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Home My WebLink AboutContract 47864 _ CITY SECRETA CONTRACT NO, STANDARD EQUIPMENV'T SITE LEASE AGREEMENT (MULTI=TENANT) between FORT WORTH TELCO CENTER LIMITED ("Landlord"-) and MCIMETRO ACCESS TRANSMISSION SERVICES, LLC ("Tenant") OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX STA"ARD EQLfPMENT SITE LEASE AGREEMENT (MULTI-TENANT) Table of Contents 1. Demised Premises................ ........... 2. .................. Common Areas .................1 ..... 3. Term--................... ... ............................................................................................... 1 4. Rent... ...... ..........................2 A. Base Rental Tax Payments alOperating.E...x.p...e.n...s.e..s..... ..... ........................... ""°2C. Definitio i. "Tax Payments.. .............. ................................. "Base .... Tax Payments"... ............................. .................. ��Operating Expenses" .......................................3 iv. "Base ............. Operating Expenses" •........3 V. "Proportionate „ Share ....................... . ................... "Rent"... D.E. Books 6 and Records ................................... State ................... went of Tax Pa .. F. Time of Pa and Operating Expenses................................................. 6 Payments of Additional Rental G. 6 Gross-Up .............................._........... ..................... H. 6 CapAudit Rights................. .............. Late Pa 7 ............... ............... 5. Permitted Use/Point of Presence/Collocation ..................8 6. Landlord's Covenants...... ........... 9 A. Landlord Covenants. Additional """"'�"'• .. B. �•••��•��••�� C. Definition Tenant Covenants ......................................................... ..........10 of Hazardous Materials.,.. ..l I ............. .......12 ' ec an-ic's Liens..... ............... 8. Landlord' ............... A. 12 - s ervices Landlord,, General Services B• Additional ................._.. C. and After-Hour Services Delays in F ' D. �sh'ng Services for Services Tenant Responsibility . ices ......'..... •••-...13 ... .........................14 9. Maintenance and Repair........................................................................ ..........14 A. Maintenance...............................................................................................14 B. Return of Premises.....................................................................................14 10. Insurance..................................................................... ..15 11. Hazard Insurance ....................................................................................................15 12. Electric.....................:............................................................. 15 ......................... U. Signage.................... 14. Trade Fixtures.................:......................................................................................16 15. Alterations ByTenant......................................................... ...A6 .............................. 16. Mutual Indemnification; Limitation of Liability...................................... .........17 17. Waiver of Claims; Waiver of Subrogation................... .....17 18. Entry By Landlord.......................................................... .18 19. Damage By Casualty.......................I.......... . .........18 ............................................... ... 20. Bankruptcy............................................................. ....19 21. Holding Over................................................ ........19 ................................................. 22. Waivers................................................................................................. ..........19 23. Notices ............................................................................................... ..20 24. Delays in Performance............................. ................20 25. Default..............................................._................... 21 .............................................. A. Tenant-Default ...........................................................................................21 B. Landlord's Default..................................................:.............................:.....23 26. Cumulative Rights ......................................................... . -•......... . ................. 23 27. Eminent Domain....................................................................................................24 28. Personal Property............................................................ ....24 ................................... 29. Binding Agreement...............:................ -ii- 30* Assignment and Sublease ..... . ................. ................ 31, Subordination and Non-Disturbance......., ............ 2. Atto ............ rne_ys Fees......".,,, • ........................... 25 .................... �• Captions 25•••••••••••• 34. Time of Essence..-.,,,.•.. 25 ................. 35. Goverrnfg Law ...25 36, Entire A .......................26 greement.... . ........................ ... Offer... 26 ........... ....... ... 8. Brokers ....... ......... 39. R ........................................ ................ Reasonableness ................. leness.......... ................. ................................. 40. ...........................26 Amendments..... .............. ............ 42• .............................................. ............... .................... 26 ption to Renew.•, ...... "" 43. ...................:......... . ........... Right of First Refusal. ...................••-•.26 .................. .............. 44. Right of First opportunity .....27 ............................... 45. Cancellation 28 ............. 46. Li en Waiver "" 29 47. Additional ...29 ............... 48, Rights.. ..................... Conduit Expansion .. .. ....... .........................29 .....•..... 49. .............. ...... ............. ............ Fire Life ...............................29 Safety ...................... ................ ........... 50. Floor Load .......................... Disclaimer 30 52* IndePendent Obligati ....30 Ions .................. 3. ..30 Recourse I,' ......... Limitation ""'•' -lli- 54. Severabiilty ...................... ....30 55. Recordation .......................•---•-•--..........................................._...--•-.......................31 56. Transfers by Landlord............................................................................................31 57. Waiver of Warranties and Acceptance of Condition ............................................31 58. Merger of Estates .................................................................................................31 59- Survival of Indemnities and Covenants.................................................................32 60. Contingent Effectiveness .......................................................................................32 EXHIBIT "A" LEGAL DESCRIPTION OF BUILDING...............................................................1 EXHIBIT "B" PREMISESSITE PLAN....................:....................................................................1 EXHIBIT "C" WORKAGREEMENT ...........................................................................................1 1. Space Plan and Specifications .....................................................................1 2. Compliance................................................ ...---................1 3. Tenant's Work..............................................................................................1 4. Landlord's Contribution...............................................................................2 5. Tenant's Specialty Equipment......................................................................2 6. Landlord's Work...........................................................................................3 EXHIBIT "D" COMMENCEMENT DATE AGREEMENT AND AMENDMENT.....................1 1. Commencement Date...................................................................................1 2. Rent Commencement Date .........................................................................1 3. Square Footage and Proportionate Share.....................................................1 4. Summary of Base Rental ..................I.......... .......I........................................ 5. Brokers Commissions..................................................................................1 6. Lease Number .............................................................................................2 7. Effect of Amendment...................................................................................2 EXHIBIT "E" AREA PLANS FOR GENERATOR AND FUEL STORAGE...............................1 EXHIBIT "F" AREA PLANS FOR MECHANICAL COOLING SYSTEM........................... I -iv- ETT •.G„ BIDING RULES AND REGULATIONS........... .. . . ... �IIBIT�"IT, ............... I NON-DIS 141889 ............... . AND SUBORDINATION ANCE, ATTORNMENT ......... AGREEMENT .............. .................................1 -v- CC :y STANDARD EQUIPMENT SITE LEASE AGREEMENT (MULTI-TENANT) THIS STANDARD EQUIPMENT SITE LEASE AGREEMENT ("Lease") is effective this day of , 2000 (the "Commencement Date'D, by and between Fort Worth Te1Co Center Limited, a Texas limited partnership, by McCaslin Commercial I Limited, its General Partner, ("Landlord"), and MCIMetro Access .Transmission Services, LLC, a Delaware limited liability company, d/b/a MCI WorldCom ("Tenant"). WHEREAS, Landlord owns the real estate and the building, commonly known as the Telco Building located at 1111 Monroe Street, Fort Worth, Texas, and legally described on Exhibit "A" (the "Building"). WBEREAS, Tenant desires to lease space in the Building. NOW, THEREFORE, in consideration of the rent provided for herein, Landlord and Tenant are entering into this Lease on the space and under the terms and conditions outlined herein. 