OFFICE LEASE

Exhibit 10.1

OFFICE LEASE

BETWEEN

CHESAPEAKE PLAZA, L.L.C.

(“LANDLORD”)

AND

PIER 1 SERVICES COMPANY

(“TENANT”)

TABLE OF CONTENTS

				PAGE
1.		Basic Lease Information			1
2.		Lease Grant			2
3.		Term; Adjustment of Commencement Date; Early Access			3
4.		Rent			4
5.		Tenant’s Use of Premises			10
6.		Security Deposit			11
7.		Services to be Furnished by Landlord			11
8.		Use of Electrical Services by Tenant			14
9.		Repairs and Alterations			16
10.		Entry by Landlord			17
11.		Assignment and Subletting			17
12.		Liens			19
13.		Indemnity			19
14.		Insurance			14
15.		Mutual Waiver of Subrogation			20
16.		Casualty Damage			21
17.		Condemnation			22
18.		Events of Default			22
19.		Remedies			23
20.		Limitation of Liability			25
21.		No Waiver			25
22.		Tenant’s Right to Possession			25
23.		Relocation			25
24.		Holding Over			25
25.		Subordination to Mortgages; Estoppel Certificate			26
26.		Attorneys’ Fees			26
27.		Notice			26
28.		Reserved Rights			26
29.		Surrender of Premises			27
30.		Hazardous Materials			28
31.		Miscellaneous			28

EXHIBITS AND RIDERS :

EXHIBIT A-1		CHART OF RENTABLE SQUARE FOOTAGE ON EACH FLOOR AND COMMON AREAS
EXHIBIT A-2		LEGAL DESCRIPTION OF PROPERTY
EXHIBIT B		RULES AND REGULATIONS
EXHIBIT C		PARKING AGREEMENT
EXHIBIT C-1		LOCATION OF LANDLORD’S PARKING SPACES FOR FLEET
EXHIBIT D		BILL OF SALE
EXHIBIT E		SPECIAL EVENT AREA IN LOBBY
EXHIBIT F		INSURANCE WAIVER
RIDER NO. 1		OPTION TO EXTEND

OFFICE LEASE

     This Office Lease (this “ Lease ”) is entered into by and between CHESAPEAKE PLAZA, L.L.C., a Oklahoma limited liability company (“ Landlord ”), and PIER 1 SERVICES COMPANY , a Delaware statutory trust (“ Tenant ”), and shall be effective as of the date set forth below Landlord’s signature (the “ Effective Date ”).

1. Basic Lease Information . The key business terms used in this Lease are defined as follows:

      A.  “ Building ”: The building commonly known as Pier 1 Place and located at 100 Pier 1 Place, Fort Worth, Tarrant County, Texas 76102.

      B.  “ Rentable Square Footage of the Building ” is agreed and stipulated to be 409,977 square feet.

      C.  “ Premises ”: The Premises are located on the mezzanine and on the 5 ^th , 6 ^th , 7 ^th , 8 ^th , 9 ^th , 10 ^th , 11 ^th , 12 ^th , 14 ^th , 15 ^th , 16 ^th , 17 ^th and 20 ^th floors of the Building. The “ Rentable Square Footage of the Premises ” is deemed to be 344,798 square feet. If the Premises include, now or hereafter, one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured. The Rentable Square Footage of each floor of the Building and the Common Areas (as hereinafter defined) is listed on Exhibit A-1 . In the event any portion of the lobby or other Common Areas is leased or otherwise utilized by Landlord in a fashion that materially restricts or prohibits Tenant’s use thereof, the Common Area Allocation factor added to the Rentable Square Footage of the Premises (as set out in Exhibit A-1 ), and therefore the Rentable Square Footage of the Premises, shall be reduced accordingly. However, Landlord’s use of any portion of the lobby or any other Common Areas for events not more than five (5) days in duration and not more than four (4) separate such events during each calendar year (unless a longer time period is mutually agreed upon by Landlord and Tenant) shall not constitute a material restriction or prohibition of Tenant’s use thereof and shall not result in a reduction of the Rentable Square Footage of the Premises.

      D.  “ Base Rent ”:

Annual Rate

Monthly

Period

Per Square Foot

Base Rent

CD

through

Lease Month 36

$

24.00

$

689,596.00

*

Lease Month 37

through

ED

$

26.00

$

747,062.33

*

CD = Commencement Date                     ED = Expiration Date

Lease Month = A full calendar month, for example, if the Commencement Date occurs on June 15, Lease Month 1
will be July 1 through July 31, Lease Month 2 will be August 1 through August 31, and so on.

      E.  “ Tenant’s Pro Rata Share ”: The percentage equal to the Rentable Square Footage of the Premises divided by the Rentable Square Footage of the Building, subject to reduction as aforesaid.

      F.  “ Base Year ” for Operating Expenses: Lease Months 1-12.

      G.  “ Term ”: The period of approximately 84 months starting on the Commencement Date, subject to the provisions of Article 3 . Tenant shall have the right to renew and extend the Term as set forth in Rider No. 1 attached hereto and made a part hereof for all purposes.

      H.  “ Commencement Date ”: June 9, 2008.

      I.  “Business Day(s) ”: Monday through Friday of each week, exclusive of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day and, at Landlord’s election, either the day before or the day after Christmas Day (“ Holidays ”).

      J.  “ Law(s) ”: All applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity, now or hereafter adopted, including the Americans with Disabilities Act and any other law pertaining to disabilities and architectural barriers (collectively, “ ADA ”), and all laws pertaining to the environment, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq. (“ CERCLA ”), and all restrictive covenants currently existing of record and all rules and requirements of any currently existing association or improvement district affecting the Property.

      L.  “ Normal Business Hours ”: 7 A.M. to 6 P.M. on Business Days and 8 A.M. to 1 P.M. on Saturdays, exclusive of Holidays.

