LEASE AGREEMENT

Exhibit 10.12

LEASE AGREEMENT

          This Lease Agreement (“ Lease ”) is entered into as of June 22, 2007 (the “ Effective Date ”), by and between Parkway Properties LP, a Delaware limited partnership (“ Landlord ”), and US Dataworks, Inc., a Delaware corporation (“ Tenant ”). In consideration of the mutual covenants set forth herein, Landlord and Tenant agree as follows:

           1 . Terms and Definitions . The following definitions and terms apply to this Lease (other words are defined elsewhere in the text of this Lease):

	(a)		“ Tenant’s Current Address ”: 5301 Hollister Road, Suite 250, Houston, Texas 77040.
	(b)		“ Premises ”: Suite 500 on the Fifth (5th) floor in the Sugar Creek Center Office building (the “ Building ”) located on land with an address of One Sugar Creek Center Blvd., Sugar Land, Texas, 77478 (the “ Land ”)
	(c) (d)		“ Rentable Area of Premises ”: 18,790 rentable square feet (“ RSF ”). “ Rentable Area of Building ”: 192,111 RSF.
	(e)		“ Pro-rata Share ”: Tenant’s pro-rata share is nine point five two percent (9.78%), which is determined by dividing the Rentable Area of Premises by the Rentable Area of Building.
	(f)		“ Term ”: a period of Sixty (60) months beginning on the Commencement Date and expiring at 6 o’clock PM local time on the Expiration Date..
	(g)		“ Commencement Date ”: Subject to and upon the terms and conditions set forth herein, the Commencement Date of this Lease shall be August 1, 2007.
	(h)		“ Expiration Date ”: 6 o’clock PM local time on the last day of the full sixty (60) month of the Term.
	(i)		“ Base Rent ”: amount of monthly installments payable by Tenant according to the provisions hereof:

Period
														# of								Monthly
From						To				RSF				Months				$/PRSF				Amount				Annual Amount
	08/01/07						07/31/08				18,790				12			$	18.00			$	28,185.00			$	338,220.00
	08/01/08						07/31/09				18,790				12			$	18.50			$	28,967.92			$	347,615.00
	08/01/09						07/31/10				18,790				12			$	18.50			$	28,967.92			$	347,615.00
	08/01/10						07/31/11				18,790				12			$	18.75			$	29,359.38			$	352,312.50
	08/01/11						07/31/12				18,790				12			$	19.00			$	29,750.83			$	357,010.00

	(j)		“ Base Year ”: Calendar year 2007.
	(k)		“ Initial Improvements ”: Landlord shall tender, and Tenant shall accept, possession of the Premises in an “as-is” condition, with all faults, and without warranty, express, implied or statutory, including implied warranties of habitability, suitability, condition, and fitness for a particular purpose, all of which are hereby disclaimed. Any and all costs associated with any physical changes shall comply with this Lease Document.
	(l)		“ Security Deposit ”: Tenant shall deliver to Landlord simultaneously with the execution of this Lease Agreement, certified funds totaling $29,750.83.00 or a Letter of Credit issued by a national bank in Houston, Texas in a form reasonably acceptable by Landlord, in the amount of $29,750.83, to remain on deposit during the entire lease term.
	(m)		“ Guarantor ”: N/A.
	(n)		“ Parking Spaces ”: Landlord will provide up to Seventy-five (75) parking spaces for Tenant use. Tenant may use up to eight (8) spaces for reserved parking. Parking spaces are based on the following charges: unreserved spaces are $35.00 per space per month and reserved spaces are $70.00 per space per month. All parking charges shall be subject to applicable taxes. Landlord shall abate unreserved parking charges for the first sixty (60) months of the lease Term and parking charges for up to eight (8) reserved spaces shall be abated for the initial twelve (12) months of the lease Term.
	(o)		“ Tenant’s Broker ” is: Jackson and Cooksey, Ltd., ATTN: John Beach, 3050 Post Oak Blvd., Suite 230, Houston, Texas, 77056.
	(p)		“ Landlord’s Broker ” is: Moody Rambin Interests and Parkway Realty Services, LLC, which is an affiliate of Landlord.

	(q)		“ Laws ” shall mean any and all laws, ordinances, rules, regulations and building and other codes of any governmental or quasi-governmental entity or authority (“ Governmental Authority ”) applicable to the subject matter hereof, including, without limitation, all Laws relating to disabilities, health, safety or the environment.
	(r)		“ Project ”: shall mean the Building, Land, any areas designated by Landlord from time to time for the common use of all tenants and occupants of the Building (“ Common Areas ”), including, but not limited to, parking facility for the Building designated by Landlord from time to time (the “ Parking Facility ”), walkways, greenspace, plaza and common areas, and related equipment, fixtures and improvements.
	(s)		“ Building Standard ”: The quantity and quality of materials, finishes and workmanship from time to time specified by Landlord for use throughout the Building. “ Above Standard ” means all improvements, fixtures, materials, finishes and workmanship which exceed Building Standard in terms of quantity or quality (or both), including but not limited to Supplemental HVAC Equipment, defined below; water heaters, instant hot faucets, garbage disposals, dishwashers, stoves, microwaves, refrigerators, ice machines, coffee machines, washing machines, dryers or other appliances; and sinks, sink fixtures, sink drain lines, appliance drain lines, water source plumbing, ground fault interrupters, dedicated outlets or other similar plumbing and/or electrical fixtures or items.
	(t)		“ Building Systems ”: The mechanical, electrical, plumbing, sanitary, sprinkler, heating, ventilation and air conditioning (“ HVAC ”), security, life-safety, elevator and other service systems or facilities of the Building up to the point of connection of localized distribution to the Premises.