1. Demised Premises. Landlord does hereby demise and.lease unto Tenant, and Tenant does hereby lease from Landlord, approximately 26,646 net rentable square feet on the first floor of the Building as shown on the Site Plan attached hereto as Exhibit "B" (the "Premises"). Landlord represents and warrants to Tenant that the Building contains approximately 66,153 net rentable square feet, as verified by Landlord's architect using the measurement standards contained in the American National Standard Method of Measuring Floor Area in Office Projects, ANSI Z65.1 [1996] published by the Building Owners and Manager Association International. In the event that such verification indicates a square footage different from that specified in this Paragraph 1, Landlord and Tenant will enter into the Commencement Date Agreement and Amendment attached hereto as Exhibit "D" (the "Commencement Date Agreement") which shall specify the correct square footage as certified by Landlord, adjust the Base Rental up or down as the case may be, based upon 513.97 per square foot of net rentable area and change Tenants Proportionate Share as specified in Paragraph 4C of this Lease. Landlord shall to deliver possession of the Premises with the Landlord's Work (as defined in Exhibit "C") completed on or before June 1, 2000. Landlord acknowledges time is of the essence with respect to tenant's occupancy of the premises. 2. Common Areas. In addition to the occupancy of the Premises, Tenant and its officers, employees, agents, customers and invitees also shall have the right to the nonexclusive use of automobile parking areas, walkways, bus stops, landscaped areas, driveways and sidewalks, if any, within the Building (the "Common Areas"). Landlord agrees to make the Common Areas continuously available to Tenant for nonexclusive use by Tenant and the other aforementioned groups of persons during the Lease Term (as such term is hereafter defined) and any extension thereof, except when portions of the Common Areas temporarily may be unavailable for use by reason of repair work then being underway thereon. The nonexclusive use of the Common Areas by Tenant and its officers, employees, agents, customers and invitees at all times shall be subject to such reasonable rules and regulations as Landlord from time to time -1- may establish and shall be in co Landlord shall have moron with other tenants fram prevent the ac the right from time to time to time of the Building acquisition of time temporarily to close the Co Common Areas d Public rights thereon. Landlord shall Operate moron Areas to accordance with during 0 the Lease Term and any extensions thereof in P and maintain the the standards of comparable Building good order and re located. ,s in the area in which the Premi Ps are 3. Term- This Lease shall commence on terminate ten (10) Years after the Rent Co the Commencement Date Term"). Tenant`s property placedmmencement Date (defined below and shall commencement of the Lease Term sh kept,e ored or ed, kept, stored ) (the Lease maintained in the Premises 0 to Tenant. and maintained at the risk of 4. Rent A. Bas--- e Rental. later of(i) delivery of Possession oBeginning t Premises theirst day of the Lan fifth 5`h Exhibit «C„ P andlord`s Work (month e rdthe completed or(ii) Lin andlord's approvalPursuant of Tenant's plans and specifications (the "Rent Commencement Date,"as shall be set forth in the demand, dedudon or set Date Agreement),gr ement)• Tenant agrees to pay .Landlord , without ff(except as set forth-herein), at Landlord's address setforth � Paragraph 23 of this Lease, or at such other place as L designate in writing, annual rent in the Landlord from twelve 12 amounts set foow, time to time may ( ) equal monthly installments on the first day'of each month during inadvance in Term (the "Base Rental"): the Lease Months of Lease Tenn Following Rent Commencement Date 1 - 12 Annual Rental MonthlY Base $375,000.00 Rental Per Sq Ft 13 -24 $386,250.00 $31,250.00 25 - 36 $32 187.50 $14.07 37-48 $397,837,50 $14.50 $409,772.63 $33,153.13 $14.93 49 - 60 $422,065,81 $34,147.72 61 - 72 $35,172.15 $15,38 73 - 84 $434,727.78 $15.84 85 -96 $37,314.13 $36,21 $16.31 97 - 108 $461,202.70 314.134.13 $16.80 $475,038.78 $�8'4.,3.56 $17.31 109- 120 $489,289.94 $39,586.57 $40,774.16 $17.83 Base Rental for an $18.36 Y Partial month shall be PrO-rated as a ninety (90) days after the Rent Co PPropnate. Within complete and execute the Co mmencement Date, Landlord and hereto as Exhibit uD„ « mmencement Date Agreement and Tenant shall other (the CO�encement Date Agreement"), Amendment attached things confirm and set forth breement ), which shall Commencement Date, the Commencement Date am°ng and the Rent -2- Landlord shall deliver possession of the Premises with the Landlord's Work completed on or before June 1, 2000, and in the event Landlord shall not deliver the Premises with the Landlord's Work completed by July 1, 2000, the Rent (as hereinafter defined) shall be abated until such time as Landlord delivers possession of the Premises with Landlord's Work completed, plus one day for each day after July 1, 2000, that possession is delayed. In the event Landlord fails to deliver possession of the Premises with Landlord's Work completed by-October 1, 2000, Tenant shall have the option to terminate this Lease by written notice thereof. B. Tax Pavments and Overatine Expenses. In addition to the Base Rental, Tenant shall pay to Landlord, an amount equal to the sum of(i) Tenant's Proportionate Share of any increase in "Tax Payments" in excess of the "Base Tax Payments" and (ii) Tenant's Proportionate Share of any increase in "Operating Expenses" in excess of the "Base Operating Expenses" (collectively, "Additional Rental"), all as fully defined hereafter. Additional Rental for any partial month shall he pro-rated as appropriate. C. Definitions i. The term "Tax Payments" shall mean for any calendar or applicable fiscal year, any form .of assessment, license fee, commercial rental tax, levy, charge or tax (other than taxes on general net income and inheritance and estate taxes) imposed by any authority having the direct power to tax, including any city, county, state or federal government, as against any legal or equitable interest of Landlord in the Premises or in the real property of which the Premises and the Building are a part. Tenant shall not be responsible for the payment of any increase in Tax Payments arising out of the sale of all or any part of the Building, now or in the future, to the extent that such Tax Payments exceed Base Tax Payments (as defined below) increased by five percent (5%) per year over the Base Year without compounding the previous year's increases. ii. The term "Base Tax Payments" shall mean the Tax Payments for calendar year 2001 (the "Base Year"). iii. The term "Operating Expenses" shall mean, for any calendar year, all expenses, costs and disbursements which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management, operation, insurance, and maintenance of the Building and Common Areas. Notwithstanding anything to the contrary in this Lease, Operating Expenses shall be determined in accordance with generally accepted accounting principles and shall not include, (i) capital expenditures or costs of capital improvements (except those which are made for the Purpose of reducing operating Building or that promote safe expense costs of the pre with safety or that may be muses or any governmental Iaw Y requ]red to comply applicable to the Buildingordinance or regulation that was not depreciated over as of the date of thus Lease, which costs, the longest useful life, shall be included in OriOperating Expenses); (ii) costs incurred ginal construction o f in connection with the accompanyingthe Building or Premises. site improvements or in connection and change in the .Building with an charges, g or Premises; ( ) interest y major g , default fees, prepayment nu , principal, late debt owed by Landlord ymeg penalties or premiums on an correcting ' including any mortgage debt; (iv) costs f defects in or inadequacy of the construction of the Building or premises v initial design or from the negligence ofLandjord, its agents, (V) expenses resulting or another tenant; (vi) legal fees ants or employees, brokers' leasing commissions, advertisingPlanners fees, real estate expenses, marketing expenses and expenses, administrative in connection promotional expenses incurred with the development or leasing Premises; (vii) costs for which L of the Building anLandlord is actuall reimbursedg or y tenant (including Tenant) or Occupanty by insurance by its c of the Buil airier or any tenant's of orb � or by loss, any bad debt loss, rent Ioss, or reserves for bad debts or else, loss; (ix) expenses of services Building Provided to other tenants in rent g which are made available to Tenant at cost or for which Tenant is separately charged; Operation of the business of (x) costs associated with the distinguishedLandlord, as the same are from the costs of Operation of the Premises or Building, including companacco defend ing any lawsuits Y accounting and legal matters, costs of syndicatin With any mortgagee g, financing, worta a costs of selling, Landlord's interest ' g ghlb or hypothecating any of m the Premises or Building, costs attorneys' fees and costs of settlement 'ud lieu (including thereof) arising from claims judgments and payments in connection with potentia] or actual cl disputes or potential disputes in respecting Landlord aims, litigation or arbitrations connection with requests to assign or costs inc benefits of angn or sublet,• erred d y on-site or above (xi) the wages and manager; (xii) the wages and benefits of any level of Building not devote substantially all of his or her timey employee who does such wages and benefits are allocated te o the Buildintr spent on operatingrunless and managing the Buildin the actual time on matters unrelated to operatin g vis-a-vis time spent amounts paid as ground rental by and managing the.Buuildin,. ( ) architectural and engineerin andlord �' xiii (xiv) costs, including costs, and other costs g fees' pernuts, license and inspection tenant • in with respect to the installation of improvements made for tenants in the Building or incurred -4- c in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building; (xv) costs paid to Landlord or to affiliates of Landlord for services in the Building, including management fees, to the extent the same exceed or would exceed the costs for such services if rendered by unaffiliated third parties on a competitive basis; (xvi) costs for which Landlord has been compensated by a management fee; (xvii) costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Building; (xviii) costs not billed to Tenant within twenty-four (24) months of when incurred; (xix) cost of services provided at no charge to other tenants or occupants in excess of services reasonably provided to Tenant by Landlord, and the cost of repairs performed for other tenants or