      M.  “ Notice Addresses ”:

Tenant :		With a copy to :
Pier 1 Services Company		Pier 1 Services Company
100 Pier 1 Place		100 Pier 1 Place
Fort Worth, Texas 76102		Fort Worth, Texas 76102
Attn: Director of Real Estate		Attn: Legal Department
Phone #: (817) 252-8488		Phone #: (817) 252-7630
Fax #: (817) 252-7888		Fax #: (817) 334-0191
Landlord:		With a copy to:		With a copy to:
Chesapeake Plaza, L.L.C.		Chesapeake Plaza, L.L.C.		Jackson Walker L.L.P.
6100 N. Western		6100 N. Western		301 Commerce Street,
Oklahoma City, OK 73118		Oklahoma City, OK 73118		Suite 2400
Attn: Director of Real Estate		Attn: General Counsel		Fort Worth, Texas 76102
Phone#: (405) 848-8000		Phone#: (405) 848-8000		Attn: Susan A. Halsey
Fax #: (405) 767-4903		Fax #: (405) 879-9561		Phone #: (817) 334-7203
				Fax #: (817) 870-5103

     Rent (defined in Section 4.A ) is payable to the order of Chesapeake Plaza, L.L.C. by electronic transfer to Bank of Oklahoma, ABA # 103900036 for further credit to Chesapeake Energy Corporation, Account # 814109493, Reference: Pier 1 Services Company /Pier 1 Place.

      N.  “ Other Defined Terms ”: In addition to the terms defined above, an index of some of the other defined terms used in the text of this Lease is set forth below, with a cross-reference to the paragraph in this Lease in which the definition of such term can be found:

Affiliate			11.E
Alterations			9.C(1)
Audit Election Period			4.G
Cable			9.A
Claims			13
Collateral			19.E
Commencement Date			3.A
Common Areas			2
Comparable Buildings			7.A
Completion Estimate			16.B
Contamination			30.C
Costs of Reletting			19.B
Excess Operating Expenses			4.B
Expiration Date			3.A
Force Majeure			31.C
Hazardous Material			30.C
Landlord Parties			13
Landlord’s Rental Damages			19.B
Leasehold Improvements			29
Minor Alteration			9.C(1)
Monetary Default			18.A
Mortgage			25
Operating Expenses			4.D
Permitted Transfer			11.E
Permitted Use			5.A
Prime Rate			19.B
Property			2
Provider			7.C
Rent			4.A
Service Failure			7.B
Special Installations			29
Taking			17
Tenant Parties			13
Tenant’s Insurance			14.A
Tenant’s Property			14.A
Tenant’s Removable Property			29
Time Sensitive Default			18.B
Transfer			11.A

2. Lease Grant . Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common with others to use any portions of the Property (defined below) that are designated by Landlord for the common use of tenants and others, such as sidewalks, common corridors, loading areas, Building stairs, elevators, cafeteria, workout room, vending areas (excluding vending areas within the Premises), lobby areas and, with respect to multi-tenant floors, restrooms and elevator foyers (the “ Common Areas ”). Landlord and Tenant agree that no portion of the mezzanine is included in the Common Areas. Tenant is hereby granted a non-exclusive license to use the Common Areas and the two (2) NetPop rooms located on the terrace during the Term for their intended purposes, in common with others, subject to the terms and conditions of this Lease. “ Property ” means the Building and the parcel(s) of land on which it is located as more fully described on Exhibit A-2 , together with all other buildings and improvements located thereon (specifically excluding any improvements related to the actual exploration, recovery or transport of minerals); and the Building garage(s) and other improvements serving the Building, if any, and the parcel(s) of land on which they are located; specifically excluding any and all mineral rights associated with the Property.

3. Term; Adjustment of Commencement Date; Early Access .

      A.  Term . This Lease shall govern the relationship between Landlord and Tenant with respect to the Premises from the Commencement Date through the last day of the Term specified in Section 1.G (the “ Expiration Date ”), unless terminated early in accordance with this Lease. The Term of this Lease (as specified in Section 1.G ) shall commence on the “ Commencement Date ”, which shall be the date referenced in Section 1.H . Notwithstanding any other provision of this Lease to the contrary, if the Expiration Date would otherwise occur on a date other than the last day of a calendar month, then the Term shall be automatically extended to include the last day of such calendar month, which shall become the Expiration Date.

      B.  Acceptance of Premises . The Premises are accepted by Tenant in “as is” condition and configuration. Tenant hereby agrees that the Premises are in good order and satisfactory condition and that there are no representations or warranties of any kind, express or implied, by Landlord regarding the Premises, the Building or the Property.

      C.  Early Reduction . Landlord and Tenant acknowledge and agree that Tenant shall surrender to Landlord certain space comprising a portion of the Premises pursuant to the terms of this Section 3.C :

          (1) Floors 20 and 17 . On or before the later of July 8, 2008, or five (5) days after the Commencement Date (the “ 20th and 17th Floor Release Date ”), Tenant shall surrender the entire twentieth (20th) and seventeenth (17th) floors of the Building (the “ 20th and 17th Floor Space ”) to Landlord in the condition required pursuant to Article 29 of this Lease. In the event Tenant fails to timely surrender the 20th and 17th Floor Space, effective as of the date immediately following the 20th and 17th Floor Release Date and for so long as Tenant thereafter remains in occupancy of the 20th and 17th Floor Space, Tenant shall pay holdover rent for the 20th and 17th Floor Space in accordance with Article 24 of this Lease. On the 20th and 17th Floor Release Date, Tenant will execute and deliver to Landlord, for no additional consideration, a Bill of Sale in the form attached hereto as Exhibit D conveying to Landlord the furniture located in the 20th and 17th Floor Space and listed on the Furniture Inventory List [as such term is defined in that certain Real Estate Purchase Agreement dated March 25, 2008, by and between Landlord and Tenant (hereinafter, the “ Contract ”)].

          (2) Floors 15 and 16 . On or before November 30, 2009 (the “ 15 ^th and 16 ^th Floor Release Date ”), Tenant shall surrender both the entire fifteenth (15 ^th ) and sixteenth (16 ^th ) floors of the Building (the “ 15 ^th and 16 ^th Floor Space ”) to Landlord in the condition required pursuant to Article 29 of this Lease. In the event Tenant fails to timely surrender the 15 ^th and 16 ^th Floor Space, effective as of the date immediately following the 15 ^th and 16th Floor Release Date and for so long as Tenant thereafter remains in occupancy of the 15 ^th and 16 ^th Floor Space, Tenant shall pay holdover rent for the 15 ^th and 16 ^th Floor Space in accordance with Article 24 of this Lease. On the 15 ^th and 16 ^th Floor Release Date, Tenant will execute and deliver to Landlord, for no additional consideration, a Bill of Sale in the form attached hereto as Exhibit D conveying to Landlord the furniture located in the 15 ^th and 16 ^th Floor Space and listed on the Furniture Inventory List (as such term is defined in the Contract).

