LEASE CORPORATE CENTER PHASE II LIMITED PARTNERSHIP, a Delaware limited partnership Landlord and CONEXIS BENEFITS ADMINISTRATORS, L.P. , a Texas limited partnership Tenant

1.2 Landlord represents and warrants to Tenant, that, as of date of its execution of this Lease, to Landlord's knowledge, the Premises and the common areas of the Building are substantially in compliance with Environmental Laws (defined below). Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the "Tenant Entities") to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively "Hazardous Materials") flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the  keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Material s. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and necessary for the use of the Premises for general office purposes; provided that Tenant shall always handle , store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims,  liability  or  costs (including court costs and attorney's fees) incurred by reason of  any  actual  or  asserted  failure  of  Tenant  to  fully comply with  all applicable Environmental Laws, or the presence, handling, use or disposition  in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though  permissible  under  all  applicable Environmental  Laws or the provisions  of this Lease), or by reason  of any actual or asserted failure of Tenant to keep,

1.3 Tenant and the Tenant Entities will be entitled to the non-exclusive use of the common areas of the Building as they exist from time to time during the Term, including the parking facilities, subject to Landlord 's rules and regulations regarding such use. However , in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than Tenant's Proportionate Share of the total parking spaces available for common use without written approval of Landlord. Landlord agrees to provide spaces on an as needed basis, if available, which spaces shall be subject to (i) Article 30 of this Lease and (ii) payment by Tenant of the then prevailing monthly parking rent for parking spaces in the Building. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces.

2.1 The Term of this Lease shall begin on the date ("Commencement Date") which shall be the later of the Initial Premises Scheduled Commencement Date as shown on the Reference Pages and the date that Landlord shall tender possession of the Initial Premises to Tenant, and shall terminate on the date as shown on the Reference Pages ("Termination Date"), unless sooner terminated by the provisions of this Lease. The Term for the First Must-Take Space shall begin on the date (the "FMTS Commencement Date") which shall be the later of the First Must-Take Space Scheduled Commencement Date as shown on the Reference Pages and the date Landlord shall tender possession of the First Must-Take Space and reference to "Premises" under this Lease shall thereupon mean the Initial Premises as expanded by the First Must Take Space. The Term for the Second Must-Take Space shall begin on the date (the "SMTS Commencement Date") which shall be the later of the Second Must-Take Space Scheduled Commencement Date as shown on the Reference Pages and the date Landlord shall tender possession of the Second Must-Take Space and reference to "Premises" under this Lease shall thereupon mean the Initial Premises as expanded by the First Must-Take Space and the Second Must-Take Space.

2.2 Landlord shall tender possession of the Initial Premises, the First Must-Take Space and the Second Must- Take Space, as applicable, with all the work to be performed by Landlord pursuant to the attached Exhibit B, Exhibit B-1 and Exhibit B-2, as applicable, substantially completed as anticipated thereunder. Tenant shall deliver a punch list of items not completed within thirty (30) days after Landlord tenders possession of the Initial Premises, the First Must-Take Space and the Second Must-Take Space, as applicable, and Landlord agrees to proceed with due diligence to perform its obligations regarding such items.

2.3 As and when required by Landlord, Tenant shall, at Landlord's request, execute and deliver a memorandum agreement or agreements provided by Landlord generally in the form of Exhibit C attached hereto, setting forth the actual Commencement Date, and/or, as applicable, the actual FMTS Commencement Date and/or the actual SMTS Commencement Date, Tenant 's Proportionate Share, the Termination Date and, if necessary, a revised rent schedule or schedules. Should Tenant fail to do so within thirty (30) days after Landlord's request, the information set forth in such memorandum or memoranda provided by Landlord shall be conclusively presumed to be agreed and correct.

2.4 Tenant agrees that in the event of the inability of Landlord to deliver possession of (a) the Initial Premises on the Initial Premises Scheduled Commencement Date, or (b) the First- Must Take Space on the First Must-Take Space Scheduled Commencement Date, or (c) the Second Must-Take Space on the Second Must-Take Space Scheduled Commencement Date, for any reason, Landlord shall not be liable for any damage resulting from such inability, but Tenant shall not be liable for any rent payable for the applicable space until the time when Landlord can, after notice to Tenant, deliver possession of the applicable space to Tenant, so that for example, if Landlord for whatever reason is unable to deliver the First Must-Take Space on the First Must-Take Space Scheduled Commencement Date, Tenant shall continue to be liable for payment of rent for the Initial Premises but shall not be liable for payment of rent for the First Must-Take Space pending delivery of possession of the First Must-Take Space to Tenant. No such failure to give possession on the applicable scheduled commencement date shall affect the other obligations of Tenant under this Lease. Notwithstanding anything in this Lease to the contrary it is agreed that a "Tenant Delay" for purposes of this Lease shall mean any delay by Landlord in delivering possession of the applicable space which is as a result of: (a) Tenant's unreasonable failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant 's request for materials, finishes or installations other than Landlord 's standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant's change in any plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing,  a "Tenant Delay"). If any delay is the result of a Tenant Delay, the Commencement Date or, as applicable, the FMTS Commencement Date or the SMTS Commencement Date, as the case may

2.5 In the event Landlord permits Tenant, or any agent, employee or contractor of Tenant, to enter, use or occupy the Initial Premises prior to the Commencement Date, or the First Must-Take Space prior to the FMTS Commencement Date or the Second Must-Take Space prior to the SMTS Commencement Date, such entry, use or occupancy shall be subject to all the provisions of this Lease other than the payment of rent for the applicable space, including, without limitation, Tenant's compliance with the insurance requirements of Article 1 1. Said early possession shall not advance the Termination Date.

3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying the Monthly Installment of Rent then in effect on or before the first day of each full calendar month during the Term, except that the first full month's rent shall be paid upon the execution of this Lease and shall be offset against rent when it actually first becomes due under the Lease.  Provided there is no Event of Default by Tenant under this Lease, payment of rent for the Initial Premises shall be abated for the first year of the Term as set forth in the Initial Premises rent schedule on the Reference Pages. The Monthly Installment of Rent in effect at any time shall be one-twelfth (1/12) of the Annual Rent in effect at such time. Rent for any period during the Term which is less than a full month shall be a prorated portion of the Monthly Installment of Rent based upon the number of days in such month. Said rent shall be paid to Landlord, without deduction or offset and without notice or demand, at the Rent Payment Address, as set forth on the Reference Pages, or to such other person or at such other place as Landlord may from time to time designate in writing. Unless specified in this Lease to the contrary, all amounts and sums payable by Tenant to Landlord pursuant to this Lease shall be deemed additional rent.

3.2 Tenant recognizes that late payment of any rent or other sum  due  under  this  Lease  will  result  in administrative expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other sum is not paid when due and payable pursuant to this Lease, a late charge shall be imposed in an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) five percent (5%) of the unpaid rent or other payment.  The amount of the late charge to be paid by Tenant shall be reassessed and added to Tenant's obligation for each successive month until paid. The provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they are due, nor do the terms of this Section 3.2 in any way affect Landlord 's remedies pursuant to Article 19 of this Lease in the event said rent or other payment is unpaid after date due.

4.1 For the purpose of this Article 4, the following terms are defined as follows:

4.1.1 Lease Year: Each fiscal year (as determined by Landlord from time to time) falling partly or wholly within the Term.

4.1.2 Expenses: All costs  of operation, maintenance, repair, replacement and management of the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any  standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; utility costs, including, but not limited to, the cost of heat, light, power, steam,

4.1.3 Taxes: Real estate taxes and any other taxes, charges and assessments which are levied with respect to the Building or the land appurtenant to the Building, or with respect to any improvements , fixtures and equipment or other property of Landlord, real or personal, located in the Building and used in connection with the operation of the Building and said land, any payments to any ground lessor in reimbursement of tax payments made by such lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting, contesting or in any way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year. Taxes shall not include any corporate franchise, or estate, inheritance or net income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Building or any taxes to be paid by Tenant pursuant to Article 28.

4.2 If in any Lease Year, (i) Expenses paid or incurred shall exceed Expenses paid or incurred in the Base Year (Expenses) and/or (ii) Taxes paid or incurred by Landlord in any Lease Year shall exceed the amount of such Taxes which became due and payable in the Base Year (Taxes), and/or (iii) Insurance Costs paid or incurred by Landlord in any Lease Year shall exceed the amount of such Insurance Costs which became due and payable in the Base Year (Insurance), Tenant shall pay as additional rent for such Lease Year Tenant's Proportionate Share of each such excess amount.

4.3 The annual determination of Expenses and Insurance Costs shall be made by Landlord and shall be binding upon Landlord and Tenant, subject to the provisions of this Section 4.3. During the Term, Tenant may review, at Tenant's sole cost and expense, the books and records supporting such determination in an office of Landlord, or Landlord' s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination , but in no event more often than once in any one ( 1 ) year period, subject to execution of a confidentiality agreement acceptable to Landlord, and provided that if Tenant utilizes an independent accountant to perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such confidentiality agreement.  If Tenant fails to object to Landlord's determination of Expenses and Insurance Costs within ninety (90) days after receipt, or if any such objection fails to state with specificity the reason for the objection, Tenant shall be deemed to have approved such determination and shall have no further right to object to or contest such determination. In the event that during all or any portion of an y Lease Year or Base Year, the Building is not fully rented and occupied Landlord shall make an appropriate adjustment in occupancy-related Expenses for such year for the purpose of avoiding distortion of the amount of such Expenses to be attributed to Tenant by reason of variation in total occupancy of the Building, by employing consistent and sound accounting and management principles to determine Expenses that would have been paid or incurred by Landlord had the Building been at least ninety-five percent (95%) rented and occupied, and the amount so determined shall be deemed to have been Expenses for such Lease Year.