occupants of the Building of the type which Tenant is required to perform or pay directly for under this Lease, whether or not Landlord is entitled to reimbursement therefor from such other tenants; (xx) repairs or other work needed because of fire, windstorm, or other casualty or cause insured against by Landlord or to the extent Landlord's insurance required under this Lease would have provided insurance, whichever is the greater coverage; (xxi) any costs incurred to test, survey, cleanup, contain, abate, remove or otherwise remedy hazardous wastes (including asbestos-containing materials) from the Building; (xxii) costs for which Landlord is required to indemnify Tenant under the terms of this Lease; (xxiii) all voluntary contributions to any political or charitable organizations; (xxiv) penalties, fines, late payment charges, or interest incurred as a result of the late payment of any property tax, operating expense or other cost or expense related to the ownership or operation of the Building, including mortgages, ground leases, equipment leases or other financing, unless such late payment was caused by Tenant; (xxv) capital costs for the acquisition of sculpture, paintings or other art objects; (xxvi) management fees in excess of customary and commercially reasonable management fees; (xxvii) other expenses that under generally accepted accounting principles consistently applied would not be considered normal maintenance, repair, management or operation expenses; (xxviii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or in any parking area or garage; (xxix) costs and expenses for janitorial services other than for the Common Areas; (xxx) utilities charges and expenses other than for the Common Areas; (xxxi) expenses for repairs or improvements to other tenants' leased spaces (except for normal maintenance and repairs, which shall be included in Operating Expenses); (xxxii) income or corporate taxes, capital gains taxes, inheritance taxes, taxes on rents or gross receipts, -5- Payroll taxes (except payroll taxes for e substantially alI of their employees who devote employees to the extent allocated to reflect the actual Building or payroll taxes for operating and manag the BuildingI time spent on matters unrelated to operatin vxs_a-vis time spent on taxes shall be included ' g and managing the Building, which taxes hall b i m Operating Expenses Personally owed b ), franchise taxes and depreciation of the B Y Landlord; (xxx"') any charge for the cost Of wilding or equipment (except amortization of installation Expenses or promote of capital items safe that reduce Operating governmental law, ordinance Or be required to comply with any to the Building as of the date of regulation that ��' not applicable included in this Lease, which costs shall be Operating Expenses); and With. Title In (public Accommodations) costs of compliance Disabilities Act of 1990, 42 CS Cations) of the Americans with and regulations promulgated §§ 12181-12189 and the rules the extent such act g thereto effective January 26, 1992, to Areas and roles and regulations-affect the Common the Premises, the Building, and/or the real property which the Premises and the Building P P ny of extent said regulations first become applicable area p� (except to the the date of this Lease, Which to the Building after Expenses), hich costs shall be included in Operating iv, The term "Base Operatic Expenses for the BaSe Year.g Expenses" shall mean the Operating v. Tenant's "Proportionate Share" shall be 40.29%. V1. Base Rental and Additional Rental be referred to as "Rent may be hereinafter collectively D. Books and Records. accordance with generally reco Landlord shall maintain its books consistently a gmz and acceptable accounting and records in pplied showing in reasonable detail all Tax Payments and Operating E. Statement of flax Payments and OD eratin Expenses. calendar year basis, Landlord shall Prepare agent of Landlord a Statement of Tax ep and shall have certified b Annually °Il a (the "Statetnents', Payments and a Statement of y an Officer or an showing, in reasonably condensed detail all Operating Expenses Operating Expenses for the immediatel Pa be prepared and certified Y Preceding calendar ymntsentand end of the ' and delivered to Tenant within ninety ( The Statements shall immediately preceding calendar year. ninety (90) days following the F. Time of Payments of end of each calendar year, Landlordallltir�nal al Rental. As soon as practical after the prepare and deliver to Tenant (a) "Notice of -6- t _ Additional Rental Due--Tax Payments" and (b) "Notice of Additional Rental Due-- Operating Expenses" (collectively, the "Notices"), advising Tenant of the amounts, if any, due Landlord as Additional Rental for the immediately preceding calendar year. If the initial or final Additional Rental period is less than a full calendar year then the Additional Rental for such period shall be reduced proportionately. Within thirty (30) days of the delivery of such Notices, Tenant shall pay Landlord the amounts shown thereof as due. In addition, Tenant shall pay to Landlord, monthly in advance, one-twelfth (1/12) of the amounts, if any, shown as Tenant's Proportionate Share of excess Tax Payments and its Proportionate Share of excess Operating Expenses, as reasonably estimated by Landlord, in anticipation of additional rental due for Tax Payments and for Operating Expenses for the then current calendar year, and all such monthly payments shall be credited to Tenant's rental account for the then current calendar year. In addition, within thirty (30) days of the delivery of such Notices, Tenant shall pay Landlord, for each month in the then current calendar year that commenced prior to Tenant's receipt of such Notices, an amount equal to the excesses, if any, of one-twelfth (1/12) of such Additional Rental Due--Tax Payments, and one-twelfth (1/12) of such Additional Rental Due--Operating Expenses over the monthly payment theretofore made by Tenant for such months pursuant to the provisions.of this Lease. If Tenant's advance payments under this Paragraph 4F during the preceding calendar year exceed Tenant's Proportionate Share of excess Tax Payments and/or its Proportionate Share of excess Operating Expenses as indicated on the Notices, Landlord shall reimburse Tenant the amount of such overpayment within thirty (30) days of the delivery of such Notices. If Tenant's advance payments under this Paragraph 4F during the preceding calendar year were less than Tenant's Proportionate Share of excess Tax Payments and/or its Proportionate Share of excess Operating Expenses as indicated on the Notices, Tenant shall pay Landlord the"amount of such deficiency within thirty (30) days of the delivery of such Notices. G. Gross-Up. If occupancy during the Base Year is less than one hundred percent (100%), the Operating Expenses for that Base Year shall be "grossed up" to that amount of Operating Expenses that, using reasonable projections, would normally be expected to be incurred during the Base Year if the Building was one hundred percent (100%) occupied with all tenants paying full rent during the Base Year, as determined under generally accepted accounting principles consistently applied. Landlord shall provide in the Statements required by Paragraph 4E, a reasonably detailed description of how the Operating Expenses were grossed up. Only those component expenses that are affected by variations in occupancy levels shall be grossed up. H. Audit Rights. Tenant shall have the right to audit, at its cost, the Operating Expenses and Tax Payments and Landlord agrees, upon demand, to provide Tenant reasonable access to all of Landlord's books, documents, records, papers and files relating thereto, which Tenant shall have the right to audit, review, and copy. In the -7- event such audit reasonably determines a Landlord shall refund such discrepancy in the amount amount, plus interest at the rate of Pard by Tenant, within arty (30) days after receipt of notice from Tenant, twelve Percent (1nan than four percent (4%) of the as If discr ' greater Share of increases in Operating Sgregate amount paid by Tenant for its Proportionate reimburse Tenant for the costs of s ch audit xpenses r Tax Payments L andlord shall additionally I. Call. Notwithstanding an yth- event will Tenant's actual share of operatingmg contained herein to the contrary, Lease Term, or anExpenses for any calendar year m no OperatingY extension thereof, exceed what it would have been if Controllable Expenses (as hereinafter de question (as adjusted wed) for the Building for the calendar year in the Controllable pursuant to this Paragraph 4) were five Percent 5/o calendar Operating Expenses for the Building P ( % ) greater than year (as adjusted pursuant to this Paraora h for the immediately preceding "Controllable Operating Expenses " P 4), on a non-c Expenses which are wi as,used in this Para emulative basis. Landlord's reasonable control, which refeexcludesrs to all �erating limitation, Tax Payments, utility costs and insurance expenses. without The following example is for used are simply round numbers which do not beases r an only. The dollar amounts Building. Assume the operatinganY relation to actual cost figures for for the Building Expenses (as adjusted pursuant to Controllable OPin the Base Year (2001) are $1,000,000 this Paragraph 4) erating Expenses and $100,000 are not Controllablewluch $900,000 are Assume further that in 2002 Operating Expenses (as adjusted $1,100 000 Operating Expenses. 4) were of which $990,000 were Controllable pursuant to thus Paragraph $110,000 were not Controllable Op operatin Operating Expenses, for crating Expenses. g Expenses and Purposes of calculating Tenant's obligations for 2002 Would be capped at $945,000 (a S%o increase event, Controllable over for 2001 would be deemed to be the Prior year). Thus, total Year 2002, Tenant would a $1,055ord ,000 ($945,000 plus $11p,O perating Expenses Operating Expenses, as so calculated, over the Proportionate eon aetee Share of $55,000) For calendar the increase in ar Operating Expenses. J• Late Payments, is not received within ten �) da any installment of Base Rental or an been delivered to Tenant (without in an ys after 'written notice of such y additional rental y way implying Landlord'soconsenptosh shall Payment), Tenant, to the extent e installment of Rent, a latepaymentp rmitted b law, agrees to pay, in addition to such installment, it being charge equal to five percent (S%) of the reimbursing Landlord understood that such late payment charge shall be for the past due g for the additional costs and expenses which Landlord presently expects to incur in connection with the h Propose of Notwithstandinghandling and processin P ntly the foregog, the late payment char e g of late payments. 