entered into as of                    , 2005, by Donnell Investments,
L.L.C. (the “Landlord”) and Aerospace Insurance Managers, Inc. (the “Tenant”) with respect to that
certain Lease Agreement between Landlord and Tenant dated as of                     (the
“Lease”).



Landlord and Tenant hereby agree that:





	1.	 	Except for those items shown on the attached “punch list”, which Landlord will complete as
soon as reasonably practicable, Landlord has fully completed the construction work required
under the terms of the Lease and the Agreement for Construction attached thereto.
	 
	2.	 	The Premises are tenantable, the Landlord has no further obligation for construction (except
as specified above), and Tenant acknowledges that both the Building and the Premises are
satisfactory in all respects.
	 
	3.	 	The Commencement Date of the Lease is hereby agreed to be the .
	 
	4.	 	The Expiration Date of the Lease is hereby agreed to be the
	 
	5.	 	Notwithstanding anything to the contrary expressed or implied herein, Tenant acknowledges
that Landlord makes no warranties regarding the Premises except as specifically provided in
the Lease and Tenant hereby expressly disclaims the implied warranty that the Premises are
suitable for their intended commercial purpose. Tenant has had a full and fair opportunity to
inspect the Premises and finds that the Premises suit Tenant’s purposes. Tenant has knowledge
of the Premises and, with this knowledge, voluntarily disclaims the implied warranty of
suitability.




All other terms and conditions of the Lease are hereby ratified and acknowledged to be unchanged.



IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date set forth in
the first paragraph above.




	 	 	 	 	 
	 

	 	 	 	 
	TENANT:	 	 
	Aerospace Insurance Managers, Inc.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	LANDLORD:	 	 
	Donnell Investments, L.L.C.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 






			
	 	 	 
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EXHIBIT “D”




RULES AND REGULATIONS




     1. Except as otherwise provided in the Lease or any exhibits thereto, no sign, placard,
picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to
any part of the outside or inside of the Building without the written consent of Landlord first had
and obtained. Landlord shall have the right to remove any such sign, placard, picture,
advertisement, name or notice, unless Landlord has given written consent, without notice to and at
the expense of Tenant. Landlord shall not be liable in damages for such removal unless the written
consent of Landlord has been obtained.



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



     Tenant shall not use any blinds, shades, awnings, or screens in connection with any window or
door of the Premises unless approved in writing by Landlord. Tenant shall not use any window
covering facing any exterior glass surface other than the standard window covering established by
Landlord.



     2. Except as otherwise provided in the Lease or any exhibits thereto, Tenant shall not obtain
for use upon the Premises, food, milk, soft drinks, bottled water, plant maintenance and all other
services, except from persons authorized by Landlord and at the hours and under regulations fixed
by Landlord. No vending machines or machines of any description shall be installed, maintained or
operated upon the Premises without the prior written consent of Landlord.



     3. The bulletin board or directory of the Building shall be provided exclusively for the
display of the name and location of Tenants only and Landlord reserves the right to exclude any
other names therefrom and otherwise limit the number of listings thereon.



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



     5. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys of offices,
rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have made,
and in the event of loss of any keys so furnished, shall pay Landlord therefor. Tenant shall not
alter any lock or install any new or additional locks or any bolts on any door of the Premises
without the written consent of Landlord.



     6. The toilet rooms, toilet, 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 and the expense of any breakage, stoppage, or damage resulting
from the violation of this rule shall be borne by Tenant who, or whose employees or invitees, shall
have caused it.



			
	 	 	 
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     7. Tenant shall not overload the floor of the Premises or mark, drive nails, screw or drill
into the partitions, woodwork or plaster (other than for normal installation of pictures or plaques
and Tenant agrees to take reasonable care in the event of such installation) or in any way deface
the Premises or any part thereof.



     8. No furniture, packages, supplies, merchandise, freight or equipment of any kind shall be
brought into the Building without the consent of Landlord. All moving of the same into or out of
the Building shall be via the Building’s freight handling facilities, unless otherwise directed by
Landlord, at such time and in such manner as Landlord shall prescribe. No hand trucks or vehicles
(other than a wheelchair for an individual) shall be used in passenger elevators. Any hand trucks
permitted in the Building must be equipped with soft rubber tires and side guards.