4.4 Prior to the actual determination thereof for a Lease Year, Landlord  may from time to time estimate Tenant 's liability for Expenses, Insurance Costs and/or Taxes under Section 4.1.4, Article 6 and Article 28 for the Lease Year or portion thereof. Landlord will give Tenant written notification of the amount of such estimate and Tenant agrees that it will pay, by increase of its Monthly Installments of Rent due in such Lease Year, additional rent in the amount of such estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section 4.4 shall remain in effect until further written notification to Tenant pursuant hereto.

4.5 When the above mentioned actual determination of Tenant 's liability for Expenses, Insurance Costs and/or Taxes is made for any Lease Year and when Tenant is so notified in writing, then:

4.5.1 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Expenses, Insurance Costs and/or Taxes for the Lease Year is less than Tenant 's liability for Expenses, Insurance Costs an d/or Taxes, then Tenant shall pay such deficiency to Landlord as additional rent in one lump sum within thirty (30) days of receipt of Landlord 's bill therefor; and

4.5.2 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Expenses, Insurance Costs and/or Taxes for the Lease Year is more than Tenant's liability for Expenses, Insurance Costs and/or Taxes, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 4, or, if the Lease has terminated, refund the difference in cash. Tenant shall not be entitled to a credit by reason of actual Expenses and/or Taxes and/or Insurance Costs in any Lease Year being less than Expenses and/or Taxes and/or Insurance Costs in the Base Year (Expenses and/or Taxes and/or Insurance).

4.6 If the Commencement Date is other than January 1 or if the Termination Date is other than December 31, Tenant's liability for Expenses, Insurance Costs and Taxes for the Lease Year in which said Date occurs shall be prorated based upon a three hundred sixty-five (365) day year.

6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make or suffer to be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements . Landlord 's  consent shall not be unreasonably withheld with respect to alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) in aggregate do not cost more than $5.00 per rentable square foot of that portion of the Premises affected by the alterations in question.

6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made by using either Landlord' s contractor or a contractor reasonably approved by Landlord, in either event at Tenant's sole cost and expense. If Tenant shall employ any contractor other than Landlord 's contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor un ions concerning the wage, hours, terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant a construction management fee not to exceed five percent (5%) of the cost of such work to cover its overhead as it relates to such proposed work, plus third-party costs actually incurred by Landlord in connection with the proposed work and the design thereof, with all such amounts being due five (5) days after Landlord's demand.

6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all government laws, ordinances, rules and regulations, using Building standard materials where applicable, and Tenant shall, prior to construction , provide the additional insurance required under Article 11 in such case, and also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including but not limited to, notices of non-responsibility, waivers of lien, surety company performance  bonds and funded construction escrows and to protect Landlord and the Building and appurtenant land against any loss from any mechanic 's, materialmen's or other liens.  Tenant

6.4 Tenant's name shall be included in the Building lobby directory and on one (I) panel on the existing multi- tenant monument sign. In addition, and subject to compliance with all governmental laws, ordinances and regulations applicable thereto and all restrictions by the Las Colinas Association or any replacement or equivalent thereof, Tenant may install its name on the Building in a location to be first approved by Landlord and Las Colinas Association, but in any event, no higher than the first level of the Building. Tenant must obtain Landlord's prior written consent for the design, graphics and installation of such signage. In no event shall Landlord ever be obliged to obtain or pursue any revision of any code, ordinances and/or restrictions that currently prohibit a second sign on the Building. All signage referenced hereunder shall be at Tenant 's cost and expense and may be paid from any of the tenant improvement allowances given to Tenant under the attached Exhibit B, Exhibit B-1 and Exhibit B-2.

7.1 Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except as specified in Exhibit B if attached to this Lease and except that Landlord shall repair and maintain the structural port ions of the Building, including the  basic plumbing, air conditioning, heating and electrical systems installed or furnished by Landlord. Landlord shall be responsible for ADA compliance for the common areas of the Building, except that any costs or expense incurred by Landlord for ADA alterations or improvements to the common areas of the Building necessitated solely by Tenant's ADA alterations or improvements to the Premises shall be charged to Tenant and payable on demand by Tenant as additional rent hereunder. By taking possession of the Premises, Tenant accepts them as being in good order, condition and repair and in the condition in which Landlord is obligated to deliver them, except as set forth in the punch list to be delivered pursuant to Section 2.2. It is hereby understood and agreed that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically set forth in this Lease.

7.2 Tenant shall, at all times during the Term , keep the Premises, including the generator installed therein for Tenant's exclusive use as referenced in Exhibit B, and all systems (including supplemental heating, air-conditioning and ventilation systems) installed therein by Tenant, in good condition and repair excepting damage by fire, or other casualty, and in compliance with all applicable governmental laws, ordinances and regulations, promptly complying with all governmental orders and directives for the correction, prevention and abatement of any violations or nuisances in or upon, or connected with, the Premises, all at Tenant 's sole expense.

7.3 Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant.

7.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant, and any guarantor of Tenant's obligations under the Lease, shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Notwithstanding the generality of the foregoing, upon a subletting of the Premises, permitted or otherwise, Tenant shall comply with the population density restriction in Section I.I of this Lease with respect to the retained portion of the Premises and the sublessee shall comply with such restriction with respect to the subleased portion of the Premises. Upon the occurrence of an Event of Default , if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease.

7.3 In addition to Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting of part only of a floor within the Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice within fifteen (15) days following Landlord's receipt of Tenant's written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord's termination notice, that Tenant is rescinding its proposed sublease, the termination notice shall be void and the Lease shall continue in full force and effect. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall abate proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation which may be due and owing as a result of the Premises, or part thereof, being recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.

7.4 In the event that Tenant sells, sublet s, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (50%) of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in this Section, "Increased Rent" shall mean the excess of (i) al l rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The "Costs Component" is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection with such sublease, assignment or other transfer.

7.5 Notwithstanding any other provision hereof, it shall be considered reasonable for Landlord to withhold its consent to any assignment of this Lease or sublease of any portion of the Premises if at the time of either Tenant's notice of the proposed assignment or sublease or the proposed commencement date thereof, there shall exist any uncured default of

7.6 Upon any request to assign or sublet, Tenant will pay to Landlord the Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord's costs, comprising reasonable attorney's fees, a management administration fee, architect's/engineer 's fees (if applicable) and financial analysis fees (if appl icable) incurred in investigating and considering any proposed or purported assignment or pledge of this Lease or sublease of any of the Premises, regardless of whether Landlord shall consent to, refuse consent, or determine that Landlord 's consent is not required for, such assignment, pledge or sublease. Any purported sale, assignment, mortgage, transfer of this Lease or subletting which does not comply with the provisions of this Article 9  shall be void.

7.7 If Tenant is a corporation, limited liability compan y, partnership or trust, any transfer or transfers of or change or changes within any twelve ( 12) month period in the number of the outstanding voting shares of the corporation or limited liability company, the general partnership interests in the partnership or the identity of the persons or entities controlling the activities of such partnership or trust resulting in the persons or entities owning or controlling a majority of such shares, partnership interests or activities of such partnership or trust at the beginning of such period no longer having such ownership or control shall be regarded as equivalent to an assignment of this Lease to the persons or entities acquiring such ownership or control and shall be subject to all the provisions of this Article 9 to the same extent and for all intents and purposes as though such an assignment. The foregoing shall not apply to a public offering registered to the Securities and Exchange Commission or any trading of shares thereafter, provided however that, any change in the control of ownership of Tenant shall be subject to all the provisions of this Article 9.

7.8 Notwit hstand ing the foregoing, Tenant may transfer all or part of its interest in this Lease or all or part of the Premises (a "Permitted Transfer") to the following types of entities (a "Permitted Transferee") without the written consent of Landlord:

(I) )    any parent, subsidiary or affiliate of Tenant provided that the Tangible Net Worth of such entity is not less than the Tangible Net Worth of Tenant as of the Commencement Date;

(2) any corporation, limited partnership, limited liability partner ship, limited liability company or other business entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions govern ing merger and consolidation of business entities, so long as (A) Tenant's oblig-ations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the Commencement Date; or

(3) any corporation, limited partnership, limited liability partnership, limited liability compan y or other business entity acquiring all or substantially all of Tenant's assets if such entity's Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the Commencement Date.

12. WAIVER OF SUBROGATION. So long as their respective insurers so permit, Tenant and Landlord hereby mutually waive their respective rights of recovery against each other for any loss in sured by fire, extended coverage, All Risks or other insurance now or hereafter existing for the benefit of the respective party but only to the extent of the net insurance proceeds payable under such pol icies. Each party shall obtain any special endorsements required by their insurer to evidence compliance with the aforementioned waiver.

