ASSIGNMENT AND ASSUMPTIONS OF LEASES

Exhibit 10.7

ASSIGNMENT AND ASSUMPTION OF LEASES

      THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”) is made as of February 28, 2008 (the “ Effective Date ”), by and between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (“ Assignor ”), and QUEST RESOURCE CORPORATION, a Nevada corporation (“ Assignee ”).

     A. Assignor, as the successor-in-interest to Ricks Exploration, Inc. (“ Ricks ”), holds a leasehold interest pursuant to that certain Lease Agreement dated April 8, 1998, between Teachers Insurance and Annuity Association of America, as landlord, and Ricks, as tenant, as amended by that certain Amendment No. One to Lease Agreement dated as of September 25, 1998 and Amendment No. Two to Lease Agreement dated as of March 15, 2001, (as amended, the “ Lease ”), in certain premises consisting of 18,684 square feet of space located on the 30 ^th floor of the Oklahoma Tower, 210 Park Avenue, Oklahoma City, Oklahoma (the “ Leased Premises ”), as more particularly described in the Lease which is attached hereto as Exhibit A and made a part hereof.

     B. Assignor is also the successor-in-interest to Ricks in that certain Sublease Agreement dated March 14, 2003, between Ricks, as sublandlord, and 3100 City Place, L.L.C., as subtenant, as amended by that certain Sublease Amendment #1 dated April 8, 2004 (as amended, the “ City Place Sublease” ), which is attached hereto as Exhibit B and made a part hereof.

      C. Assignor is also the successor-in-interest to Ricks in that certain Sublease Agreement dated July 9, 2004, between Ricks, as sublandlord, and Crusader Energy Corporation, as subtenant (as amended, the “ Crusader Sublease ”), which is attached hereto as Exhibit C and made a part hereof. Collectively, the City Place Sublease and Crusader Sublease are hereinafter referred to as the “ Subleases .”

     D. Assignor desires to sell, assign, transfer and convey to Assignee, and Assignee desires to obtain, all of Assignor’s interest as (i) tenant in and to the Lease and (ii) sublandlord in and to the Subleases.

NOW, THEREFORE, in consideration of the Premises and the covenants hereinafter contained, the parties hereto do covenant and agree as follows:

     1. This Assignment is conditioned on and subject to the consent of Oklahoma Tower Realty Investors, L.L.C., as successor in interest to Teachers Insurance and Annuity Association of America (“ Landlord ”) to this Assignment, which shall be evidenced by that certain Consent to Assignment executed by Landlord.

     2. Assignor does hereby assign to Assignee the Lease for the remainder of its Term, commencing February 1, 2008 and ending on July 31, 2013, unless sooner terminated under the terms of the Lease.

     3. Assignor does hereby assign to Assignee the Subleases for the remaining term of the Subleases.

     4. Assignee covenants and agrees to assume and perform all of Assignor’s obligations under the Lease and Subleases (the “ Obligations ”) and agrees to comply with and be bound by all of the terms, provisions and conditions of the Lease and Subleases.

     5. Assignee shall make all payments of the Base Rent, Operating Cost Rent and Additional Rent, as required by the Lease, directly to Landlord. Additionally, Assignee shall make a monthly “ Premium Rent ” payment to Assignor of $1.00 per square foot per annum ($1,557.00 per month). Assignee may at any time elect, in its sole and absolute discretion, to make all Premium Rent payments in a lump sum.

     6. Assignee shall maintain the insurance required to be maintained by tenant in the Lease, provided, however, that all rights and benefits specified for Landlord pursuant to Section 8 of the Lease shall apply to and inure to the benefit of Landlord and Assignor Upon the execution of this Assignment, Assignee shall deliver to Landlord and Assignor a certificate of insurance evidencing the required insurance coverage.

     7. Assignor shall in no event be obligated to perform Landlord’s obligations under the Lease or to enforce the terms, covenants, obligations and conditions on the part of, or to be performed by, Landlord under the Lease.

     8. Assignee agrees to accept the Premises in “AS IS” condition. Assignee agrees that it has inspected the Premises and acknowledges that no representations, express or implied have been made to Assignee by Assignor, with respect to the condition of the Premises.

     9. In the event that Assignee fails to fulfill or perform any of the Obligations, or shall be adjudged bankrupt or insolvent or shall make an assignment for the benefit of creditors, or if a receiver or trustee of the Assignee’s property shall be appointed and not discharged within sixty (60) days, such occurrence shall be an event of default and Assignor shall have any and all rights and remedies available to it at law and equity, including the rights and remedies of Landlord described in the Lease.

     10. Assignee, by acceptance of this Assignment, hereby agrees to indemnify and save Assignor harmless against any and all claims, demands, or liabilities arising under the Obligations that accrue from and after the Effective Date. Assignor agrees to indemnify and save Assignee harmless from and against any and all claims, demands, or liabilities arising under the Obligations that accrued prior to the Effective Date.

     11. Each party represents to the other that no broker participated in the negotiations leading to this Assignment except Price Edwards & Company (the “ Broker ”). Assignor shall pay a commission to the Broker pursuant to a separate agreement. Each party agrees to indemnify

and hold the other party harmless from and against any claim or demand of any broker or agent who claims that he/she participated with that party in this transaction.

      IN WITNESS WHEREOF, the parties have hereto executed this Assignment on the date above written.

		ASSIGNOR: CHESAPEAKE ENERGY CORPORATION
		By:		/s/ Henry J. Hood
		Name:		Henry J. Hood
		Title:		Senior Vice President — Land & Legal and General Counsel
		ASSIGNEE: QUEST RESOURCES CORPORATION
		By:		/s/ Jerry Cash
		Name:		Jerry Cash
		Title:		CEO

EXHIBIT “A”

LEASE AGREEMENT

OKLAHOMA TOWER
OKLAHOMA CITY, OKLAHOMA

LANDLORD:		TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
TENANT:		RICKS EXPLORATION, INC.
PROJECT:		OKLAHOMA TOWER, OKLAHOMA CITY, OKLAHOMA

LEASE INDEX

						Page
		SCHEDULE					1
		1.		Premises			1
		2.		Project			1
		3.		Term			1
		4.		Base Rent			1
		5.		Base Year			1
		6.		Security Deposit			1
		7.		Advance Payment			1
		8.		Tenant’s Permitted Use			1
		9.		Landlord’s Address			1
		10.		Tenant’s Capacity and Address			1
		11.		Real Estate Brokers			1

1.		LEASING AGREEMENT			2
2.		RENT			2
3.		CONDITION, POSSESSION AND SURRENDER OF PREMISES			3
4.		PROJECT SERVICES			4
5.		ALTERATIONS AND REPAIRS			5
6.		USE OF PREMISES			6
7.		PROJECT RULES AND GOVERNMENTAL REGULATIONS			6
8.		CLAIMS; INSURANCE; LIABILITY			6
9.		FIRE AND OTHER CASUALTY			7
10.		RIGHTS RESERVED TO THE LANDLORD			8
11.		DEFAULT AND LANDLORD’S REMEDIES			9
12.		HOLDOVER			11
13.		SUBORDINATION			11
14.		ASSIGNMENT AND SUBLETTING			12
15.		SALE BY LANDLORD			13
16.		ESTOPPEL CERTIFICATE			13
17.		SECURITY DEPOSIT			13
18.		FORCE MAJEURE			13
19.       PERSONAL PROPERTY AND TENANT FIXTURES					13
20.		NOTICES			13
21.		QUIET POSSESSION			14
22.		REAL ESTATE BROKERS			14
23.		CONDEMNATION			14
24.		LIMITATION OF LIABILITY			14
25.		MISCELLANEOUS			14

EXHIBITS

Exhibit A:		Floor Plan of the Premises
Exhibit B:		Legal Description
Exhibit C:		Leasehold Improvements
Exhibit D:		Rules and Regulations
Exhibit E:		Additional Provisions (if applicable)

STANDARD OFFICE LEASE

     LEASE AGREEMENT (“Lease”) made as of April 8, 1998, between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (“Landlord”) and RICKS EXPLORATION, INC (“Tenant”).

SCHEDULE

     Each reference in this Lease to any of the terms set forth on the following Schedule (“Schedule”) shall be construed to incorporate the following:

     1.  Premises : The Premises consisting of approximately 15,516 rentable square feet as shown on Exhibit A, on the thirtieth (30th) floor of the building commonly known as the Oklahoma Tower, 210 Park Avenue, Oklahoma City, Oklahoma (the “Building”).

     2.  Project : The Project consisting of the land described in Exhibit B (the “Land”), together with the buildings, improvements and appurtenances now or hereafter located on or used in connection with the Land.