           2 . Premises . Subject to and in accordance with the provisions hereof, Landlord leases to Tenant and Tenant leases from Landlord the Premises as designated on Exhibit A . The Rentable Area of the Premises and Building for all purposes shall be as set forth in Section 1(c) and 1(d), respectively, subject to adjustment as provided below. The Rentable Area of the Premises includes a pro-rata portion of all Common Areas. Tenant agrees that, except as expressly stated herein and in the Work Letter, if any, attached to this Lease, no representations or warranties relating to the condition of the Project or the Premises and no promises to alter, repair or improve the Premises have been made by Landlord. Except as otherwise expressly provided in this Lease or any Work Letter attached hereto, Tenant agrees to accept the Premises in their current “ AS IS, WHERE IS ” condition and acknowledges that LANDLORD MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE PREMISES OR THE INITIAL IMPROVEMENTS . Upon Tenant’s taking possession for the purposes of conducting business, the Premises, including all Initial Improvements shall be deemed accepted by Tenant. Tenant shall also have the non-exclusive right, subject to the terms hereof, to use the Common Areas of the Project. Tenant acknowledges that the Project is or may become an integrated commercial real estate project including the Building, the Land and other buildings, Common Areas and land. Landlord reserves the right, in its sole discretion, at any time and from time to time, to include the Building within a project and/or to expand and/or reduce the amount of Land and/or improvements of which the Building, the Common Areas, or Project consists; to alter, relocate, reconfigure and/or reduce the Common Areas, as long as the Premises and the Parking Spaces remain reasonably accessible; and to temporarily suspend access to portions of the Common Areas, if Landlord determines, in its sole discretion, that such suspension is necessary to perform its repair or maintenance obligations under this or any other agreement or to comply with any applicable Laws, as long as the Premises and the Parking Spaces remain reasonably accessible. The Rentable Area of the Premises will not be adjusted as a result of variations resulting from initial construction of the Initial Improvements (as defined in the Work Letter). If the Rentable Area of the Premises or Building changes for any reason, any Rent calculations based on Rentable Area will be adjusted accordingly effective as of Tenant’s receipt of written notice from Landlord of the adjustment and the reason therefor. Tenant may object to errors in the adjustment by Landlord only if Tenant notifies Landlord in writing within thirty (30) days thereafter of the specific errors made by Landlord. Pending resolution of any such objections by Tenant, Rent must be paid as adjusted by Landlord based on the change in Rentable Area; and on resolution of Tenant’s objections, an appropriate reduction or increase (without interest or penalty) will be made in the next Monthly Rent Installment due. The Building’s Common Area includes the non-rentable Common Areas on each floor, excluding elements of the building that penetrate through the floor to areas below, and an off-floor factor (areas not of this floor but common to the building, i.e. central plant, mail room, 1 ^st floor lobby.

           3 . Authorized Use . Tenant shall use the Premises solely for general business office purposes, consistent with the uses of office buildings, and for no other purpose.

           4 . Term . This Lease shall constitute a legally binding and enforceable agreement between Landlord and Tenant as of the Effective Date. The Term of this Lease is stated in Section 1(f); provided, however, that the Commencement Date may be adjusted as provided in the Work Letter. Landlord and Tenant shall confirm the Commencement Date and Expiration Date in writing within thirty (30) days after the actual Commencement Date pursuant to the form acknowledgement attached as Exhibit E .

           5 . Rental Payment . Commencing on the Commencement Date, Tenant agrees to pay Rent (defined below) in monthly installments on or before the first day of each calendar month during the Term, in lawful money of the United States of America to the following address or to such other address as Landlord may designate from time to time in writing: Parkway Properties LP,

Comerica Bank Building, P.O. Box 676453, Dallas, TX 75267-6453 ; provided, however, that the first full monthly installment of Base Rent due after the Abatement Period shall be paid in advance on the date of Tenant’s execution of this Lease and shall be applied to the first full monthly installment of Base Rent due hereunder after the expiration of the Abatement Period. Tenant agrees to timely pay all Base Rent and additional rent and all other sums of money which become due and payable by Tenant to Landlord hereunder (collectively “ Rent ”), without abatement, demand, offset, deduction or counterclaim, except as otherwise expressly permitted hereunder. If Tenant fails to pay part or all of the Rent within five (5) days after it is due on more than three (3) occasions during the Term, any subsequent occasions, Tenant shall also pay (i) interest at the Default Rate, defined below, on the unpaid Rent, plus (ii) a late charge equal to five percent (5%) of the unpaid Rent or the maximum then allowed by law, whichever is less. If the Term does not begin on the first day or end on the last day of a calendar month, the installment of Rent for that partial month shall be prorated.

           6 . Rent . Tenant shall pay to Landlord as the base rent for the Premises (the “ Base Rent ”) the amount set forth in Section 1, subject to adjustment as hereinafter provided. Nothing contained herein shall be construed at any time so as to reduce the Base Rent payable hereunder below the amount set forth above. Base Rent shall be adjusted in accordance with the following provisions (any such adjustment hereinafter the “ Base Rent Adjustment ”). Base Rent includes a component attributable to Operating Expenses (defined below) for the Base Year as specified in Section 1 (“ Base Operating Expenses ”). Prior to January 1 of each year in the Term, Landlord shall provide Tenant with an estimate of Operating Expenses for the next calendar year in the Term (each, an “ Operating Period ”). If Operating Expenses during any Operating Period, as estimated in good faith by Landlord, exceed Base Operating Expenses, Tenant shall pay Base Rent for such Operating Period equal to the Base Rent set forth above adjusted upward by an amount equal to the product of (i) the difference between Operating Expenses for such Operating Period and the Base Operating Expenses, multiplied by (ii) the Pro-rata Share. Annual increases in Actual Operating Expenses (except increases in “Uncontrollable Expenses” as hereinafter defined) payable by Tenant shall not exceed six percent (6%) on a cumulative basis compounded annually. Uncontrollable Expenses, as said term is used herein, shall be deemed to be utilities (including electricity), insurance, and real estate taxes.