00%) if Tenant becomes responsible for a Late g shall any consecutive pa increase to ten percent twelve (12) month Period. payment charge more than twice during Tenant two (2) such notices during P Additionally, once L more than one failures to a � any twelve 12 Landlord has given ( ) month period (whether as to one or thereafter said latepaymentP Y)' Landlord shall not be required to charge ten percent (10%) of an give further notice and Y past due installment) shall -8- be due and payable if any installment of rent is not received within five (5) business days after the date due. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any other rights or remedies granted hereunder unless such default is otherwise cured within the time period provided in this Lease. In addition to the late payment charge provided above, all Base Rental and Additional Rental hereunder, if not paid within thirty (30) days of the date due, shall, at the option of Landlord, and to the extent permitted by law, bear interest from the date due until paid at the lesser of(1) the rate of twelve percent (12%) per annum and (2) the maximum rate of interest then permissible for a commercial loan to Tenant in the State of Texas (the "Default Rate"). 5. Permitted Use/Point of Presence/Collocation. Tenant may,use, occupy and operate the Premises for any lawful use, including without limitation, the installation, expansion, operation and maintenance of equipment necessary to operate its telecommunications business as well as general and executive offices and any other uses permitted by the applicable zoning code, provided, however, with respect to any other use not related to the telecommunications business, Landlord's prior approval shall be required, which approval shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, Tenant shall have the right, at no additional charge or rent, to install, operate, expand, add to repair and maintain its fiber-- tic cable and related e ui ment m orizontal and vertical shafts, risers and pathways to the Building for the purpose of(i) providing telecommunications services (installation of a point o presence) to other occupants in the-Buildiiig, and (n) interconnecting telecommunications equipment of Tenant, its customers or ve ut the Building and surrounding ounds. Tenant's foregoing right to use horizontal and vertical shafts, risers anpa ways to the Building shall be non-exclusio Tenant shall have the right to market its services to other tenants in the m g but no other occupant of -the Building shall have any obligation to use Tenant's telecommunications services). Tenant agrees at all times during the Lease Term and any extensions thereof to comply with all applicable laws affecting the use of the Premises. Landlord acknowledges and agrees that Tenant's contemplated use of the Premises shall include the installation, operation, maintenance, repair and replacement of telecommunications equipment and related facilities by Tenant's customers and vendors (the "Collocates"). The Collocates shall be entitled to use the Premises at no additional charge and without requiring the consent of Landlord. The Collocates shall have the right to bring fiber and related facilities into the Premises through the con [nits space utilized by Tenant at no additiona�arge and without requiring the consent of Landlord. However the Colloca e ri ht to interconnect to other tenants,in-the without the prior written consent of Landlord,which consent s a no e unreasona y wit eld, con honed or Lye . It is acknowledged and agreed that Landlord does not ave any erect contractual relationship with the Collocates or responsibility for the actions of the Collocates in the Building. Tenant shall be responsible for all actions of any 'such Collocates. Nothing in this Paragraph 5 shall Limit Landlord's rights or Tenant's other obligations under this Lease. Without limiting the generality of any other obligation (including any other indemnity obligation) of Tenant under this Lease, Tenant shall indemnify, defend and hold harmless Landlord and Landlord's partners, owners, employees and agents from and against all liabilities, obligations, -9- damages, claims, suits, losses, causes of action, liens judgments costs, reasonable attorneys fees) of any and expenses (including connected to any act o y kind, nature of description resulting b court mission or negligence of an from °r m any way to the equipment of Y Collocates or from or in shall survive any Collocates located within Leased Premises. The foregoingy ay.connected the termination of this Lease, indemnity 6. Landlord's Covenants I Tenant's Covenants, A. Landlord Covenants. Landlord covenants that: it is the owner of the real at all times during t° the extent within Landlord's reasonable control, the Premises b the Lease Tenn and any extension thereof will have unobstructed ingress and egress to the entrance of the Premises and a public street or highK.ay; Landlord h and capacity to make this Lease as full power Landlord in the condition described -inTpnant' the Premises and Building, as delivered by covenant on Landlord's ara�aph 1 hereof (but without representation or Part with respect to the Premises and Building to the extent altered by Tenant's Work (as defined in Exhibit"C,� Tenant, and the compliance or non-corn li ) or any other improvements or alterations rules, regulations and requirements), now comply, with applicable made by pp ' able laws, ordinances, orders, Tenant will comply, orn 1 P Y� and at the time of delivery P Y, with all laws, ordinances, orders, rules, re �' °f Possession to federal, state, municipal and local governmental dations and requirements of all whatever the nature of pa such same g ental bodies exercising )unsdiction thereover, Americans With Disabilities Act as amended, environmental rules and provided below) Tenant shall not be liable or responsible to assurathat th�P1e complies with the same nor for any latent defects in the Premises )' and (except as delivery of-possession to Tenant, shall be free from Hazardous Materials a Premises or Building or Building; the Premises, upon including without limitation, -asbestos, lead-based paint and ( s hereinafter defined Landlord covenants and agrees: to use its best efforts to avoid t underground storage t )� adversely affect Tenant's use of or business operations within ae zz' Y itanks. limited to Y p � an actions which might an actions which might adversely affect the Premises, including but not telecommunications equipment; to provide Tenant with at least fo -eio Y Tenant`s fiber optic cabling or written notice if, notwithstanding Landlord's best efforts L � �ht 48 might adversely affect Tenant's use of or business operations within ( ) hours prior withind must take an action which coordinate and reasonably cooperate with Tenant to mini thin the Premises• to Tenant's use of, or business o eratins mall events Minimize any cessation or degradation of reasonably practicable as may P within, the Premises; to take such actions as soon as y be necessary to correct or cure any acts, events or circumstances Which may have adversely affected Tenant`s use of or business operations w' and for which Landlord is otherwise obligated under this Lease the Premises twee within the Premises ty-four (24) hours a da , and to allow Tenant access to that Tenant, upon the complete Y, seven n) days a week. Landlord further covenants obligations under the Lease,, shall peacefully payment t] rent and performance of Tenant's other the Premises throughout the Lease Te Y and quiet] have, hold and enjoy the Occupancy terminated in accordance with its pro rm and any erten ions thereof, or until this Lease isooner y disturbance. Landlord shall not store or use Hazardous aterias in, at, O , Building.or land upon which the Building is located, exceptlas necesn or under the Premises course of Landlord's business, and then only in accordance with applicable ary for use in the ordinary PP ble laws, regulations and -10- ordinances. Landlord shall remove and abate, at its sole cost and expense, in accordance with all applicable laws and regulations, any contamination caused to the Premises, Building or land upon which the Building is located by Landlord's or Landlord's employees', contractors', or agents' introduction, storage or release of Hazardous Materials at the Building or the land upon which the Building is located. Without limiting the generality of any other obligation (including any other indemnity obligation) of Landlord under this Lease, Landlord shall indemnify, defend and hold harmless Tenant and Tenant's officers, directors, owners, employees, and agents from �0,A�f� and a st damages, claims sults, losses causes of action, ens, J;o { judgments and expenses (iglu hng court costs and reasonable attorneys' fees) of any. kin , nature or description resulting from the introduction of Hazardous Materials in, at, o_ nor under qI gmises.Building or land upon which the Building is located through actions of Landlord or its agents, employees or contractors. The foregoing indemnity shall survive the termination of this Lease. B. Additional Tenant Covenants. Tenant, at Tenant's sole cost and expense, shall comply with all current and subsequent federal, state, municipal and other laws and ordinances applicable to the use of the Premises and the business conducted in the Premises by Tenant, including, without limitation, all environmental laws and regulations; will not engage in any activity which would cause Landlord's fire and extended coverage insurance to be canceled or the rate increased (or, at Tenant's option, Tenant will pay any such increase); and will not commit any act which constitutes a nuisance to Landlord or to other tenants in the Building or which will, in the reasonable judgment of Landlord, appreciably damage Landlord's goodwill or reputation. Without limiting the foregoing, Tenant shall not place or permit to remain within the Premises any Hazardous Materials, except cleaning supplies, copier toner or other similar type products commonly found in commercial office space, and batteries and diesel fuel used in connection with Tenant's business,provided such items are properly labeled, stored and disposed of in accordance with all applicable governmental requirements. Without limiting the generality