(d)Survival of Obligations. In the event Tenant has satisfied the provisions of Subsection (b) and (c) above, then, as of the Termination Effective Date, all obligations of the parties with respect to the Suite 400 Premises only shall cease and terminate in the same manner as upon expiration of the Term; provided, however, that Tenant shall remain liable hereunder for all obligations and liabilities which accrue under the Lease as it relates to the Suite 400 Premises through the Termination Effective Date, including, without limitation, Tenant’s obligation to pay Base Rent and Tenant’s Share of Operating Expenses and Taxes. Any such amounts not due and payable prior to the Termination Effective Date, but which relate to the period prior to the Termination Effective Date, shall be paid by Tenant to Landlord within ten (10) days of Tenant’s receipt of an invoice therefor from Landlord.
(e)No Default. Tenant may exercise the Termination Option only if Tenant is not in default under any term or condition of the Lease beyond any applicable notice and cure period as of either the date of the Termination Notice or on the Termination Effective Date.
6.Contingency. The parties hereby acknowledge and agree that Suite 540 is currently occupied by an existing tenant (“Existing Tenant”) pursuant to a lease agreement. Accordingly, in the event that Landlord is unable to recover possession of Suite 540 from the Existing Tenant on terms acceptable to Landlord in its sole discretion, or in the event that Suite 540 is not surrendered to Landlord on or prior to the Suite 540 Commencement Date in an appropriate condition, then the Suite 540 Commencement Date and the Suite 540 Rent Commencement Date shall be extended until Suite 540 has been surrendered and delivered to Landlord in an appropriate condition (in which event other applicable dates shall be similarly extended).
7.Letter of Credit. Landlord and Tenant acknowledge and agree that, pursuant to Section 5 of the Rider to Lease, Landlord approved Texas Capital Bank as the issuer of the Letter of Credit so long as it retained a minimum rating of BBB by Standard & Poors. As of the date of this Amendment, Texas Capital Bank has a credit rating ofBBB- by Standard & Poors. Notwithstanding the foregoing, Landlord will continue to accept Texas Capital Bank as the issuer of the Letter of Credit so long as it retained a minimum rating ofBBB- by Standard & Poors.
8.Signage. Tenant shall have the right to have the top position on the multi-tenant monument sign for the Building for the remainder of the Term, as the same may be extended.
9.Brokers. Tenant and Landlord each hereby represents and warrants to the other that such representing party has not dealt with any real estate brokers or leasing agents, except Cushman & Wakefield of Texas, Inc., who represents Tenant, and CBRE, Inc., who represents Landlord (collectively the “Brokers”). No commissions are payable to any party claiming through Tenant as a result of the consummation of the transaction contemplated by this Amendment, except to Brokers, if applicable. Tenant hereby agrees to indemnify and hold Landlord harmless from any and all loss, costs, damages or expenses, including, without limitation, all reasonable attorneys’ fees and disbursements by reason of any claim of or liability to any other broker, agent, entity or person claiming through Tenant (other than the Brokers) and arising out of or in connection with the negotiation and execution of this Amendment. Landlord hereby agrees to indemnify and hold Tenant harmless from any and all loss, costs, damages or expenses, including, without limitation, all reasonable attorneys’ fees and disbursements by reason of any claim of or liability to any broker, agent, entity or person claiming through Landlord and arising out of or in connection with the negotiation and execution of this Amendment.
10.Governing Law. This Amendment is governed by federal law, including without limitation the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and, to the extent that state law applies, the laws of the State of Texas without regard to its conflicts of law rules.
11.Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record,
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