           7 . Operating Expenses. (a) Definition of Operating Expenses . “ Operating Expenses ,” as used herein, shall mean all expenses, costs and disbursements of every kind and nature relating to or incurred or paid during any Operating Period in connection with the ownership, operation, repair and maintenance of the Project, including, but not limited to, wages and salaries of all employees directly engaged in the operation, maintenance or security of the Project, including taxes, insurance and benefits relating thereto; the cost of all labor, supplies, equipment, materials and tools used in the operation and maintenance of the Project; management fees; the cost of all legal and accounting expenses incurred in connection with the management and operation of the Project; the cost of all utilities for the Project, including, but not limited to, the cost of HVAC, water, sewer, waste disposal, gas, and electricity; the cost of all maintenance and leases for the Project, including but not limited to, security service, window cleaning, elevator maintenance and janitorial service; the cost of all insurance relating to the Project, including, but not limited to, the cost of fire and extended coverage, rental loss or abatement and casualty and liability insurance applicable to the Project and Landlord’s personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith; Taxes (defined below); the cost of all license and permit fees; the cost of repairs, refurbishing, restoration and general maintenance; a reasonable amortization charge on account of any capital expenditure incurred in an effort (i) to comply with any Laws (other than Laws that were in effect on the Commencement Date), or (ii) to reduce the Operating Expenses of the Project; and, all other items constituting operating and maintenance costs in connection with the Project according to generally accepted accounting principles. Except as specifically provided in the immediately preceding sentence, Operating Expenses shall not include the following: (i) depreciation, (ii) leasing commissions, (iii) repairs and restorations paid, or that should have been paid, for by the proceeds of any insurance policy required to be maintained by Landlord hereunder, (iv) construction of improvements of a capital nature, (v) income and franchise taxes other than that portion, if any, of income and franchise taxes which may hereafter be assessed and paid in lieu of or as a substitute in whole or in part for Taxes, (vi) costs of utilities directly charged to and reimbursed by Tenant or other tenants, (vii) Landlord’s costs and expenses incurred in connection with any financing of the Project or any ground lease payments, (viii) any cost or expense reimbursed under a guarantee or warranty;(ix) costs of a capital nature (except as expressly permitted above), (x) any fees and expenses for attorneys and other professionals that are not directly related to the Project (e.g. collection expenses, eviction efforts and lease negotiations), (xi) any cost or expense related to the leasing or promotion of leasable space in the Project, (xii) any cost or expense incurred in connection with the correction or replacement of any construction defect in the Project, or any repairs or maintenance to remedy poor or substandard workmanship or materials, (xiii) any alterations, modifications, deletions or additions to the Project that are required by Laws in effect and as interpreted on the Commencement Date, (xiv) any cost or expense incurred in connection with compliance of the Project with any Laws in effect on the Commencement Date, (xv) any penalties, fines, costs or expenses incurred because of any violation by Landlord or Landlord’s employees, agents, contractors or attorneys of Laws, (xvi) any cost or expense incurred to benefit directly any single tenant, or (xvii) any reserves for future expenses, repairs or maintenance. “ Taxes ” means all ad valorem taxes, personal property taxes, and all other taxes, assessments, and all other similar charges, if any, which are levied, assessed, or imposed upon or become due and payable in connection with, or a lien upon, the Project or any portion thereof or facilities used in connection therewith, and all taxes of whatsoever nature that are imposed in substitution for or in lieu

of any of the taxes, assessments, or other charges included in this definition of Taxes (it being understood and agreed there shall be included all such taxes imposed pursuant to Texas House Bill 3 signed by the Governor of the State of Texas on May 19, 2006, and all subsequent legislation and regulations related thereto, to the extent imposed on Landlord’s revenues derived from the Project, so long as either the actual amount paid or required to be paid with respect to, or a good faith estimate for, such taxes are included in the Operating Expenses for the Base Year, regardless of whether such taxes are actually paid by Landlord); but excluding, however, taxes and assessments attributable to the personal property of tenants and paid by such tenants as a separate charge and any inheritance, estate, succession, margin, transfer, gross receipts, franchise, corporation, partnership, net income or profit tax or capital levy imposed upon Landlord and not otherwise expressly addressed herein. If a rental tax, gross receipts tax or sales tax on Rent is imposed on Landlord by any Governmental Authority, such taxes shall be included in the Operating Expenses so long as either the actual amount paid or required to be paid with respect to, or a good faith estimate for, such taxes are included in the Operating Expenses for the Base Year, regardless of whether such taxes are actually paid by Landlord. If less than ninety-five percent (95%) of the Rentable Area of the Building is actually occupied during any Operating Period, Operating Expenses shall be the amount that such Operating Expenses would have been for such Operating Period had ninety-five (95%) of the Rentable Area of the Building been occupied during all such Operating Period, as determined by Landlord.

Operating Expenses shall not include the following (1) Tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or file any tax or informational returns when due; (2) Costs arising from Landlord’s charitable or political contributions; (3) Costs of any “tap fees” or any utility service or “hook-up” fees for the benefit of any particular tenant in the Building; (4) Depreciation of the Building except as provided herein (5)Loan principal or interest payments and any cost incurred in respect of any mortgage or other financing of the Project or any portion thereof; (6) Costs of alterations of tenant’s premises; (7) Leasing or financing commissions; (8) Advertising costs (9) Legal fees and other costs incurred for negotiation of leases or enforcement of leases; (10) Capital improvement or replacement of capital items except as otherwise permitted hereunder; (11) Any bad debt loss, rent loss, or reserves for bad debts or rent loss; (12) Costs of utilities directly charged to and reimbursed by Tenant or other tenants.

          (b) Base Rent Adjustment . Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent Adjustment (“ Expense Statement ”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Base Rent Adjustment. If such statement shows that the actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within fifteen (15) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed Tenant shall receive a credit therefor, or if this Lease has expired, such amount shall refunded to Tenant. Any credit shall be applied to future monthly payments attributable to the Base Rent Adjustment. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of this Lease, the Operating Expenses and Base Rent Adjustment set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses for the Operating Period in which such expiration or termination date occurs and the Base Rent Adjustment that will be due from Tenant for such Operating Period, which estimated Base Rent Adjustment shall be prorated to reflect the portion of such Operating Period that is contained within the Term of the Lease (the “ Final Estimated Base Rent Adjustment ”). In the event that Landlord elects to deliver such Final Estimated Base Rent Adjustment to Tenant, then (i) Tenant shall pay the prorated Base Rent Adjustment reflected in the Final Estimated Base Rent Adjustment within fifteen (15) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Base Rent Adjustment for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional Base Rent Adjustment if the actual Operating Expenses for such Operating Period are greater than those reflected in the Final Estimated Base Rent Adjustment, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses for such Operating Period be less than those reflected in the Final Estimated Base Rent Adjustment. In the event that Landlord elects not to provide Tenant with a Final Estimated Base Rent Adjustment, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Base Rent Adjustment shown in such Expense Statement shall be due from Tenant to Landlord within fifteen (15) days after Tenant’s receipt of such statement.

