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AMENDED AND RESTATED LEASE

Lease Agreement

AMENDED AND RESTATED LEASE | Document Parties: RADIOSHACK CORPORATION | TARRANT COUNTY COLLEGE DISTRICT, You are currently viewing:
This Lease Agreement involves

RADIOSHACK CORPORATION | TARRANT COUNTY COLLEGE DISTRICT,

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Title: AMENDED AND RESTATED LEASE
Governing Law: Texas     Date: 6/25/2008
Industry: Retail (Technology)     Sector: Services

AMENDED AND RESTATED LEASE, Parties: radioshack corporation , tarrant county college district
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Exhibit 10.2

AMENDED AND RESTATED

LEASE

BETWEEN

TARRANT COUNTY COLLEGE DISTRICT,

AS LANDLORD,

AND

RADIOSHACK CORPORATION,

AS TENANT

DATED AS OF JUNE 25, 2008

 


          Page

1.

   Demise of Premises.    2

2.

   Title and Condition.    2

3.

   Use of Premises.    3

4.

   Term.    3

5.

   Rent.    4

6.

   Non-Terminability.    4

7.

   Taxes and Assessments; Compliance with Law; Environmental Matters.    5

8.

   Indemnification.    7

9.

   Liens.    8

10.

   Maintenance and Repair.    8

11.

   Alterations.    9

12.

   Insurance.    10

13.

   Casualty    12

14.

   Condemnation.    13

15.

   Assignment and Subletting.    14

16.

   Permitted Contests.    14

17.

   Default Provisions.    15

18.

   Additional Rights of Landlord.    17

19.

   Notices, Demands and Other Instruments.    18

20.

   Transfer by Landlord.    19

21.

   Mortgaging by Landlord.    20

22.

   Estoppel Certificates.    20

23.

   No Merger.    21

24.

   Surrender.    21

25.

   Severability.    21

26.

   Savings Clause.    21

27.

   Binding Effect.    22

28.

   Memorandum of Lease.    22

29.

   Table of Contents; Headings.    22

30.

   Governing Law.    22

31.

   Certain Definitions.    22

 


32.

   Tenant’s Use of Campus Amenities    23

33.

   Exhibits.    24

34.

   Signage Rights    24

35.

   Brokers    25

36.

   Force Majeure    25

37.

   Exculpatory Clause    25

38.

   Waiver of Landlord Liens    25

39.

   Transition Period    25

40.

   Landlord’s Access to Loading Docks    27

41.

   Parking    27

42.

   Security    27

43.

   Partial Consideration    27

EXHIBITS

 

Exhibit 1.3

   Control Center

Exhibit 1.4

   Data Center

Exhibit 5

   Basic Rent

Exhibit 9

   Permitted Exceptions

Exhibit 21

   Subordination, Non-Disturbance and Attornment Agreement

 


AMENDED AND RESTATED LEASE

This AMENDED AND RESTATED LEASE, dated as of June 25, 2008 (“ Amendment Date ”), between Tarrant County College District , a political subdivision of the State of Texas (herein, as further defined in Subparagraph 31(d), called “ Landlord ”), and RadioShack Corporation , a Delaware corporation (herein called “ Tenant ”).

RECITALS

A. Concurrently herewith, Landlord has purchased from KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of the Kan Am-grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH (“ Kan Am ”) that certain tract of real property described as Lot 1, Block 1, RadioShack Addition, an Addition to the City of Fort Worth, Texas, according to the replat thereof recorded in Cabinet A, Slide 10730, Plat Records of Tarrant County, Texas, (“ Lot 1 Land ”) together with all improvements located on the Lot 1 Land including a five building office campus containing approximately 875,694 square feet of floor area (the “ Buildings ”) and a 2,362 space structured garage (“ Parking Garage ”) and all other parking areas on the Lot 1 Land (collectively, the “ Lot 1 Improvements ”; the Lot 1 Land and the Lot 1 Improvements may be referred to collectively herein as the “ Lot 1 Property ”).