     3.  Term : The Term shall be one hundred eighty (180) months commencing on August 1, 1998 (the “Commencement Date”), and ending on July 31, 2013 (the “Termination Date”), subject to adjustment as provided in Section 3 of this Lease.

     4.  Base Rent : Base Rent shall be determined at an annual rate per rentable square foot in the Premises and payable in monthly installments as follows:

		Annual Rate				Monthly
Period		Per Square Foot				Installment
Months 1 - 24		$	9.00			$	11,637.00
Months 25 - 48		$	10.00			$	12,930.00
Months 49 - 96		$	12.25			$	15,839.25
Months 97 - 132		$	13.00			$	16,809.00
Months 133 - 156		$	15.00			$	19,395.00
Months 157 - 180		$	16.00			$	20,688.00

The first full calendar month beginning on or after the Commencement Date shall be deemed Month 1 for purposes of the above schedule; and the Base Rent for any initial partial calendar month shall be prorated daily based on the rate provided for Month 1 in the above schedule and paid in advance.

     5.  Base Year : The Base Year for Operating Costs pursuant to Section 2 shall be the calendar year 1998.

     6.  Security Deposit: None

     7.  Advance Payment: None. Tenant shall pay the first monthly installment of Base Rent due under this Lease on or before the Commencement Date.

     8.  Tenant’s Permitted Use : General office purposes consistent with a first-class office building only.

     9.  Landlord’s Address : Teachers insurance and Annuity Association of America, c/o Price Edwards & Company, 210 Park Avenue, Suite 1000, Oklahoma City. OK 73102, or such other address as Landlord may from time to time designate by notice to Tenant.

     10.  Tenant’s Capacity and Address : Tenant, a corporation under the laws of Oklahoma, has the following address for notices before the Commencement Date: 5600 North May Avenue, Suite 350, Oklahoma City, Oklahoma 73112, and the Premises for notices after the Commencement Date, or such other address as Tenant may from time to time designate by notice to Landlord.

     11.  Real Estate Brokers : Price Edwards & Company representing Landlord.

FOR VALUABLE CONSIDERATION, the parties agree as follows:

     1.  LEASING AGREEMENT . Landlord leases to Tenant, and Tenant leases from Landlord, the Premises as set forth on the Schedule. The Term shall begin on the Commencement Date and continue until the Termination Date as set forth on the Schedule, unless sooner terminated or extended under the terms of this Lease.

     Tenant and its agents, employees and invitees have the non-exclusive right with others designated by Landlord to use the common areas in the Project for their intended and normal purposes, subject to the terms and conditions of this Lease and to the rules and regulations for the Project as provided in Section 7. Common areas include elevators, sidewalks, unrestricted parking areas, driveways, hallways, stairways, public bathrooms, common entrances, lobbies and other areas designated by Landlord for common use. Landlord may change the common areas at any time, provided the changes do not materially and unreasonably interfere with Tenant’s access to or use of the Premises.

     2.  RENT .

     A Kinds . Tenant agrees to pay to Landlord, without setoff, deduction or demand, at Landlord’s Address as set forth on the Schedule, or to such other person or at such other place as Landlord designates by written notice to Tenant, in lawful money of the United Stales. the aggregate of the following, all of which are rent reserved under this Lease (collectively “Rent”):

(1)  Base Rent . in the amount set forth on the Schedule, shall be paid in monthly installments in advance on or before the first day of each month of the Term of this Lease.

(2)  Operating Cost Rent . in an amount equal to Tenant’s Proportionate Share of the amount, if any, by which the Operating Costs for any Operating Cost Year are greater than the Operating Costs for the Base Year set forth on the Schedule, shall be paid monthly in advance in an estimated amount, as adjusted and corrected by Landlord from time to time, as provided in Sections 2B and 2C.

(3)  Additional Rent . consisting of all of the sums, liabilities, obligations and other amounts (excepting Base Rent and Operating Cost Rent) which Tenant is required to pay or discharge pursuant to this Lease (including, without limitation, any amounts which this Lease provides shall be Tenant’s cost or expense), together with any late charge or interest, all as hereafter provided.

     B.  Payment of Operating Cost Rent .

     (1)  Payment of Estimated Operation Cost Rent . Landlord shall estimate Tenant’s Operating Cost Rent for each Operating Cost Year. Such estimate may be revised by Landlord from time to time whenever it obtains information relevant to making such estimate more accurate. Within ten(10) days after notice from Landlord setting forth an estimate of Tenant’s Operating Cost Rent for a particular Operating Cost Year. Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of such estimate multiplied by the number of months during the Term that have elapsed in such Operating Cost Year to the date of such payment, minus payments of Operating Cost Rent previously paid for said period. Thereafter, Tenant shall pay monthly, on the first day of each month, one-twelfth (1/12th) of such estimated Operating Cost Rent until a new estimate is applicable.

     (2)  Correction of Operating Cost Rent . As soon as reasonably possible after the end of each Operating Cost Year Landlord shall deliver to Tenant a notice (the “Operating Cost Report”) setting forth (a) the actual Operating Costs for the preceding Operating Cost Year, (b) the amount of any Operating Cost Rent due to Landlord for such Operating Cost Year, and (c) the amount of any Operating Cost Rent paid by the Tenant for such Operating Cost Year. Within thirty (30) days after such report. Tenant shall pay to Landlord the amount of any additional Operating Cost Rent due for the preceding Operating Cost Year (or a prorated portion thereof if this Lease was not in effect for the entire Operating Cost Year). If Tenant’s payments of Operating Cost Rent exceed the amount due Landlord for the Operating Cost Year in question. Landlord shall promptly either refund any such amount to Tenant or apply any such amount as a credit against Tenant’s other obligations under this Lease. Unless Tenant takes written exception to any item/ ^*1 within thirty (30) days after the furnishing of the Operating Cost Report, such report shall be considered as final and accepted by Tenant.

     C.  Definitions

     (1)  Operating Costs . “Operating Costs” shall mean the sum of the Taxes and Expenses for the Project, determined in accordance with sound accounting and management practices as follows:

(a)  Taxes . “Taxes” shall mean all taxes, assessments and other governmental charges, general and special, ordinary and extraordinary, of any kind and nature whatsoever, including, without limitation, assessments for public improvements or benefits, imposed by any lawful authority upon the Project or payable by Landlord in connection with the ownership, leasing, renting, management, control or operation of the Project. Taxes shall include, without limitation, real estate taxes, personal property taxes, sewer rents, assessments (special or otherwise), transit taxes, ad valorem taxes, and any new or increased taxes, assessments or charges which are in place of or arise out of any changes in current Taxes. Taxes shall also include all reasonable fees and expenses incurred to contest, determine or reduce any Taxes; and if a refund is obtained, Landlord shall promptly either pay to Tenant or apply as a credit against Tenant’s other obligations under this Lease a portion of the refund based on the amount of Operating Cost Rent, if any, previously paid by Tenant attributable to increases in Taxes for the Operating Cost Year(s) to which the refund is applicable. Landlord shall have the exclusive right to contest, petition for review, or otherwise seek a reduction in Taxes. If at any time during the Term, a federal, state or local tax, excise or surcharge on rents or income or other tax however described (herein called “Rent Tax”) is levied or assessed on account of the rents hereunder or the interest of Landlord under this Lease, such Rent Tax shall be included in Taxes. Taxes shall not include any net

income/ ^*1 , capital stock succession transfer, franchise, gift, estate or inheritance taxes, unless the same shall be imposed in place of all or any portion of Taxes.

The Taxes for any given Operating Cost Year shall be the amount of Taxes payable during such Operating Cost Year, even though levied or assessed for a different fiscal year, provided, that in the case of special assessments which may be paid in installments, only the installment, plus any interest, payable during the Operating Cost Year shall be included in Taxes. Tenant shall be solely responsible for any taxes on its personal property and trade fixtures used in connection with the Premises.

(b) Expenses . “Expenses” shall mean all expenses, costs and disbursements (and taxes thereon, if any) of every kind and nature, paid or incurred by or on behalf of Landlord in connection with the ownership, management, maintenance, operation and repair of all or any part of the Project (adjusted for vacancy as provided below). Expenses shall not include (1) costs of alterations of tenant premises: (2) costs of capital improvements, except for a reasonable amortization plus interest expense for any capital improvements which are made to reduce Expenses, or for emergency, labor-saving, security or property protection equipment and systems, or to comply with all governmental laws, ordinances, regulations or orders applicable to the Project from time to time: (3) depreciation, except as permitted in the preceding Subsection: (4) interest and principal payments on mortgages. any rental payments on any ground or other underlying leases and other debt costs, if any: (5) real estate brokers leasing commissions: (6) any cost or expenditure for which Landlord is reimbursed whether by tenants insurance proceeds or otherwise (excluding Operating Cost Rent): and (7) Taxes.