13.1 Provided Tenant sha ll not be in default under this Lease, and subject to the other provisions of this Lease, Landlord agrees to furnish to the Premises during Building Business Hours (specified on the Reference Pages) on generally recognized business days (but exclusive in any event of Sundays and national and local legal holidays), the following services and utilities subject to the rules and regulations of the Building prescribed from time to time: (a) water suitable for normal office use of the Premises; (b) heat and air conditioning required in Landlord' s judgment for the use and occupation of the Premises during Building Business Hours; (c) cleaning and janitorial service five (5) days per week only; (d) elevator service by nonattended automatic elevators, if applicable; and, (e) equipment to bring to the Premises electricity for lighting, convenience outlets and other normal office use. To the extent that Tenant is not billed directly by a public util ity, Tenant shall pay, within five (5) days of Landlord 's demand, for all electricity used by Tenant in the Premises.  The charge shall be at the rates charged for such services by the local public utility. Alternatively, Landlord may elect to include electricity costs in Expenses. Landlord reserves the right to install electric and/or water meters in the Premises or any part thereof.  The cost of such meters shall be at Tenant's expense.  Notwithstanding anything to the contrary contained in this Lease, provided there is no Event of Default under the Lease, electricity charges for the Initial Premise shall be abated for the first year of Term as set forth in the Initial Premises rent schedule on the Reference Pages. In the absence of Landlord's gross negligence or willful misconduct, Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of rental by reason of Landlord's failure to furnish any of the foregoing, unless such failure shall persist for an unreasonable time after written notice of such failure is given to Landlord by Tenant and provided further that Landlord shall not be liable when such fail ure is caused by accident, breakage, repairs, labor disputes of any character, energy usage restrictions or by any other cause, sim ilar or dissimilar, beyond the reasonable control of Landlord. Landlord shall use reasonable efforts to remedy any interruption in the furnishing of services and utilities.

13.2 Should Tenant require any additional work or service, as described above, including services furnished outside ordinary business hours specified above, Landlord may, on terms to be agreed, upon reasonable advance notice by Tenant, furnish such additional service an d Tenant agrees to pay Landlord such charges as may be agreed upon, including any tax imposed thereon, but in no event at a charge less than Landlord's actual cost plus overhead for such additional service and, where appropriate, a reasonable  allowance for depreciation of any systems being used to provide such service. The current charge for after-hours HVAC service, which is subject to change at any time, is specified on the Reference Pages.

13.3 Wherever heat-generating machines or equipment are used by Tenant in the Premises which affect the temperature otherwise maintained by the air conditioning system or Tenant allows occupancy of the Premises by more persons than the heating and air conditioning system is designed to accommodate, in either event whether with or without Landlord's approval, Landlord reserves the right to install supplementary heating and/or air conditioning units in or for the benefit of the Premises and the cost thereof, including the cost of installation and the -cost of operations and maintenance, shall be paid by Tenant to Landlord within five (5) days of Landlord 's demand.

13.4 Tenant will not, without the written consent of Landlord, use any apparatus or device in the Premises, including but not lim ited to, electronic data processing machines and machines using current in excess of 2000 watts and/or 20 amps or 120 volts, which will in any way increase the amount of electricity or water usually furnished or supplied for use of the Premises for normal office use, nor connect with electric current, except through existing electrical outlets in the Premises, or water pipes, any apparatus or device for the purposes of using electrical current or water. IfTenant shall require water or electric current in excess of that usually furnished or supplied for use of the Premises as normal office use, Tenant shall procure the prior written consent of Landlord for the use thereof, which Landlord may refuse, an d if Landlord does consent, Landlord may cause a water meter or electric current meter to be installed so as to measure the amount of such excess water and electric current. The cost of any such meters shall be paid for by Tenant. Tenant agrees to pay to Landlord within five (5) days of Landlord's demand , the cost of all such excess water and electric current consumed (as shown by said

13.5 Tenant will not, without the written consent of Landlord, contract with a utility provider to service the Premises with any utility, incl uding, but not limited to, telecommunications, electricity, water, sewer or gas, which is not previously providing such service to other tenants in the Building. Subject to Landlord 's reasonable ru les and regulations and the provisions of Articles 6 and 26, Tenant shall be entit led to the use of wiring (''Communication s Wiring") from the existing telecommunications nexus in the Building to the Premises, sufficient for normal general office use of the Premises. Tenant shall not install any additional Communication s Wiring, nor remove any Communications Wiring, without in each instance obtain ing the prior written consent of Landlord, which consent may be withhe ld in Landlord's sole and absolute discretion . Landlord 's shall in no event be liable for disruption in any service obtained by Tenant pursuant to this paragraph.

14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this Lease by lapse of time or otherwise at the rate ("Holdover Rate") which shall be One Hundred Fifty Percent  (150%) of the greater of (a) the amount of the Annual Rent for the last period pr ior to the date of such termination plus all Rent Adjustments under Article 4; and (b) the then market rental value of the Premises as determined by Landlord assuming a new lease of the Premises of the then usual duration and other terms, in either case, prorated on a daily basis, and also pay al l damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord 's election to such effect, such holding over shall constitute renewal of this Lease for a period from month to month at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination; and instead, a tenancy at sufferance at th e Holdover Rate shall be deemed to have been created. In any event, no provision of this Article 14 shall be deemed to waive Landlord's right of reentry or any other right under this Lease or at law.

15. SUBORDINATION. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord's interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoin g, Tenant covenants and agrees to execute and deliver within ten (IO) days of Landlord's request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. As of the date of Landlord's execution of this Lease, Landlord confirms that there is no mortgagee with a lien on Landlord's interest in the Building. In the event of a future mortgagee with a lien on Landlord's interest in the Building, then, upon Tenant's request therefor, and at Landlord's cost (not to exceed $200.00), Landlord shall use reasonable efforts to obtain from such mortgagee a subordination, non-disturbance and attornment agreement in favor of Tenant on such mortgagee's standard form.

16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all the rules and regulations as set forth in Exhibit D  to this Lease and all reasonable and non-discriminatory modifications of and additions to them from time to time put into effect by Landlord . Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any such rules and regulations.

19.1 Except as otherwise provided in Article 20, upon the occurrence of any of the Events of Default described or referred to in Article 18, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever , concurrently or consecutively and not alternatively:

19.1.2 Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any tem1ination of Tenant' s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon the Premises in such event and to repossess Landlord of the Premises as of Landlord's former estate and to expel or remove Tenant and any others who may be occupying or be within the Premises and to remove Tenant's signs and other evidence of tenancy and all other property of Tenant therefrom without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom, Tenant waiving any right to claim damages for such re-entry and expulsion, and without relinqu ishing Landlord's right to rent or any other right given to Landlord under this Lease or by operation oflaw.

19.1.3 Upon any termination of th is Lease, whether by lapse of time or otherwise, Landlord shall, subject to Landlord' s obligation, if any, to mitigate under Texas law, be entitled to recover as damages, all rent, including any amounts treated as additional rent under this Lease, and other sums due and payable by Tenant on the date of termination, plus as liquidated damages and not as a penalty, an amount equal to the sum of: (a) an amount equal to the then present value of the rent reserved in this Lease for the residue of the stated Term of th is Lease including any amounts treated as additional rent under this Lease and all other sums provided in this Lease to be paid by Tenant, minus the fair rental value of the Premises for such residue ; (b) the value of the time and expense necessary to obtain a replacement tenant or tenants, and the estimated expenses described in Section 19.1.4 relating to recovery of the Premises, preparation for reletting and for reletting itself; and (c) the cost of performing any other covenants which would have otherwise been performed by Tenant.

19. 1.4.1 Neither such termination of Tenant's right to possession nor Landlord's taking and holding possession thereof as provided in Section 19.1.2 shall terminate the Lease or release Tenant, in whole or in part, from any obligation, including Tenant's obligation to pay the rent, including any amounts treated as additional rent, under this Lease for the full Term, and if Landlord so elects Tenant shall continue to pay to Landlord the entire amount of the rent as and when it becomes due, including any amounts treated as additional rent under this Lease, for the remainder of the Term plus any other sums provided in this Lease to be paid by Tenant for the remainder of the Term.

19.2 Upon the occurrence of an Event of Default, Landlord may (but shall not be obligated to) cure such default at Tenant 's sole expense. Without limiting the general ity of the foregoing, Landlord may, at Landlord's option, enter into and upon the Premises if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible under this Lease or to otherwise effect compliance with  its obligations under this Lease and correct the same, without being deemed in any manner  guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant's business resulting therefrom and Tenant agrees to reimburse Landlord within five (5) days of Landlord's demand as additional rent, for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease, plus interest from the date of expenditure by Landlord at the Wall Street Journal prime rate.