B. Tenant leases the Lot 1 Property pursuant to that certain Lease dated December 20, 2005 between Landlord’s predecessor in interest, Kan Am Riverfront Campus, LP (“ Riverfront ”), as landlord, and Tenant, as tenant, which was assigned to Landlord at the closing of the purchase and sale of the Lot 1 Property. Riverfront and Tenant executed a Memorandum of Lease with respect to the Lease, dated December 20, 2005, and recorded as Instrument No. D205379265, Real Property Records of Tarrant County, Texas (the “ Memorandum ”). Kan Am and Tenant amended the Memorandum pursuant to that certain Amendment to Memorandum of Lease dated June 15, 2007, recorded in Instrument No. D207219120, which Amendment provided notice that Kan Am had accepted an assignment of all of Riverfront’s right, title and interest as “Landlord” under the Lease.

C. Concurrently herewith, pursuant to that certain Purchase and Sale Agreement by and between Tenant as seller, and Landlord as buyer, dated effective as of June 25, 2008 (the “ PSA ”), Landlord has purchased from Tenant certain property interests and rights, including (i) certain real property described as Lots 2 and 3, Block 1, RadioShack Addition, an Addition to the City of Fort Worth, Texas, according to the replat thereof recorded in Cabinet A, Slide 10730, Plat Records of Tarrant County, Texas together with all improvements located thereon (collectively, the “ Lots 2 and 3 Property ”); the Lot 1 Property and Lots 2 and 3 Property may be collectively referred to herein as “ Landlord’s Property ”), (ii) Tenant’s mineral rights in and under Landlord’s Property, (iii) certain personal property heretofore used by Tenant in connection with its use and occupancy of the Lot 1 Property, and (iv) certain parking easements, all as more particularly described in the PSA.

D. Landlord desires to occupy and use Landlord’s Property as a campus for Tarrant County College (the “ Campus ”) and Tenant desires to accommodate Landlord’s planned use of Landlord’s Property by consolidating Tenant’s offices and associated business operations into a portion of the Lot 1 Property.

 

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E. The parties desire to amend and restate the Lease in certain respects as herein provided.

NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and intending to be legally bound, the parties agree as follows:

1. Demise of Premises.

In consideration of the rents and covenants herein stipulated to be paid and performed, Landlord hereby demises and lets to Tenant, and Tenant hereby lets from Landlord, for the Term herein described, the premises (herein collectively called the “ Premises ”) consisting of the following Lot 1 Improvements:

1.1 The building known as the “ West Fork Building ” (herein so called.

1.2 The building known as the “ Clear Fork Building ” (herein so called), excluding the Control Center and the Data Center.

1.3 The “ Control Center ” (herein so called), which is located in the Clear Fork Building, as depicted on Exhibit 1.3 attached hereto.

1.4 The “ Data Center ” (herein so called), which is located in the Clear Fork Building, as depicted on Exhibit 1.4 attached hereto, subject to the joint use provisions in Subparagraph 39(d).

For purposes of this Lease, the Premises shall not include any mineral rights or interest in, to or underlying the land on which the Premises are located.

2. Title and Condition.

(a) The Premises are demised and let subject to (i) the rights of any parties in possession and the existing state of the title as of the commencement of the Term of this Lease, (ii) any state of facts which an accurate survey or physical inspection thereof might show, (iii) all zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations now in effect or hereafter adopted by any Governmental Authority (as defined in Subparagraph 31(b)) having jurisdiction, and (iv) the condition of the Premises, as of the commencement of the Term of this Lease, without representation or warranty by Landlord. Tenant represents that it is in possession of the Premises and is fully familiar with the Premises in all respects, having been in possession of the Premises immediately prior to the commencement of the Term of this Lease, having owned the Premises prior to the commencement of the Term of this Lease and having caused the construction of the Lot 1 Improvements thereon. Tenant further represents that it has examined the title to, zoning of and other restrictions applicable to, and the condition of, the Premises and has found the same to be satisfactory to it. Tenant has unconditionally accepted the Premises in all respects.

 

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(b) During the Term, Tenant shall retain all economic development incentives including, but not limited to, economic development grants and property tax abatements and reimbursements previously or at any time granted to Tenant by the City of Fort Worth, the Tax Increment Reinvestment Zone Number Six, City of Fort Worth, Texas, or any other Governmental Authority (collectively, “ Incentives ”); provided, however, that if during any portion of the Interim Term or the Primary Term any Taxes are assessed on all or any portion of the Premises, all such Incentives that provide any property tax abatements (‘ Tax Abatements ”) shall be assigned by Tenant to Landlord (if assignment is permitted by the terms thereof), without further consideration, so that Landlord will have the full benefit of the Tax Abatements for the period covered by the Interim Term and the Primary Term; provided, further, Landlord will reassign the Tax Abatements to Tenant during any Extended Term upon Tenant’s request.

