ACTUALIDAD DE LAS ZONAS FRANCAS COMERCIAL E INDUSTRIAL DE "EL ALTO"

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Building, Landlord , after providing Tenant with five (5) days prior written notice (except in the case of an emergency) may complete such repairs or maintenance and recover the cost thereof from Tenant, which sum shall be due and payable within ten (I0) business days after Landlord's written notice to Tenant with respect thereto.

43.2 Tenant may not substitute or modify the Satellite System or any part thereof, without the prior written approval of Landlord, and, if applicable, Las Colinas Association. Any substitution or modification approved by Landlord and, if applicable, Las Colinas Associat ion, shall automatically become a part of the Satellite System, and all terms of this Article 43 shall apply to such substitution and/or modificat ion.

43.3 Tenant shall take all measures necessary to ensure that the Satellite System does not interfere with or disturb the operation of any other satellite system or business of Landlord or of any other tenant or occupant of the Building or of any other authorized party. Tenant shal l remove the Satellite System, or at Landlord 's discretion, modify the Satellite System or relocate the Satellite System to another area approved by Landlord in the event that the Satellite System, in Landlord's sole but reasonable judgment, causes any interference with or disturbs the operation of any other satellite system or business of Landlord or of any other occupants of the Building or creates or results in any noise or nuisance to any other occupant of the Building, or areas adjacent thereto. Tenant must immed iately shut off the Satellite System upon notification of interference and may restart, modify or relocate the Satellite System to test for interference only with Landlord's permission.

43.4 The Satellite System is solely for use for Tenant's internal business and the benefits of the Satellite System may not be provided by Tenant to third parties. Landlord may require, as a condition to the issue of its consent, that any provider installing the Satellite System shall enter into a separate agreement with Landlord on Landlord's standard form. The Satellite System may not be sold or rented by Tenant to third parties, nor may Tenant sublet or assign the license herein granted to Tenant. Any electrical usage associated with the Satellite System shall be governed by the provisions of Article 13 of this Lease.

43.5 Tenant shall, at Tenant's sole cost, take all measures necessary to ensure that any radiation emitted from the Satellite System is emitted only in non-harmful levels and that the Satellite System strictly complies with all laws, rules, regulations, ordinances and codes, whether now or hereafter existing, of all federal, state and local governmental authorities and to al 1 contractual obligations to which Tenant is bound in connection with such Satellite System, including, without limitation, regulations of the Federal

Communications Commission, the Environmental Protection Agency, and the Occupationa l Safety and Health Administration. In the event such compliance shall require modifications of the Satellite System, no modification shall be made without Landlord 's prior written consent, which may be withheld or granted on such terms and conditions as Landlord may determine in its sole discretion in the event that such modifications (i) affect the structural integrity of the Building, the Building systems, including without limitation , the electrical, communications, or signal systems, (ii) confl ict with any of the terms and conditions of this Lease, (iii) affect any warrant ies which Landlord has with respect to the Building, (iv) cause Landlord to be in violation of any laws, rules, regulations, ordinances or codes of any federal, state or local governmental authorities or any contractual obligations to which Landlord is bound with respect to the Building or (v) are not approved by Las Colinas Association to the extent that its approval must be obtained by Landlord.

43.6 In the event that Landlord determines in its reasonable discretion that Tenant is in default under this Article 43, Landlord may, at Landlord's option, require Tenant to cease all operation of the Satellite System with in twenty-four (24) hours of Tenant receiving written notice from Landlord and require Tenant to either modify, relocate or remove the Satellite System, at Tenant's sole cost, to remedy any such interference or non-compliance.

43.7 Upon the expiration or termination of the Term, or if otherwise so required under this Article 43, Tenant shall, at Tenant's sole cost and expense, remove the Satellite System and restore the area of the Building on which the Satellite System was located to its condition existing as of the date of execution of this Lease. Such removal and restoration work shall be completed by Tenant with in fifteen (15) days of the date on which the condition requiring such removal and restoration work occurs. In the event that Tenant shall fail to complete the removal of the Satellite System and the restorat ion of the affected portion of the Building within such fifteen (15) day period, Landlord shall have the right to effect such removal and restorat ion after provid ing Tenant with three (3) days prior written notice, but shall not be obligated to do so, in which event, Tenant shall reimburse Landlord for all costs incurred by Landlord in performing such removal and restoration work. In addition, any Satellite System remaining at the Building subsequent to the expiration of such fifteen ( 15) day period after the notice is extended shall be deemed to have been abandoned by Tenant, so that in no event shall Landlord have any duty to preserve or restore the Buil ding on Tenant's behalf. If Landlord does choose to store the Satellite System on Tenant's behalf, the actual and reasonable cost of storage incurred by Landlord shall be reimbursed by Tenant on demand. In such

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event, Landlord shall also have the right to sell such Satellite System for salvage value and to apply the proceeds derived from such sale to sums owing by Tenant to Landlord hereunder.