19.3 Tenan t understands and agrees that in entering into this Lease, Landlord is relying upon receipt of all the Annual and Monthly Installments of Rent to become due with respect to all the Premises originally leased hereunder over the full Initial Term of this Lease for amortization, including interest at the Amortization Rate. For purposes hereof, the "Concession Amount" shall be defined as the aggregate of all amounts forgone or expended by Landlord as free rent under the lease, under Exhibit B  hereof for tenant improvement allowances (excluding therefrom any amounts expended by Landlord for Landlord's Work, as defined in Exhibit B), and for brokers ' commissions payable by reason of this Lease. Accordingly, Tenant agrees that if this Lease or Tenant's right to possession of the Premises leased hereunder shall be terminated as of any date ("Default Termination Date") prior to the expiration of the full Initial Term hereof by reason of a default of Tenant, there shall be due and owing to Landlord as of the day prior to the Default Termination Date, as rent in addition to all other amounts owed by Tenant as of such Date, the amount ("Unamortized Amount") of the Concession Amount determined as set forth below; provided, however, that in the event that such amounts are recovered by Landlord pursuant to any other provision of th is Article 19, Landlord agrees that it shall not attempt to recover such amounts pursuant to this Paragraph 19.3. For the purposes hereof, the Unamortized Amount shall be determined in the same manner as the remaining principal balance of a mortgage with interest at the Amortization Rate payable in level payments over the same length of time as from the effectuation of the Concession concerned to the end of the full Initial Term of this Lease would be determined. The foregoing provisions shall also apply to and upon any reduction of space in the Premises, as though such reduction were a termination for Tenant's default, except that (i) the Unamortized Amount shall be reduced by any amounts paid by Tenant to Landlord to effectuate such reduction and (ii) the manner of application shall be that the Unamortized Amount shall first be determined as though for a full termination as of the Effective Date of the elimination of the portion, but then the amount so determined shall be multiplied by the fraction of which the numerator is the rentable square footage of the eliminated portion and the denominator is the rentable square footage of the Premises originally leased hereunder; and the amount thus obtained shall be the Unamortized Amount.

19.4 If, on account of an y breach or default by either party in its obligations under the terms and conditions of this Lease, it shall become necessary or appropriate for the non-defaulting party to employ or consult with an attorney or collection agency concerning or to enforce or defend any of the non-defaulting party's rights or remedies arising under this Lease or to collect any sums due from the defaulting party, the defaulting party agrees to pay all costs and fees so incurred by the non-defaulting party, including, without limitation, reasonable attorneys' fees an d costs. LANDLORD AND TENANT EACH EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY.

19.6 No act or thing done by Landlord or its agents during the Term shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of said Premises shal l be valid, unless in writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants contained in th is Lease shall be deemed or construed to constitute a waiver of any other violati on or breach of any of the terms, provisions and covenants contained in this Lease. Landlord' s acceptance of the payment of rental or other payments after the occurrence of an Event of Default shall not be construed as a waiver of such Default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease upon an Event of Default shall not be deemed or construed to constitute a waiver of such Default or of Landlord 's right to enforce any such remedies with respect to such Default or any subsequent Default .

19.8 Any and all property which may be removed from the Prem ises by Landlord pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may be handled, removed and/or stored, as the case may be, by or at the direction of Landlord but at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord' s possession or under Landlord 's control. Any such property of Tenant not retaken by Tenant from storage within thirty (30) days after removal from the Premises shall, at Landlord 's option, be deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale without further payment or credit by Landlord to Tenant.

19.9 If more than two (2) Events of Default occur during any calendar year of the Term (including any renewal of the Term) which have not been cured within the notice and cure periods permitted under this Lease, Tenant's renewal options, expansion opti ons, purchase options and rights of first offer and/or refusal, if any are provided for in this Lease, shall be null and void.

19.20.3.2 Tenant' s Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of: (a) three (3) months' rent and other monetary charges accruing under this Lease; and (b) any sum specified in Article 4; and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease. Without limitation , such assurances shall include, at least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant 's Representative has and will continue to have sufficient unencumbered assets after the paymen t of all secured obligations and administrative expenses to assure Landlord that Tenant's Representative will have sufficient funds to fulfil l the obligations of Tenant under this Lease; and, in the case of assignment, submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to Landlord and showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of the Tenan t's obligations under this Lease.

19.20.3.3 The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises, as shall be the case, will not breach any provision in any other lease, mongage, financing agreement or other agreement by which Landlord is bound.

21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, while paying the rental and performin g its other covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance.

22.1 In the event the Premises or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be materially restored within one ht:.ndred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord 's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant 's use of the Premises for the purpose for which it was being used immediately before such damage.

22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1.

22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.-

22.4 In the event that Landlord should fail to complete such  repairs and material restoration within  sixty (60) days after the date estimated by Landl ord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord , within fifteen (15) days  after  the  expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided,  however, that  if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other  causes  beyond  the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of  time Landlord  is so delayed.

22.5 Notwithstand ing anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twel ve (12) months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate th is Lease by notice to Landlord within fifteen

22.6 In the event of any damage or destr uction to the Building or Premises by any peril covered by the provisions of th is Article 22, it shal l be Tenant's responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith , at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request.

23. EMINENT DOMAIN. Ifall or any substantial part of the Premises shall be taken or appropriated by any public or q uasi-public authority under the power of eminent domain, or conveyance in lieu of such appropriation, either party to this Lease shall have the right, at its option, of giving the other, at any time within thirty (30) days after such taking, notice tem1inating this Lease, except that Tenant may on ly terminate this Lease by reason of taking or appropriation, if such taking or appropriati on shall be so substantial as to material ly interfere with Tenant 's use and occupancy of the Premises. Ifneither party to this Lease shall so elect to terminate this Lease, the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In addition to the rights of Landlord above, if any substantial part of the Building shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease. Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or upon any such sum, which may be paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made with respect to Tenant's trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term.

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the Building, the same shall operate to release Landlord from any future liability upon any of the covenants or conditions, expressed or implied, contained in th is Lease in favor of Tenant, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. Except as set forth in this Article 24, this Lease shall not be affected by any such sale and Tenant agrees to attom to the purcha ser or assignee. If any security has been given by Tenant to secure the  faithful performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord's successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES. Within ten (I0) days following any written request which  Landlord  may make from time to time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications to this Lease, that this Lease is in full force and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have been paid ; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant's statement; and (e) such other matters as may be requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or purchaser, and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. Tenant irrevocabl y agrees that if Tenant fails to execute and deliver such certificate with in such ten (10) day period Landlord or Landlord's beneficiary or agent may execute and deliver such certificate on Tenant's behalf, and that such certificate shall be ful ly binding on Tenant.

26. I Tenant shall arrange to meet Landlord for two (2) joint inspections of the Premises, the first to occur at least thirty (30) days (but no more than sixty (60) days) before the last day of the Term, and the second to occur not later than forty-eight (48) hours after Tenant has vacated the Premises. In the event of Tenant's failure to arrange such joint inspection s and/or parti cipate  in either such inspection, Landlord's inspection at  or after Tenant's vacating the Premises shall be conclusi vely deemed correct for purposes of determining Tenant's responsibility for repairs and restoration .

26.2 All alterations, additions, and improvements in, on, or to the Premises made or installed by or for Tenant, including carpeting (collectively, "Alterations"), shall be and remain the property of Tenant during the Term.   Upon the

26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earl ier termination of the Term Upon the expiration or earlier termination of the Tem1, Tenant shall pay to Landlord the amount, as estimated by Lan dlord, necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant's obligation for unpaid amounts due or to become due to Landlord. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied.

27. NOTICES. Any notice or document required or permitted to be delivered under this Lease shall be addressed to the intended recipient, by fully prepaid registered or certified United States Mail return receipt requested, or by reputable independent contract delivery service furnishing a written record of attempted or actual delivery, and shall be deemed to be delivered when tendered for delivery to the addressee at its address set forth on the Reference Pages, or at such other address as it has then last specified by written notice delivered in accordance with this Article 27, or if to Tenant at either its aforesaid address or its last known registered office or home of a general partm:r ur individual owner, whether or not actually accepted or received by the addressee. Any such notice or document may also be personally delivered if a receipt is signed by and received from, the individual, if any, named in Tenant's Not ice Address.

28. TAXES PAYABLE BY TENANT. In addition to rent and other charges to be pa id by Tenant under this Lease, Tenant shall reimburse to Landlord , upon demand, any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of the parties to this Lease: (a) upon, allocable to, or measured by or on the gross or net rent payable under this Lease, including without limitation any gross income tax or excise tax levied by the State, any political subdivision thereof, or the Federal Government with respect to the receipt of such rent; (b) upon or with respect to the possession , leasing, operation, management , maintenance, alteration, repair, use or occupancy of the Premises or any portion thereof, including any sales, use or service tax imposed as a result thereof; (c) upon or measured by the Tenant's gross receipts or payroll or the value of Tenant's equipment, furniture, fixtures and other personal property of Tenant or leasehold improvements, alterations or additions located in the Premises; or (d) upon this transaction or any document to which Tenant is a party creating or transferr ing any interest of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or assessed against Tenant and which become payable during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property of Tenant located in the Premises.