      D.  Landlord’s Right to Recapture . Landlord shall have the right to recapture all, but not a portion of, the entire fourteenth (14 ^th ) floor of the Building pursuant to the terms of this Section 3.D . Landlord shall have the option to recapture and thereby terminate Tenant’s lease of the entire fourteenth (14 ^th ) floor of the Building (the “ 14 ^th Floor Space ”) at any time on or after June 30, 2013 (the “ Earliest Reduction Date ”), provided Landlord gives written notice thereof to Tenant not later than June 30, 2012. Such notice must specify the date (which cannot be prior to the Earliest Reduction Date) on which Landlord desires the reduction to become effective (the “ Actual Reduction Date ”). On the Actual Reduction Date, Tenant shall surrender the 14 ^th Floor Space to Landlord in the condition required pursuant to Article 29 of this Lease. In the event Tenant fails to timely surrender the 14 ^th Floor Space, effective as of the date immediately following the Actual Reduction Date and for so long as Tenant thereafter remains in occupancy of the 14 ^th Floor Space, Tenant shall pay holdover rent for the 14 ^th Floor Space in accordance with Article 24 of this Lease. Once Tenant has surrendered the 14 ^th Floor Space to Landlord as required hereunder (unless Tenant has exercised its right to terminate this Lease under Section 3.E below), Landlord will credit against the next sums due and owing by Tenant a relocation allowance in the amount of $129,135.00 (the “ Relocation Allowance ”). In the event Landlord elects to recapture the 14 ^th Floor Space, then on the Actual Reduction Date, Tenant will execute and deliver to Landlord a Bill of Sale in the form attached hereto as Exhibit D conveying to Landlord, for no additional consideration, the furniture then located in the 14 ^th Floor Space which shall be substantially the same in quantity and quality (subject to reasonable wear and tear) to the furniture listed on the Furniture Inventory List (as such term is defined in the Contract).

      E.  Early Termination . Tenant, in its sole and absolute discretion, shall have the option to terminate this Lease on June 30, 2013 (the “ Termination Date ”), provided Tenant gives written notice thereof to Landlord not later than December 31, 2012 and provided Tenant is not in default beyond any applicable cure period under the Lease at the time of the giving of such notice nor on the Termination Date. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, on or before the Termination Date, of (1) all Rent through and including the Termination Date, and (2) a cash sum equal to $2,133,586.00 (which has been calculated based on four (4) times the Base Rent payable for the month immediately preceding the Termination Date assuming that on the Termination Date the Rentable Square Footage of the Premises is 246,183 and which shall be recalculated if the Rentable Square Footage of the Premises is different on the Termination Date) (collectively, the “ Termination Payment ”). After Landlord’s receipt of the full Termination Payment, and so long as Tenant has (i) surrendered the Premises in the condition required under this Lease, and (ii) executed and delivered to Landlord a Bill of Sale in the form attached hereto as Exhibit D conveying to Landlord, for no additional consideration, the furniture then located in the 14 ^th Floor Space and which is substantially the same in quantity and quality (subject to reasonable wear and tear) to the furniture listed on the Furniture Inventory List (as such term is defined in the Contract), neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Termination Date, except those which, by the provisions of this Lease, expressly survive the termination of this Lease. Further, if Tenant terminates this Lease pursuant to this Section 3.E , Landlord shall have no obligation to pay the Relocation Allowance to Tenant even if Landlord had previously elected to recapture the 14 ^th Floor Space pursuant to Section 3.D above.

4. Rent .

      A.  Payments . As consideration for this Lease, commencing on the Commencement Date, Tenant shall pay Landlord, without any demand, setoff or deduction (except as otherwise set forth herein), the total amount of Base Rent, Tenant’s Pro Rata Share of Excess Operating Expenses (defined in Section 4.B ) and any and all other sums payable by Tenant under this Lease (all of which are sometimes collectively referred to as “ Rent ”). The monthly Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent for the first full calendar month of the Term shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before thirty (30) days after billing by Landlord. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Landlord. If the Term commences on a day other than the first day of a calendar month, the monthly Base Rent for the partial month shall be prorated on a daily basis and shall be payable (in addition to the installment of Base Rent for the first full calendar month of the Term) upon the execution of this Lease by Tenant. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be

considered an accord and satisfaction, and either party may accept such check or payment without such acceptance being considered a waiver of any rights such party may have under this Lease or applicable Law. Furthermore, Landlord shall have the right to return or refuse acceptance of any payments made to Landlord’s lockbox address after an event of default has occurred which has not been cured during any applicable cure period. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease, except as otherwise herein provided.