of any other obligation (including any other indemnity obligation) of Tenant under this Lease, Tenant shall store and use any batteries, diesel fuel and any other Hazardous Materials in a safe manner in compliance with all applicable laws, regulations, rules and restrictions, shall not permit any diesel fuel or other Hazardous Materials used by Tenant at the Building to create odors or other toxic fumes that disturb other tenants of the Building or occupants of neighboring buildings or that violate applicable laws, regulations, rules and restrictions. Tenant shall remove and abate, at its sole cost and expense, in accordance with all applicable laws and regulations, any contamination caused to the Premises or otherwise to the Building by Tenant's or Tenant's employees', contractors', agents', invitees', or licensees' introduction, storage or release of Hazardous Materials at the Building or the land upon which such Building is located. Without limiting the generality of any other obligation (including any other indemnity-obligation) of_ Tenant under this Lease, Tenant shall indemnify, defend and hold harmless Landlord and Landlord's officers, directors, owners, employees, and agents from and against all liabilities, obligations, damages, claims, suits, losses, causes of action, liens, judgments and expenses (including court costs and reasonable attorneys fees) of any kind, nature or description resulting from the introduction of Hazardous Materials in, at or under the Premises, Building or land upon its agents, employees or which the Building is located through the actions of Tenant or -11- contractors; provided, however, Tenant shall not indemnify Materials which exist on, in or under the Premises, demniBuildioandlord for releases of Hazardous located at the time of the execution of this Lease, or which wee introduce and upon ch the Building is Building or the land upon which the Buildzn d to the Premises, its agents, employees or contractors. The foregoing indemnity other tenant or by Landlord or this Lease. ty shall survive the termination of Tenant will comply with any rules and regulations of the Building reasonably altered by Landlord from time to time and contractors, invitees and gas adopted and from to do so. will cause all of its agents, employees, by Landlord to Tenant in changes to such rules and regulations will be sent hereto as Exhibit 11 �� ting' The current rules and regulations for the Building are attached changes are co riles and regulations shall be e communicated to Tenant in writing are reasonablyp matted only if such Practice and usage in similar buildings in inconsistent with the Lease g m the city where ccupa the Building is located,d,common of any conflict between said rulespand°regal tions andall tenants and othe other of the Building. other provisions of this Lease shall control. TO the extent r provisions of this Lease, the The cove nants of Other covenants set forth in otherprovisz ns of thisant setLease forth m this Para graph 6.B are in addition to �' C• Definition of Hazardous "Hazardous Materials" shall mean all hazardous or toxicamaterials orsubstances °f been determined to be hazardous to health or the environment under an this Lease, state or Federal law, rule or regulation,health or the but not which have in the ResourceY applicable city, county, Conservation including, limited to, hazardous waste as defined Comprehensive E and Recovery Act; hazardous substances as de Su erftuid mergency Response, Compensation and Liabilityfined in t% P Amendments and Reauthorization Act; gasoline or any otherpetroleumrod amended by in the by-product or other hydrocarbon derivative; toxic substances regulated b Control Act, insecticides product or Fungicide, , fungicides, or rodenticides re bythe Toxic Substances >� , and Rodenticide Act; dated by the Federal Insecticide, regulated by the Clean ; asbestos, radon and other toxic or hazardous air water pollutants regulated b Act, as ended; substances determined to be hazardous toxic chemicals regulated b Y the Clean Water Act, as amended; and toxic or hazardous statute, act, regulation orhrule shall include am ndments a nal Safety and Health Act as amended. References to any s they are made from time to time. 7.materialman's lien to stand against the peasant shall not e Premises for any labor ortma any mechanic's laborer's or claimed to have been furnished to Tenant in connection with work of an chara�t ed e Tenant or claimed to have been performed on the Premises b or at Y ter performed or ll indemnify, defend and hold LandlordY the direction of Tenant and shall shall pay all contractors and and the Premises harmless therefrom. materialmen so as to Tenant promptly the Premises. Tenant in good faith may contest tnheyaliditheo Possibility of a Lien attaching to contesting, shall not be obligated to a �' Y liens so fled and, if so adjudged valid by the final judgment pay °r discharge any such lien until the same has been 1 anent oll a court of competent jurisdiction; provided, that the interests of Landlord in the premises shall be fully protected against such Iien during the period -12- ' C° i of any such contest through required bonding or otherwise. If any such lien is claimed or attached to the Premises or the Building and not discharged by payment, bonding or otherwise tion to any within forty-five (45) days after receipt of written n buteshalmn t beoo hg ted in dscharge the other right or remedy of Landlord, Landlord may) same. Any amount paid by Landlord for the aforesaid purpose shall be paid by Tenant to Landlord on demand as additional rental and bear interest at the Default Rate until paid. 8. Landlord's Services. A. Landlord's General Services. Landlord shall provide the following services: i. Heat, air conditioning, ventilation, water and electricity in the Common Areas of the Building Monday through Friday from 7:00 a.m. to 6:00 p.m. and Saturday from 7:00 a.m., to 1:00 p.m., excluding Sundays and New Year's Day, Memorial Day, Independence Day, Thanksgiving and Christmas; and ii. Customary cleaning and janitorial services in the Common Areas Monday through Friday, excluding holidays set forth above. Janitorial services shall be .provided in.a manner equivalent to other comparable office Buildings in the area in which the Premises are located. iii. Normal passenger elevator service .and normal _freight elevator service (without operator) in common with Landlord, or other tenants and visitors to the Building, Monday through Friday 7:00 a.m. to 6:00 p.m. and on Saturdays from 7:00 a.m. to 1:00 p.m-, Sundays and the above mentioned holidays excepted. B. Additional and After-Hour.Services. To the extent not otherwise metered, if Landlord furnishes services or utilities requested by Tenant in addition to those listed in Paragraph 8A or at times other than those stated in Paragraph 8A, Tenant shall pay to Landlord for Landlord's actual cost to provide such services and utilities, without an additional administrative fee, on the due date of the next monthly installment of Base Rental at a commercially reasonable rate per hour. C. Delays in Furnishing Services. If, as a result of any failure to furnish or delay in furnishing any of the services described in Paragraph 8A for which Landlord is responsible, which failure is caused by or within the reasonable control of Landlord and is not caused by Tenant or its employees, agents, contractors, subtenants, licensees or invitees, the Premises are rendered substantially untenantable and Tenant does not occupy the Premises due to such untenantability, then, commencing upon the date when the Premises became untenantable, all Rent shall abate for the duration of such untenantability until Tenant is able to rcsumc or does resume occupancy of tFe remise . Tenant agrees that Landlord shall not be liable for damages for failure to furnish or delay u ftrnls g any service i attnbuta 1e to any o t e causes described in Paragraph 24. It -13- is acknowledged, however, that 'Tenant, and not Landlord, is responsible for obtaining and paying for most if not all of the essential services to the Premises, and without limiting the generali of this Paragraph, a failure of interruption of any of such services for which Tenant is responsible shall not trigger an abatement of rent unless said failure is caused by the negligence, omission or iu representatives, agents, contractors licensees, invitees misconduct visitors.Landlord, its employees, D. Tenant Responsibility for Services. herein to notwithstanding all utilities will be separately metered to thAnything P emises and billed directly to Tenant, and Tenant shall be solely responsible to pay the cost thereof. Tena Y responsible for installation of separate meters for said utilities. Additional) Te t shall be be responsible for its own janitorial service for the Premises. Landlord shall have no Additionally, Tenant shall responsibility or liability for any failure or interruption in such services unless said failure is caused ve the negligence, omi ;oii or misconduct of Landlord, its employees, representatives, agents, contractors is gees, invitees or visitors, 9. Maintenance and Re.r-air, A. Maintenance, Except for the obligations of Tenant set forth below, L Iord Shall and make repairs and replacements to the Building d the Premises, at andlord's cost and ex ense. Such obligations of Landlord shall include all .,6PArepairs, replacements or a terations required in or around the Building pursuant to the , now or in the future, except to the extent Tenant is hereinafter obligated to erfo such ADA work by this paragraph 9.A Tenant, at its cost and expense steal P rm maintain the Specialty Equipment (as defined in the Work Agreement), the interior of the 1 keep and Premises (including all late lass P g windows and doors),t the heating, air conditioning, lighting, Plumbing, electrical and sewer systems within the premises, and all alterations made by Tenant (including the Tenant's Work) in good order,Provided, that Tenant shall not be obligated to make any repairs necessitated d b daition and mair, from fire, flood, the elements or any other Y ge or Tenant's employees, contractorscasualty, except to the extent caused by Tenant , agents, invitees, licensees or visitors. Such obligations of Tenant shall include all repairs, replacements or alterations required in or around the Building pursuant to the ADA., now or in the fu interior of Premises, Tenant's Work trite, th respect to the Tenant at the Building. ' and any °flier improvements or alterations made by Tenant, at its cost