          (c) Tenant’s Audit . Tenant shall have the right to have Landlord’s books and records pertaining to Operating Expenses for each Operating Period reviewed, copied (provided Landlord is reimbursed for the cost of such copies) and audited (“ Tenant’s Audit ”), provided that: (a) such right shall not be exercised more than once during any calendar year; (b) if Tenant elects to conduct Tenant’s Audit, Tenant shall provide Landlord with written notice thereof (“ Tenant’s Audit Notice ”) no later than thirty (30) days following Tenant’s receipt of the Expense Statement for the year to which Tenant’s Audit will apply; (c) Tenant shall have no right to conduct Tenant’s Audit if an uncured Default by Tenant exists either at the time of Landlord’s receipt of Tenant’s Audit Notice or at any time during Tenant’s Audit; (d) no subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (e) conducting Tenant’s Audit

shall not relieve Tenant from the obligation to timely pay Base Rent or the Base Rent Adjustment, pending the outcome of such audit; (f) Tenant’s right to conduct such audit for any calendar year shall expire thirty (30) days following Tenant’s receipt of the Expense Statement for such year, and if Landlord has not received Tenant’s Audit Notice within such thirty (30) day period, Tenant shall have waived its right to conduct Tenant’s Audit for such calendar year; provided, however, that with respect to any audit of Operating Expenses for the Base Year, Tenant’s right to conduct an audit for such year shall expire the earlier of sixty (60) days following Tenant’s receipt of the Expense Statement for the Base Year or sixty (60) days following Tenant’s receipt of the first Expense Statement forwarded by Landlord to Tenant for any Operating Period during the Term; (g) Tenant’s Audit shall be conducted by a Certified Public Accountant whose compensation is not contingent upon the results of Tenant’s Audit or the amount of any refund received by Tenant, and who is not employed by or otherwise affiliated with Tenant, except to the extent that such accountant has been engaged by Tenant to conduct Tenant’s Audit; (h) Tenant’s Audit shall be conducted at Landlord’s office where the records of the year in question are maintained by Landlord, during Landlord’s normal business hours; (i) Tenant’s Audit shall be completed within thirty (30) days after the date of Tenant’s Audit Notice, and a complete copy of the results thereof shall be delivered to Landlord within sixty (60) days after the date of Tenant’s Audit Notice; and (j) Tenant’s Audit shall be conducted at Tenant’s sole cost and expense. If Tenant’s Audit is completed and submitted to Landlord in accordance with the requirements of this Section and such audit incontrovertibly demonstrates that Landlord has overstated the Operating Expenses for the year audited by more than five percent (5%), Landlord shall reimburse Tenant for any overpayment of Tenant’s Proportionate Share of such increases in Operating Expenses, as well as Tenant’s actual, reasonable cost incurred in conducting Tenant’s Audit (not to exceed $2,500.00), within thirty (30) days after Landlord’s receipt of documentation reasonably acceptable to Landlord reflecting the amount of such overpayment and the cost of Tenant’s Audit.

          (d) Confidentiality . Tenant hereby agrees to keep the results of Tenant’s Audit confidential and to require the auditor conducting Tenant’s Audit, including its employees and each of their respective attorneys and advisors, to keep the results of Tenant’s Audit in strictest confidence. In particular, but without limitation, Tenant agrees that: (a) Tenant shall not disclose the results of Tenant’s Audit to any past, current or prospective tenant of the Building; and (b) Tenant shall require that its auditors, attorneys and anyone associated with such parties shall not disclose the results of Tenant’s Audit to any past, current or prospective tenant of the Building; provided, however, that Landlord hereby agrees that nothing in items (a) or (b) of this subparagraph shall preclude Tenant from disclosing the results of Tenant’s Audit in any judicial or quasi-judicial proceeding, or pursuant to court order or discovery request, or to any current or prospective assignee or subtenant of Tenant, or to any agent, representative or employee of Landlord who or which request the same. If required by Landlord, Tenant shall execute Landlord’s then-current confidentiality agreement reflecting the terms of this Section as a condition precedent to Tenant’s right to conduct Tenant’s Audit.

           8 . Security Deposit . Upon execution of this Lease, Tenant shall deposit the amount of the Security Deposit or deliver the Letter of Credit, as indicated in Section 1 with Landlord to secure Tenant’s performance under this Lease. In the event of an uncured Default, defined below, hereunder then Landlord may, without prejudice to Landlord’s other remedies, apply part or all of the Security Deposit to cure such Default. If Landlord so uses part or all of the Security Deposit, then Tenant shall within ten (10) days after written demand, provide Landlord with a replacement Security Deposit in an amount sufficient to restore the Security Deposit or replacement Letter of Credit to its original amount. Any part of the Security Deposit not used by the Landlord as permitted by this Lease shall be returned to Tenant after the Expiration Date. If Landlord sells the Building then the Landlord and Tenant shall transfer the Security Deposit to the new owner and Landlord shall be relieved of any liability for the Security Deposit. Tenant shall not be entitled to any interest on the Security Deposit, and Landlord may commingle the Security Deposit with other monies of Landlord.

           9 . Initial Improvements . The construction of any Improvements to the Premises shall be undertaken in accordance with the terms and conditions of this Lease and if applicable, the terms set forth in the Work Letter attached hereto and incorporated herein (as Exhibit “D”) , and the construction of the Improvements shall be governed by the terms of such Work Letter. Other than the Improvement Allowance, if any, specified in the Work Letter applicable to this transaction, Tenant shall be responsible for the entire cost of the Initial Improvements. In no event shall Landlord be obligated to expend more than the Improvement Allowance.