      B.  Excess Operating Expenses . Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Operating Expenses (defined in Section 4.D ) for each Lease Year (hereinafter defined) during the Term exceed Operating Expenses for the Base Year (the “ Excess Operating Expenses ”). Notwithstanding the foregoing, Tenant’s Pro Rata Share of Controllable Expenses (defined below) shall not increase by more than three percent ( 3%) over Tenant’s Pro Rata Share of Controllable Expenses in the immediately preceding Lease Year, including the Base Year, on a cumulative, compounded basis. However, any increases in Controllable Expenses not recovered by Landlord due to the foregoing limitation shall be carried forward into succeeding Lease Years during the Term (subject to the foregoing limitation) until fully recouped by Landlord. For example, if Controllable Expenses were $100.00 in the Base Year, then the total Controllable Expenses that could be included in Operating Expenses in the second Lease Year (Lease Months 13 through 24) would be $103.00, for the third Lease Year (Lease Months 25 through 36) the amount would be $106.09, for the fourth Lease Year (Lease Months 37 through 48) the amount would be $109.27, and so on. In the preceding example, if Controllable Expenses in the third and fourth Lease Years were $107.50, then Landlord could include only $106.09 in Operating Expenses in the third Lease Year, but $108.91 (the Controllable Expenses plus the carry-forward from the third Lease Year) in the fourth Lease Year. The term “ Controllable Expenses ” means all Operating Expenses excluding the cost of utilities (and related expenses which are reasonably intended to reduce such costs), insurance premiums, and other expenses not within Landlord’s control directly arising from increases to minimum wage laws or other similar governmental requirements applicable to or imposed against owners of Comparable Buildings. Landlord will use reasonable efforts to minimize the impact of increases resulting from such governmental requirements. If Operating Expenses in any Lease Year decrease below the amount of Operating Expenses for the Base Year, Tenant’s Pro Rata Share of Operating Expenses for that Lease Year shall be $0. In no event shall Base Rent be reduced if Operating Expenses for any Lease Year are less than Operating Expenses for the Base Year. Within ninety (90) days of the beginning of each Lease Year after the Base Year, Landlord shall provide Tenant with a good faith estimate (itemized by category) of the Excess Operating Expenses for such Lease Year during the Term. On or before the first day of each month, Tenant shall, subject to the cap set forth above, pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Excess Operating Expenses. If Landlord determines that its good faith estimate of the Excess Operating Expenses was incorrect, Landlord may provide Tenant with a revised good faith estimate (itemized by category). After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate, provided such new estimate is received within one hundred eighty (180) days of the beginning of such Lease Year. If Landlord does not provide Tenant with an estimate of the Excess Operating Expenses by September 1 of each Lease Year, Tenant shall continue to pay monthly installments based on the most recent estimate(s) until Landlord provides Tenant with the new estimate, provided such new estimate is received within one hundred eighty (180) days of the beginning of such Lease Year. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the same Lease Year’s prior incorrect estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be credited against the next sums due and owing by Tenant or, if no further Rent is due, refunded directly to Tenant within 30 days of determination. The obligation of Tenant to pay for Excess Operating Expenses and the obligations of Landlord to refund overpayments made by Tenant as provided herein shall survive the expiration or earlier termination of this Lease. The term “ Lease Year ” shall mean each successive period of twelve (12) Lease Months.

      C.  Reconciliation of Operating Expenses . Within ninety (90) days after the end of the Base Year, Landlord shall furnish to Tenant a written statement of the actual Operating Expenses for the Base Year. Within ninety (90) days after the end of each subsequent Lease Year, Landlord shall furnish Tenant with a statement of the actual Operating Expenses and Excess Operating Expenses for such Lease Year. Such statements shall be itemized by category and shall set forth the amount paid by Tenant toward Excess Operating Expenses and the amounts remaining due from or overpaid by Tenant. If the most recent estimated Excess Operating Expenses paid by Tenant for such Lease Year are more than the actual Excess Operating Expenses for such Lease Year, Landlord shall apply

any overpayment by Tenant against Rent due or next becoming due; provided, if the Term expires before the determination of the overpayment, Landlord shall, within thirty (30) days of determination, refund any overpayment to Tenant after first deducting the amount of Rent due. If the most recent estimated Excess Operating Expenses paid by Tenant for the prior Lease Year are less than the actual Excess Operating Expenses for such Lease Year, Tenant shall pay Landlord, within thirty (30) days after its receipt of the statement of Operating Expenses, any underpayment for the prior Lease Year. Landlord agrees that, in the event Landlord increases the level of security services provided in the Building after the Base Year (other than in connection with requirements for compliance with Payment Card Industry Data Security Standards, the expense of which shall be borne by Tenant), then an amount equal to ninety-five percent (95%) of the expenses relating to such increased level of security shall be added to the calculation of Base Year Operating Expenses accordingly.

      D.  Operating Expenses Defined . Except as excluded in Section 4.E below, “ Operating Expenses ” means all costs and expenses incurred or accrued in each Lease Year in connection with the ownership, operation, maintenance, management, repair and protection of the Property which are directly attributable or reasonably allocable to the Building, including Landlord’s personal property used in connection with the Common Areas and including all costs and expenditures relating to the following:

          (1) Operation, maintenance, repair and replacements of any part of the Property, including the mechanical, electrical, plumbing, HVAC, vertical transportation, fire prevention and warning and access control systems; materials and supplies (such as light bulbs and ballasts); equipment and tools; floor, wall and window coverings; personal property used in the Common Areas; required or beneficial easements; and related service agreements and rental expenses; except that if replacements of any part of the Property are properly classified as capital in nature under generally accepted accounting principles, the cost of such replacements shall not be included in Operating Expenses except as provided in Section 4.D(8 ) below).

          (2) Administrative and management costs and fees, including accounting, information and professional services (except for negotiations and disputes with specific tenants not affecting other parties), provided that the management fee shall not exceed 3.5% of gross revenues for the Property; management office(s); and wages, salaries, benefits, reimbursable expenses and taxes (or allocations thereof) for full and part time personnel involved in operation, maintenance and management.

          (3) Janitorial service; window cleaning; waste disposal; gas, water and sewer and other utility charges (including add-ons); and landscaping, including all applicable tools and supplies.

          (4) Property, liability and other insurance coverages carried by Landlord, including deductibles and risk retention programs and a reasonable proportionate allocation of the cost of blanket insurance policies maintained by Landlord and/or its Affiliates (defined below); however, to the extent the deductibles, coverages not required by this Lease, or self-insured retention exceed the deductibles, coverages or self-insured retention maintained by Comparable Landlords (hereinafter defined), such excess amounts will not be included in Operating Expenses. A “ Comparable Landlord ” shall mean a reasonably prudent commercial office building landlord owning a Comparable Building.

          (5) [Intentionally Deleted]

          (6) Compliance with Laws, including license, permit and inspection fees (but not in duplication of capital expenditures amortized as provided in Section 4.D(8) ); and all expenses and fees, including reasonable attorneys’ fees and court or other venue of dispute resolution costs, incurred in negotiating or contesting Tax Expenses or the validity and/or applicability of any governmental enactments which may affect Operating Expenses; provided Landlord shall credit against Operating Expenses any refunds received from such negotiations or contests to the extent originally included in Operating Expenses (less Landlord’s reasonable costs).

          (7) Building safety services, to the extent provided or contracted for by Landlord, including, without limitation, the issuance of Building access cards.

