Common use of Program Grants Clause in Contracts

Program Grants. 17.1 Pursuant to the Partial Assignment, Tenant assigned to Original Landlord, and Original Landlord assumed, an undivided interest in the obligations of Tenant under the EDA, including the obligations to comply with the commitments set forth in Section 5.2 and 5.3 of the EDA. Original Landlord subsequently transferred and conveyed to Landlord all rights of Original Landlord and all obligations of Original Landlord, if any, under the EDA. Tenant acknowledges that Landlord does not use the Building as a Corporate Office (as such term is defined in the EDA) and that, therefore, grants may be available under the EDA only if Tenant complies with the applicable terms and provisions of the EDA. Notwithstanding anything in the Lease or the Partial Assignment to the contrary, Tenant agrees that (i) Landlord shall not be obligated to comply with any obligations of Tenant under the EDA, including any obligations that would otherwise require Landlord to meet any specific employment or other commitments or to engage Certified M/WBEs (as defined in the EDA) to perform services with respect to the Building; and (ii) in no event shall Landlord be deemed to be in default under the Lease or otherwise liable to Tenant or any Affiliate of Tenant if, for any reason (other than Landlord’s failure to pay to the City the real estate taxes payable by Landlord with respect to the Building), the City fails to remit all or any of the grants provided for in the EDA. The foregoing shall not be deemed to release Landlord from the obligation to comply with the terms and provisions of the Lease, including, without limitation, Landlord’s obligations under Section 4.J. of the Lease. 17.2 The following two sentences of Section 4.J.(3): “After the expiration or earlier termination of this Lease, Landlord shall make application to the City for all of the program grants allowed under the EDA. Tenant agrees to deliver to Landlord prior to January 15 of the following calendar year all information Landlord reasonably requests in order to prepare such application for the calendar year immediately preceding the expiration or termination of this Lease. Tenant, at no cost to Landlord, shall have the right to FIFTH AMENDMENT TO OFFICE LEASE (PIER 1 SERVICES COMPANY) Active 16013260.14 10 approve the application prior to submission to the City, but such approval shall not be unreasonably withheld, conditioned or delayed.” are hereby deleted in their entirety and the following shall be substituted therefor: “After the expiration or earlier termination of this Lease, Tenant may make application to the City for all of the program grants allowed under the EDA with respect to the calendar year in which this Lease expires or terminates. Landlord agrees to deliver to Tenant prior to January 15 of the following calendar year all information Tenant reasonably requests in order to prepare such application. Landlord, at no cost to Tenant, shall have the right to approve such application prior to submission to the City, but such approval shall not be unreasonably withheld, conditioned or delayed.”

Program Grants. 17.1 Pursuant Notwithstanding anything to the Partial Assignmentcontrary contained in Section 4.I above, the parties (i) acknowledge that Tenant is a party to an Economic Development Program Agreement with the City of Fort Worth, Texas (“City”) dated October 14, 2002 (as amended on April 26, 2005, collectively, the “EDA”), and (ii) agree that the following terms shall govern the benefits received by Tenant thereunder: (1) Throughout the Term and any extensions thereof, Tenant assigned to Original Landlordshall be the sole administrator of the rights and obligations under the EDA. On the Commencement Date, Landlord and Tenant shall execute an agreement whereby Tenant assigns, and Original Landlord assumedassumes, an undivided interest in the obligations of Tenant under the EDA, including the obligations to comply with the commitments set forth in Section Sections 5.2 and 5.3 of the EDAEDA (the “Partial Assignment”). Original Landlord subsequently transferred and conveyed Immediately upon expiration or earlier termination of this Lease, Tenant shall assign to Landlord all of Tenant’s rights and obligations under the EDA to the extent such rights are assignable and without any representation, covenant or warranty with respect to the enforceability of Original such assignment or the rights and obligations under the EDA. (2) Landlord agrees to pay prior to delinquency all real property taxes described in the EDA. (3) During the Term and any extensions thereof, Tenant shall make application to the City each year for all obligations of Original Landlord, if any, the program grants allowed under the EDA. Landlord agrees to deliver to Tenant