and expense, shall repair or replace any damage to the Building to the extent caused by Tenant or Tenant's employees, agents, contractors, subtenants, licensees, invitees and visitors. Landlord agrees to keep the sidewalks and Parking adjacent to p ' P g areas ad' the Premises free of snow, ice and debris. Tenant agrees to keep the hallways adjacent to the Premises free of any tempora or moveable obstruction and to keep the Premises free from trash and debris. temporary B. Return of Premises. Upon the expiration or termination Tenant shall surrender the Premises to Landlord in good orde , dition as repair, except for (a) reasonable wear and tear and any other casual �) damage from fire P ' casualty, Tenant shall remov °d there elements or HVAC equipment and other equipment located ed at the Buildin -_ gcner2fQr� �11P� C�f1't^OP Pn (and any contamination -14- S caused thereby) within sixty (60) days after the expiration or termination of this Lease and will repair any damage caused by such removal. All other alterations and improvements (not to include Tenant's trade fixtures, equipment, or personal property) within the Premises shall, immediately upon installation, be deemed the property of Landlord and shall be surrendered with the Premises at the termination or expiration of this Lease, without payment or compensation therefor. If, however, Landlord so requests in writing contemporaneous with its approval of Tenant's plans under the Work Agreement attached hereto as Exhibit "C," Tenant will, at Tenant's sole cost and expense, no later than sixty (60) days after expiration or termination of this Lease, remove any alterations installed by Tenant or installed by Landlord at Tenant's request in the Premises and which Landlord designated in writing to Tenant as being subject to removal at the time of approval. Tenant, at its expense, will repair any damage caused by such removal. 10. Insurance. Tenant, at its expense, at all times during the Lease Term and any other period of occupancy of the Premises by Tenant, shall provide and maintain with respect to the Premises Commercial General Liability insurance in form customarily written for the protection of owners, landlords and tenants of real estate,with Landlord as an additional insured, which insurance shall provide coverage of not less than $2,000,000.00 for bodily injury and property damage. Any insurance required to be maintained by Tenant may be provided through a blanket policy covering the Premises and other properties. Landlord, at its written request, shall be furnished with appropriate certificates evidencing that such insurance is in force and that Landlord (and any mortgagee designated by Landlord to Tenant in writing) is named as an additional insured thereunder. The policies for all such insurance shall provide that they not be canceled without at least thirty (30) days prior written notice to Landlord (and any mortgagee designated by Landlord to Tenant in writing). 11. Hazard Insurance. Landlord at all times during the Lease Term and any other Premises b Tenant shall provide and maintain, at Landlord's,, IX- period of occupancy of the Y g providing expense, comprehensive fire insurance with extended coverage insuring the Building, p g � such level of coverage and insuring agamst such risks as are customarily maintained with respect to comparable Buildings in the market in which the Premises are located. Such insurance shall be maintained by Landlord (as a part of the Operating Expenses), and payments for losses dlord or the moyagees of Land e to:as th aninterests thereunder shall be made solely to Lansubsequent appear. If insurance premiums for the Building increase improvements made by Tenant to thePremises improvements vrequest, to or (2} as a�reosult of nly in accordance with this Lease) or mad b y Landlord at Tenant Tenant's particular use of the Premises, Landlord may elect to invoice Tenant directly for such increased premiums rather than including same in Operating Expenses, in which event Tenant will pay such invoice within thirty (30days of receipt. Notwithstanding the foregoing, Landlord to the shall not be required to maintain insurance with respectnstalled or laced in ors Work on the Prer any amise made by Tenant or any equipment, fixtures or system P or Building by Tenant. 12. Electric. Landlord shall use commercially reasonable efforts (but without cost to Landlord) to assist Tenant in bringing direct electrical service to the Premises and said electrical -15- C' Service shall be dedicated solely for Tenant's use, under separate cost and expense, shall install a separate electricity Prate meter to Tenant. Tenant, at its and/or Tenant's Special Equipment. tncity meter for power provided to the Premises and Tenant shall be billed directImb t• Tenant shall have the right to choose its power provider, electricity usage of the Special Y y the provider for the electricity usage at the Premises during the Lease Term or anE to went. and/or q P If Tenant requires additional capacity at any time efforts Y extension thereof, Landlord shall use (but without cost to Landlord commercially reasonable requirement from the ) to assist Tenant in securing the additional power Providing additional Power provider and to the extent available additional space provided e for additional capacity, without cost to Landlord, P tY at no additional charge to Tenant for such 13. SZ�age. To the extent have the right to install its customary Permitted by applicable laws and ordinances, Tenant shall Of the Building.and the Premisesignage in or upon the Building, within Building in proportion to the which signage the mem entrance shall be shared with other tenants of the NotwithstandingY percentage of the total Building square footatr an other provisions herein, all signs installed b �e occupied by Tenant. applicable Laws and ordinances y the Tenant must comply written approval shall not be and must have the prior written approval P Y with unreasonably withheld of the Landlord, which display Tenant's name on the Co conditioned or delayed. fashion as the other tenant's na Comes m on Areas sign at the enti entrance of the Building lord agrees to displayed, at Landlord's cost and expense. g m the same 14. Trade Fixtures. Tenant may, extension thereo Y, from time to time during Premises install, maintain, replace, repair, ex the Lease Term or any and remove therefrom such trade expand, construct and Operate business operations, including but not fixtures as it may deem necessaryP mor upon the not affect the s limited to the Special °r appropriate to its structural portions of the Premises; provided, It Equipment, so longas s the Premises by the installation, use h removal of an erne does Y damage which may be caused to by Tenant at its expense forthwith upon Y of Tenant's trade fixtures shall be repaired fixtures installed by Tenant shall be subject o the rreemoval equireme oval of any such trade fixtures. Any trade Tenant shall have the right to nts of Paragraph 9B hereof. install its electrical generator and related fuel tank in the Premises in the locations set forth on Exhibit «E,» and Tenant shall mechanical cooling system on the roof of the Building have the right to install its Landlord shall provide the space on the roof for Tenant's cooling s st connections to the Premises, at no additions g m the location set forth on Exhibit �zF.,,, --- 1 charge or rental to Tenant.m, including its necessary 15. Alterations By Tenant. Lease Term or anTenant, at its expense, may,y extension thereof, Y, from time to time during the Premises as it deems appropriate make such nonstructural alterations to the interior of the Pp priate to its business o erations without-Landlord's consent; rovided that aIT such aTfe ar t ons shall be com feted in a ood and workman with applicab e aws an ordinances ' Impair e s ructura soundness ofcthe(Prerruses, Tenant without hke manner, in compliance whatsoever to t e extenor of the Premises Lunttation, the ADA), and shall not shall make no additions or alteration elements of the BuildOut or to an Buildings stems or to s structure be unreasonably withheldoni °Ile r�Or en consent of Landlord which conse by Tenant ca t all e wire nt shal no ny a commercial liability (including builder's risk) insurance Contractors used Policy in such -16- amounts as Landlord may reasonably require in such amounts customarily maintained by contractors within the market in which the Building is located and provide proof of such insurance to Landlord prior to the commencement� subjecto the removal y alterations equirech ments of Paragraph ire the consent Of Landlord. Any alterations by Tenant s 9B hereof. ify 16. Mutual Indemnific Tenant against and to defend and ho d Tenantiharmless from;litvany and ll�laimsees and demanto ds of aence of any third party arising from or based upon any alleged act, omission or ne land hold harmless or Landlord's agents or employees; Tenant to employees,o�ees,land agents harmless frorr� any \ Landlord and Landlords officers, directors, arising from or based upon any alleged act, and all claims or demands of any third party b omission or negligence of Tenant or Tenant's agents, employees, contractors, subtenants, licensees or invitees, or in any way from the conduct of Tenant's business within the Premises or Tenant's use of the Premises or other areas of the Building (including Tenant's use of other areas of the Building as contemplated in Paragraphs 47, 48, 49 and 50 hereof). In the event that either P party shall, without_fault on its part, be made a party to any litigation commenced by any third party against the other party, then such other party shall protect and hold the innocent party harmless from and with respect to such litigation and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by the innocent party in connection with such litigation, together with any judgments rendered against such innocent party. Neither Landlord nor Tenant, nor any of their respective employees, agents or contractors shall be liable under any theory of liability to the other for indirect, special, incidental, remote, or consequential damages arising under or in connection with this Lease. 