3. Use of Premises.

Subject to applicable Legal Requirements (as defined in Subparagraph 31(f)), Tenant may use the Premises for general office use, including executive, managerial, administrative and sales offices, media and broadcast production, training and testing facilities, employee related services, parking, and uses ancillary thereto, and otherwise in conformity with this Lease, but for no other purposes.

4. Term.

Subject to the terms and conditions hereof, Tenant shall have and hold the Premises for an interim term (herein called the “ Interim Term ”) commencing on the date hereof and continuing until the last day of the calendar month in which the date hereof occurs (provided that if the Lease commences on the first day of a calendar month there shall be no Interim Term) and a primary term (herein called the “ Primary Term ”) commencing on the first day of the first calendar month following the date hereof (except if this Lease commences on the first day of a calendar month, the Primary Term shall commence on said first day) and continuing for three (3) years for all of the Premises. Tenant shall have the option to extend this Lease for one term of two (2) years for each of the West Fork Building, the Control Center and the Data Center, unless this Lease shall expire or be sooner terminated pursuant to the terms hereof. Tenant may exercise this two (2) year option as to one or more of the West Fork Building, the Control Center and the Data Center. If Tenant exercises the two (2) year option as to the Control Center and the Data Center, Tenant thereafter shall have the option to extend this Lease for up to three (3) consecutive terms of five (5) years each for the Control Center and the Data Center, unless this Lease shall expire or be sooner terminated pursuant to the terms hereof. Each such extension is herein individually called an “ Extended Term ” and, together with the Interim Term, if any, and the Primary Term, called the “ Term .” In the event Tenant elects to extend the Term for an Extended Term, Tenant shall give a written notice to Landlord (an “ Extension Notice ”) no later than six (6) months prior to the then-scheduled expiration of the Term, which notice shall designate those portions of the Premises (as described in Paragraph 1) as to which the Extended Term will cover. Upon the giving of an Extension Notice, the Term shall be automatically extended for such Extended Term as to the portion of the Premises designated in the Extension

 

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Notice on the terms and conditions provided in this Lease, except that Tenant shall have no further option to extend the Term beyond said (i) one (1) term of two (2) years for the West Fork Building and (ii) three (3) consecutive terms of five (5) years each for the Control Center and the Data Center (assuming Tenant exercises its initial option to extend for two (2) years with respect to the Control Center and the Data Center). Upon the request of Landlord or Tenant, the parties hereto will execute and exchange an instrument in recordable form setting forth any extension of the Term in accordance with this Paragraph 4. If (i) an Event of Default shall exist as of the giving of the Extension Notice and such Event of Default remains uncured thirty (30) days after the giving of the Extension Notice or (ii) Tenant does not timely give an Extension Notice in accordance with the provisions of this Paragraph 4, then, unless Landlord and Tenant otherwise agree in writing, Tenant shall thereafter have no right to extend the Term for the subject or any succeeding Extended Term.

5. Rent.

(a) If Tenant extends the Term in accordance with Paragraph 4, beginning on the Rent Commencement Date (as defined in Paragraph 5(c) below), Tenant covenants to pay to Landlord, as rent for the Premises during each Extended Term of this Lease, the amounts set forth on Exhibit 5 attached hereto (herein called the “ Basic Rent ”) in monthly installments, in advance, on the first business day of each calendar month (herein called the “ Basic Rent Payment Dates ”) by wire or other electronic transfer of immediately available funds to the Landlord at the address set forth above or to such other person or such other place or account as Landlord from time to time may designate to Tenant in writing.