43.8 As a material inducement to Landlord to grant the non-exclusive license herein contained, Tenant hereby represents and warrants to Landlord that (i) the Satellite System will have received approval from the Underwriters Laboratory and from the Federal Communications Commission; (ii) the Satellite System will be installed in accordance with the plans and specifications therefor as approved by Landlord , in Landlord's sole but reasonable discretion; (iii) the Satellite System will be designed to require minimum maintenance; (iv) the Satellite System will not emit radiation; (v) the Satellite System will not interfere with other like satellite systems located on the rooftop of the Building or in the Building; and (vi) Tenant will have received all necessary licenses and permits from all applicable governmental authorities regarding the installation and operation of the Satellite System, prior to such installation and operation .

43.9 Notwithstand ing any provision in this Lease to the contrary, it is the intention of the parties that Tenant bear a ll risks relating to the installation, use, maintenance, operation and removal of the Satellite System; therefore, notwithstanding any other provision of the Lease or this Amendment to the contrary, Tenant shall defend, indemnify and hold harmless Landlord, its parent, affiliates, shareholders, partners, members, managers, agents, representatives, employees, contractors and invitees and their respective affiliates from all losses, claims, judgments, settlements, expenses, damages, costs and liabilities arising in connection with or relating to the installation, maintenance, repair, use, operation and removal of the Satellite System, including, without limitation, that arising from Landlord's negligence (other than its gross negligence).

43. I 0 Landlord shall not be liable to Tenant for any loss or damage to all or any part of the Satellite System occasioned by theft, fire, act of God, public enemy, injunction, riot, vandalism, malicious mischief, earthquake, flood, strike, insurrection, war, court order, requisition , or order of governmental body or authority or by any other cause whatsoever. Further Landlord shall not be liable for any damage or inconvenience which may arise through the repair or alteration of any part of the Building or through termination of the Lease.

43 .11 In addition to the insurance obligations of Tenant under Article 11 of th is Lease, Tenant shall maintain a policy or policies of fire and extended coverage insurance on the Satellite System, in such amounts as Tenant may deem appropriate; provided, however, that Tenant shall never have any claim against Landlord for any loss or damage that may occur to the Satellite System which should be covered by insurance.

43. 12 The provisions of this Article 43 shall survive the expiration or prior termination of the Lease Term .

44. GUARANTY . As additional consideration for Landlord to enter into this Lease, Tenant shall cause Guarantor to execute a guaranty in the form attached as Exhibit E to th is Lease and Tenant shall deliver the same to Landlord contemporaneously with Tenant's execution of this Lease.

45. LIMITATION OF LANDLORD' S LIABILITY. Redress for any claim against Landlord under this Lease shall be limited to and enforceable only against and to the extent of Landlord 's interest in the Building. The obligations of Landlord under this Lease are not intended to be and shall not be personally binding on, nor shall any resort be had to the pri vate properties of, any of its or its investment manager 's trustees, directors, officers, partners, beneficiaries, members, stockholders, employees, or agents, and in no case shall Landlord be liable to Tenant hereunder for any lost profits, damage to business, or any form of special, indirect or consequent ial damages.

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EXHIBIT A -FLOOR PLAN DEPICTING THE PREMISES attached to and made a part of Lease bearing the

Lease Reference Date of August 2, 2004 between Corporate Center Phase II Limited Partnership, as Landlord and

Conexis Benefits Administrators, L.P., as Tenant

Exhibit A is intended only to show the general layout of the Premises as of the beginning of the Term of this Lease. It does not in any way supersede any of Landlord' s rights set forth in Article 17 with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations. It is not to be scaled; any measurements or distances shown should be taken as approximate.

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EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES attached to and made a part of Lease bearing the

Lease Reference Date of August 2, 2004 between Corporate Center Phase II Limited Partnership, as Landlord and

Conexis Benefits Administrators , L.P., as Tenant

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EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES attached to and made a part of Lease bearing the

Lease Reference Date of August 2, 2004 between Corporate Center Phase IILimited Partnership , as Landlord and

Conexis Benefits Administrators, L.P., as Tenant

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EXHIBIT A-1 -SITE PLAN

attached to and made a part of Lease bearing the Lease Reference Date of August 2, 2004 between Corporate Center Phase II Limited Partnership, as Landlord and

Conexis Benefits Administrators, L.P., as Tenant

Exhibit A-1 is intended only to show the general location of the Building as of the begi nn ing of the Tem1 of this Lease. It does not in any way supersede any of Landlord 's rights set forth in Article 17 with respect to arrangements and/or locations of publ ic parts of the Building and changes in such arrangements and/or locations. It is not to be scaled; any measurement s or distances shown should be taken as approximate.

A-1-1

In document UNIVERSIDAD MAYOR DE SAN ANDRES (página 106-117)