acknowledges that Landlord does not use prior to January 15 of each calendar year all information Tenant reasonably requests in order to prepare such application for the Building as a Corporate Office (as such term is defined in preceding calendar year. Landlord, at no cost to Tenant, shall have the EDA) and that, therefore, grants may be available under right to approve the EDA only if Tenant complies with the applicable terms and provisions of the EDA. Notwithstanding anything in the Lease or the Partial Assignment application prior to submission to the contraryCity, Tenant agrees that (i) Landlord but such approval shall not be obligated to comply with any obligations of Tenant under the EDAunreasonably withheld, including any obligations that would otherwise require Landlord to meet any specific employment conditioned or other commitments or to engage Certified M/WBEs (as defined in the EDA) to perform services with respect to the Building; and (ii) in no event shall Landlord be deemed to be in default under the Lease or otherwise liable to Tenant or any Affiliate of Tenant if, for any reason (other than Landlord’s failure to pay to the City the real estate taxes payable by Landlord with respect to the Building), the City fails to remit all or any of the grants provided for in the EDAdelayed. The foregoing shall not be deemed to release Landlord from the obligation to comply with the terms and provisions of the Lease, including, without limitation, Landlord’s obligations under Section 4.J. of the Lease. 17.2 The following two sentences of Section 4.J.(3): “After the expiration or earlier termination of this Lease, Landlord shall make application to the City for all of the program grants allowed under the EDA. Tenant agrees to deliver to Landlord prior to January 15 of the following calendar year all information Landlord reasonably requests in order to prepare such application for the calendar year immediately preceding the expiration or termination of this Lease. Tenant, at no cost to Landlord, shall have the right to FIFTH AMENDMENT TO OFFICE LEASE (PIER 1 SERVICES COMPANY) Active 16013260.14 10 approve the application prior to submission to the City, but such approval shall not be unreasonably withheld, conditioned or delayed. Each application shall contain specific allocations of the portions of the program grant payments attributable to (i) taxes paid on Tenant’s personal property, (ii) taxes paid on Landlord’s personal property, and (iii) real property taxes paid on the Property.” are hereby deleted in their entirety (4) Landlord shall retain any and the following shall be substituted therefor: “After the expiration or earlier termination of this Lease, Tenant may make application to the City for all of the program grants allowed it receives from the City attributable to taxes paid on Landlord’s personal property. Landlord agrees to pay the program grant payments which are attributable to taxes paid on Tenant’s personal property to Tenant within ten (10) Business Days after receipt from the City. If Landlord fails to reimburse Tenant for such amounts within such ten (10) Business Day period, Tenant shall thereafter be entitled to deduct such amounts from the next sum(s) due by Tenant under this Lease. (5) Pursuant to the terms of the Partial Assignment, Tenant agrees to instruct the City to deliver the program grants payable under the EDA with respect to the calendar year in which this Lease expires or terminatesan account designated by Landlord. Landlord agrees to deliver to Tenant prior within ten (10) Business Days after receipt from the City (if ever) a sum equal to January 15 Tenant’s Pro Rata Share (as same may fluctuate from time to time) multiplied by the total amount of the following program grants Landlord receives from the City attributable to real property taxes paid by Landlord on the Property during the preceding calendar year. If Landlord fails to reimburse Tenant for such amounts within such ten (10) Business Day period, Tenant shall thereafter be entitled to deduct such amounts from the next sum(s) due by Tenant under this Lease. The program grant payments applicable to real property taxes for calendar year all information 2008 shall be prorated on a per diem basis, with Tenant reasonably requests in order to prepare such application. Landlord, at no cost to Tenant, shall have the right to approve such application prior to submission being entitled to the Cityportion of such payments relating to the period from January 1, but 2008 through the day before the Commencement Date and Landlord being entitled to the portion of such approval shall not be unreasonably withheldpayments relating to the period from the Commencement Date through December 31, conditioned or delayed2008, less Tenant’s Pro Rata Share as set forth above.”