          (8) Amortization of capital expenditures incurred: (a) to conform with Laws; (b) to provide or maintain building standards (other than building standard tenant improvements); or (c) with the intention of promoting safety (provided such measures are being implemented in Comparable Buildings) or reducing or controlling increases in Operating Expenses, such as lighting retrofit and installation of energy management systems. Such expenditures shall be amortized on a straight line basis over the useful life of the improvement or a fifteen (15) year period, whichever is shorter.

          Goods and services purchased from Landlord’s subsidiaries and Affiliates to provide the goods or perform the services listed above shall be included as Operating Expenses to the extent the cost of same is generally consistent with rates charged by unaffiliated third parties for similar goods and services.

      E.  Exclusions from Operating Expenses . Operating Expenses exclude the following expenditures:

          (1) Leasing commissions, attorneys’ fees, advertising, and other expenses related to leasing tenant space and constructing improvements for the sole benefit of an individual tenant or of Landlord or its subsidiaries or Affiliates.

          (2) Goods and services furnished to an individual tenant or occupant of the Building which are above building standard.

          (3) Repairs, replacements and general maintenance paid by insurance proceeds, third parties or condemnation proceeds.

          (4) Except as provided in Section 4.D(8) , depreciation, amortization, interest payments on any encumbrances on the Property and the cost of capital improvements or additions.

          (5) Costs of installing any specialty service, such as an observatory, broadcasting facility, luncheon club, or athletic or recreational club.

          (6) Expenses for repairs or maintenance related to the Property which have been reimbursed to Landlord pursuant to warranties, or service contracts, or by third parties.

          (7) Costs (other than reasonable maintenance costs) of any art work (such as sculptures or paintings) used to decorate the Building.

          (8) Principal payments on indebtedness secured by liens against the Property, or costs of financing, refinancing or mortgaging the Property.

          (9) Rental, gross receipts, sales and use, or other taxes, if any, imposed upon or measured by rents, receipts or income attributable to ownership, use, occupancy, rental, leasing, operation or possession of the Property.

          (10) Tax Expenses (defined below) paid separately pursuant to Section 4.I .

          (11) Electrical service costs paid separately pursuant to Section 4.H .

          (12) Costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payment of Tax Expenses, utility bills and other costs incurred due to Landlord’s failure to make payments when due, except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such amounts or as a result of Landlord’s contesting such amounts in good faith.

      F.  Intentionally Deleted .

      G.  Audit Rights . Within sixty (60) days after Landlord furnishes its statement of actual Operating Expenses for any Lease Year (including the Base Year) (the “ Audit Election Period ”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such Lease Year only, subject to the following conditions: (1) there is no uncured event of default under this Lease after the expiration of any applicable cure period; (2) if a third party conducts the audit, such audit shall be prepared by an independent certified public accounting firm of recognized regional standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the

audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records; (6) Tenant and its accounting firm shall treat any audit in a confidential manner (except as required by law or to the extent necessary to enforce Tenant’s rights hereunder) and shall each execute Landlord’s reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and not to unduly influence Tenant’s auditor in the preparation of the final audit report. This paragraph shall not be construed to limit, suspend, or abate Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses in accordance with Section 4.B above. Landlord shall credit any overpayment determined by the final approved audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within thirty (30) days of determination. If the audit reveals that Landlord’s calculation of Operating Expenses for the Lease Year under inspection was overstated by more than five percent (5%), then Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees (specifically including any reasonable travel and lodging expenses) applicable to the review of said Lease Year statement within thirty (30) days after receipt of Tenant’s invoice therefor. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable Lease Year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises.

      H.  Electrical Costs . In addition to the Excess Operating Expenses, and as a separate obligation, Tenant shall pay Landlord Tenant’s Pro Rata Share of the following costs incurred by Landlord (provided that such costs shall be the actual costs incurred by Landlord with no mark-up for profit by Landlord): (1) electrical services used in the operation, maintenance and use of the Property (but not including costs which are payable by tenants or occupants in the Building as Hourly HVAC Charges (defined below) or applicable to separately metered portions of their premises); (2) sales, use, excise and other taxes assessed by governmental authorities on electrical services supplied to the Property; and (3) other directly related expenses which are reasonably intended to reduce such costs and which are not otherwise included in Operating Expenses. Tenant shall, with each monthly payment of Base Rent, pay Landlord’s estimate of Tenant’s Pro Rata Share of such electrical service costs in the same manner as provided for Operating Expenses in Sections 4.B and C . Tenant shall have the same rights to be provided reasonable substantiating evidence of and to audit Landlord’s determination of Tenant’s Pro Rata Share of such electrical service costs as are given Tenant with respect to Operating Expenses. Tenant shall be entitled to Tenant’s Pro Rata Share of any refunds and rebates Landlord receives from the electricity provider which are applicable to the Property, and Tenant shall not bear any expense for any costs or penalties incurred by Landlord for late payments of same to the provider so long as such late payment is not the result of Tenant’s failure to timely pay its portion of such amounts.

      I.  Tax Expenses . In addition to the Excess Operating Expenses, and as a separate obligation, Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Tax Expenses (hereinafter defined) for each calendar year during the Term exceed Tax Expenses for the Tax Base Year (the “ Excess Tax Expenses ”). “ Tax Expenses ” are defined as the following costs incurred by Landlord: real estate taxes, assessments, excises, fees, levies, charges and other taxes of every kind and nature whatsoever, general and special, extraordinary and ordinary, foreseen and unforeseen, including interest on installment payments for other than ad valorem real property taxes, which may be levied or assessed against or arise in connection with ownership, use, occupancy, rental, leasing, operation or possession of the Property. Tax Expenses shall include, without limitation: (i) any tax on the rent or other revenue from the Property, or any portion thereof, or as against the business of owning or leasing the Property, or any portion thereof, including any business, franchise, gross margins, or similar tax payable by Landlord which is attributable to rent or other revenue derived