29. RELOCATION OF TENANT. If Tenant, or any sublessee of Tenant, is not occupying the entire of any floor with in the Premises, then Landlord, at its sole expense, on at least sixty (60) days prior written notice, may require Tenant to move from such floor to other space of comparable size and decor in order to permit Landlord to consolidate the space leased to Tenant with other adjoining space leased or to be leased to another tenant. In the event of any such relocation, Landlord will pay all expenses of prepar ing and decorating the new premises so that they will be substan tially similar to that part of the Premises from which Tenant is movin g, and Landlord wil l also pa y the expense of moving Tenant's furniture and equipment to the relocated premises. In such event th is Lease and each and al l of the terms and covenants and conditions hereof shall remain in full force and effect and thereupon be deemed applicable to such new space except that revised Referen ce Pages and a revised Exhibit A shall become part of this Lease and shall reflect the location of the new premises.

29.3.2 Tenant shall at all times abide by arid shall cause each of Tenant' s employees, agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants (collectively, "Tenant's Parties") to abide by any rules and regulations ("Rules") for use of the Parking Facility that Landlord or Landlord's garage operator reasonably establishes from time to time, and otherwise agrees to use the Parking Facility in a safe and lawful manner. Landlord reserves the right to adopt, modify and enforce the Rules governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility.

29.3.3 Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non­ designated "first-come, first-served" basis. Landlord reserves the right to assign specific spaces, and to reserve spaces for visitors, small cars, disabled persons or for other tenants or guests, and Tenant shall not park and shall not allow Tenant's Parties to park in any such assigned or reserved spaces. Tenant may validate visitor parking by such method as Landlord may approve, at the validation rate from time to time generally applicable to visitor parking. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or ifrequired by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator's reasonable control.

29.3.4 Tenant acknowledges that to the fullest extent permitted by Jaw, Landlord shall have no liability for any damage to property or other items located in the parking areas of the Project (including without limitation, any loss or damage to tenant's automobile or the contents thereof due to theft, vandalism or accident), nor for any personal injuries or death arising out of the use of the Parking Facility by Tenant or any Tenant's Parties, whether or not such loss or damage results from Landlord's active negligen ce or negligent omission. The limitation on Landlord's liability under the preceding sentence shall not apply however to Joss or damage arising directly from Landlord's willfu l misconduct. Without limiting the foregoing, if Landlord arran ges for the parking areas to be operated by an independent contractor not affi liated with Landlord, Tenant acknowledges that Landlord shall have no liability for claims arising through acts or omissions of such independent contractor. Tenant and Tenant's Parties each hereby voluntarily releases, discharges, waives and relinquishes any and al l actions or causes of action for personal injury or property damage occurring to Tenant or any of Tenant's Parties arising as a result of parking in the Parking Facility, or any activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant's Parties look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility.

30. J .6 In the event any surcharge or regulatory fee is at any time imposed by any governmenta l authority with reference to parking , Tenant shall (commencing after two (2) weeks' notice to Tenant) pay, per parking pass, such surcharge or regulatory fee to Landlord in advance on the first day of each calendar month concurrently with the month installment of rent due under th is Lease. Landlord will enforce any surcharge or fee in an equitable manner amongst the Building tenants.

31. .DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for conven ience of reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following "Land lord Entities", being Landlord, Landlord's investment manager, and the trustees, boards of directors, officers, genera l partner s, beneficiaries, stockholders, employees and agents of each of them.  Any option granted to Landlord shall also include or be exercisable by Landlord 's trustee, beneficiary , agents and employees, as the case may be.   In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint and several.  The tenns "Tenant" and "Landlord" or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their and each of their respective successors, executors, administrators and pennitted assigns, according to the context hereof.  The tenn "rentable area" shall mean the rentable area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant 's Proportiona te Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there is manifest error, addition or subtraction to the Building or any business park or complex of which the Building is a part, remeasurement or other circumstan ce reasonably justifyin g adjustment.  The term "Building" refers to the structure in which the Premises are located and the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto.  If the Building is part of a larger  complex  of structures, the term  "Building" may  include the  entire complex,  where  appropriate (such  as shared Expenses, Insurance Costs or Taxes) and subject to Landlord's reasonable discretion.

32. TENANT'S AUTHORITY. If Tenant signs as a corporation, partner ship, trust or other legal entity each  of the persons executing this Lease on beha lf of Tenant represents and warrants that Tenant has been  and is qualified to do business in the state in wh ich the Building is located, that the entity has full right and authority to enter into this Lease, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions. Tenant agrees to deliver to Landlord, simultaneously with the delivery of this Lease, a  corporate resolution, proof of due authorization  by  partners, opinion  of counsel or other appropriate documentation reasonably acceptable to Landlord evidencing the due authorization of Tenant to enter into this Lease.

33. FINANCIAL STATEMENTS ANl> CREDIT REPORTS. At Landlord 's  request,  Tenant  shall  deliver  to Landlord a copy, certified by an officer of Tenant as being a true and correct copy, of Tenant 's most recent audited financial statement, or, if unaudited, certified by Tenant's chief financial officer as being true, complete and correct  in  all  material respects . Tenant hereby authorizes Landlord to obtain one or more credit  reports on Tenant  at any time,  and shall execute such further authorizations as Landlord may reasonably require in order to obtain a credit report.

34. COMMISSIONS. Each  of the parties represents and warrants to the other that it has not dealt with any broker or finder in connect ion with this Lease, except as descri bed on the Reference Pages.

35. TIME AND APPLICABLE  LAW.  Time is of the essence of th is Lease and all of its provisions.  This Lease shall in al l respects be governed by the laws of the state in which the Building is located.

36. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms, covenants and conditions contained in this Lease shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators and assigns of the parties to this Lease.

37. ENTIRE AGREEMENT. This Lease, together with its exh i bits, contains all agreements of the part i es to this Lease and supersedes any previous negotiati ons. There have been no representations made by the Landlord or any of its representatives or understandings made between the parties other than those set forth in this Lease and its exh ibits. This Lease may not be modified except by a written instrument duly executed by the parti es to this Lease.

38. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to  be a  reservation of the Premises. Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord , and until such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective tenants. Notwithstanding anything contained in this Lease to the contrary, Landlord may withhold delivery of possession of the Premises from Tenant unt il such time as Tenant has paid to Landlord the first month 's rent as set forth in Artic le 3 and any sum owed pursuant to th is Lease.

40. RIGHT OF FIRST OFFER.

40.1 During the initial Term (except as hereinbelow stated), and provided (i) Tenant is not then in default under the terms, covenants and conditions of the Lease and (ii) Tenant and/or its Permitted Transferee is then in occupation of the entire of the Premises (any permitted occupation by a Tenant vendor shall be deemed occupation by Tenant for purposes of this Article 40), Tenant shall have (a) a one time right of first offer on all of the space (the "Sky Chefs Space") that is, as of the Commencement Date, occupied by LSG Lufthansa Service Holdings A.G. and LSG Sky Chefs, L.L.C. (collectively, "Sky Chefs") as and when the Sky Chefs Space becomes available and is vacated by the prior tenant and all occupants thereof and

40.2 Upon the Sky Chefs Space or any of the ROFO Space becoming available, as applicable (the "Availa ble Space"),   Land lord shall give written notice (the "Notice" ) to Tenant of the terms and conditions on which Landlord  is willing to offer the Available Space to Tenant based on then preva iling market economics and concessions for the leasing of such space (the "Offer") and Tenant shall have a period  of   ten (I0) days from and including the date of delivery of the Notice in which to exercise Tenant's right to lease the Available Space pursuant to the terms and conditions of the Offer, failing which Landlord may lease the Available Space or any part thereof to any third party lease prospect (the "Prospect") on whatever basis Landlord desires, except however that, Landlord must re-offer the Available Space to Tenant if, in any offer to the Prospect, the average Annual Rent per square foot is reduced by more than ten percent (I0%) and/or if any available tenant improvement allowance is increased by more than ten percent ( 10%) per square foot.  In such event, upon receipt of a written notice from Landlord with the terms of such re-offer (the "Re-Offer"), Tenant shall have a period of five (5) business days from and including the date of delivery of the re-offer notice in which to exercise Tenant's right to lease the Available Space pursuant to the terms and conditions of the Re-Offer, failing which Landlord shall be at liberty to lease the Available Space to the Prospect upon the terms and conditions of the Re-Offer.   Time is of the essence herein.  Tenant acknowledges that if Tenant counteroffers the Offer, or the Re-Offer as appl icable, or does not timely deliver Tenant's acceptance of the Offer, or the Re-Offer as applicable, then Landlord shall be at l iberty at any time thereafter in its sole and absolute discretion (even if Landlord has commenced negotiations with Tenant) to determine that Tenant has waived its option to take the Available Space, and Landlord may thereupon lease the Available Space, or any part thereof, to the Prospect as hereinabove provided. Tenant shal l maintain strict confidentiality of the identity of Landlord's lease prospects and Landlord's market and other information provided to Tenant pursuant to th is Article 40.