           10 . Maintenance and Repair . Landlord shall only be required to make such improvements, repairs or replacements as may be necessary for normal maintenance of the Building Systems serving the Premises, the exterior (including the roof) and the structural portions of the Building and Common Areas. Subject to the terms of Section 7, the maintenance and repairs to be performed by Landlord hereunder shall be at Landlord’s expense, unless the need for such maintenance or repairs was caused by the negligence or willful misconduct of Tenant, its employees, agents, contractors or invitees, in which event Tenant shall reimburse Landlord for the cost of such maintenance or repairs, plus a construction oversight fee for Landlord in an amount equal to ten percent (10%) of the cost and expense of such maintenance or repairs; such fee shall not apply to the Initial Improvements. Except to the extent that Landlord is obligated to restore and repair the Premises pursuant to Section 23, Tenant, at its sole cost, shall maintain and repair the Premises and otherwise keep the Premises in good order and repair. Any repair or maintenance by Tenant shall be undertaken in accordance with the provisions and requirements of Section 16. Landlord is not responsible for replacing and/or repairing Tenant’s fixtures or Above Standard improvements, or fixtures. Except as expressly provided in this

Lease, Tenant shall accept the Premises including any existing appliances and Above Standard fixtures in their “ AS IS, WHERE IS ” condition as of the Effective Date. Landlord hereby assigns to Tenant for the Term all manufacturers’ and other warranties applicable to Premises and the equipment and systems therein (but only to the extent Tenant is obligated for the maintenance and repair of the same) and shall cause the contractor for the Initial Improvements to assign any such warranties with respect to the Initial Improvements to Tenant. If any such warranties are not assignable to or enforceable by Tenant, then Landlord shall enforce such warranties upon request and for the benefit of Tenant.

           11 . Services . Landlord shall furnish Tenant during Tenant’s occupancy of the Premises the following services: (i) Cleaning and Janitorial Services (defined in Exhibit B ), (ii) hot and cold domestic water at those points of supply provided for general office use of tenants in the Building, (iii) electricity for normal, Building Standard office uses subject to Section 12, (iv) elevator service at the times and frequency reasonably required for normal business use of the Premises, (v) lamp and ballast replacement for Building Standard light fixtures, (vi) HVAC service between 7:00 o’clock a.m. and 6:00 o’clock p.m. on Monday through Friday and between 8:00 o’clock a.m. and 1:00 o’clock p.m. on Saturday (“ Building Standard Hours ”), except on New Year’s Day, Memorial Day, July 4, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by a majority of the tenants of the Building (“ Holidays ”). If any Holiday falls on a weekend, the Building may observe the Holiday on the preceding Friday or the succeeding Monday. Tenant may periodically request, and Landlord shall furnish HVAC service on days and at times other than those referred to in clause (vi) above provided Tenant requests such service in accordance with the Project Rules, defined below, then in effect, and agrees to reimburse Landlord for this service at the then existing rate being charged in the Building. If Tenant utilizes services provided by Landlord hereunder in either quantity and/or quality exceeding the quantity and/or quantity customarily utilized by normal office uses of comparable premises in the Building, then Landlord may separately meter or otherwise monitor Tenant’s use of such services, and charge Tenant a reasonable amount for such excess usage; such amount shall constitute additional Rent due hereunder within thirty (30) days of Tenant’s receipt of Landlord’s statement for such excess. Landlord shall not be liable for any damages directly or indirectly resulting from, nor shall any Rent be abated by reason of, the installation, use or interruption of use of any equipment in connection with furnishing any of the foregoing services, or failure to furnish or delay in furnishing any such service when such failure or delay is caused by accident or any occurrence or condition beyond the reasonable control of Landlord. The failure to furnish any such services shall not be construed as an eviction of Tenant or relieve Tenant from any of its obligations under this Lease unless such failure substantially handicaps or impedes the normal use of the Premises by Tenant and unless within a reasonable time after Landlord’s receipt of written notice from Tenant setting forth a description of the services not so furnished, Landlord fails to commence curing any such failure or thereafter fails to continue the curing thereof with appropriate diligence under the circumstances until cured.

           12 . Electrical Usage . Landlord shall supply sufficient electrical capacity to a panel box located in the core of each floor for lighting and for Tenant’s office equipment to the extent that the total demand load at 100% capacity of such lighting and equipment does not exceed six (6) watts per RSF in the Premises (“ Electrical Design Load ”). If Tenant utilizes any portion of the Premises on a regular basis beyond Building Standard Hours or in any manner in excess of the Electrical Design Load, Landlord shall have the right to separately meter such space and charge Tenant for all excess usage; additionally, Landlord shall have the right, at Tenant’s expense, to separately meter any Above Standard fixture(s) in the Premises, such as water heaters and vending machines, and to charge Tenant for the electricity consumed by such fixture(s). If separate metering is not practical, Landlord may reasonably estimate such excess usage and charge Tenant a reasonable hourly rate. Tenant shall pay to Landlord the cost of all electricity consumed in excess of six (6) watts per RSF in the Premises for the number of hours in the Building Standard Hours for the relevant period, plus any actual accounting expenses incurred by Landlord in connection with the metering or calculation thereof. Tenant shall pay the cost of installing, maintaining, repairing and replacing all such meters.

           13 . Communication Lines . Subject to Building design limits and its existing, or then existing, capacity, Tenant may install, maintain, replace, remove or use communications or computer wires and cables which service the Premises (“ Lines ”), provided: (a) Tenant shall obtain Landlord’s prior written consent, and shall use contractors approved in writing by Landlord, (b) all such Lines shall be plenum rated and neatly bundled, labeled and attached to beams and not to suspended ceiling grids, (c) any such installation, maintenance, replacement, removal or use shall comply with all Laws applicable thereto, including, but not limited to the National Electric Code, and shall not interfere with any then existing Lines at the Building, and (d) Tenant shall pay all costs and expenses in connection therewith. Landlord reserves the right to require Tenant to remove any Lines located in or serving the Premises which violate this Lease or represent a dangerous or potentially dangerous condition, within three (3) business days after written notice. Landlord reserves the right to require that Tenant remove any Lines upon termination or expiration of this Lease or to permit such Lines to remain and become the Property of Landlord without payment of any type. Under no circumstances shall any Line problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant’s obligations under this Lease.