     9. Landlord shall have the right to prescribe the weight, size and position of all safes and
other heavy equipment brought into the Building and also the times and manner of moving the same in
and out of the Building.



     Safes or other heavy objects shall, if considered necessary by Landlord, stand on a platform
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 from any cause, and all damage done
to the Building by moving or maintaining any such safe or other property shall be repaired by the
expense of Tenant.



     10. Tenant shall not employ any person or persons other than the janitor of Landlord for the
purpose of cleaning the Premises unless otherwise agreed to by Landlord. Except with the written
consent of Landlord no person or persons other than those approved by Landlord shall be permitted
to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary
labor by reason of Tenant’s carelessness or indifference in the preservation of good order and
cleanliness. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to
such work and shall not include shampooing of carpets or rugs or moving of furniture or other
special services. Window cleaning shall be done only by Landlord.



     11. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or
substance in the Premises, or permit or suffer the Premises to be occupied or used in any manner
offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors
and/or vibrations, or interfere in any way with other tenants or those having business therein, nor
shall any animals (other than as required for handicapped persons) or birds be brought in or kept
in or about the Premises or the Building.



     12. No cooking shall be done or permitted by any tenant on the Premises, nor shall the
Premises be used for the manufacture or storage of merchandise, for washing clothes, for lodging,
or for any improper, objectionable or immoral purpose.



     13. Tenant shall not use or keep in the Premises or the Project any kerosene, gasoline or
inflammable, explosive or combustible fluid or material, or use any method of heating or
air-conditioning other than that supplied by Landlord.



     14. No boring or cutting for wire or stringing of wires or cables will be allowed without
written consent of Landlord. The location of telephones, call boxes and other office equipment
affixed to the Premise shall be subject to the approval of Landlord.



     15. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the
same shall be affixed to the floor of the Premises in any manner except as approved by Landlord.
The expenses of
repairing any damage resulting from a violation of this rule or removal of any floor covering
shall be borne by Tenant.





			
	 	 	 
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     16. Landlord reserves the right to close and keep locked all entrance and exit doors and
otherwise regulate access of all persons to the halls, corridors, elevators and stairways in the
Building on Sundays and legal holidays and on other days between the hours of 7:00 p.m. and 7:00
a.m., and at such other times as Landlord may deem advisable for the adequate protection and safety
of the Building, its tenants and property in the Building. Access to the Premises may be refused
unless the person seeking access is known to the employee of the Building in charge, and has a pass
or is otherwise properly identified. Landlord shall in no case be liable for damages for any error
with regard to the admission or exclusion from the Building of any person.



     17. Tenant shall see that the doors of the Premises are closed and securely locked before
leaving the Building and must observe strict care and caution that all water apparatus are entirely
shut off before Tenant or Tenant’s employees leave the Building, and that all electricity, gas or
air shall likewise be carefully shut off, so as to prevent waste or damage.



     18. Landlord may refuse admission to the Building outside of ordinary business hours to any
person not known to the watchman in charge or not having a pass issued by Landlord or not properly
identified and may require all persons admitted to or leaving the Building outside of ordinary
business hours to register. Any person whose presence in the Building at any time shall, in the
sole judgment of Landlord, be prejudicial to the safety, character, reputation and interests of the
Building or its tenants may be denied access to the Building or may be ejected therefrom. Landlord
may require any person leaving the Building with any package or other object to exhibit a pass from
the tenant from whose premises the package or other object is being removed, but the establishment
and enforcement of such requirement shall not impose any responsibility on Landlord for the
protection of any tenant against the removal of property from the Premises of such tenant.



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



     20. Tenant shall not obstruct, alter or in any way impair the efficient operation of
Landlord’s heating, ventilating and air-conditioning system and shall not place bottles, machines,
parcels or other articles in a location or in a manner which would interfere with air flow. Tenant
shall not tamper with or change the setting of any thermostats or temperature control valves.



     21. Landlord shall have the right, exercisable without notice and without liability to Tenant,
to change the name and street addresses of the Building of which the Premises are a part.