If the Project is not Fully Occupied at any time during any Operating Cost Year Landlord may reasonably adjust the Operating Costs which vary with occupancy in the Project for such Operating Cost Year employing sound accounting and management principles. to the amount of Operating Costs that would have been incurred had the Project been Fully Occupied for the entire Operating Cost Year For purposes of the preceding sentence, “Fully Occupied” means the greater of actual occupancy or ninety-five percent (95%) occupancy of the Project. If during any Operating Cost Year a tenant performs any service (the cost of which would constitute an Operating Cost) in lieu of Landlord furnishing the service. Landlord may reasonably adjust the Operating Costs for such Operating Cost Year to the amount which would “have been incurred if Landlord had furnished such service.

     (2)  Operating Cost Year . “Operating Cost Year” shall mean each calendar year that includes any part of the Term.

     (3)  Tenant’s Proportionate Share . “Tenant’s Proportionate Share” shall mean the percentage obtained by dividing the number of rentable square feet in the Premises by the number of rentable square feet designated by Landlord for office occupancy in the Project, each as reasonably determined by Landlord./ ^*2

     D.  Rules of Interpretation and Computation of Base Rent and Rent Adjustments .

     (1) If the Term commences or terminates on other than the first or last day of a month, the Base Rent and Operating Cost Rent for such month shall be prorated based upon the number of days of the Term falling within such month and shall be paid in advance. If the Term of this Lease commences on any day other than the first day of an Operating Cost Year, or if the Term of this Lease ends on any day other than the last day of an Operating Cost Year any Operating Cost Rent due to Landlord with respect to such Operating Cost Year shall be prorated based on the number of days in the Term falling within such Operating Cost Year. Tenant’s covenants to pay Rent shall be independent of every other covenant set forth in this Lease. If Tenant is in default under this Lease, Tenant shall not be entitled to any refund otherwise due hereunder until all such defaults are cured.

     (2)  If Tenant fails to pay any Day Rent operating Cost Rent or Additional Rent within five (5) days from the date due. Tenant shall pay to Landlord a larc change in the amount of five percent (5%) of such sun to help defray Landlord’s additional administrative costs. In addition, any sum day from Tenant to Landlord not paid within five (5) days from the date due shall bear interest from the date due until the date paid at an amount rate equal to the lesser of (a)the highest lawful rate or (b) eighteen percent (18%) per annum: The payment of such late charge or interest shall no excuse or Tenant under this lease, or limit any right or remedy of Landlord / ^*3

     (3) If changes are made to the number of rentable square feet in the Premises or the number of rentable square feet designated by Landlord for office occupancy in the Project Tenant’s Proportionate Share shall be appropriately adjusted and the computations of rent shall be appropriately adjusted upon written notice to Tenant so as to take into account the different Tenant’s Proportionate Share figures applicable during each portion of the applicable Operating Cost Year.

     (4) Landlord shall, in its reasonable discretion and consistent with the provisions of this Lease, determine from time to time the method of computing Operating Costs, the allocation of Operating Costs among the various parts and types of space within the Project and the allocation of Operating Costs relating to more than one Operating Cost Year./ ^*4

     (5) No calculation, determination or payment of Operating Cost Rent as provided in this Section 2 shall reduce the Base Rent payable by Tenant under this Lease. Landlord’s and Tenant’s obligations under this Section 2 with regard to Operating Cost Rent shall survive the expiration or termination Of this Lease.

     3.  CONDITION, POSSESSION AND SURRENDER OF PREMISES .

     A. Landlord shall make the improvements to the Premises, if any as provided in Exhibit C Except as otherwise provided in

this Lease/* ¹ . Landlord is leasing [ILLEGIBLE] Premises to Tenant “as is,” without any representations or warranties of any kind (including without limitation, any express or implied warranties of fitness or habitability) and without any obligation on the part of the Landlord to alter remodel, improve, repair decorate or clean the Premises, the Project or any part thereof.

     B. If Landlord is unable to deliver possession of the Premises by the Commencement Date set forth on the Schedule because construction has not been substantially completed, or due to a holding over by a prior tenant, or for any other reason beyond Landlord’s control (except Tenant’s default hereunder or Tenant Delay as provided in Exhibit C). then: the Commencement Date and Tenant’s obligation for payment of Rent shall be postponed until the date on which Landlord delivers possession of the Premises; Landlord shall not be liable for any loss, damage or expense arising in any manner from any such delay; this Lease shall remain in effect during the period of any delay; the Term shall be automatically extended to include the same number of full calendar months set forth on the Schedule after the Commencement Date plus, if the Commencement Date is not the first day of a calendar month the partial month in which the Commencement Date occurs; and the Termination Date shall be the last day of the final calendar month of the Term as so extended.

     C. Except as otherwise provided in this Lease. Tenant’s taking possession of the Premises or any portion thereof shall be conclusive evidence that the Premises or such portion were then in good order repair and satisfactory condition/* ² . If Landlord permits Tenant to take possession of all or any part of the Premises prior to the Commencement Date, all of the terms of this Lease, except where clearly inappropriate, shall apply to and shall control such pre-term occupancy. Rent for such pre-term occupancy shall be paid before taking possession and on the First day of each calendar month thereafter at the rate set forth in Section 2A hereof, prorated on a per diem basis for any fractional month.

     D. During the Term of tins Lease. Tenant shall maintain the Premises in as good condition as when Tenant took possession (or as completed after possession, if applicable), except for ordinary wear and as otherwise provided in this Lease. At the expiration or termination of this Least. Tenant shall, subject to Sections 3E and 3F below return the Premises to Landlord broom clean and in good condition as described in the immediately preceding sentence

     E. Unless otherwise agreed in a writing signed by Landlord, all Work (as defined in Section 5A. including, without limitation, partitions, hardware, floor coverings, ceilings, wiring, telephone and communications or computer cabling light fixtures and other fixtures, but excluding trade fixtures, movable partitions and personal property belonging to Tenant) in or upon the Premises, whether installed by Landlord or Tenant, shall be surrendered with the Premises at the expiration or termination of this Lease or when Tenant’s right to possession otherwise terminates and shall become Landlord’s property without compensation to Tenant; provided that if Landlord so directs by written notice. Tenant shall promptly remove any Work installed in or upon the Premises by or for Tenant and designated in such notice and repair any damage to the Premises caused by such removal.

     F. Tenant shall also remove its trade fixtures and personal property from the Premises, and repair any damage caused by such removal prior to the end of the Term, or within ten (10) days following the early termination of this Lease or Tenant’s right of possession: and if Tenant does not so remove such property at landlord’s election: (1) Tenant shall be conclusively deemed to have conveyed the same to Landlord as by a bill of sale without further payment or credit by Landlord to Tenant, or (2) Tenant shall be conclusively deemed to have forever abandoned such property and without accepting title thereto, Landlord may at Tenant’s expense, remove, store, destroy or otherwise dispose of all or any part thereof in any manner that Landlord shall choose without incurring liability to Tenant or any other person, and Tenant shall pay to Landlord, upon demand, all reasonable expenses incurred in taking any of such actions. The failure of Tenant to remove all such property from the Premises and the Project shall forever bar Tenant from bringing any action or asserting any liability against Landlord with respect to any such property.

     G. Tenant’s obligations under this Section 3 shall survive the expiration or termination of this Lease.

     4.  PROJECT SERVICES .

     A.  Services . So long as Tenant is not in default hereunder Landlord shall furnish the following services to the Tenant without charge except for Rent and as otherwise specifically provided herein:

(1) Heat and air conditioning to provide a temperature required in Landlord’s reasonable judgment for comfortable occupancy of the Premises under normal business operations from 8:00 a.m. to 6:00 p.m. Monday through Friday and from 8:00 a.m. to 1:00 p.m. Saturdays, holidays excepted (“Operating Hours”).

(2) Non-exclusive passenger elevator service to the Premises at all times (provided Landlord may limit the elevators in operation during non-Operating Hours), and non-exclusive freight elevator service as scheduled by Landlord.

(3) Electricity from the public utility supplying the Project subject to the rules, regulations, and requirements of such public utility to provide sufficient power for normal lighting and small business office equipment (but not equipment using amounts of power disproportionate to that used by other tenants in the Project) during Operating Hours . If the installation of any Equipment or lighting requires additional electrical or air conditioning capacity above the Building standard system, then the additional installation, metering and operating costs shall be paid by Tenant to Landlord as Additional Rent. Landlord shall replace Building standard lamps, bulbs, ballasts or starters in the Premises as required by normal usage.