           14 . Prohibited Use . Tenant shall not do or permit anything to be done within the Project nor bring, keep or permit anything to be brought or kept therein, which is prohibited by any Laws now in force or hereafter enacted or promulgated, or which is prohibited by any insurance policy or which may increase the existing rate or otherwise affect any insurance which

Landlord carries on the Project. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants, or injure or annoy them or use or allow the Premises to be used for any unlawful or objectionable purpose. Tenant shall not commit or suffer to be committed any waste to, in or about the Premises or Project.

           15 . Legal Requirements; Project Rules . Tenant shall comply with, and shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and its directors, officers, partners, members, shareholders, employees and agents harmless from any and all obligations, claims, administrative proceedings, judgments, damages, fines, penalties, costs, and liabilities, including reasonable attorneys’ fees (collectively, “ Costs ”) incurred by Landlord as a result of the failure by Tenant, its employees, agents or contractors to comply with all Laws relating to the use, condition or occupancy of the Premises now or hereafter enacted. Tenant shall cause its employees, agents and contractors to comply with, and shall use reasonable efforts to cause its invitees to comply with, all Laws applicable to Project. Tenant shall not cause or permit the use, generation, storage, release or disposal in or about the Premises or the Project of any substances, materials or wastes subject to regulation under any Laws from time to time in effect concerning flammable, explosive, hazardous, petroleum, toxic or radioactive materials, unless Tenant shall have received Landlord’s prior written consent, which consent Landlord may withhold or revoke at any time in its sole discretion. Notwithstanding the foregoing, Tenant shall not be in default under this Section if Tenant receives, stores, disposes or releases any substances that are technically hazardous materials but that are commonly found in office operations (e.g. copier toner, cleaning supplies, pest control chemicals), provided that (i) the quantities of such substances are normal and customary for Tenant’s operations and (ii) such materials are handled, stored, disposed and released in accordance with all applicable Laws. Tenant shall comply with, and cause its employees, agents and contractors to comply with, and shall use its reasonable efforts to cause its invitees to comply with, the rules and regulations of the Project adopted by Landlord from time to time for the safety, care and cleanliness of the Premises and the Project (“ Project Rules ”). In the event of any conflict between this Lease and the Project Rules, the provisions of this Lease shall control. Landlord shall not have any liability to Tenant for any failure of any other tenants to comply with the Project Rules. The Project Rules in effect as of the Effective Date are attached hereto as Exhibit C . In the event that any Governmental Authority, ordinance or other Law applicable to the Project requires either Landlord or Tenant to establish and implement a transportation management plan designed to reduce the number of single-occupancy vehicles being used by employees and other permitted occupants of the Building for commuting to and from the Building, then Tenant shall cooperate with Landlord in establishing and implementing such plan.

           16 . Alterations, Additions and Improvements . Tenant shall not permit, make or allow to be made any construction, alterations, physical additions or improvements in or to the Premises or placement of any signs in the Premises which are visible from outside the Premises (collectively, “ Tenant Work ”), without obtaining the prior written consent of Landlord which may be withheld in Landlord’s sole discretion. Notwithstanding the foregoing, Landlord will not unreasonably withhold its consent to Tenant Work that: (i) is non-structural and does not adversely affect any Building Systems or improvements, (ii) is not visible from the exterior of the Premises, (iii) does not affect the exterior of the Building or any Common Areas, (iv) does not violate any provision of this Lease, (v) does not violate any Laws, and (vi) will not interfere with the use and occupancy of any other portion of the Project by any other tenant or occupant of the Project. Tenant’s plans and specifications and all contractors, subcontractors, vendors, architects and engineers (collectively, “ Outside Contractors ”) shall be subject to Landlord’s prior written approval. If requested by Landlord, Tenant shall execute a work letter for any such Tenant Work substantially in the form then used by Landlord for construction performed by tenants of the Building. Tenant shall pay Landlord a construction oversight fee in an amount equal to ten percent (10%) of the cost and expense of any Tenant Work whether undertaken by Landlord or Tenant; provided, however, that such fee shall not apply to construction of any Initial Improvements. Landlord may hire outside consultants to review such documents and information furnished to Landlord, and Tenant shall reimburse Landlord for the cost thereof, including reasonable attorneys’ fees, upon demand. Neither review nor approval by Landlord of any plans or specifications shall constitute a representation or warranty by Landlord that such documents either (i) are complete or suitable for their intended purpose, or (ii) comply with applicable Laws, it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or any other person or entity for such completeness, suitability or compliance. Tenant shall furnish any documents and information reasonably requested by Landlord, including “as-built” drawings (both in paper and in electronic format acceptable to Landlord) after completion of such Tenant Work. Landlord may impose such conditions on Tenant Work as are reasonably appropriate, including without limitation, compliance with any construction rules adopted by Landlord from time to time, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such Tenant Work, insurance covering Landlord against liabilities which may arise out of such work, plans and specifications, and permits for such Tenant Work. Any and all Tenant Work shall become the property of Landlord upon completion and shall be surrendered to Landlord upon the termination or expiration of this Lease for any reason, unless Landlord shall require removal or restoration by Tenant. Tenant shall not allow any liens to be filed against the Premises or the Project in connection with any Tenant Work. If any liens are filed, Tenant shall cause the same to be released within five (5) business days after Tenant’s receipt of written notice of the filing of such lien by bonding or other method acceptable to Landlord. All Outside Contractors shall maintain insurance in amounts and types required by, and in compliance with, Section 20. ACORD 25 (or its equivalent) certificates of insurance evidencing such coverage shall be provided to Landlord prior to commencement of

any Tenant Work. All Outside Contractors shall perform all work in a good and workmanlike manner, in compliance with all Laws and all applicable Project Rules and Building construction rules. No Tenant Work shall be unreasonably disruptive to other tenants. Prior to final completion of any Tenant Work, Landlord shall prepare and submit to Tenant a punch list of items to be completed, and Tenant shall diligently complete all such punch list items.