     22. Landlord shall have the right to prohibit any advertising by any tenant which, in
Landlord’s opinion, tends to impair the reputation of the Building or its desirability as a
location for offices, and upon written notice from Landlord, any tenant shall refrain from or
discontinue such advertising.



     23. Canvassing, soliciting and peddling within the entire Project is prohibited unless
specifically approved by Landlord and each Tenant shall cooperate to prevent such activity.



     24. Tenant shall not allow its employees, business invitees, or guests to possess handguns or
other firearms, whether concealed or otherwise, on the Premises or in the Complex.



			
	 	 	 
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     25. All parking ramps and areas plus other public areas forming a part of the Project shall be
under the sole and absolute control of Landlord with the exclusive right to regulate and control
these areas. Tenant agrees to conform to the rules and regulations that may be established by
Landlord for these areas from time to time.



     26. Corridor doors, when not in use, shall be kept closed.



     27. Tenant shall not use the Premises or the Building to sell any items or services without
written approval of Landlord. The sale of services for stenography, typewriting, blueprinting,
duplicating and similar businesses shall not be conducted from within the Premises or Building for
the service or accommodation of occupants of the Building without the prior written consent of the
Landlord. Tenant shall not conduct any action on the Premises nor store goods, wares or merchandise
on the Premises, except for Tenant’s own personal or business use.



     28. Tenant shall comply with parking rules and regulations as may be posted and distributed
from time to time.



     29. Landlord reserves the right to rescind any of these rules and regulations and to make such
other further rules and regulations as in its judgment shall from time to time be needed for the
safety, protection, care and cleanliness of the Building, the operation thereof, the preservation
of good order therein and the protection and comfort of the tenants and their agents, employees and
invitees, which rules and regulations, when made and written notice thereof is given to a tenant,
shall be binding upon it in like manner as if originally herein prescribed.



			
	 	 	 
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EXHIBIT “E”




HAZARDOUS SUBSTANCES




     Except general office supplies typically used in an office area in the ordinary course of
business, such as copier toner, liquid paper, glue, ink, and cleaning solvents, for use in the
manner for which they were designed, and in such amounts as may be normal for the office
business operations conducted by Tenant in the Premises and in amounts which do not require a
permit, neither Tenant nor its agents, employees, contractors, licensees, sublessees, assignees,
or concessionaires shall use, handle, store, release or dispose of any Hazardous Substances in,
on, under or about the Premises or the Building. Tenant shall not cause or permit any Hazardous
Substance to be used, stored, generated or disposed of in the Building by Tenant, Tenant’s
agents, employees or contractors. If any Hazardous Substances are used, stored, generated, or
released or disposed of on or in the Premises or Building by Tenant or Tenant’s agents,
employees or contractors in violation of applicable laws, or if the Premises or Building becomes
contaminated in any manner by Tenant, Tenant shall indemnify, defend and hold harmless Landlord
from and against any and all claims, damages, fines, judgments, attorneys fees, penalties,
costs, liabilities or losses arising during or after the Term of this Lease and arising as a
result of such contamination, release or discharge. This indemnification includes any and all
reasonable and necessary costs incurred because of any investigation of an environmental act of
Tenant that requires any cleanup, remediation, removal or restoration mandated by federal, state
or local agency or political subdivision.



     Tenant will notify Landlord immediately upon learning that any duty described in this
Exhibit “F” of the Lease has been violated; that there has been a release, discharge or disposal
of any Hazardous Substance on or about the Premises or the Building; or that the Premises are
subject to any third party claim or action, or threat thereof, because of an environmental
condition in or originating from the Premises or arising in connection with the operation of
Tenant’s business. Upon written notice from Landlord to Tenant, Landlord will have the right to
perform the removal and abatement of any Hazardous Substances from the Premises or the Building
which arise out of Tenant’s violation of this exhibit to the Lease, and all costs of abatement or
removal of such Hazardous Substances, including environmental consultant fees, will be the
obligation of Tenant.