from the Property, (ii) any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, (iii) personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property, and (iv) any assessment, tax, fee, levy or charge substituted, in whole or in part, for a tax previously in existence, or assessed in lieu of a tax increase. Tax Expenses shall not include (a) Landlord’s estate, excise or income taxes (except for the rent, gross margins and similar taxes attributable to rent or other revenue derived from the Property described above), or (b) penalties and interest on Tax Expenses except such as may be incurred as a result of Tenant’s failure to timely pay its portion of such Tax Expenses or as a result of Landlord’s contesting such amounts in good faith. Tenant shall pay Tenant’s Pro Rata Share of such Excess Tax Expenses on or before the later of December 1 of each year or thirty (30) days after notice from Landlord specifying the amount due. Landlord shall, within five (5) days after receipt of written request from Tenant, deliver to Tenant a copy of the relevant tax statements upon which the calculation of Tenant’s Pro Rata Share of Excess Tax Expenses is based. The term “ Tax Base Year ” shall mean actual Tax Expenses for calendar year 2008 determined as if Landlord had owned the Property for the entire calendar year. For purposes of this Lease, Tax Expenses shall not be reduced by any program grants paid under the EDA (hereinafter defined). Tenant agrees that, as between Tenant and Landlord, Landlord has the sole right to contest taxes levied against the Building and the Property (other than taxes levied directly against Tenant’s personal property within the Premises). Landlord shall use commercially reasonable efforts to control increases in property taxes by protesting tax appraisals of the Property; provided, however, that if Landlord determines in its commercially reasonable opinion, that such protest would have adverse consequences, Landlord may elect not to pursue to protest. Notwithstanding the foregoing, Landlord agrees to protest the 2009 tax appraisal if it exceeds the 2008 appraisal by more than ten percent (10%). Landlord shall, within five (5) days after receipt of written request from Tenant, supply Tenant with a copy of the tax assessment and/or tax appraisal on the Property and other relevant non-proprietary written information obtained in connection with an assessment and/or appraisal. Landlord will inform Tenant of Landlord’s plan and process with respect to contesting or protesting taxes, levies or the appraised value of the Property. In addition, upon written request by Tenant, Landlord will invite a representative of Tenant to attend a strategic planning meeting at Tenant’s sole cost and expense with Landlord’s property tax personnel regarding the taxes, levies and appraised value of the Property. Such meeting will be held at least five (5) days prior to the deadline for contesting or protesting taxes, in a location to be selected by Landlord.

      J.  Program Grants . Notwithstanding anything to the contrary contained in Section 4.I above, the parties (i) acknowledge that Tenant is a party to an Economic Development Program Agreement with the City of Fort Worth, Texas (“ City ”) dated October 14, 2002 (as amended on April 26, 2005, collectively, the “ EDA ”), and (ii) agree that the following terms shall govern the benefits received by Tenant thereunder:

          (1) Throughout the Term and any extensions thereof, Tenant shall be the sole administrator of the rights and obligations under the EDA. On the Commencement Date, Landlord and Tenant shall execute an agreement whereby Tenant assigns, and Landlord assumes, an undivided interest in the obligations under the EDA, including the obligations to comply with the commitments set forth in Sections 5.2 and 5.3 of the EDA (the “ Partial Assignment ”). Immediately upon expiration or earlier termination of this Lease, Tenant shall assign to Landlord all of Tenant’s rights and obligations under the EDA to the extent such rights are assignable and without any representation, covenant or warranty with respect to the enforceability of such assignment or the rights and obligations under the EDA.

          (2) Landlord agrees to pay prior to delinquency all real property taxes described in the EDA.

          (3) During the Term and any extensions thereof, Tenant shall make application to the City each year for all of the program grants allowed under the EDA. Landlord agrees to deliver to Tenant prior to January 15 of each calendar year all information Tenant reasonably requests in order to prepare such application for the preceding calendar year. Landlord, at no cost to Tenant, shall have the right to approve the application prior to submission to the City, but such approval shall not be unreasonably withheld, conditioned or delayed. After the expiration or earlier termination of this Lease, Landlord shall make application to the City for all of the program grants allowed under the EDA. Tenant agrees to deliver to Landlord prior to January 15 of the following calendar year all information Landlord reasonably requests in order to prepare such application for the calendar year immediately preceding the expiration or termination of this Lease. Tenant, at no cost to Landlord,

shall have the right to approve the application prior to submission to the City, but such approval shall not be unreasonably withheld, conditioned or delayed. Each application shall contain specific allocations of the portions of the program grant payments attributable to (i) taxes paid on Tenant’s personal property, (ii) taxes paid on Landlord’s personal property, and (iii) real property taxes paid on the Property.

          (4) Landlord shall retain any and all of the program grants it receives from the City attributable to taxes paid on Landlord’s personal property. Landlord agrees to pay the program grant payments which are attributable to taxes paid on Tenant’s personal property to Tenant within ten (10) Business Days after receipt from the City. If Landlord fails to reimburse Tenant for such amounts within such ten (10) Business Day period, Tenant shall thereafter be entitled to deduct such amounts from the next sum(s) due by Tenant under this Lease.

          (5) Pursuant to the terms of the Partial Assignment, Tenant agrees to instruct the City to deliver the program grants payable under the EDA to an account designated by Landlord. Landlord agrees to deliver to Tenant within ten (10) Business Days after receipt from the City (if ever) a sum equal to Tenant’s Pro Rata Share (as same may fluctuate from time to time) multiplied by the total amount of the program grants Landlord receives from the City attributable to real property taxes paid by Landlord on the Property during the preceding calendar year. If Landlord fails to reimburse Tenant for such amounts within such ten (10) Business Day period, Tenant shall thereafter be entitled to deduct such amounts from the next sum(s) due by Tenant under this Lease. The program grant payments applicable to real property taxes for calendar year 2008 shall be prorated on a per diem basis, with Tenant being entitled to the portion of such payments relating to the period from January 1, 2008 through the day before the Commencement Date and Landlord being entitled to the portion of such payments relating to the period from the Commencement Date through December 31, 2008, less Tenant’s Pro Rata Share as set forth above.