40.3 Landlord acknowledges that any lease of the Ava ilable Space by Tenant hereunder shall be conterminous with the Term under thi s Lease. In consideration of such acknowledgement, Tenant agrees that the expansion options perm itted under this Article 40 sha ll not apply during the last year of the in itial Tenn. In addition, i f after the sixth (6'h) year of the initial Tenn, Landlord rece ives a bona fide offer from a Prospect to lease the applicable Available Space for a term which extends beyond the in itial Term of th is Lease, then , with in the applicable time periods set forth above, Tenant shall either waive its right of first offer for such Avai Jable Space, or elect to take the Availab le Space on the terms of such offer (provided that, at Tenant's election, the term specified in such offer may be limited to five (5) years) and extend the initial Term of this Lease so that it expires on the expiration date set forth in such offer (subject to the five (5) year limit as aforesaid) (the rent for the Premises during such extended term shall be at the rate per square foot specified in such offer for

40.4 If Tenant exercises an expansion option hereunder, then effective as of the date Landlord deli vers the Available Space, the Available Space shall automatically be included within the Premises and subject to all the terms and conditions of the Lease, except as set forth in Landlord's notice and as follows:

40.4.1 This option is not transferable; the parties hereto acknowledge and agree that they intend that this option to expand the Premises shall be "personal" to Conexis Benefits Administrators, L.P ., or any Permitted Transferee, and that in no event will any assignee or sublessee have any rights to exercise this option to expand.

40.4.2 Tenant's Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Available Space.

40.4.3 The Available Space shall be leased on an "AS-IS" basis and Landlord shall have no obligation to improve the Available Space or grant Tenant any improvement allowance thereon.

40.5 If so requested by Landlord, Tenant shall, prior to the beginning of the term for the Available Space, execute a written amendment to this Lease confirming the inclusion of the Available Space and the terms of the Offer including the  Annual Rent for the Available Space.

41. RENEWAL OPTION. Tenant shall, provided the Lease is in full force and effect and Tenant is not in default under any of the terms and conditions of the Lease at the time of notification or commencement, have one (1) option to renew this Lease for a term of five (5) years as of the date the renewal term is to commence, on the same terms and conditions set forth in the Lease, except as modified by the tenns, covenants and conditions as set forth below:

41.1 If Tenant elects to exercise said option, then Tenant shall provide Landlord with written notice no earlier than the date which is twelve (12) months prior to the expiration of the initial Term of the Lease but no later than the date which is nine (9) months prior to the expiration of the in itial Term of the Lease. If Tenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Term of the Lease.

41.2 The Annual Rent and Monthly Installment of Rent in effect at the expiration of the initial Tenn of the Lease shall reflect the current fair market rental for comparable space in the Building and in other similar buildings in the same rental market as of the date the renewal term is to commence, taking into account the specific provisions of the Lease which will remain constant. Landlord shall advise Tenant of the new Annual Rent and Monthly Installmen t of Rent for the Premises no later than thirty (30) days after receipt of Tenant's written request therefor. Said request shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its option under this Paragraph. Said notification of the new Annual Rent may include a provision for its escalation to provide for a change in fair market rental between the time of notification and the commencement of the renewal term. Tenant shall have ten (10) days from said notification (the "Negot iation Period") to provide Landlord with written notice that Tenant accepts the revised Annual Rent and Monthly Installment of Rent.·

41.3 Should Landlord and Tenant fail to reach agreement during the Negotiation Period, either party may within five (5) days thereafter, refer such dispute to arbitration. Within ten (I0) days following the Negotiation Period, the parties shall each appoint a real estate appraiser who special izes in the field of commercial office space leasing in the Las Colinas/Freeport, Irving, Texas market, has at least ten (I0) years of experience in such field and is recognized within the field as being reputable and ethical. Such two appraisers shall each determine the fair market rental for the Premises for the renewal term . Ifthe greater of such two determinations is not more than five percent (5%) higher than the lesser of such two determinations , then the  fair market rental shall equal the mean of such two determinations . If the greater of such two determinations is more than five percent (5%) higher than the lesser of such two determinations, then the two appraisers shall, within ten ( 10) days, render separate written reports of their determinations and shall together appoint a th ird similarly qualified appraiser. The third appraiser shall, with in ten ( J O) days after his or her appointment, make a determination of the fair market rental, wh ich shall equal the mean of the three (3) determ inations and shall be final, conclusive and binding on both parties. Landlord and Tenan t shall each bear the cost of its appraiser and Tenant shall bear the cost of the third (3'd) appraiser. Upon the determination of the matters referenced in this Article 41, Landlord and Tenant shall enter into an agreement supplementary to the Lease, as amended, setting forth the new Annual Rent and Monthly Installment of Rent for the renewal term, but the failure to enter into any such supplementary agreement shall not affect the exercise of Tenant's

41.4 This option is not transferable; the parties hereto acknowledge and agree that they intend that this option to renew the Lease shall be "personal" to Conexis Benefits Administrators, L.P., or any Permitted Transferee, and that  in  no event will any assignee or sublessee have any right s to exercise this option to renew.

a) paid to Tenant for all of the space leased by Tenant prior to the Termination Date, electricity abatement, reasonable legal costs and brokerage commissions paid by Landlord in connection with the Lease, calculated on a straight-line basis over the initial Term of the Lease.

43. USE OF ROOFTOP SPACE. Landlord hereby agrees that, during the Lease Term, Tenant shall have the non­ exclusive right to install in and on the roof of the Building, a satellite dish, antenna and related equipment (collectively, the "Satellite System") upon the terms and subject to the conditions set forth below:

43.1 Tenant shall, at Tenant's sole cost and expense, provide for the installation of the Satellite System and for all service, repairs, and maintenance to the Satellite System. Tenant shall first submit to Landlord for approval by Landlord, and, if applicable, Las Colinas Association, plans and specifications with regard to the proposed structure and location of the Satellite System. No installation work shall commence pending receipt by Tenant of prior written approval from Landlord, and, if applicable, Las Colinas Association, of such plans and specifications and al l necessary licenses, permits and approvals for the installation , use and operation of the Satellite System. The Satellite System shall be located so as not to be visible except from above the Building, and shall have no visible markin g or logo. With respect to the installation of the Satellite System, the Satellite System shall not be affixed to the roof of the Bui lding by nail, bolt, screw, or other device which penetrates the roof, and Ten ant acknowledges that it is an express condition of the license herein contained that all roof penetrations including wiring penetration s shall be made solely by Landlord's roofing contractor (and by no other contractor whatsoever) at Tenant's sole cost and expense. The Satellite System shall be maintained by Tenant in good order and repair and in a safe condition. In the event that Tenant fails to so maintain the Satellite System and Landlord, in Landlord's sole but reasonable discretion, deems such failure to present a danger of injury to persons or damage to property in or about the

43.2 Tenant may not substitute or modify the Satellite System or any part thereof, without the prior written approval of Landlord, and, if applicable, Las Colinas Association. Any substitution or modification approved by Landlord and, if applicable, Las Colinas Associat ion, shall automatically become a part of the Satellite System, and all terms of this Article 43 shall apply to such substitution and/or modificat ion.

43.3 Tenant shall take all measures necessary to ensure that the Satellite System does not interfere with or disturb the operation of any other satellite system or business of Landlord or of any other tenant or occupant of the Building or of any other authorized party. Tenant shal l remove the Satellite System, or at Landlord 's discretion, modify the Satellite System or relocate the Satellite System to another area approved by Landlord in the event that the Satellite System, in Landlord's sole but reasonable judgment, causes any interference with or disturbs the operation of any other satellite system or business of Landlord or of any other occupants of the Building or creates or results in any noise or nuisance to any other occupant of the Building, or areas adjacent thereto. Tenant must immed iately shut off the Satellite System upon notification of interference and may restart, modify or relocate the Satellite System to test for interference only with Landlord's permission.

43.4 The Satellite System is solely for use for Tenant's internal business and the benefits of the Satellite System may not be provided by Tenant to third parties. Landlord may require, as a condition to the issue of its consent, that any provider installing the Satellite System shall enter into a separate agreement with Landlord on Landlord's standard form. The Satellite System may not be sold or rented by Tenant to third parties, nor may Tenant sublet or assign the license herein granted to Tenant. Any electrical usage associated with the Satellite System shall be governed by the provisions of Article 13 of this Lease.

43.5 Tenant shall, at Tenant's sole cost, take all measures necessary to ensure that any radiation emitted from the Satellite System is emitted only in non-harmful levels and that the Satellite System strictly complies with all laws, rules, regulations, ordinances and codes, whether now or hereafter existing, of all federal, state and local governmental authorities and to al 1 contractual obligations to which Tenant is bound in connection with such Satellite System, including, without limitation, regulations of the Federal Communications Commission, the Environmental Protection Agency, and the Occupationa l Safety and Health Administration. In the event such compliance shall require modifications of the Satellite System, no modification shall be made without Landlord 's prior written consent, which may be withheld or granted on such terms and conditions as Landlord may determine in its sole discretion in the event that such modifications (i) affect the structural integrity of the Building, the Building systems, including without limitation , the electrical, communications, or signal systems, (ii) confl ict with any of the terms and conditions of this Lease, (iii) affect any warrant ies which Landlord has with respect to the Building, (iv) cause Landlord to be in violation of any laws, rules, regulations, ordinances or codes of any federal, state or local governmental authorities or any contractual obligations to which Landlord is bound with respect to the Building or (v) are not approved by Las Colinas Association to the extent that its approval must be obtained by Landlord.