           17 . Tenant’s Equipment . Except for personal computers, facsimile machines, copiers and other similar office equipment, Tenant shall not install within the Premises any fixtures, equipment or other improvements until the plans and location thereof have been approved by Landlord. The location, weight and supporting devices for any libraries, central filing areas, safes and other heavy equipment shall in all cases be approved by Landlord prior to initial installation or any relocation. Landlord may prohibit any article, equipment or any other item that may exceed the load capacity of the Building from being brought into the Building.

           18 . Taxes on Tenant’s Property . Tenant shall pay all ad valorem and similar taxes or assessments levied upon all equipment, fixtures, furniture and other property placed by Tenant in the Premises and all license and other fees or taxes imposed on Tenant’s business. If any improvements installed or placed in the Project by, or at the expense of, Tenant result in Landlord being required to pay higher Taxes with respect to the Project than would have been payable otherwise, Tenant shall pay to Landlord, within fifteen (15) days after demand, the amount by which such excess Taxes are reasonably attributable to Tenant.

           19 . Access . Landlord shall have the right to enter the Premises at all reasonable times in order to inspect the condition, show the Premises, determine if Tenant is performing its obligations hereunder, perform the services or make the repairs that Landlord is obligated or elects to perform hereunder, make repairs to adjoining space, cure any Defaults of Tenant hereunder that Landlord elects to cure, and remove from the Premises any improvements or property placed therein in violation of this Lease. Except in the case of an emergency or to perform routine services hereunder, Landlord shall use reasonable efforts to provide Tenant prior notice of such access.

           20 . Tenant’s Insurance . At all times after the execution of this Lease, Tenant will carry and maintain, at its expense with insurance companies reasonably acceptable to Landlord that are rated no less than A-, Class IV, by A.M. Best Company: (i) a commercial general liability insurance policy, including insurance against assumed or contractual liability under this Lease, for liability arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto, including any portion of the Common Areas used by Tenant, to afford protection with respect to bodily injury, death or property damage (including loss of use) of not less than One Million Dollars ($1,000,000) each occurrence/Two Million Dollars ($2,000,000) aggregate; (ii) an all-risks property and casualty insurance (special form building and personal property coverage) policy, including theft coverage, written at replacement cost value with replacement cost endorsements, covering all of the Tenant’s property; (iii) to the extent required by applicable Law, a worker’s compensation insurance policy with applicable statutory limits, (iv) automobile liability insurance with single limit coverage of at least $1,000,000 for all owned, leased/hired or non-owned vehicles, (v) an excess/umbrella liability policy “following form” of not less than Four Million Dollars ($4,000,000), including a “drop down” feature in case the limits of the primary policy are exhausted, and (vi) if Tenant will serve or sell alcohol at the Project, a liquor liability insurance policy with minimum coverage of One Million Dollars ($1,000,000). Landlord may also require all Outside Contractors to provide in addition to the insurance coverages referenced above such other insurance in amounts and types and with such companies as may be reasonably requested by Landlord, including, without limitation, construction all risk/builder’s risks (including loss of revenue) insurance, professional errors and omissions liability insurance, and insurance covering such contractor’s equipment and tools. Each insurance policy required to be maintained hereunder by Tenant shall include an “Additional Insured Endorsement” in favor of Parkway Properties, Inc., its subsidiaries and affiliated companies, as well as the employees, officers, directors and agents of such companies and any other designees of Landlord and shall be primary. An ACORD 25 certificate of such insurance in a form reasonably satisfactory to Landlord, or certified copies of the policies, shall be furnished to Landlord on or before the earlier of the Commencement Date or ten (10) days after execution of the Lease, reflecting the limits and endorsements required herein, and renewal ACORD 25 certificates or certified copies of renewal policies shall be delivered to Landlord at least ten (10) days prior to the expiration date of any policy. Each policy shall require notice of nonrenewal to Landlord and shall further provide that it may not be altered or canceled without thirty (30) days prior notice to Landlord. Landlord agrees to cooperate with Tenant to the extent reasonably requested by Tenant to enable Tenant to obtain such insurance. Landlord shall have the right to require increased limits if, in Landlord’s reasonable judgment, such increase is necessary.

           21 . Landlord’s Insurance . Landlord shall maintain, during the Term of this Lease, (i) a commercial general liability insurance policy of not less than One Million Dollars ($1,000,000) each occurrence/Two Million Dollars ($2,000,000) aggregate, and (ii) an all-risk property and casualty insurance policy, including theft coverage, written at full replacement cost value and with replacement cost endorsement, covering the Project, including the Building and the Initial Improvements, and all personal property, fixtures and improvements therein belonging to Landlord, and (iii) an excess liability policy “following form” of not less

than Four Million Dollars ($4,000,000), including a “drop down” feature in case the limits of the primary policy are exhausted. Landlord shall not be obligated to insure any property of Tenant.

           22. Waiver of Subrogation; Mutual Waiver of Liability . All policies of property insurance required to be carried by either party hereunder shall include a waiver by the insurer of all right of subrogation against the other party in connection with any loss or damage thereby insured against. Any additional premium for such waiver shall be paid by the primary insured. To the full extent permitted by law, Landlord and Tenant each waive all rights of recovery against the other (and any officers, directors, partners, employees, agents and representatives of the other), and agree to release the other from liability, for loss or damage to the extent such loss or damage is covered by valid and collectible insurance in effect covering the party seeking recovery at the time of such loss or damage or would be covered by the insurance required to be maintained under this Lease by the party seeking recovery. If the release of either party, as set forth above, should contravene any law with respect to exculpatory agreements, the liability of the party in question shall be deemed not released but shall be secondary to the liability of the other’s insurer.