(4) Hot and cold municipal water at those points of supply provided for the general use of tenants in the Project.

(5) Janitorial and customary cleaning services nightly in the Premises, except Saturdays, Sundays and holidays; and window washing for exterior windows at intervals reasonably determined by Landlord.

     B.  Additional Services . Except as specifically provided in this Lease, Landlord shall not be obligated to furnish any additional services or to furnish services at other limes. If Landlord provides additional services at Tenant’s request. Tenant shall pay for such additional services at Landlord’s then prevailing rates as Additional Rent. If Landlord from time to time reasonably determines that the use of any utility or service in the Premises is disproportionate to the use of other tenants. Landlord may separately charge Tenant for the excess costs attributable to such disproportionate use and may install metering devices at Tenant’s expense, which amounts shall be due from Tenant as Additional Rent

     C.  Interruption of Service . Landlord dues not warrant that any service will be free from interruptions, failures or defects caused by labor controversies, accidents, inability to obtain utilities, fuel, steam, water or supplies, governmental regulations or other causes beyond the reasonable control of the Landlord of repairs, alterations, replacements or improvements to the Project or its systems. Landlord shall use reasonable diligence to remedy any interruption or failure of or defect in such services after notice from Tenant, but no such interruption or failure of or defect in any service shall be deemed an eviction or disturbance of Tenant’s use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for any loss expense or damage: by / ^*1 abatement of Rent or otherwise , or relieve Tenant from performance of Tenant’s obligations under this Lease.

     D. Keys and Locks . Landlord shall furnish Tenant with two (2) keys or access cards (“keys”) for each corridor door entering the Premises and any applicable access system for the Project and additional keys ordered by Tenant will be furnished by Landlord at Tenant’s expense. All such keys shall remain the property of Landlord provided, that Tenant shall be solely responsible for monitoring distribution and use of keys furnished to Tenant No additional locks shall be allowed on any door of the Premises without Landlord’s written consent. Upon termination of this Lease, Tenant shall surrender to Landlord all keys to any locks on doors entering or within the Premises or the Project and shell give to Landlord the combination for all locks for sales and vaults, if any left in the Premises.

     E.  Telephones/Wiring . Tenant shall at its expense install and maintain all telephone and communications wiring and equipment from the service access point in the Project to and within the Premises, and arrange directly with the telephone company and suppliers of its choice for all service and connections. The installation of all telephone, communications, computer security and other wiring and equipment shall be subject to Landlord’s prior written consent is provided in Section 5 of this Lease

     5.  ALTERATIONS AND REPAIRS .

     A. Tenant shall not make or permit any interior or exterior alterations, additions, improvements or changes, structural or otherwise, to the Premises or the Project, nor make any installations which may require any change to the heating, ventilating, air conditioning, electrical or plumbing systems of the Project (collectively “Work”) without obtaining the prior written consent of Landlord in each instance. As a condition to granting its consent. Landlord may impose reasonable requirements including without limitation requirements as to the manner and time for the performance of any Work, the type and amount of insurance, bonds and security for payment Tenant must provide the plans and specifications relating to the Work, the contractors performing the Work, the contracts and building permits relating to the Work, the activities being undertaken within the Project relating to the Work, and the removal of the Work, at the expiration or termination of this Lease. Landlord shall be reimbursed by Tenant for all reasonable costs incurred in connection with its review and supervision of the Work, in no event will such supervision or right to supervise by Landlord nor any approvals given by Landlord under this Lease constitute any warranty by Landlord to Tenant of the adequacy of the design workmanship or quality of any Work or materials for Tenant’s intended use or otherwise or impose any liability upon Landlord in connection with the performance of such Work. All Work shall be performed in a good and workmanlike manner and in full compliance with applicable laws, ordinances and regulations, and all insurance requirements.

     B. Tenant shall promptly pay all contractors and materialmen for the Work and furnish Landlord with sworn construction statements and lien waivers upon request of Landlord. Any mechanic’s lien filed against the Premises or the Project for Work or materials furnished or claimed to have been furnished in connection with the Work or to Tenant shall be released and discharged by Tenant, by bond or otherwise within ten (10) days after the filing of such lien at Tenant’s sole expense Tenant agrees to indemnify hold harmless and defend Landlord, its agents and employees the Premises, the Building and the Project from any loss, damage or expense, including reasonable attorney’s fees, arising out of any lien claim or other claim relating to any Work. Nothing contained in this Lease shall be construed as 3 consent by Landlord so as to subject the Landlord’s interest in the Premises to any lien or liability under applicable mechanic’s lien laws.

     C. Landlord shall maintain and repair the foundations exterior walls, structural portions, roof and common areas of the Project and the heating air conditioning ventilating, electrical, elevator and plumbing systems serving the Project (except improvements or fixtures in or primarily serving the Premise in good condition ordinary wear excepted: provided that: (I) Landlord’s obligations shall be subject to the provisions of this Lease concerning casualty loss and condemnation and the cost of such repairs shall be included in Operating Costs subject to the terms and conditions of Section 2; (2) Tenant shall promptly at its expense repair all damage to the Premises or the Project caused by Tenant or any of its employees, agents or invitees, by Tenant’s failure to comply with or perform any of Tenant’s obligations under this Lease, or by the installation operation or removal of Tenant’s improvements or fixtures; and (3) Landlord shall use reasonable diligence in carrying out its obligations under this Section but shall not be liable under any circumstances for any loss, expense or damage for any failure to do so, by / ^*2 abatement of Rent or otherwise , nor shall the same constitute an eviction of Tenant or relieve Tenant from performance of Tenant’s obligations under this Lease.

     D. Except for ordinary wear and as otherwise provided in this Lease. Tenant shall at its expense maintain and repair the Premises, all improvements and fixtures in or primarily serving the Premises, and all of Tenant’s trade fixtures and personal property at the Premises in good condition. If due to Tenant’s use of the Premises alterations or improvements to the Premises or the Project are necessary to comply with any present or future governmental laws, ordinances or regulations or requirements of insurance carriers. Tenant shall at its expense promptly perform such alterations or improvements in compliance with this Section 5. If Tenant fails to perform any obligation under this Section 5 then on not less than ten (10) days notice to Tenant (or immediately if an emergency). Landlord may enter the Premises and perform such obligations and Tenant shall pay Landlord upon demand the cost

thereof as Additional Rent.

     6.  USE OF PREMISES .

     A. The Premises shall be occupied and used by Tenant only for Tenant’s Permitted Use as set forth on the Schedule, and for no other purpose. Without limiting the generality of the foregoing, no use shall be made of the Premises nor acts done which are unlawful, unsafe, create a nuisance, unreasonably interfere with the operation of the Project, or which will increase the existing rate of insurance upon the Project or cause a cancellation of any insurance policy covering the Project or any part thereof or require additional insurance coverage. Tenant shall not permit to be kept, used or sold in or about the Premises any article which may be prohibited by Landlord’s insurance policies. If Tenant’s particular use of the Premises causes the rate of fire or other insurance on the Premises to be increased beyond the rate otherwise applicable to the Premises, Landlord shall have the option to require Tenant to cease such use or to reimburse Landlord for the amount of any such increase.

     B. Tenant shall not install, use, generate, store, release or dispose of any Hazardous Materials in or about the Premises or the Project, nor cause or permit Tenant Parties or others to do so, except immaterial quantities of ordinary janitorial and office products customarily used by tenants in office business operations so long as such products are properly used, stored and disposed of in accordance with all Environmental Laws and the highest prevailing industry standards. Tenant shall at its expense comply with all Environmental Laws affecting its use of the Premises and shall immediately give Landlord written notice of any communication from any governmental agency regarding the application of any Environmental Laws to the Premises or Tenant’s use of the Premises. Tenant shall indemnify defend and hold harmless Landlord and its officers, employees, agents and lenders from and against any loss, claim, damage or expense including without limitation all testing enforcement, cleanup and remedial costs and reasonable attorney’s fees, arising by reason of the presence in or about the Premises or the Project of any Hazardous Materials as a result of or in connection with any act at omission of Tenant or Tenant Parties or the breach of this Lease or any Environmental Laws by Tenant or Tenant Parties. regardless of whether Landlord has approved the activity. As used herein “Hazardous Materials” means any hazardous substance, hazardous material, hazardous waste, pollutant, toxic material or contaminant defined or regulated under any Environmental Laws (including without limitation, petroleum, asbestos, PCBs and any substance or material which may be hazardous to human health safety or the environment): “Environmental Laws” means all present or future federal state and local laws, statutes, ordinances, regulations, rules, guidelines, orders, decisions, decrees, or other requirements of any governmental agency or authority pertaining to the regulation or protection of human health safety or the environment; and “Tenant Parties” means Tenant’s principals, officers, agents, employees, contractors, invitees, subtenants or assignees. Tenant’s obligations under this Section 6B shall survive the expiration or termination of this Lease.