(b) Tenant covenants that all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, shall constitute additional rent hereunder (herein called “ Additional Rent ”). In the event of any failure by Tenant to pay or discharge any Additional Rent, Landlord shall have all rights, powers and remedies provided herein or by law in the case of nonpayment of Basic Rent. Tenant further covenants to pay to Landlord on demand interest on all Basic Rent and Additional Rent due to Landlord beginning five (5) days after the date due until such amount is paid in full at the per annum rate of interest (the “ Default Rate ”) equal to the annual “prime rate” identified in the “Money Rates” column in the Wall Street Journal (the “ Prime Rate ”) plus four percent (4%), but in no event shall the Default Rate exceed the maximum rate permitted by law. If the Wall Street Journal is no longer published or the Wall Street Journal discontinues publication of the “prime rate,” then Landlord shall designate a reasonably comparable source to identify the Prime Rate.

(c) The first (1 st ) monthly installment of Basic Rent shall be due and payable on or before the first business day of the thirty-seventy (37 th ) calendar month following the commencement of the Primary Term (“ Rent Commencement Date ”).

6. Non-Terminability. Except as otherwise provided herein, Basic Rent and Additional Rent shall be paid by Tenant without notice or demand, setoff, counterclaim, abatement, suspension, deduction or defense; provided, however, that overpayments of Basic Rent or Additional Rent, as reasonably substantiated in writing by Tenant, shall be subject to a right of offset against subsequent payments of Basic Rent or Additional Rent.

 

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7. Taxes; Compliance with Law; Environmental Matters.

(a) If Tenant exercises any extension option under Paragraph 4 and subject to Paragraphs 16 and 43 below, Tenant shall reimburse Landlord for all Taxes (as defined in Subparagraph 31(c)), if any, assessed against the portion of the Premises leased by Tenant during any Extended Term, but only to the extent such Taxes are proportionately allocated to that portion of the Extended Term included within the tax year for which such Taxes are assessed. Notwithstanding the foregoing provisions of this Subparagraph 7(a), Tenant shall not be required to pay any franchise, business margin, severance, corporate, estate, inheritance, succession, net income or excess profits taxes of Landlord hereunder. Taxes shall be prorated from the Rent Commencement Date through the end of the Term.

(b) Landlord will bill Tenant when the Taxes become payable and Tenant shall pay the same no later than twenty (20) Business Days (as defined in Subparagraph 31(a) below) following Tenant’s receipt of Landlord’s bill therefor (along with any supporting documentation reasonably requested by Tenant).

(c) Landlord agrees, to the extent reasonably necessary for Tenant to continue to prosecute any tax abatement proceedings or to obtain any economic development grants and/or tax incentives granted to Tenant by any Governmental Authority, to reasonably cooperate with Tenant, at no cost to Landlord, and also agrees to promptly endorse or pay over to Tenant any such abatement amounts, grants and/or incentives received by Landlord for any years prior to the Amendment Date or falling within the Term; provided, however, Landlord shall have the full and exclusive benefit of all Tax Abatements attributable to the Interim Term and/or the Primary Term or any part thereof.

(d) Tenant shall conduct its operations in and on the Premises in accordance with all Legal Requirements applicable to the Premises. Each party shall provide the other party(ies) with notice as soon as reasonably possible of any written complaints from any Governmental Authority pertaining to any alleged violation of any Legal Requirements and/or the commencement of any proceedings or investigation (of which the notifying party has knowledge) under any Legal Requirements affecting or pertaining to the Premises.

(e) Tenant shall:

(i) Not cause or knowingly permit any Hazardous Material (as defined below) to exist on or be discharged from or be released at the Premises in violation of Environmental Laws (as defined below) and to the extent caused or permitted by Tenant, Tenant shall promptly: (A) remove, remediate and dispose of any such Hazardous Material in compliance with all Environmental Laws, (B) pay any claim against Tenant, Landlord, any Indemnified Party (as defined below) or the Premises arising therefrom, (C) remove any charge or lien upon any of the Premises relating thereto, and (D) without limitation of the foregoing comply, at its sole cost and expense, during the Term in all respects with all Environmental Laws applicable to the Premises in regard to all Hazardous Materials.

 

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(ii) Notify Landlord in writing of any Hazardous Material (other than Hazardous Material stored or transported to or from the Premises in the ordinary course of Tenant’s or Tenant’s sublessee’s business and in compliance with all Environmental Laws) that exists on or is discharged from or onto or released at the Premises within twenty (20) days after Tenant first has actual knowledge of such existence or discharge.