           23 . Casualty . If the Premises or the Project is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purpose as Tenant used the Premises prior thereto, and within forty-five (45) days after Landlord’s receipt of written notice from Tenant describing such damage or destruction Landlord provides notice to Tenant that the Premises cannot be repaired or rebuilt to the condition which existed immediately prior to such destruction or casualty within two hundred seventy (270) days following the date of such destruction or casualty, then Landlord or Tenant may by written notice to the other within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of the negligence or willful misconduct of Tenant or its employees, agents, contractors or invitees, the Rent shall be abated for the period and proportionately to the extent that after such damage or destruction Tenant is not able to use the portion of the Premises damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto. If this Lease is not terminated pursuant to the foregoing, Landlord shall commence such restoration or replacement of the damaged or destroyed portions of the Premises or Project, and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referred to above, if applicable, and except that the Term shall be extended by a length of time equal to the period beginning on the date of such damage or destruction and ending upon completion of such restoration or replacement. Landlord shall commence such restoration or replacement of the damaged or destroyed portions of the Premises or Project within sixty (60) days after the occurrence of such fire or other casualty, and Landlord shall complete the same as soon as possible thereafter (but in no event later than two hundred seventy (270) days from the date of the commencement of such restoration and replacement), Landlord diligently pursuing such restoration or replacement to completion, subject to Force Majeure Events. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate on the date which is thirty (30) days following the date of the notice of termination. Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or other personal property. Notwithstanding anything in this Section to the contrary, Landlord shall have no obligation to repair or restore the Premises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term.

           24 . Condemnation . If more than fifty (50%) of the Premises or if a substantial portion of the Building is taken by the power of eminent domain, then either Landlord or Tenant shall have the right to terminate this Lease by written notice to the other within thirty (30) days after the date of taking; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or Building taken shall be of such extent and nature as to substantially impair Tenant’s use of the Premises or the balance of the Premises remaining and Landlord is unwilling or unable to provide reasonable replacement space within the Project. In the event of any taking, Landlord shall be entitled to any and all compensation and awards with respect thereto, except for an award, if any, specified by the condemning authority for any claim made by Tenant for Tenant’s moving and relocation expenses or for the loss of Tenant’s fixtures, leasehold improvements installed at Tenant’s expense and other property that Tenant has the right to remove upon termination of this Lease. Tenant shall have no claim against Landlord for the value of any unexpired portion of the Term. In the event of a partial taking of the Premises which does not result in a termination of this Lease, Landlord shall make all necessary repairs or alterations to the remaining Premises required to make the remaining portions of the Premises an architectural whole within one hundred eighty (180) days from the date on which physical possession is taken by the condemning authority the Rent shall be equitably reduced as to the square footage so taken.

           25 . Waiver of Claims . Except for the willful misconduct or gross negligence of Landlord, its employees, agents or contractors, Landlord shall not be liable to Tenant for damage to person or property caused by defects in the HVAC, electrical, plumbing, elevator or other apparatus or systems, or by water discharged from sprinkler systems, if any, in the Building, nor shall Landlord be liable to Tenant for the theft or loss of any property of Tenant whether from the Premises or any part of the Building or Project, including the loss of trade secrets or other confidential information. Landlord agrees to make commercially reasonable efforts to protect Tenant from interference or disturbance by third persons, including other tenants; however, Landlord shall not be liable for any such interference, disturbance or breach, whether caused by another tenant or tenants or by Landlord or any other person, nor shall Tenant be relieved from any obligation under this Lease because of such interference, disturbance or breach.

Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions without creating any liability of Landlord to Tenant under this Lease, provided that the Premises are not thereby rendered untenantable. In no event shall Landlord or its directors, officers, shareholders, partners, members, employees, or agents be liable in any manner for incidental, consequential or punitive damages, loss of profits, or business interruption. The waivers in this Section shall survive the expiration or earlier termination of this Lease.

           26 . Indemnity . Except for claims, rights of recovery and causes of action covered by the waiver of subrogation contained herein or waived in Section 25, Landlord shall indemnify and hold harmless Tenant and its agents, directors, officers, shareholders, partners, members, employees and invitees, from all claims, losses, costs, damages, or expenses (including reasonable attorneys’ fees) in connection with any injury to , including death of, any person or damage to any property arising, wholly or in part, out of any action, omission, or neglect of Landlord or its directors, officers, shareholders, members, partners, employees, agents, invitees, or guests, or any parties contracting with such party relating to the Project. If Tenant shall without fault on its part, be made a party to any action commenced by or against Landlord, Landlord shall protect and hold Tenant harmless and shall pay all costs, expenses, including reasonable attorneys’ fees in connection therewith.

          Except for claims, rights of recovery and causes of action covered by the waiver of subrogation in Section 22, Tenant shall indemnify and hold harmless Landlord and its agents, directors, officers, shareholders, partners, members, employees and invitees, from all claims, losses, costs, damages, or expenses (including reasonable attorneys’ fees) in connection with any injury to , including death of, any person or damage to any property arising, wholly or in part, out of any action, omission, or neglect of Tenant or its Outside Contractors, directors, officers, shareholders, members, partners, employees, agents, invitees, or guests, or any parties contracting with such party relating to the Project. If Landlord shall without fault on its part, be made a party to any action commenced by or against Tenant, Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses, including reasonable attorneys’ fees in connection therewith.

          Landlord’s and Tenant’s obligations under this Section shall not be limited by the amount or types of insurance maintained or required to be maintained under this Lease. The obligations under this Section shall survive the expiration or earlier termination of this Lease.

           27 . Non-Waiver . No consent or waiver, express or implied, by Landlord to any breach by Tenant of any of its obligations under this Lease shall be construed as or constitute a consent or waiver to any other breach. Neither the acceptance by Landlord of any Rent or other payment, whether or not any Default by Tenant is then known to Landlord, nor any custom or practice followed in connection with this Lease shall constitute a waiver of any of Tenant’s obligations under this Lease. Failure by Landlord to complain of any act or omission by other or to declare that a Default has occurred, irrespective of how long such failure may continue, shall not be deemed to be a waiver by Landlord, of any of its rights hereunder. Time is of the essence with respect to the performance of every obligation in which time of performance is a factor. No payment by Tenant or receipt by Landlord of an amount less than the Rent due shall be deemed to be other than a partial payment of the Rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to its right to recover the balance of such Rent or pursue any other right or remedy. Except for the e