     7. PROJECT RULES AND GOVERNMENTAL REGULATIONS . Tenant shall at its expense comply with all applicable governmental laws ordinances and regulations concerning its use of the Premises. Tenant shall also Comply with all reasonable rules and regulations adopted from time to time by Landlord pertaining to the operation and management of the Project. If any rules and regulations are contrary to the terms of this Lease the terms of this Lease shall prevail. The present rules are contained in Exhibit D. The violation of the Project rules or the laws or regulations governing Tenant’s use of the Premises shall be a default under this Lease allowing Landlord all remedies for default set forth under Section 11 of this Lease. Landlord shall not be responsible to Tenant for violation of the rules or regulations or the terms of this Lease or any other lease in the Project by another tenant nor shall failure to obey the same by others relieve Tenant from its obligations to comply therewith.

     8.  CLAIMS: INSURANCE: LIABILITY .

     A. To the fullest extent permitted by law Tenant waives all claims it may have against Landlord its officers, directors, agents or employees for damage to person or property sustained by Tenant or by any occupant of the Premises or the Project or any other person, occurring in or about the Premises or the Project resulting from the Premises or the Project or any part of said Premises or Project becoming out of repair or resulting from any existing or future condition, defect, matter or thing in the Premises the Project or any part of it or from equipment or apportenances therein or from the action of the elements or from any security or lack thereof, or any criminal or intentional misconduct of third parties or any accident within or adjacent to the Premises or Project or resulting directly or indirectly from any act or omission of Landlord or any occupant of the Premises or Project or any other person while on the Premises or the Project. This Section 8A ‘shall include without limitation damage caused by water, snow, frost, steam, excessive or inadequate heat or cooling, sewers, gas, odors or noise, the bursting or leaking of pipes or plumbing fixtures, broken glass, sprinkling or air conditioning devices or equipment, or flooding. All property on the Project or in the Premises belonging to the Tenant, its agents, employees, contractors or invitees or to any occupant of the Premises shall be at the risk of the Tenant or such other person only, and Landlord shall not be liable for damage thereto or theft, misappropriation or loss thereof. Notwithstanding anything contained in this Section 8A to the contrary no agreement of Tenant in this Section 8A shall be deemed to exempt Landlord from liability for injury to persons or damage to property caused by or resulting from the gross negligence or willful misconduct of Landlord, its agents or employees in the operation or maintenance of the Premises or the Project or to any extent prohibited by law.

     B. Landlord and Tenant each hereby waive all claims of recovery from the other party for loss or damage to any of its property to the extent the loss or damage is covered by valid and collectable fire and extended coverage insurance policies or would be covered by the insurance required under Section 8C(2). and each party agrees to have its insurance policies endorsed to provide for a waiver of subrogation by the insurance carrier, if necessary to prevent the invalidation of such insurance coverage.

     C. At all times during the Term of this Lease, Tenant shall at its expense maintain in effect insurance protecting Tenant and Landlord and their respective agents and employees, and any other parties designated by Landlord from time to time, with terms, coverages and in companies at all times reasonably satisfactory to Landlord and with such increases in limits as Landlord may from

     time to time, request. / ^*1 Initially, such coverage shall be in the following amounts:

(1) Commercial general liability insurance (including coverage for bodily injury, broad form property damage, personal injury, broad form contractual liability applying to this Lease, independent contractors, and products and completed operations) with limits of not less than One Million Dollars ($1,000,000) combined single limit per occurrence for Bodily Injury. Death and Property Damage, and umbrella coverage of not less than Three Million Dollars ($3,000,000), naming Landlord, any Mortgagees or Lessors (as hereafter defined) and its management company as additional insureds.

(2) Insurance against “All Risks” of physical loss for the full replacement cost of all tenant improvements and Work, if any, made by Tenant or at Tenant’s expense, and all equipment, furniture, trade fixtures, merchandise and other items of Tenant’s property on the Premises.

     D. Tenant shall, prior to the commencement of the Term hereof and prior to the expiration of any policy, furnish Landlord certificates evidencing that all required insurance is in force and providing that such insurance may not be canceled or changed without at least thirty (30) days’ prior written notice to Landlord and Tenant (unless such cancellation is due to nonpayment of premiums, in which event ten (10) days’ prior written notice shall be provided).

     E. / ^*2 Except to the extent caused by the gross negligence or willful misconduct of Landlord. Tenant hereby agrees to indemnity defend and hold harmless Landlord and its officers, directors, agents and employees against any claims or liability for damage to person or property (or for loss or misappropriation of property) occurring in or about the Premises, arising from Tenant’s occupancy of the Premises, from any breach or default on the part of Tenant during the Term of this Lease or from any / ^*3 act or omission of Tenant or of any employee agent, invitee or contractor of Tenant, and from any costs relating thereto (including, without limitation, reasonable attorneys’ fees)/ ^*4 Tenant’s obligations under this Section 8E shall survive the termination or expiration of this Lease.

     9.  FIRE AND OTHER CASUALTY .

     A. In the event that (1) the Premises are made substantially untenantable by fire or other casualty and Landlord shall decide not to restore or repair the same, or (2) the Building or the Project is so damaged by fire or other casualty that Landlord shall decide to demolish or not rebuild the Building, then, in either of such events, either Landlord or Tenant shall have the right to terminate this Lease by notice to the other within ninety (90) days after the date of such fire or other casualty.

     B. If the Premises of the Building are made untenantable by fire or other casualty, and this Lease is not terminated pursuant to Sections 9A or 9C, Landlord shall, to-the extent permitted by any mortgages or ground leases with respect to the Project, immediately take such action as is necessary to make applicable insurance proceeds available and to use the same to reconstruct, repair and restore the Building and the Premises, subject to zoning laws and building codes then in effect, and including only tenant improvements constructed in Landlord’s expense, or, if any portion of the Premises has been leased on an “as is” basis, including only improvements similar to those located in such portion of the Premises on the Commencement Date or the date on which such portion was added to the Premises, if later than the Commencement Date (herein, the improvements Landlord is required to make are called the “Required Improvements”). At Landlord’s option, Tenant may be permittec or required to devote the proceeds of its insurance described in Section 8C(2)/ ^*5 ic cause restoration of tenant improvements and the Premises over arid above the Required Improvements, and pay for the same to Landlord or through Landlord as if newly done pursuant to Section 5 of this Lease. In the event a fire of other casualty occurs and both Landlord and Tenant are insured, it is agreed that the coverage of the Landlord shall be primary and that Landlord’s recovery in no event shall be reduced by any insurance recovery to Tenant. In no event shall Landlord have any liability to Tenant by reason of any damage to or interference with the Premises, the Project, or Tenant’s business, improvements or property arising from fire or other casualty, however caused, or any resulting repairs

     C. Notwithstanding anything in this Section 9 to the contrary if all or any portion of the Premises shall be made untenantable by fire or other casualty. Landlord shall with reasonable promptness, cause an architect selected by Landlord to estimate the amount of time required to substantially complete repair and restoration of the Premises and make the Premises tenantable again, using standard working methods. If the estimate indicates that the Premises cannot be made Tenantable / ^*6 within twelve (12) months from the date five of casulty occured, either party shall have the right to terminate this Lease by giving to the other notice of such election within with ten (10) days after its receipt of the architect’s certificate. If the estimate of the architect indicates that the Premises can be made tenantable within such twelve (12) months / ^*7 and neither party terminates this Lease pursuant to Section 9A, or if neither party terminates this Lease pursuant to this Section 9C. Landlord shall proceed with reasonable promptness to repair and restore the Premises pursuant to Section 9B, provided that if the estimate of the architect indicates that the Premises can be made tenantable within such twelve (12) months / ^*7 and if Landlord does not repair and restore that Premises within such twelve (12) months period / ^*7 , which period shall be extended to the extent of any Reconstruction Delays, then Tenant may terminate this Lease upon fifteen (15) days prior written notice to Landlord (except that if the Premises are repaired and restored before the date specified in Tenant’s notice, this Lease shall not terminate and shall continue in effect). For purposes of this Lease, the term “Reconstruction Delays” shall mean: (1) any delays caused by the insurance adjustment process. (2) any delays caused by Tenant, and (3) any delays caused by events beyond Landlord’s reasonable control.