17. Waiver of Claims; Waiver of Subrogation. Each party hereto hereby waives any and all claims for recovery which such party or anyone claiming through such party may have against the other party hereto (or such other party's officers, agents or employees) for or with respect to any loss of or damage to such waiving party's property which is (i) insured under valid insurance policies, to the extent of any recovery actually collectible under such insurance policies, or (ii) required by this Lease to be insured, to the extent any recovery would be collectible if such insurance policies were obtained and maintained as required by this Lease, whether or not such loss or damage is caused by the negligence of such other party or such other party's agents, employees, subtenants, concessionaires or licensees or of any other person or persons for whose actions such other party may be responsible or liable. Landlord and Tenant each agree to obtain from the insurance companies providing its insurance applicable hereto permission to allow Landlord and Tenant to waive their respective insurance companies' rights of subrogation. Landlord and Tenant shall each provide to the other written proof of the waiver of said claims by said insurance companies. The failure of either party to take out or maintain any insurance policy required under this Lease shall be a defense to any claim asserted by the defaulting party against the other party hereto by reason of any loss sustained by the defaulting party that would have been covered by any such required policy. The waivers set forth in the immediately preceding sentence shall be in addition to, and not in substitution for, any other waivers, indemnities, or exclusions of liabilities set forth in this Lease. -17- C5 18, Entry By Landlord. reasonable hours, upon reasonable Landlord shall have the rig prior notice right to enter the Premises at all for the purpose of inspecting and accompanied by a representative of Tenant, that such en g the Premises or for the purpose of try shall not unreasonably interfere making repairs thereto;Provided, determined by Tenant in its sole discretion. Fora eriod e Conduct of the Landlord may have reasonable access Tenant's business as P mmencing six (6)months prior to the termination of this Lease, r Of exhibiting the same to prospective tenants thereof, to the Premises for the purpose 19. Damage B Casualtv. If the Premises or an fie or other casualty, Tenant shall give y P� thereof shall be d Buildintr shall be sod gl Prompt written notice thereof to Landlord. amaged by damaged by fire or other casualty to the extent of fi In case the • more, in the reasonable judgment not the premises shall havdgmentd f an independent architect selected b percent (50%) or under a damaged by such fire or other casual y Landlord (whether or first mortgage or first deed of casualty), or if an rt insurance proceeds a trust covering the Building should require gathe payable as a result of such fire or other casualty be used to retire the mortgage debt, or in the event of the occurrence of a casual insurance carried by Landlord or the insur insurance required to be carded tY which is not terms of Para an qinsured under Paragraph 11, Landlord may, at its option, terminate this easLandlord b dIord pursuant to the writing of such termination within forty-five event the Rent hereunder shall be abad aso(f the datedays ofs hh date of such d�e Tenant in hall be so damaged b a ' m which reasonablejudgmentay fire or other casualty to the extent of fifty amage. In case the Building of an independent architect selected ftY Percent (50%) or more, in the Premises shall have been damaged by such fire or other casualty),Landlord (whether or not the terminate this Lease by notifying Landlord in Tenant may, days after the date of such damage, writing of such towithiny, at its option, date of such damage, g ' m which event the Rent hereunderi ha 1 babated asforty-fiofthe if neither Landlord nor Tenant elects to terminate Practicable, but no more than six this Lease commence to re sixty (60) days after the date of such damage, s Soon as Pte' and restore the Building and shall proceed with reonable dilioenc hall restore the Building to substantially the same Condition which it was happening of the fire or other casual 9 e to repair, or replace ancasualty, except that L mediately prior to the Y part of Tenants Landlord shall not be required to rebuild, Premises made b furmtirrl fixtures and equipment or any alterations to the work an am o y Tenant' and Landlord shall not in any event be required to spend for such writ in excess of the insurance proceeds actually ch Landlord then carries and m ally received b or other casual 1 Mains insurance as required b p y Landlord (provided casualty Plus any deductible amounts thereunder. y Paragraph 11) as a result of the fire required to rebuild, repair, or replace the Tenant's Work(s defined inAdditionExhibit Landlord shall not be Of time that Landlord shall have to make such repairs hereunder shall in `�C" of one hundred eighty )• The length then ghty (180) days after the date of such damag event exceed a period Pairs within said one hundred ei ht �e If Landlord fails to complete written notice thereof to Landlord g y (180) day Period, Tenant may which such one h given no later than fifteen I S y terminate the Lease by undyed eighty 180 da ( ) days following the date on rights necessary to cause Landlord( ) Y Period expires or Tenant to complete such repairs• may exercise any and all -18- Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof except that, subject to. the provisions of the next sentence, Landlord shall allow Tenant an g the time and to the extent the Premises or portions thereof are equitable abatement of Rent durin unfit for occupancy and Tenant is not conducting normal business operations from such portions of the Premises or access to the Premises has been materially impaired. If the Premises or any other portion of the Building is damaged by fire or other casualty resulting from the intentional acts of Tenant or any employee, officer, contractor, agent, subtenant, licensee or invitee of Tenant, the Rent hereunder shall not be abated during the repair of such damage, and Tenant shall remain liable for the payment thereof. 20. Bankruptcy. The filing by or against Tenant of any petition in bankruptcy, or the adjudication of Tenant as a bankrupt or insolvent, or the appointment of a receiver or trustee to take possession of all or substantially all of the assets of Tenant, or the making of a general assignment by Tenant for the benefit of creditors, or any action taken or suffered by Tenant under any state or federal insolvency or bankruptcy act, or the levy of execution or attachment against Tenant's interest in the Premises, and the continuance of any of the same for a period of ninety (90) days, shall constitute a breach of this Lease forthwith upon written notice to Tenant. The parties understand and agree that neither this Lease nor any interest herein or hereunder,nor any estate created hereby shall pass by operation of law under any state or federal insolvency or bankruptcy act to any trustee, receiver, assignee for the benefit_of.creditors or any other person whomsoever without the express prior written consent of Landlord. Any purported transfer in violation of the.provisions of this paragraph shall constitute a breach of this Lease; and m such event, Landlord may, at its option, with written notice, exercise its remedies set forth in Paragraph 25A. 21. Holding Over. Provided Tenant is not in default under the terms and conditions of this.Lease,Tenant shall have the option to continue this Lease on a month-to-month basis (the "Holding Over Period") commencing upon the day after the date on which the Lease Term or the term of any extensions granted under this Lease expire. The Base Rental for the first two (2) months of the Holding Over Period shall be 100% of the Base Rental in effect at the end of the Lease Term (or any Renewal Term), payable on the first day of each month. Thereafter,.Base Rental for the Holding Over Period shall be 150% of irst da of e Baseanh montental in h. at the Holding Over nd of the Lease Term (or any Renewal Term), payable on they Period shall otherwise be subject to all the terms and conditions of this Lease. This option shall be effectuated by Tenant notifying Landlord in writing of Tenant's decision to exercise said option not less than forty-five (45) days prior to the end of the Lease Term (or any Renewal Term),without the execution of a new lease. 22. Waivers. One or more waivers by Landlord or Tenant of a breach of any covenant or condition by the other of them shall not be construed as a waiver of the subsequent breach of the same covenant or condition, and the consent or approval by Landlord or Tenant to or of any act by either requiring the other's consent.or approval shall not be deemed to waive or render unnecessary either party's consent to or approval of any subsequent similar act by the other party. -19- 23. Notices. All notices or other co herein shall be in communications which are re,qui or e writing and deemed sufficiently given if delivered b q Permitted mail, postage prepaid, return receipt requested y (i) Certified or registered company (examples include Federal Express, , (u) by recognized overnight delivery service facsimile (for which electronic co p ' Airborne Express, and UPS), or iii b via certified �rmation of receipt is obtained) followed b a hard copy mail or by overnight delivery as set forth above addressed to: y sent Ift_ o_ Ten Lease Administration - T MCI WorldCom 3rd Building, 3r'Floor 500 Clinton Center Drive Clinton, MS 39056 Facsimile Number: 601-460-8485 With a___copy to: Director, Real Estate MCI WorldCom 6929 N. Lakewood Ave. Mail Drop 5.2-313 Tulsa, OK 74117 Facsimile Number: 918-590-5617 If to Landlord: Ft. Worth Telco Center Limited VP, Development5950 Berkshire Lane Suite 800 Dallas, Texas 75225 Facsimile Number:214-696-8422 or at such place or to such agent as the parties may from time to time designate in writing. Any notice given hereunder shall be deemed delivered when, if sent b receipt is signed or refusal to accept the notice is noted thereon or, if sent bail, the return overnight co overnight crier when the notice is actually delivered or refused as reflected in the courier company's delivery y recognized ry records or if sent via facsimile upon receipt of confirmation b that the facsimile has been received recipient via certified mail or oversht(provided hard copy of the facsimile y r e sender g smile is delivered to the Landlord agrees that all correspondences and notices from Landlord to Tenant �` within three (3) business days thereafter). reference to Tenant's internal lease number assigned to this Lease by Tenant follows under this Lease Of this Lease (the "Lease Number," as shall be set forth in the ng execution Agreement). Commencement