43.6 In the event that Landlord determines in its reasonable discretion that Tenant is in default under this Article 43, Landlord may, at Landlord's option, require Tenant to cease all operation of the Satellite System with in twenty-four (24) hours of Tenant receiving written notice from Landlord and require Tenant to either modify, relocate or remove the Satellite System, at Tenant's sole cost, to remedy any such interference or non-compliance.

43.7 Upon the expiration or termination of the Term, or if otherwise so required under this Article 43, Tenant shall, at Tenant's sole cost and expense, remove the Satellite System and restore the area of the Building on which the Satellite System was located to its condition existing as of the date of execution of this Lease. Such removal and restoration work shall be completed by Tenant with in fifteen (15) days of the date on which the condition requiring such removal and restoration work occurs. In the event that Tenant shall fail to complete the removal of the Satellite System and the restorat ion of the affected portion of the Building within such fifteen (15) day period, Landlord shall have the right to effect such removal and restorat ion after provid ing Tenant with three (3) days prior written notice, but shall not be obligated to do so, in which event, Tenant shall reimburse Landlord for all costs incurred by Landlord in performing such removal and restoration work. In addition, any Satellite System remaining at the Building subsequent to the expiration of such fifteen ( 15) day period after the notice is extended shall be deemed to have been abandoned by Tenant, so that in no event shall Landlord have any duty to preserve or restore the Buil ding on Tenant's behalf. If Landlord does choose to store the Satellite System on Tenant's behalf, the actual and reasonable cost of storage incurred by Landlord shall be reimbursed by Tenant on demand.  In such

43.8 As a material inducement to Landlord to grant the non-exclusive license herein contained, Tenant hereby represents and warrants to Landlord that (i) the Satellite System will have received approval from the Underwriters Laboratory and from the Federal Communications Commission; (ii) the Satellite System will be installed in accordance with the plans and specifications therefor as approved by Landlord , in Landlord's sole but reasonable discretion; (iii) the Satellite System will be designed to require minimum maintenance; (iv) the Satellite System will not emit radiation; (v) the Satellite System will not interfere with other like satellite systems located on the rooftop of the Building or in the Building; and (vi) Tenant will have received all necessary licenses and permits from all applicable governmental authorities regarding the installation and operation of the Satellite System, prior to such installation and operation .

(a) Preparation and Delivery. On or before the tenth (JO'h) day following Landlord 's execution of this Lease (such earlier date is referred to herein as the "Working Drawin gs Delivery Deadline"), Tenant shall provide to Landlord for its approval final working drawings, prepared by the Architect, and, as applicable, Purdy McGuire (in connection with the MEP drawings), of al l improvements that Tenant proposes to install in the Initial Premises; such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specifications for the construction of the improvements called for under this Exhibit in accordance with all applicable laws. If Tenant fails to timely deliver such drawings, then each day after the Working Drawings Delivery Deadline that such drawings are not delivered to Landlord shall be a Tenant Delay day.

(b) Ap proval Process. Landlord shall notify Tenant whether it approves of the submitted working drawings within five (5) busi ness days after Tenant's submission thereof. If Landlord disapproves of such working drawings, then Lan dlord shall n otify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within three (3) business days after such notice, revise such working drawings in accordance with Landlord's objections and submit the revised working drawings to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three (3) business days after its receipt thereof.  This process

(c) Landlord's   Approval;  Performance   of Work.  If any of Tenant's proposed  construction  work will affect the Building's structure or the Building's systems, then the working drawings pertaining thereto must be approved  by the Building's engineer of record. Landlord's approval of such working drawings shall not be unreasonably withheld, provided that ( I ) they comply with all laws, (2) the improvements depicted thereon do not adversely affect (in  the  reasonable discretion of Landlord) the Building's structure or the Building's systems (including the Building's restrooms or mechanical rooms), the exterior appearance of the Building, or the appearance of the Building's common areas or elevator  lobby areas, (3) such working drawings are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner, and (4) the improvements depicted thereon confonn to the rules and regulations promu lgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). As used herein, "Working Drawings" shall mean the final working drawings approved by Landlord, as amended from time to time by any approved changes thereto, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Working Drawings, together with any work required by governmental authorities to be made to other areas of the Building as a result of the improvements indicated by the Working Drawings. Landlord 's approval of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any law, but shall merely be the consent of Landlord thereto. Tenant shall, at Landlord's request, sign th e Working Drawings to evidence its review and approval thereof. It shall be a matter for Tenant to satisfy itself that the Work is in compliance with applicable laws. Landlord assumes no l iability for special, consequential, or incidental damages of any kind whatsoever in connection with the design or construction of the Work and the obtaining of permits, licenses and approvals, and  makes  no representati ons, warrant ies, or guaranties regarding the same, expressed or implied, including, with     limitation, warranties

5. Change Orders. Tenant may in itiate changes in the Work.  Each  such  change  must  receive  the  prior  written approval of Landlord, such approval not  to be  unreasonably  withheld  or delayed  and  Landlord's  response to be  delivered with in three (3) business days of receipt of such request and all backup information requested by Landlord;  however, (a) if such requested change would adversely affect (in the reasonable discretion of Landlord) (1) the Building's structure or the Building's systems (including the Building's restrooms or mechanical  rooms),  (2) the exterior  appearance of the Building, or (3) the appearance of the Building's common areas or elevator lobby areas, or (b) if any such requested change might delay the Initial Premises Scheduled Commencement Date, Landlord may withhold its consent in its sole and absolute discretion. Upon completion of the Work, Tenant shall provide Landlord with an accurate architectural "as-built" plan of the Work as constructed. If Tenant requests any changes to the Work described in the Space Plans or the Working Drawings, then such increased construction costs and any additional design costs incurred in connection therewith as the result of any such change shall be added to the Total Construction Costs.

6. Walk-Throu2h :Punchlist. When the Work in the Initial Premises is Substantially Completed as provided herein, Landlord will notify Tenant and within two (2) business days thereafter, Landlord 's representative and Tenant's representative shall conduct a walk-through of the In itial Premises and identify any necessary touch-up work, repairs and minor completion items that are necessary for final completion of the Work. Neither Landlord's representative nor Tenant's represen tative shall unreasonably withhold h is or her agreement on punchlist items. Landlord shall use reasonable efforts to cause the contractor performing the Work to complete all punchlist items within thirty (30) days after agreement thereon; however, Landlord shall not be obl igated to engage overtime labor in order to complete such items. As used herein "Substantial Completion'', "Substant ially Completed", and any derivations thereof mean the Work in the Initial Premises is substantially compl eted such that Tenant may conduct its business in the Initia l Premises (as reasonably determined by Landlord) in substantial accordance with the Working Drawings. Substantial Completion shall have occurred if Tenant may occupy the Initial Premises for the purpose of conducting its business even though minor details of construction, decoration and mechanica l adjustments remain to be completed by Landlord

8. Tenant Improv ement Allowan ce. Landlord shall provide to Tenant a tenant improvement allowance of $33.22 per rentable square foot in the Initial Prem ises (namely, $ J ,949,681.80) (the "Tenant Improvement A   w  nee") to be applied

(a) Preparation and Del ivery . On or before the tenth (I 01h) business day following the date of request therefor by Landlord, (such earlier date is referred to herein as the "FMTS Space Plans Delivery Deadl ine"), Tenant shall del iver to Landlord a space plan prepared by the Architect depicting improvements to be installed in the First Must -Take Space (the "FMTS Space Plans").

(b) A pproval Process. Landlord shall notify Tenant whether it approves of the submitted FMTS Space Plans with in three (3) busi ness days after Tenant's submission thereof. If Landlord disapproves of such FMTS Space Plans, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within three (3) business days after such notice, revise such FMTS Space Plans in accordance with Landlord 's objections and submit to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted FMTS Space Plans within two (2) business days after its receipt thereof. This process shall be repeated until the FMTS Space Plans have been finally approved by Landlord and Tenant. If Tenant fails to timely deliver such FMTS Space Plans, then each day after the FMTS Space Plans Delivery Deadline that such FMTS Space Plans are not delivered to Landlord shall be a Tenant Delay day.

(a) Preparation and Delivery. On or before the tenth {l 01h) day following approval of the FMTS Space Plans, (such earlier date is referred to herein as the "FMTS Working Drawings Delivery Deadline"), Tenant shall provide to Landlord for its approval final working drawings, prepared by the Architect, and, as appl i cable Purdy McGuire or any other mechanical and electrical engineer reasonably required by Landlord (in connection with the MEP drawings), of all improvements that Tenant proposes to install in the First Must-Take Space; such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specificat ions for the construction of the improvements called for under this Exhibit in accordance with all applicable laws. IfTenant fails to timely deliver such drawings, then each day after the FMTS Working Drawings Delivery Deadline that such drawings are not delivered to Landlord shall be a Tenant Delay day.

(b) Approval Process. Landlord shall notify Tenant whether it approves of the submitted working drawings with in five (5) business days after Tenant's submission thereof. If Landlord disapproves of such working drawings, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within three (3) business days after such notice, revise such working drawings in accordance with Landlord's objections and submit the revised working drawings to Landlord for its review an d approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three (3) business days after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Tenant and Landlord. Ifthe working drawings are not fully approved (or deemed approved) by both Landlord and Tenant by the fifteenth (15th) business day after the delivery of the initial draft thereof to Landlord, then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay day.