     D In the event that this Lease as terminated pursuant to Section 9A or Section 9C above. Base Rent and Operating Cost Rent shall be apportioned on a per diem basis and paid to the date of the fire or other casualty. In the event that such fire or casualty renders all or any portion of the Premises untenantable and this Lease is not terminated pursuant to Section 9A or Section 9C, then subject to the last sentence of this Section 9D, the Base Rent and Operating Cost Rent provided for in this Lease shall abate on a per diem basis during the period of repair and restoration until the Premises are tenantable again, and the abatement shall be in an amount bearing the same ratio to the total amount of such Rent due for such period as the untenantable portion of the Premises from time to time bears to the entire Premises. Any provision hereof notwithstanding. Tenant’s Rent shall not abate if The/= ^*1 negligence of Tenant, or its agents or employees, was the cause of the fire or other casualty

     10.  RIGHTS RESERVED TO THE LANDLORD . /= ^*2 Landlord reserves the following rights, exercisable without notice to Tenant except as otherwise expressly provided herein, and without liability to Tenant for damage or injury to property, person or business (all such claims being hereby released, except to the extent they are caused by Landlord’s gross negligence or willful misconduct), and without effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for offsets, or abatements of Rent or affecting any of Tenant’s obligations under this Lease

     A.  Name : To change the Project’s name or street address.

     B.  Signs : To install, affix and maintain any and all signs on the exterior and interior of the Building and to prescribe the location and style of all signs visible from the exterior of the Building or from within its lobbies or common corridors.

     C.  Windows/Design : To designate and approve, prior to installation, all types of window shades, blinds, drapes, awnings, window ventilators and other similar equipment: to control all the internal lighting that may be visible from the exterior of the Building: and to approve the design, arrangement, style, color and general appearance of any portion of the Premises (including, without limitation, furniture, fixtures, art work, wall coverings, carpet and decorations) which is visible from the common areas or from the exterior of the Building, and all changes or additions thereto.

     D.  Service Contracts : To designate all sources furnishing sign painting and lettering, ice and drinking water, towels, toilet supplies, beverages, food service, or other services on the Premises, provided that the rates for such services as are designated by Landlord are reasonably competitive with rates charged therefor in the Oklahoma City metropolitan area. No vending or dispensing machines of any kind shall be placed in or about the Premises without the prior written consent of Landlord.

     E.  Keys : To retain at all times, and to use for purposes authorized in this Lease, passkeys to the Premises and keys to all locks for doors within and into the Premises.

     F.  Access for Repairs Etc . Upon reasonable prior notice to Tenant (except in an emergency), to have access to the Premises to perform its duties and obligations under this Lease and to inspect the Premises, make repairs, alterations, additions or improvements, whether structural or otherwise, in and about the Premises, the Project or any part thereof as set forth in various Sections of this Lease including, without limitation. Section 5 and Section 10M.

     G.  Occupancy . To decorate, remodel, repair, alter or otherwise prepare the Premises for reoccupancy at any time after Tenant vacates or abandons the Premises. Such nets of Landlord shall not relieve Tenant of its obligation to pay Rent to the Termination Date.

     H. Rights to Conduct Businesses : To grant to anyone the exclusive right to conduct any business or render any service in the Project provided such exclusive right shall not operate to exclude Tenant’s Permitted Use as set forth on the Schedule.

     I.  Heavy Equipment : To approve the weight, size or location of safes and other heavy equipment and articles in and about the Premises and the Project and to require all such items and furniture to be moved into and out of the Building or anywhere else in the Project and the Premises only at such times and in such manner as Landlord shall direct in writing. Movement of Tenant’s property into or out of the Project and within the Project is entirely at the risk and responsibility of Tenant.

     J.  Show Premises : To show the Premises to prospective tenants or brokers during the last twelve (12) months of the Term of this Lease or of any extension thereof or to show the Premises to prospective purchasers at all reasonable times, provided prior reasonable notice is given to Tenant in each case and Tenant’s use and occupancy of the Premises shall not materially be inconvenienced by any such action of Landlord.

     K.  Close Project : To restrict access to the Project during such hours as Landlord shall from time to time reasonably determine and on holidays, subject, however, to Tenant’s right to admittance at all times under such regulations as Landlord may prescribe from time to time which may include, by way of example but not of limitation, that persons entering or leaving the Project identify themselves to a security guard by registration or otherwise and that said persons establish their right to enter or leave the Project. In case of an emergency, Landlord may restrict or prevent access to the Project, or otherwise take such actions as deemed necessary by Landlord for the safety of tenants or other occupants of the Building or the protection of the Project.

      L. Substitution of Space . At any time hereafter. Landlord may relocation or part of Premises to another area in the Project (here in referred to as the new premises upon thirty (30) days prior written notice, provided, that (1) the new premises shall be substantially similar to the Premises in area and suitable for the use which Tenant had made of the old Premises ,(2) if the Premises are being improved pursuant to the provisions of Exhibit C, Landlord will pay the costs of improving the new premises so they are substantially similar to the old Premises, and (3) Landlord shall pay all of Tenant’s reasonable moving costs. Tenant shall cooperate with Landlord in all reasonable ways to facilitate the move to the new premises including, by way of example but not of limitation, designating locations to move furniture and equipment, superrising moving of files or fragile equipment, designating location of telephone outset and listing color of paint and of flooring desired in the new premises. If Landlord excreises its right under this

Section, the new premises shall thereafter be deemed for all purposes of this Lease as the Premises.

     M Repairs and Alterations: At any time Landlord may make repairs, alterations, additions, decorations or improvements, structural or otherwise, in or to the Project or any part thereof, including the Premises, and perform any acts required or permitted hereunder, or related to the safety, protection, preservation or improvement of the Project or the Premises, and during such operations Landlord shall have the right to take into and through the Premises or any part of the Project all material and equipment required and to close and temporarily suspend operation of entrances, doors, corridors, elevators and other facilities, and to have access to and open all ceilings, without liability to Tenant by reason of interference, inconvenience, annoyance or loss of business: provided, that Landlord shall not interfere with Tenant’s use of the Premises any more than is reasonably necessary under the circumstances. Landlord shall do any such work during ordinary business hours, and Tenant shall pay Landlord for overtime and for any other expenses incurred if such work is done during other hours at Tenant’s request. Landlord may do or permit any work to be done upon or along, and any use of, any adjacent or nearby building, land, street, alley or way

     N Lock Box Agent: Landlord may from time to time designate a bank or other lock box agent for the collection of amounts due Landlord. The date of any payment to such agent shall be the date of such agent’s receipt of the payment (subject to actual collection of any check): provided, that for purposes of this Lease, no such payment or collection shall be deemed “accepted” by Landlord if Landlord mails a check in such amount to Tenant at the address set forth on the Schedule within a reasonable period after such receipt or collection. The mailing of such payment to Tenant shall be deemed to be a rejection of Tenant’s tender of such payment for all purposes as of the date of the lock box agent’s receipt or collection of such payment, without thereby waiving any default or any right or remedy of Landlord.

      O.  Other Rights . All other rights accruing to Landlord by operation of law or reserved specifically or by inference by the Landlord pursuant to the provisions of this Lease.

     11.  DEFAULT AND LANDLORD’S REMEDIES.

     A.  Defaults. The occurrence of any of the following shall constitute a default hereunder:

     (1) If Tenant defaults in the payment of Rent (whether Base Rent, Operating Cost Rent or Additional Rent) or any other sum required to be paid by this Lease; provided, that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default unless such default continues for a period of five (5) days after / ^*1 the due date:

     (2) If Tenant defaults in the prompt and full performance or observance of any of Tenant’s obligations or agreements as provided in this Lease (except those specified in Subsections (1). (3). and (4) of this Section 11 A) or in any other agreement between Landlord and Tenant, provided. that Landlord shall not be entitled to exercise its remedies set forth herein or at law or in equity with respect to such default, (a) if such default is cured within ten (10) days after written notice to Tenant (or immediately upon written notice if the default involves a hazardous condition), or (b) with respect to a non-hazardous default which is curable but cannot reasonably be cured within ten (10) days, if Tenant immediately commences to cure and diligently proceeds to complete the cure of such default within a reasonable time period which shall in no event extend beyond thirty (30) days after written notice to Tenant:

     (3) If Tenant abandons or vacates the Premises during the Term; or

     (4) If the leasehold interest of Tenant is levied upon under execution or is attached under process of law, which levy or attachment continues for a period of thirty (30) days; or if Tenant becomes insolvent or bankrupt or shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts or shall make an assignment for the benefit of creditors; or if any proceeding or other action shall be filed by or against Tenant seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of Tenant or its debts under any law relating to bankruptcy insolvency or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or any substantial part of its property (provided, that no such proceeding or action shall constitute a default under this Lease if Tenant shall vigorously contest the same by appropriate proceedings and the same shall be vacated or dismissed within thirty (30) days after the date of filing): or if Tenant is a corporation, partnership or other entity, Tenant shall be dissolved, liquidated or otherwise cease to exist.