     As used herein “Hazardous Substances” means asbestos, any petroleum jelly, polychlorinated
biphenyls (PCB’s) and any hazardous or toxic substance, material or waste which is or becomes
regulated by any local governmental authority, the State of Texas or the United States
government, including, but not limited to, any material or substance defined as a “hazardous
waste”, “extremely hazardous waste”, “restricted hazardous waste”, “hazardous substances”,
“hazardous material” or “toxic pollutant” under Texas statutes and/or under the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.



			
	 	 	 
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EXHIBIT “F”




PARKING FACILITIES




			
	 	 	 
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EXHIBIT “G”




RENEWAL OPTION



Tenant is hereby granted the option (the “Renewal Option”) to renew this Lease as to all of
the Premises then covered hereby for a period of five (5) years (the “Renewal Term”) commencing on
the expiration of the Initial Term. If Tenant is considering exercising the Renewal Option, then
Tenant shall notify Landlord of such interest by delivering written notice to Landlord on or before
the date that is not less than nine (9) months prior to the expiration of the Initial Term
(hereinafter referred to as the “Renewal Option Notice Date”). If Landlord receives a timely notice
from Tenant to the effect that Tenant is considering exercising the Renewal Option, Landlord shall,
on or before the date thirty (30) days following the receipt of said notice, deliver to Tenant a
notice (“Landlord’s Renewal Notice”) of Landlord’s reasonable good faith estimate of the fair
market value for such Renewal Term for the Premises that Tenant is considering renewing (the
“Market Rate”). Tenant shall then have until the date six (6) months prior to the expiration of the
Initial Term, but in no event less than thirty (30) days following Tenant’s receipt of Landlord’s
Renewal Notice (the “Renewal Option Exercise Date”), in which to elect to exercise the Renewal
Option by giving written notice thereof to Landlord. If Tenant fails to exercise the Renewal Option
prior to the Renewal Option Exercise Date, all of Tenant’s rights with respect to such Renewal
Option shall expire.



The renewal of this Lease shall be upon the same terms and conditions set forth in this Lease,
except that (i) the Basic Rent for the Renewal Term shall be equal to the Market Rate as of the
date such Renewal Option is exercised by Tenant; (ii) the Base Year for calculating Additional
Rent, shall be the year following the year in which the applicable Renewal Term commences (e.g.,
Year 2007 for the Renewal Term); (iii) leasehold improvements located in the Premises shall be
provided to Tenant in their then-existing, as is condition at the time the Renewal Term commences,
without the obligation on the part of Landlord to furnish, install or modify any leasehold
improvements or to provide an allowance or credit therefore.If Landlord and Tenant are unable to
agree upon the Market Rate for the Renewal Option on or before the date thirty (30) days following
Tenant’s receipt of Landlord’s Renewal Notice, Tenant may exercise the Renewal Option and submit
the resolution of the determination of the Market Rate for such Renewal Term for determination by
an independent MAI appraiser in the following manner. Tenant shall advise Landlord in writing of
the name of an appraiser who has been a member of the appraisal institute for at lease five (5)
years who has at least ten (10) years of experience of evaluating office building leases in the
City of Dallas, Texas (the “Tenant’s Appraiser”), Landlord shall, within twenty (20) days after
receipt of such notice from Tenant, appoint another appraiser who meets the same qualifications as
Tenant’s Appraiser (“Landlord’s Appraiser”). Landlord’s Appraiser and Tenant’s Appraiser shall
together, within twenty (20) days of the appointment of the Landlord’s Appraiser, collectively
determine the Market Rate which shall become final and binding upon Landlord and Tenant concerning
the Basic Rent during the Renewal Term. Landlord shall bear all costs and expenses incurred by
Landlord’s Appraiser and Tenant shall bear all costs and expenses incurred by Tenant’s Appraiser in
connection with such appraisers determining the Market Rate upon the exercise of each respective
Renewal Option.



Notwithstanding anything to the contrary contained in this Exhibit “H”, Tenant shall not be
permitted to exercise the Renewal Option if, at the time of such exercise, there exists and is
continuing an event of default by Tenant under Article 13 of this Lease.




			
	 	 	 
	Amended and Restated Office Lease Agreement
	 	Page 41 of 41