(iii) Defend (with counsel selected by Tenant and reasonably acceptable to Landlord), indemnify and hold harmless Landlord and its officers, directors, trustees, members, partners, shareholders, beneficiaries, employees and agents (herein collectively called “Indemnified Parties” and individually an “Indemnified Party”) from and against any and all claims, expenses, liability, loss or damage (including all reasonable attorneys’ fees and expenses) resulting from the failure of Tenant to comply during the Term with Environmental Laws. Tenant shall give Landlord notice as soon as reasonably possible of (A) any proceeding or inquiry of which Tenant becomes aware during the Term by any Governmental Authority with respect to the presence of any Hazardous Material on, under, from or about the Premises, (B) all claims made by any third party against Tenant or the Premises relating to any loss or injury resulting from any Hazardous Material of which Tenant becomes aware, and (C) Tenant’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Premises that Tenant reasonably determines is likely to cause the Premises to be subject to any investigation or cleanup pursuant to any Environmental Law. Tenant shall permit Landlord to join and participate in, as a party if it so elects, any legal proceedings or action initiated with respect to the Premises in connection with any Environmental Law or Hazardous Material, and Tenant shall pay all reasonable attorneys’ fees and disbursements incurred by Landlord in connection therewith to the extent such proceedings or action relate to the breach by Tenant of its obligations under this Lease.

(iv) Not change the use of the Premises or permit the use of the Premises to be changed to any purpose other than the use on the date hereof, or change Tenant’s business operations conducted at the Premises from that conducted on the date hereof, if any such change of use or operations would (A) increase the risk of any Hazardous Material being released or discharged at or from the Premises in violation of any Environmental Laws, (B) result in Tenant or Landlord being obligated to perform any remediation of any Hazardous Material, or (C) result in the rescinding or adverse modification of any waiver or stand-still agreement as to environmental compliance matters granted by any Governmental Authority.

For purposes of this Lease, the following terms shall have the following meanings: (1) “ Hazardous Material ” means any hazardous or toxic material, substance or waste which is defined by those or similar terms and is regulated as such under any Environmental Laws, except for cleaning solvents, paints, construction materials, fuel supplies, and similar materials used in the ordinary course of business and in compliance with all applicable laws (including Environmental Laws) with respect thereto; and (2) “ Environmental Laws ” means any statute, law, ordinance, rule or regulation of any local, county, state or federal authority having

 

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jurisdiction over the Premises or any portion thereof or its use, which pertains to environmental, health or safety matters and/or the regulation of any Hazardous Materials, including but not limited to: ( a ) the Federal Water Pollution Control Act (33 U.S.C. §1317 et seq .) as amended; ( b ) the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq .) as amended; ( c ) the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq. ) as amended; ( d ) the Toxic Substances Control Act (15 U.S.C. §2601 et seq .), as amended; and ( e ) the Clean Air Act (42 U.S.C. §7401 et seq. ), as amended. Tenant’s obligations and liabilities under this Subparagraph 7(e) shall survive the expiration or earlier termination of this Lease with respect to any obligation accruing prior to the end of the Term and any Hazardous Material which exists or is discharged from or onto or released at the Premises (to the extent caused or permitted by Tenant) prior to the end of the Term in violation of any Environmental Law.

8. Indemnification.

(a) Tenant agrees to pay, and to protect, defend (with counsel reasonably acceptable to Landlord), indemnify and hold harmless Landlord and its Indemnified Parties from and against any and all liabilities, losses, damages, costs, expenses (including all reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature (herein collectively called “Damages”) whatsoever arising from (i) any injury to, or the death of, any person or damage to property on Landlord’s Property prior to or during the Term arising from the negligent acts or willful misconduct of Tenant, (ii) any violation by Tenant of any agreement or condition of this Lease, and (iii) any violation by Tenant of any Legal Requirement; provided, however, the foregoing indemnity shall not apply with respect to claims arising from the negligent acts or willful misconduct of Landlord or any Indemnified Party. If Landlord or any Indemnified Party shall be made a party to any litigation covered by Tenant’s indemnity, Tenant shall, at its option, either defend, at Tenant’s sole cost and expense, such party with counsel selected by Tenant reasonably acceptable to Landlord or pay all costs and reasonable attorneys’ fees and expenses incurred or paid by Landlord or such Indemnified Party in connection with such litigation. In the event Tenant shall, pursuant to this Paragraph 8, discharge any claim against Landlord or any Indemnified Party, Tenant shall be subrogated to the rights of Landlord or such Indemnified Party with respect thereto.