     B.  Landlord’s Remedies.

     (1) Upon the occurrence of any one or more defaults by Tenant. Landlord may elect, at any time thereafter by written notice to Tenant, to terminate this Lease and Tenant’s right to the Premises as of the date set forth in the notice or without terminating this Lease, to terminate Tenant’s right to possession of the Premises as of the date set forth in the notice. Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant’s right to possession without termination of the Lease. Tenant shall surrender possession and vacate the Premises and deliver possession thereof to Landlord, and Tenant hereby authorizes Landlord to enter into and upon the Premises with or without process of law, and to repossess the Premises and to remove Tenant and all occupants and property therefrom using such force as may be necessary without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without relinquishing Landlord’s rights to Rent and/or damages for the balance of the Term or any other right given to Landlord hereunder or by law or in equity. Landlord may enforce its rights under this Lease in one action or in separate actions from time to time. Except as otherwise provided in this Section 11 Tenant expressly waives the service of any notice of intention to terminate this Lease or to reenter the Premises, any demand for payment of Rent or possession, all present or future redemption rights, and any other notice or demand. Landlord and Tenant each hereby waive trial by jury in any action, proceeding or counterclaim brought by either party against the other on all matters arising out of this Lease, Tenant’s use or occupancy of the Premises, or for recovery of the Premises or eviction. Tenant agrees not to interpose any counterclaims (other than compulsory counterclaims) in any proceeding for recovery of the Premises.

     (2) If Landlord elects to terminate Tenant’s right to possession only without terminating the Lease, Landlord may at Landlord’s

*1		written notice by Landlord to Tenant on the first two (2) occasions during any calendar year and for a period of five (5) days after the due date on any subsequent occasions during such calendar year.

option enter into the Premises [ILLEGIBLE] and hold possession thereof as set forth in Section [ILLEGIBLE] B(1) without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay the Rent hereunder for the full Term, and, at Landlord’s option, the aggregate amount of the Base Rent and Operating Cost Rent (based upon the amount thereof for the calendar month immediately preceding the month in which the default has occurred) for the period from the date stated in the written notice terminating possession to the staled end of the Term shall be immediately due and payable by Tenant to Landlord, together with any other monies due hereunder, and Landlord shall have right to immediate recovery of all such amounts. In addition, Landlord shall have the right from time to time, to recover from Tenant, and Tenant shall remain liable for all Rent not theretofore accelerated and paid pursuant to the foregoing sentence and any other sums thereafter accruing as they become due under this Lease during the period from the date stated in the notice terminating possession to the stated end of the Term. Upon and after entry into possession without termination of the Lease, subject to Landlord’s right to first rent other vacant areas in the Project, Landlord may relet the Premises or any part thereof for such Rent, for such time (which may be a period extending beyond the stated Term of this Lease) and upon such terms as Landlord in Landlord’s sole discretion shall determine. In any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed necessary or desirable by Landlord, and in connection therewith Landlord may change the locks to the Premises, and Tenant shall upon written demand pay the cost thereof, together with Landlord’s expenses of reletting. Any proceeds from the reletting of the Premises by Landlord shall be collected by Landlord and shall first be applied against the costs and expenses of recently and of reletting the Premises including, without limitation, all brokerage, advertising, legal, alteration, redecoration, repair and other reasonably necessary costs and expenses incurred to secure a new tenant for the Premises, and second to the payment of Rent herein provided to be paid by the Tenant. If the consideration collected by Landlord upon any such relating, after payment of the expenses of relating the Premises, is not sufficient to pay any accelerated amounts of Rent due and owing and to pay monthly the full amount of the Rent reserved in this Lease and not theretofore accelerated. Tenant shall pay to Landlord the accelerated amounts upon demand, and the amount of each monthly deficiency as it becomes due (as the case may be). If the consideration collected by Landlord upon any such reletting for Tenant’s account after payment of the expenses of reletting the Premises is greater than the amount necessary to pay accelerated amounts of Rent due and owing and to pay the full amount of Rent reserved in this Lease and not theretofore accelerated, the full amount of such excess shall be retained by Landlord and in no event shall be payable to Tenant. No such reentry, repossession, repairs, alterations, additions or reletting shall be construed as an eviction of Tenant or as an election on Landlord’s part to terminate this Lease, unless written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder. Notwithstanding any reentry or reletting by Landlord. Landlord may at any time thereafter elect to terminate this Lease for such previous default.

     (3) If Landlord elects to terminate this Lease. Landlord shall be entitled to recover from Tenant all of the amounts of Rent accrued and unpaid for the period up in and including (the date of the termination, as well as all other additional sums for which Tenant is liable, or in respect of which Tenant has agreed to indemnify Landlord under any of the provisions of this Lease. which may then be owing and unpaid, and all costs and expenses including, without limitation, court costs and reasonable attorneys’ fees incurred by Landlord in the enforcement of rights and remedies hereunder and in addition. Landlord, at its sole option, shall be entitled to recover from. Tenant and Tenant shall pay to Landlord, on demand, as final and liquidated damages (and not as a penalty), a sum equal to the amount of Landlord’s reasonable estimate of the aggregate amount of Base Rent. Operating Cost Rent and Additional Rent that would be payable for the period from the date of such termination through the Termination Date, reduced by the then reasonable rental value of the Premises for the same period (as such reasonable rental value may be decreased for Landlord’s reasonably anticipated costs, expenses and delays in reletting the Premises). If before presentation of proof of such liquidated damages to any court, all or any part of the Premises shall have been refer by Landlord for all or any part of such period, the amount of Rent payable upon such reletting shall be deemed to be the reasonable rentable value for the part or the whole of the Premises elect during the term of the reletting.

     (4) Upon any default by Tenant under this Lease, Landlord may, but shall not be obligated to, take any action to cure the default without waiving or releasing any obligation of Tenant or preventing Landlord from pursuing any available remedy. All amounts paid or incurred by Landlord in curing any default of Tenant or performing any of Tenant’s obligations under this Lease, and reasonable attorneys’ fees in connection therewith, shall be paid by Tenant to Landlord as Additional Rent on demand.

     (5) Notwithstanding anything in this Lease to the contrary, any and all remedies set forth in this Lease (a) shall be in addition to any and all other remedies Landlord may have at law or in equity and (b) shall be cumulative. The waiver by Landlord of any breach of any term, covenant or condition herein contained shall only be effective if is in writing and shall not be deemed to be a waiver of a continuing or subsequent breach of the same, or of any other term, covenant or condition herein contained. The acceptance of Rent or any other amounts due hereunder shall not be construed to be a waiver of any breach by Tenant of any term, covenant or condition of this Lease, and if the same shall be accepted after the termination of this Lease, by lapse of time or otherwise, or of the Tenant’s right of possession hereunder, or after the giving of any notice, such acceptance shall not reinstate, continue or extend the Term of this Lease or affect any notice given to Tenant prior to the receipt of such amounts, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises. Landlord may receive and collect any Rent and other sums due, and the payment of the same shall not waive or affect said notice, suit or judgment. No payment by Tenant or receipt by Landlord of a lesser amount than the amount due hereunder shall be deemed to be other than on account of the earliest portion thereof due, or as Landlord may elect to apply such payment, nor shall any endorsement or statement on any check or letter accompanying a check for payment of Rent be deemed an accord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue any other remedy provided in this Lease, Unless otherwise agreed in writing, any partial payment of Rent which is accepted by Landlord prior to or after commencement of an action to recover possession of the Premises shall be applied to the balance due but shall not waive any of Landlord’s rights, or any action to recover possession of the Premises, for nonpayment of the balance of the Rent owed Landlord.

     (6) Notwithstanding any provision in this Lease prohibiting Landlord from exercising its rights if Tenant cures a default within a specified period of time, if Tenant shall default (a) in the timely payment of Rent (whether any or all of Base Rent. Operating Cost

Rent or Additional Rent) two (2) [illegible] more times in any period of twelve (12) consecutive months, or (b) in the performance of any particular term, condition or covenant of this Lease two (2) or more times in any period of twelve (12) consecutive months, then, notwithstanding that such defaults shall have each been cured within any applicable cure period after notice, if any, as provided in this Lease, in connection with any further similar default during such twelve-month period (including, without limitation, with respect to non-payment of Rent, the further non-payment of any kind of Rent payable under this Lease) Tenant shall not be entitled to any further cure period or notice, and Landlord shall have the right to exercise all of the remedies provided in this Lease immediately after the occurrence of such similar default.