(c) Land lord's Approval; Performance of FMTS Work.  Ifany of Tenant's  proposed  construction  work  will affect the Buildin g's structure or the Building's systems, then the working drawings pertaining thereto must  be approved by the Building's engineer of record. Landlord's approval of such working  drawings  shall  not  be  unreasonably  withheld, provided that ( I) they comply with all laws, (2) the improvements depicted thereon do not adversely affect (in the reasonable discretion  of Landlord) the  Building's structure or the Building's  systems (including  the Building's resti-    ms or mechanical

5. Change Orders. Tenant may initiate changes in the FMTS Work. Each such change must receive the prior written approval of Landlord, such approval not to be unreasonably withheld or delayed and Landlord's response to be delivered within three (3) business days of receipt of such request and all backup information requested by Landlord; however, (a) if such requested change would adversely affect (in the reasonable discretion of Landlord) (1) the Building's structure or the Building's systems (including the Building's restrooms or mechanical rooms), (2) the exterior appearance of the Building, or

(a) Preparation and Delivery. On or before  the tenth ( IO'h) business day following the date of request therefor by landlord, (such earlier date is referred to herein as the "SMTS Space Plans Delivery Deadline"), Tenant shall deliver to Landlord a space plan prepared by the Architect depict ing improvements to be installed in the Second Must -Take Space (the "SMTS Space Plans").

(b) Approval Process. Landlord shall notify Tenant whether it approves of the submitted SMTS Space Plans wit hin three (3) business days after Tenant's submission thereof. If Landlord disapproves of such SMTS Space Plans, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within three (3) business days after such notice, revise such SMTS Space Plans in accordance with Landlord's objections and submit to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted SMTS Space Plans with in two (2) business days after its receipt thereof This process shall be repeated until the SMTS Space Plans have been finally approved by Landlord and Tenant. If Landlord fails to notify Tenant that it disapproves of the initial SMTS Space Plans within three (3) husiness days (or, in the case ofresubmitted SMTS Space Plans, within two (2) business days) after the submission thereof, then Landlord shall be deemed to have approved the SMTS Space Plans in question. If Tenant fails to timely deliver such SMTS Space Plans, then each day after the SMTS Space Plans Del ivery Dead l ine that such SMTS Space Pl ans are not delivered to Landlord shall be a Tenant Delay day.

(a) Preparation and Deliver y. On or before the tenth (I O'h) day following approval of tbe SMTS Space Plans, (such earlier date is referred to herein as the "SMTS Working Drawings Delivery Deadline"), Tenant shall provide to Landlord for its approval final working drawings, prepared by the Architect, and, as applicable Purdy McGuire or any other mechanical and electrical engineer reasonably required by Landlord (in connection with the MEP drawings), of all improvements that Tenant proposes to install in the Second Must-Take Space; such working drawings shall include the part ition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specifications for the construction of the improvements called for under this Exhibit in accordance with all applicable laws. If Tenant fails to timely deliver such drawings, then each day after the SMTS Working Drawings Delivery Deadline that such drawings are not delivered to Landlord shall be a Tenant Delay day.

(b) Approval Process. Landlord shall notify Tenant whether it approves of the submitted  working  drawings within five (5) business days after Tenant's submission thereof. If Landlord disapproves of such  working  drawings,  then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in wh ich case Tenant shall, with in three (3) business days after such notice, revise such working drawings in accordance with Landlord's objections and submit the revised working drawings to Landlord for its review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted working drawings within three (3) business days after its receipt thereof. This process shall  be repeated  until  the working  drawings have been  finally approved by Tenant and Landlord.  If the working  drawings are not fully approved  (or  deemed  approved) by  both  Landlord  and  Tenant  by  the  fifteenth  (15th)  business day after the del ivery of the ini tial draft thereof to Landlord, then each day after such time period that such working drawings are not fully approved (or deemed approved) by both  Landlord and Tenant shall constitute a Tenant Delay day.

(c) Landlord 's Approval; Performance of SMTS Work . Ifany of Tenant's proposed construction work will affect the Building's structure or the Building's systems, then the work ing drawings pertain ing ther    must be approved by the Buil ding's engineer of record.   Landlord's approval  of such  working  drawings  shall not  beonably withheld,

(d)

5. Change Orders. Tenant may in itiate changes in the SMTS Work. Each such change must receive the prior written approval of Landlord, such approval not to be unreasonably withheld or delayed an d Landlord's response to be delivered with in three (3) business days of receipt of such request and all backup information requested by Landlord; however, (a) if such requested change would adversely affect (in the reasonable discretion of Landlord) (!) the Building's structure or the Building's systems (including the Building's restrooms or mechanical rooms), (2) the exterior appearance of the Building, or

8. SMTS Tenant Improvement Allowance. Landlord shall provide to Tenant a tenant improvement allowance of

9. Construction Management. Unless otherwise mutually agreed upon by Landlord and Tenant,  CBRE  shall supervise the SMTS Work on behalf of Tenant. Landlord or its affiliate or agent shall also supervise the SMTS Work and in addition, shall make disbursements required to be made to the contractor, coordinate the work with the contractor on behalf of, and at the direction of, Landlord and coon..lim1tt: the relatiouship between the SMTS Work, the Building and the Building's systems.  The compensation for construction management services by Landlord shall be equal to one and one half percent ( 1.5%) of the SMTS Construction Contract amount and may be paid from the SMTS Tenant Improvement Allowance. Tenant shall also be permitted to charge the SMTS Tenant Improvement Allowance up to an additional five percent (5%) of the SMTS Construction Contract amoun t for construction management services provided by CBRE.

10. Construction  Representatives . The provi sions of Paragraph 1 J  in Exhibit B shall apply herein.

6. The toilet rooms, toilets, urina ls, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed. No foreign substance of any kind whatsoeve r shall be thrown into any of them, and the expense of any breakage, stoppage or damage result ing from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

9. If Tenant requires telephone, data, burglar alarm or similar service, the cost of purchasing, installing and maintaining such service shall be borne solely by Tenant. No boring or cutting for wires will be allowed without the prior written consent of Landlord.

10. No equipment, materials, furniture, packages, bulk supplies, merchandise or other property  will be recei ved in the Building or carried in the elevators except between such hours and in such elevators as may be designated by Landlord. The persons employed to move such equipment or material s in or out of the Building must be acceptable to Landlord.

11. Tenant shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Heavy objects shall stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space in the Building to such a degree as to be objectionable to Landlord or to any tenants shall be placed an d maintained by Tenant, at Tenant 's expense, on vibration eliminators or other devices sufficient to eliminate the noise or vibration. Landlord will not be responsible for loss of or damage to any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant.

12. Except in the event of emergency or casualty, Tenant shall be entitled to 24 hour/day, 7 days/week access to the Building. Notwithstanding the foregoing, Landlord shall in all cases retain the right to control and prevent access to the Building of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation or interests of the Building and its tenants, provided that nothing contained in this rule shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be established from time to time by Landlord, and on Sundays and legal holidays, any person unless that person is known to the person or employee in charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all person s for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall n ot be liable for damages for any error with regard to the admission to or exclusion from the Building of any person.

13. Tenant shall not use any method of heating or air conditioning other than that supplied or approved in writing by Landlord.

14. Tenant shall not waste electricity, water or air conditioning. Tenant shall keep corridor doors closed. Tenant shall close and lock the doors of its Premises and entirely shut off all water faucets or other water apparatus and electricity, gas or air outlets before Tenant and its employees leave the Premises. Tenant shall be responsible for any damage or injur ies susta ined by other tenants or occupants of the Building or by Landlord for noncompliance with th is rule.

15. Except as permitted in Article 43, Tenant shall not  install any radio or television  antenna, satellite dish, loudspeaker or other device on the roof or exterior wa lls of the Building without Landlord's prior written consent, wh ich consent may be withheld in Landlord 's sole discretion, and which consent may in any event be conditioned upon Tenant's execution  of Landlord's standard  form of license agreement.  Tenant shall be responsible  for any interference caused by such installation.

16. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork, plaster, or drywall (except for pictures, tackboard s and similar office uses) or in any way deface the Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with thi s rule.

17. Tenan t shall not install, maintain or operate upon the Premises any ven ding  machine  without  Landlord's  prior written consent, except that Tenant may instalr food and drink vending mach ines solely for the convenien ce of its employees.

18. No cooking shall be done or permitted by any tenant on the Premises, except  that  Un derwriters'  Laboratory approved microwave ovens or equipment for brewing coffee, tea, h ot chocolate and sim ilar beverages shall be permitted provided that such equipment and use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and  regulations.

19. Tenant shall not use in any space or in the publi c halls of the Building any hand trucks except those equipped with the rubber tires and side guards or such other material-handling equipm ent as Landlord may approve. Tenant shall not bring any other veh icles of any kind into the Buildin g.

24. Canvassing, soliciting, distribution of handbills or any other written material in the Building is prohibited and each tenant shall cooperate to prevent the same. No tenant shall solicit business from other tenants or permit the sale of any good or merchandise in the Building without the written consent of Landlord.

25. Tenant shall not permit any animals other than service animals, e.g. seeing-eye dogs, to be brought or kept in or about the Premises or any common area of the Building.

26. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Building. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Building.