(b) Tenant shall indemnify Landlord with respect to any loss or damage suffered by Landlord by reason of any material inaccuracy or misstatement in any representation or warranty of Tenant set forth in this Lease.

(c) If and to the extent allowed by applicable law and without waiving any immunities, Landlord agrees to pay, and to protect, defend (with counsel reasonably acceptable to Tenant), indemnify and hold harmless Tenant and its Indemnified Parties from and against any and all Damages whatsoever arising from (i) any injury to, or the death of, any person or damage to property on Landlord’s Property during the Term arising from the negligent acts or willful misconduct of Landlord, (ii) any violation by Landlord of any agreement or condition of this Lease, and (iii) any violation by Landlord of any Legal Requirement; provided, however, the foregoing indemnity shall not apply with respect to claims arising from the negligent acts or willful misconduct of Tenant or

 

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any Indemnified Party. If Tenant or any Indemnified Party shall be made a party to any litigation covered by Landlord’s indemnity, Landlord shall, at its option, either defend, at Landlord’s sole cost and expense, such party with counsel selected by Landlord reasonably acceptable to Tenant or pay all costs and reasonable attorneys’ fees and expenses incurred or paid by Tenant or such Indemnified Party in connection with such litigation. In the event Landlord shall, pursuant to this Paragraph 8, discharge any claim against Tenant or any Indemnified Party, Landlord shall be subrogated to the rights of Tenant or such Indemnified Party with respect thereto.

(d) Tenant’s and Landlord’s obligations and liabilities under this Paragraph 8 shall survive expiration or earlier termination of this Lease.

9. Liens.

Tenant will not, directly or indirectly, create or permit to be created and to remain for more than thirty (30) days after the creation thereof, and will, subject to Paragraph 16 below, promptly discharge, at Tenant’s expense, within thirty (30) days after receipt of notice thereof, any mortgage, lien, encumbrance or charge on, pledge of, or conditional sale or other title retention agreement with respect to, the Premises or any part thereof, which was created or permitted to be created by Tenant.

10. Maintenance and Repair; Landlord Services.

(a) Tenant acknowledges that Tenant has accepted the condition, state of repair and appearance of the Premises as such exists on the Amendment Date.

(b) Except as otherwise provided herein and subject to Paragraphs 10(b), 12, 13 and 43, Landlord shall maintain, repair and replace, as Landlord deems reasonably necessary, the Premises, the Buildings and all other improvements located or installed in or on Landlord’s Property, including, without limitation, the roof and structural members thereof (including gutters and downspouts), the foundations, the interior and exterior walls of the Buildings, windows, doors, door closure devices and other exterior openings; window and door frames, molding locks and hardware; interior and exterior lighting; all Building systems including, without limitation, heating, air conditioning, underground and all above ground plumbing and plumbing fixtures, elevators, escalators and other electrical, mechanical and electromotive installations, equipment and fixtures; and the structural soundness of the Buildings. Landlord shall maintain and repair the Premises and all common areas on Landlord’s Property in the manner and to the extent reasonably deemed by Landlord to be standard for buildings of similar class, size, age and location. Any roof cuts made necessary because of Tenant’s use of the Premises or the installation of any equipment required by Tenant and approved by Landlord, shall be performed by Tenant at its sole cost and expense and under Landlord’s supervision. Landlord, however, if required to make any repairs occasioned by the act or negligence of Tenant, its agents, employees, subtenants, licensees and concessionaires shall be reimbursed by Tenant for all uninsured damage within thirty (30) days after receipt of a bill sent by Landlord. In the event that the Premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give prompt written notice thereof to Landlord; and Landlord shall not be responsible for failure to make any such repairs until a reasonable time shall have elapsed after receipt by Landlord of such written notice.

 

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(c) Landlord agrees to furnish Tenant the following services: (i) hot and cold water for use in the lavatories and break areas on the floor(s) on which the Premises is located; (ii) central heat and air conditioning in season during Tenant’s normal business hours, at such temperatures and in such amounts as are standard for buildings of similar class, size, age and location, or as required by Governmental Authority; (iii) janitorial and cleaning service in and about the Premises on Business Days; (iv) electricity to the Premises for general office use; (v) fluorescent and incandescent bulb and ballast replacement in the Premises and common areas of the Buildings; and (vi) passenger and freight elevator service and escalator service in common with Landlord and other persons.