5. Tenant’s Use of Premises .

      A.  Permitted Uses . The Premises shall be used only for general office use (the “ Permitted Use ”) and for no other use whatsoever. Tenant shall not use or permit the use of the Premises for any purpose which is illegal, creates obnoxious odors (including tobacco smoke), noises or vibrations, is dangerous to persons or property, or which, in Landlord’s reasonable opinion, unreasonably disturbs any other tenants of the Building or interferes with the operation or maintenance of the Property or any work by Landlord or its contractors in the Premises. Except as provided below, the following uses are expressly prohibited in the Premises: schools, government offices or agencies; personnel agencies; collection agencies; credit unions; data processing, telemarketing or reservation centers; medical treatment and health care; radio, television or other telecommunications broadcasting; restaurants and other retail; customer service offices of a public utility company; or any other purpose which would, in Landlord’s reasonable opinion, impair the reputation or quality of the Building, overburden any of the Building systems, Common Areas or parking facilities (including any use which would create a population density in the Premises which is in excess of the density which is standard for the Building), impair Landlord’s efforts to lease space or otherwise interfere with the operation of the Property. Notwithstanding the foregoing, the following ancillary uses are permitted in the Premises only so long as they do not, in the aggregate, occupy more than 20% of the Rentable Square Footage of the Premises: (1) the following services provided by Tenant exclusively to its employees: schools, training and other educational services; credit unions; flu shots; sample sales; and similar employee services; (2) the following services directly and exclusively supporting Tenant’s business: telemarketing; reservations; storage; data processing; debt collection; and similar support services. The rights set forth in the preceding sentence allowing certain ancillary uses are personal to the specific party originally identified as the “Tenant” under this Lease and under any Permitted Transfer and may not be transferred, shared or assigned in whole or in part to any assignee, subtenant or other tenant in the Building. Except with respect to any space located on the first floor, the terrace floor or the 20 ^th floor of the Building, Landlord shall require that the Building be used only for the Permitted Use and the ancillary uses permitted above. Landlord shall not use or permit the use of the Building for any purpose which is illegal, creates noises or vibrations, is dangerous to persons or property, or which, in Landlord’s reasonable opinion, unreasonably disturbs any other tenants of the Building or interferes with the operation or maintenance of the Property. No tobacco smoke shall be permitted in any portion of the terrace or first floor lobby of the Building. Landlord also agrees, provided Tenant is not in default beyond any applicable cure period, not to lease any portion of the Building to a retailer whose primary business is the sale of home furnishings.

      B.  Compliance with Laws . Tenant shall comply with all Laws regarding the use, condition, configuration and occupancy of the Premises and the use of the Common Areas. Tenant, within ten (10) days after receipt, shall provide Landlord with copies of any notices Tenant receives regarding a violation or alleged or potential violation of any Laws affecting the Premises. Tenant shall comply with the rules and regulations of the Building attached as Exhibit B and such other reasonable rules and regulations (or modifications thereto) adopted by Landlord from time to time; provided that in the event there is a conflict between the rules and regulations and this Lease, the terms of this Lease shall govern. Landlord shall enforce the rules and regulations for the Building in a reasonably nondiscriminatory manner. Tenant shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all such rules and regulations.

      C.  Tenant’s Security Responsibilities . Tenant shall (1) lock the doors to the Premises and take other reasonable steps to secure the Premises and the personal property of all Tenant Parties (defined in Article 13 ) and any of Tenant’s transferees, contractors or licensees in the Common Areas and parking facilities of the Building and Property, from unlawful intrusion, theft, fire and other hazards; (2) keep and maintain in good working order all security and safety devices installed in the Premises by or for the exclusive benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (3) cooperate with Landlord and other tenants in the Building on Building safety matters. Tenant acknowledges that any security or safety measures employed by Landlord are for the protection of Landlord’s own interests; that Landlord is not a guarantor of the security or safety of the Tenant Parties or their property; and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities. Landlord acknowledges that the data center located on the 8 ^th floor of the Building and the telecom closets on each floor of the Premises are “ Secured Areas ” . Landlord shall not have access to such Secured Areas except (i) in the event of an emergency, in which case, Landlord may use whatever means necessary to access such Secured Areas, at no expense to Landlord, and (ii) in the event of a Landlord or Mortgagee inspection, in which case Landlord shall provide 24 hours prior written notice to Tenant of the date and time of such inspection. Landlord agrees that (a) such inspections shall not take place more than four (4) times in any calendar year and (b) an agent or employee of Tenant will accompany Landlord and or its Mortgagee during any such inspections of the Secured Areas. Landlord shall not be required to provide janitorial or other services to the Secured Areas which services require Landlord’s employees or agents to have access to such Secured Areas.

6. Security Deposit . Intentionally Deleted.

7. Services Furnished by Landlord .

      A.  Standard Services . Subject to the provisions of this Lease, Landlord agrees to furnish (or cause a third party provider to furnish) the following services to Tenant during the Term:

          (1) Water (at the normal temperature of the water supply to the Building) for use in the lavatories, toilets and kitchens on each floor on which the Premises are located.

          (2) Heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as required by governmental authority or as supplied in Comparable Buildings. Tenant, upon such notice as is reasonably required by Landlord (but not more than twenty-four (24) hours notice), and subject to the capacity of the Building systems, may request HVAC service during hours other than Normal Business Hours. Tenant shall pay Landlord for such additional service at a rate equal to $50.00 per operating hour per floor (the “ Hourly HVAC Charge ”). Beginning on the first anniversary of the Commencement Date, Landlord shall have the right, upon thirty (30) days prior written notice to Tenant, to adjust the Hourly HVAC Charge from time to time, but not more than once per calendar year, based proportionately upon increases in HVAC costs, which costs include utilities, taxes, surcharges, labor, equipment, maintenance and repair to the extent (and only to the extent) Landlord’s actual, out-of-pocket expenses in providing such services increase following the Commencement Date, and any notice of increase in cost shall contain a detailed summary of the basis for the cost increase and a comparison to 2008 costs. No adjustments to the Hourly HVAC Charge shall cause same to exceed the rates charged for such services in Comparable Buildings. Notwithstanding the foregoing, Tenant shall, at its sole cost and expense, install and maintain a submeter for the portion of the Premises located on the 7 ^th and 8 ^th floors of the Building and pay to Landlord the actual cost of the HVAC service on such floors pursuant to Section 8.C . Tenant may require HVAC Service during hours other than Normal Business Hours for such submetered floors and shall not be charged an Hourly HVAC Charge for such additional service provided to such submetered floors.

          (3) Maintenance and repair of the Property as described in Section 9.B .