     (7) In the event that Tenant shall File for protection under the Bankruptcy Code now or hereafter in effect, or a trustee in bankruptcy shall be appointed for Tenant, Landlord and Tenant agree to the extent permissed by law, to request that the debtor-in-possession or trustee in bankruptcy, if one shall have been appointed, assume or reject this Lease within sixty (60) days thereafter.

      12.  HOLDOVER . If Tenant holds over after the termination or expiration of the Term without the written consent of Landlord (which may be withheld in Landlord’s sole discretion), Tenant shall pay Base Rent and Operating Cost Rent at / ^*1 twice the rate payable for the month immediately preceding the holding over, computed on a daily basis for each day Tenant thus remains in possession, and, in addition. Tenant shall pay Landlord all damages, consequential as well as direct, sustained by reason of Tenant’s holding over. Alternatively, at the election of Landlord by written notice to Tenant, such retention of possession shall constitute a renewal of this Lease for a month-to-month tenancy at / ^*2 twice the Base Rent and Operating Cost Rent for the immediately preceding month, and Tenant shall continue to make all other payments required under this Lease. Neither the acceptance of Rent by the Landlord after termination, nor the provisions of this Section: (a) shall be construed as, or operate as, a renewal or as a waiver of landlord’s right of reentry or right to regain possession by actions at law or in equity or by any other right or remedy hereunder, or (b) shall be construed as, or operate as, a waiver of any other right or remedy of Landlord.

      13.  SUBORDINATION .

     A. This Lease is and shall be subject and subordinate to each mortgage or trust deed (“Mortgage”) and each ground lease or other underlying lease (“Ground Lease”) new or hereafter in force with respect to the Project at the election of the trustee or mortgagee under or holder of any Mortgage (“Mortgagee”) or the lessor under any Ground Lease (“Lessor”), including, without limitation, any amendment, renewal, modification, consolidation, replacement or extension thereof and all interest thereon and advances thereunder. Any subordination at the election of any such Mortgagee or Lessor shall be self-operative and no further instrument of subordination shall be required to make the interest of such Mortgagee or Lessor superior to the interest of Tenant hereunder. In confirmation of such subordination, however, within ten (10) days after written request by Landlord. Tenant shall, without charge, execute and deliver any necessary or useful instruments acknowledging the subordination of this Lease as provided herein. Tenant shall not do anything that would constitute a default under any Mortgage or Ground Lease, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default thereunder. In the event of the enforcement by any Mortgagee or Lessor of the remedies provided for by law or by such Mortgage or Ground Lease (including, without limitation, a deed in lieu thereof). Tenant shall, at the election and upon demand of any Mortgagee, Lessor or other person succeeding to the interest of Landlord as a result of such enforcement (“Successor”), attorn, from time to time, to any such Mortgagee, Lessor or Successor upon the then executory terms of this Lease provided, that any such Mortgagee, Lessor or Successor shall not be bound by any payment of Rent for more than one month in advance; bound by any amendment or modification of this Lease made without the consent of such Mortgagee, Lessor or Successor subject in any offsets or defenses Tenant might have against any prior landlord (including, without limitation, the then defaulting landlord): liable for any act or omission of any prior landlord (including, without limitation, the then defaulting landlord): or liable for any security deposit except to the extent held by such Mortgagee, Lessor or Successor. The provisions of this Section 13 shall inure to the benefit of any such Mortgagee, Lesser or Successor, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the enforcement of any such Mortgage or Ground Lease, and shall be self-operative upon such election and demand, and no further agreement shall be required to give effect to such provisions. Upon request by such Mortgagee, Lessor or Successor, however Tenant shall execute and deliver any instruments necessary or useful to confirm the attornment.

     B. Tenant agrees to give any Mortgagee or Lessor a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing of the address of such Mortgagee or Lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the lime provided for in this Lease, then such Mortgagee or Lessor shall have an additional thirty (30) days within which to cure such default, or if such default cannot be cured within that time, such Mortgagee or Lessor shall have such additional time as may be necessary to cure such default: provided, that within such, thirty (30) days, any Mortgages or Lessor as the case may be, has commenced and is diligently pursuing the cure of such default (including, without limitation, commencement of foreclosure or lease forfeiture proceedings, if necessary to effect such cure), and Tenant shall not pursue any of the remedies it may have for such default and this Lease shall not be terminated while such cure is being diligently pursued, so long as the default is cured within a reasonable time thereafter

      14.  ASSIGNMENT AND SUBLETTING . / ^*3

     A. Tenant shall not, without the prior written consent of Landlord in each instance, (1) assign, transfer, mortgage or encumber, or create or permit any lien upon, this Lease or any interest under it, (2) allow to exist or occur any transfer of or lien upon this Lease or the Tenant’s interest herein by operation of law, (3) sublet the Premises or any part thereof, or (4) permit the use or occupancy of the Premises or any part thereof for any purpose not provided for under Section 6 or by anyone other than Tenant and

Tenant’s employees. In no event shall this Lease on any interest herein be assigned assignable by voluntary or involuntary bankruptcy proceedings or by operation of law or otherwise, and in no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings, except to the extent provided by law.

     B. Consent by Landlord to any assignment, subletting, use, occupancy, transfer or encumbrance shall not operate to relieve Tenant from any covenant, liability or obligation hereunder (whether past, present or future), including, without limitation, the obligation to pay Rent, except to the extent, if any, expressly provided for in such consent, no shall such consent be deemed to be a consent to any subsequent assignment, subletting, use, occupancy, transfer or encumbrance. Tenant shall pay all of Landlord’s reasonable costs, charges and expenses (including, without limitation, reasonable attorney’s fees) incurred in connection with any assignment, subletting, use, occupancy, transfer or encumbrance made or requested by Tenant.

     C. Tenant shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than sixty (60) days after the date of Tenant’s notice) to assign this Lease or sublet any part or all of the Premises for the balance or any part of the Term. Tenant’s notice shall include the name and address of the proposed assignee or subtenant, a true and complete copy of the proposed assignment or sublease, financial statements for the proposed assignee or subtenant for the preceding two (2) fiscal years and such additional information as Landlord deems reasonably necessary concerning the financial responsibility business and character of the proposed assignee or subtenant. Upon any request for Landlord’s consent under this Section 14, Landlord shall have the right, to be exercised by giving written notice to Tenant within thirty (30) days after receipt of Tenant’s notice (and any additional information reasonably requested by Landlord), to terminate this Lease with respect to the space described in Tenant’s notice as of the date stated in Tenant’s notice for the commencement of the proposed assignment or sublease. If Tenant’s notice covers all of the Premises and if Landlord exercises its right to terminate this Lease as to the Premises, then the Term of this Lease shall expire and end on the commencement date stated in Tenant’s notice as fully and completely as if that date had been the Termination Date. If, however, Tenant’s notice covers less than all of the Premises, and if Landlord exercises its right to terminate this Lease with respect to such space, then as of the commencement date stated in Tenant’s notice, the Rent reserved herein shall be adjusted on the basis of the number of rentable square feet of the Premises retained by Tenant, such portion of the Premises shall at Tenant’s expense be made a separately demised premises in compliance with all legal requirements and with an appropriate entrance separate from the Premises, and this Lease as so amended shall continue thereafter in full force and effect. If Landlord does not exercise its right to terminate as aforesaid. Landlord shall notify Tenant within such thirty (30) day period whether Landlord consents to the proposed assignment or sublease, which consent shall not be unreasonably withheld; provided, that in no event shall Landlord be required to consent to any assignment or sublease: (1) to a tenant or occupant, or an Affiliate of a tenant or occupant, in the Project or in another building owned by Landlord or an Affiliate of Landlord (“Affiliate” means a person controlling, controlled by or under common control with the designated person). (2) which may violate any restrictions contained in any mortgage, lease or agreement affecting the Project or Landlord. (3) which is not in compliance with all of the terms of this Section and this Lease, or (4) which may cause an excessive density of occupants or traffic or make excessive demands on the Building systems, services or facilities.

     D. Upon any assignment or sublease, fifty percent (50%) of the rent and other consideration (“Excess Consideration”) received by Tenant in excess of the amount of Base Rent and Operating Cost Rent payable to Landlord under this Lease, which amount is to be prorated where a part of the Premises is assigned or subleased, shall be payable by Tenant to Landlord as Additional Rent within ten (10) days after receipt thereof by Tenant from time to time.

     E. If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder and agree to comply with and be bound by all of the terms, provisions and conditions of this Lease, in a written instrument satisfactory to Landlord and furnished to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein. Tenant sh