(d) Landlord and its agents and designees may, in the company of a representative of Tenant if Tenant so requires, enter upon and inspect the Premises at reasonable times and on reasonable prior notice and show the Premises to prospective Mortgagees and/or purchasers. Tenant may designate an employee to accompany Landlord, any Mortgagee and their respective agents and designees on such examinations.

11. Alterations.

(a) Tenant may make or suffer to be made any non-structural alterations, additions or improvements in, on or to the Premises or any part thereof (“ Alterations ”), provided Tenant shall not make any Alterations which would (i) cost more than $100,000 (as determined with respect to each Alterations project), (ii) create a hazardous or illegal condition or violate any Legal Requirements, (iii) change the intended use of the Premises from the use permitted under Paragraph 3, or (iv) increase the risk of a violation of any Environmental Law or otherwise increase any environmental risk to the Premises, or (v) result in the modification of any mechanical system, without, in each such case, submitting a written request for and obtaining the prior written consent of Landlord, which consent may be withheld in Landlord reasonable discretion (Alterations described in any one or more of the foregoing clauses (i) – (v) being referred to as “ Restricted Alterations .”) Redecoration of the interior of the Premises, such as painting, wallpapering, replacement of light fixtures or floor covering and installation or deinstallation of artworks shall not constitute Alterations for purposes of this Lease. Moreover, Tenant shall not be required to obtain the prior written consent of Landlord as to non-structural alterations consisting solely of the reconfiguration of offices, workstations, support spaces and common areas in the Premises which are not Restricted Alterations.

(b) All Alterations shall be constructed in a good and workmanlike manner in compliance with all Legal Requirements.

(c) Except as Landlord and Tenant otherwise agree in writing, all Alterations other than Severable Additions (as defined below) shall at once become a part of the realty and belong to Landlord. Severable Additions, moveable furniture, furnishings, decorations, art work, trade fixtures and other personal property of Tenant and its sublessees may be removed from the Premises upon or at any time prior to the expiration or earlier termination of this Lease, provided

 

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that Tenant shall repair any damage to the Premises resulting from such removal. For purposes of this Lease, the term “ Severable Additions ” shall mean all additions to the Premises prior to or during the Term which (i) are readily removed without causing more than de minimus damage to the Premises, (ii) will not materially reduce the value, useful life or utility of the Premises if removed, and (iii) are not required for lawful occupancy of the Premises. The obligations of Tenant under this Paragraph 11 shall survive expiration or earlier termination of this Lease.

12. Insurance.

(a) Tenant shall maintain, or cause to be maintained, at its sole expense, the following insurance on the Premises (herein called the “ Tenant’s Required Insurance ”):

(i) Commercial general liability insurance naming Landlord and any Mortgagee as additional insureds against any and all claims as are customarily covered under a standard policy form routinely accepted, for bodily injury, death and property damage occurring in or about the Premises. Such insurance shall have a combined single limit of not less than $2,000,000 per occurrence with a minimum $5,000,000 aggregate limit and excess umbrella liability insurance in the amount of at least $10,000,000. If Tenant has other locations that it owns or leases, the liability insurance provided by this clause (ii) policy may be a so-called blanket policy. Such liability insurance shall be primary and not contributing to any insurance available to Landlord, and Landlord’s insurance, if any, shall be in excess thereto.

(ii) During any period of construction by Tenant on the Premises, builder’s risk insurance insuring perils covered by the loss-special form (all risk, extended coverage) shall be purchased for the value of the alteration and/or additions made to the Premises when the work is not insured under the Tenant’s property insurance policy. Each builder’s risk policy shall name Landlord and any first Mortgagee as additional insureds and loss payees as their interests may appear.

(b) The policies required to be maintained by Tenant shall be with companies having (i) an insurance company claims paying rating equal to or greater than A- by Standard & Poor’s Corporation or A2 by Moody’s Investment Service, or (ii) a general policy rating of A or better and a financial class of X or better by A.M. Best Company, Inc. Insurers shall be licensed to do business in the State of Texas and domiciled in the USA. Certif


 
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