          (4) Janitorial service five days per week (excluding Holidays), similar to the service provided in Comparable Buildings (hereinafter defined). If Tenant’s use of the Premises, floor covering or other improvements requires special services in excess of the standard services for the Building, Tenant shall pay the additional cost attributable to the special services. Notwithstanding the foregoing, Tenant will contract separately for janitorial services in the Secured Areas using contractors approved by Landlord, which approval shall not be unreasonably withheld. Sealco, the contractor employed by Tenant on the Commencement Date to provide janitorial services to the Secured Areas, has been approved by Landlord.

          (5) Passenger elevator service to the floors on which the Premises are located for ingress to and egress from the Premises and freight elevator service in common with other Building occupants, subject to periodic elevator repair and maintenance, events of Force Majeure, casualty, governmental regulation and Landlord’s reasonable policies and procedures for use of the elevator(s) in the Building.

          (6) Exterior window washing at such intervals as determined by Landlord, but not less frequently than twice each calendar year.

          (7) Maintain and manage the current level of security for the Building and the Parking Facilities (as such term is defined in Exhibit C attached hereto) as an Operating Expense including without limitation, a multi-function card-key building access system to the Premises and Parking Facilities and throughout the Building (including the stairwells). Landlord shall provide such security requirements in the Building as necessary for Tenant to comply with Payment Card Industry Data Security Standards; provided however, to the extent the costs related to compliance with such standards exceeds the security costs paid for such compliance in the Base Year, all of such excess costs shall be paid by Tenant to Landlord within thirty (30) days after notice from Landlord. Landlord agrees to maintain restricted access to the NetPop rooms and all telecom rooms that are not located in the Premises. Landlord also agrees to provide “add/change/delete” services with respect to Tenant’s employee’s card-keys within one (1) Business Day after receipt of the necessary instructions from Tenant.

          (8) Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions in Article 8 .

          (9) Access to the Premises and the Parking Facilities 24 hours a day, 365 days a year (subject to the provisions of this Lease with respect to casualty and condemnation); provided, however, during periods after Normal Business Hours, Landlord may establish reasonable rules and regulations in connection with such access.

          (10) Extermination service at such intervals as reasonably determined by Landlord.

          (11) A cafeteria or other similar food service provider offering food for purchase on the terrace level of the Building, substantially similar or better in Landlord’s reasonable judgment to the food services currently being provided in the Building by Sodexho; provided, however, Landlord shall not be required to continue such cafeteria or food service unless there are at least 640 occupants in the Building.

          (12) Maintain the current loading dock and related service areas.

          (13) Although Landlord will not provide wireless network services for the Building, Landlord agrees not to remove the existing WiFi infrastructure in the Premises or modify such infrastructure in any way which would adversely impact Tenant’s ability to use such wireless services.

          (14) Landlord acknowledges that the following specialized equipment and systems are critical to Tenant’s data center operations and the operation of the NetPop rooms located on the terrace level of the Building (collectively, “ Tenant’s Critical Operations ”): water-cooled electric water chillers, roof mounted cooling tower, the emergency generator, chilled water pumps, condenser water pumps, automatic transfer switch, manual transfer switch and the Building automation system and the related electrical and water supply systems (collectively, “ Critical Systems and Equipment ”). Tenant represents and warrants to Landlord that the Critical Systems and Equipment were initially installed in the Building by Tenant and are being transferred to

Landlord on the Commencement Date in good working order and condition. From and after the date of installation, Tenant has performed all scheduled maintenance and testing of the Critical Systems and Equipment at the manufacturers’ recommended levels and intervals and has provided Landlord with copies of such maintenance and testing records and logs. Landlord shall not make any alterations, modifications or improvements to the Critical Systems and Equipment if such alterations, modifications or improvements would adversely affect Tenant’s Critical Operations. Landlord shall perform all scheduled maintenance and testing of the Critical Systems and Equipment at the manufacturers’ recommended levels and intervals and shall provide Tenant with copies of such maintenance and testing records and logs. Notwithstanding Landlord’s obligation to perform such maintenance, testing and repairs to Critical Systems and Equipment and notwithstanding anything to the contrary in Section 7.B , Landlord shall not intentionally interrupt or reduce any electrical or water services at the Building or perform any maintenance, testing or repairs to the Critical Systems and Equipment without first obtaining Tenant’s approval as to the time, duration and scope of any such activity, such approval not to be unreasonably withheld.

     The services described in subsections (1) through (13) above shall be subject to reasonable changes by Landlord so long as such services are comparable to those provided in Comparable Buildings during the Term (and any renewals or extensions thereof). “Comparable Buildings” shall mean other comparable first-class office buildings in the downtown Fort Worth, Texas area, taking into account age, size, location and other relevant operating factors.

      B.  Service Interruptions . For purposes of this Lease, a “ Service Failure ” shall mean any interruption, suspension or termination of services being provided to Tenant by Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of Laws; (2) the failure, interruption or malfunctioning of any electrical or mechanical equipment, utility or other service to the Building or Property; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the occurrence of any other event or cause whether or not within the reasonable control of Landlord. Landlord shall provide Tenant no less than three (3) Business Days’ prior written notice of any upcoming Service Failure of which Landlord has control or actual advance knowledge or notice, except in the event of a real or apparent emergency; and Landlord shall use commercially reasonably efforts to minimize any disruption to Tenant’s use and occupancy of the Premises due thereto. Except as otherwise provided in this Lease, no Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, or relieve Tenant from the obligation to fulfill any covenant or agreement. Any provision herein to the contrary notwithstanding, if a Service Failure relating to an interruption or termination of an Essential Building Service (“ Essential Service Failure ”) continues for a period of three (3) consecutive Business Days after Landlord’s receipt of Tenant’s written notice of the Service Failure, Tenant shall have the following rights and remedies:

     (i) Effective on the fourth (4 ^th ) consecutive Business Day after such Essential Service Failure, Tenant shall be entitled to an equitable abatement of Rent commensurate to that portion of the Premises not being reasonably usable by Tenant for the Permitted Use (unless the Essential Service Failure is caused by a fire or other casualty, in which event Section 16 controls) calculated on a per square foot basis and ending at the time the Premises or such applicable portion are again suitable for use by Tenant for its Permitted Use.

     (ii) If such Essential Service Failure results in the Premises or any material portion thereof not