Date 24. Delays in Performance. The performance by Landlord rent or any other sums of move Ings provided for in and Tenant of any of their respective obligations or undertakings this Lease (except the payment of y payable by Tenant under this Lease) shall be excused and no C_'' default shall be deemed to- exist in the event and so long as the performance of any such obligation or undertaking is prevented, delayed, retarded or hindered by an act of God, fire, earthquake, flood, explosion, action of the elements, war, riot, failure of transportation, strikes, lockout, action of labor unions, condemnation, laws, orders of government or civil or military authorities, inability to procure labor, equipment, facilities, materials or supplies in the open market, or any other cause beyond the control of Landlord or Tenant, as the case may be. 25. Default. A. Tenant Default. The following events shall be deemed to be events of default by Tenant under this Lease (hereinafter called an ".Event of Default"): (1) Tenant shall fail to timely pay any Rent and such failure shall continue for a period of ten (10) days after written notice of such default shall have been delivered to Tenant; provided however, once Landlord has given Tenant two (2) such notices during any twelve (12) month period (whether as to one or more than one failures to pay) it shall not be required to give further notice during the twelve (12) months immediately following the date on which the second notice was delivered and the failure or refusal by Tenant to timely make any payment of Rent when due hereunder within said twelve (12)months following such second notice shall be an Event of Default without ftu-ther notice; (2) Tenant shall fail to comply with any provision of this Lease not requiring the payment of Rent, all of which terms, provisions and covenants shall be deemed material, and such failure shall continue for a period of thirty (30) days after written notice of such failure is delivered to Tenant or, if such failure cannot reasonably be cured within such thirty (30) day period, Tenant shall fail to commence to cure such failure within such thirty (30) day period and/or shall thereafter fail to prosecute such cure diligently and continuously to completion. (3) A receiver or trustee shall be appointed for Tenant's leasehold interest in the Premises or for all or a substantial part of the assets of Tenant or Tenant's general partner(if any); (4) Tenant abandons all of the Premises (although mere vacancy by Tenant shall not alone be an Event of Default); and (5) Tenant shall default in the performance of its obligations under the Work Agreement (attached hereto as Exhibit "C") and such default continues for a period of thirty (30) days following written notice to Tenant or, if such failure cannot reasonably be cured within such thirty (30) day period, Tenant shall fail to commence to cure such failure within such thirty (30) day period and/or shall thereafter fail to prosecute such cure diligently and continuously to completion. Upon the occurrence of any Event of Default, Landlord may, at its option and without further notice to Tenant and without judicial process, in addition to all other -21- remedies given hereunder or by law or equity, do any one or more of the following; (1) terminate this Lease in which event Tenant shall immediately surrender possession of the Premises to Landlord; (2) enter upon and take possession of the Premises and expel remove Tenant therefrom, with or without having Upon the Premises and e g terminated P or this Lease; and (3) enter Perform Tenant,s obligations under this Lease (including under the Work Agreement) and charge Tenant for the reasonable this of pocket" cost incurred Landlord for the performance of such obligations to cover b Performance (but Landlord shall have no obligation to perform Tenant'soobligations). rd's Exercise by Landlord of any one or more remedies hereunder shall not constitute forfeiture or an acceptance of surrender of the Premises by Tenant, it beim that such surrender can be effected only by the written agreement of Landlord Tenant. andlord and If Landlord terminates this Lease by reason of an Event of Default, Tenant pay to Landlord the sum the Premises, (2) the of (1)the reasonable cost of recovering shall unpaid Rent and all other reasonable and substantiated indebtedness accrued by Tenant � hereunder to the date of such termination, (3) the total Rent which Landlord would have received under this Lease for the remainder of the Lease Term Rental Value (hereinafter defined) of the Premises for the same period, both di ve minus the Fair Market to present value at the Prime Rate (hereinafter..defined scounted termination, and (4) any other reasonable damages or relief which Landlord don e may e bof e entitled to at law or in equity. For the purposes of this section, "Fair .Market Renta Value" shall be the rental rate that would be received from a comparable t y comparable lease for l x remises and other properties of equivalent qualor ity, tenant for a and location as the Premises, taking into account an q '� Size, condition which are generally prevailing in the market place afterrTnant'o defaultther concessions, conditions and the period of timeses , market vacant before Landlord is able to ire-let ethe premises to aasuit ble asly be pected to remain Purposes of this section, "Prim_ e Rate" shall mean the er ` tenant. For announced or published from time to time by Guaranty Federal annum rate of interest assigns) as its prime commercial lending Bank (or its successors or rate. If Landlord repossesses the Premises cost without ball pay to Landlord 1 terminating this Lease, then Tenant rent and other indebtedness the dto the date oof such er ng the Premises 2 ) t the unpaid which Landlord would have received under this Lease for the remainder of the Leas repossession, and (3) the total rent Term minus any net sums therea$er received by Landlord throughe dig such period after deducting reletting the Premises connection with such reletting � expenses reasonably incurred by Landlord in fees, tenant improvement costs and commergcially reasonable allow costs, brokerage commissions, architectural Provided by Landlord (amortized pro rata over the term of such neva allowances or r concessions f any such re rata ) In the event Portion of the Premises dpopo uchsterms andlo ndhaonhave the right to relet all d any such reletting shall not relieve Tenant of any of its obligations s as may bo Landlardleunder d any this Lease, except to the extent of any net rentals actually received by Landlord from such -22- -' C reletting after deduction of all of Landlord's reasonable expenses (as provided above) incurred in accomplishing such reletting. Landlord agrees to attempt to mitigate its damages by making reasonable efforts to relet the Premises on reasonable terms. Tenant shall not be entitled to any excess of rent obtained by reletting over the rent herein reserved. Actions to collect amounts due by Tenant may be brought on one or more occasions, without the necessity of Landlord's waiting until the expiration of the Lease Term. In addition, Landlord may at any time following repossession of the Premises without termination of the Lease elect to terminate the Lease and pursue the remedies available to Landlord pursuant'to the immediately preceding paragraph in lieu of the remedies available to Landlord pursuant to this paragraph. If Tenant should fail to make any payment, perform any obligation, or cure any default hereunder within the applicable cure period, Landlord, without obligation to do so and without thereby waiving such failure or default, may make such payment, perform such obligation, and/or remedy such other default for the account of Tenant (and enter the Premises for such purpose), and'Tenant shall, within thirty (30) days following written demand,pay all costs, expenses and disbursements (including attorneys' fees) incurred by Landlord in taking such remedial action, plus, at the option of Landlord, interest thereon at the Default Rate. B. LandIord's Default. In the event Landlord fails to observe and perform any covenant or obligation required to be observed or performed by Landlord under this Lease and such failure of performance continues for a period of thirty (30) days after written notice thereof from Tenant to Landlord (unless such failure-cannot reasonably be cured within such thirty (30) day period and Landlord. shall fail within such period to commence and diligently pursue the curing of such failure), Tenant may undertake all rea$onable action to cure Landlord's failure of performance and Landlord agrees to reimburse Tenant on demand for all sums reasonably expended or obligations reasonably incurred by Tenant in connection therewith (including reasonable attorneys' fees). If Landlord does not reimburse Tenant within thirty (30) days of receipt of an invoice therefor, Tenant shall have the right to set off said amount from the rental payable by Tenant to Landlord hereunder. In addition thereto and not in limitation thereof, in the event Landlord's failure of observance of its covenants and agreements contained herein renders Tenant's Premises untenantable, materially disrupts the operation of Tenant's business, and continues beyond the above cure period, Tenant may, without prejudice to its rights to recover damages for breach, terminate this lease by written notice to Landlord, remove its personal property and trade fixtures, vacate the Premises and employ, and have full recourse to, all other rights and remedies available by operation of law or equity. In no event shall Landlord be liable for consequential, incidental, special or punitive damages by reason of a failure to perform or a default under this Lease. 26. Cumulative Rights. The rights, options, elections and remedies of both parties contained in this Lease shall be cumulative and may be exercised on one or more occasions; and none of them shall be construed as excluding any other or any additional right, priority or remedy allowed or provided by law. -23- I C 27• Eminent Domain. If the whole or an YPart of the em taken by any public authority under the power of eminent domains m then hereby eased shall be shall cease on the part so taken from the day the possession of that part shall be required s Lease Purpose, and the rent shall be paid up to that da for any as to destroy ) and if such portion of the Premises is so taken (in Tenant's reasonable discretion the use for which the Premises were leased, then Tenant shall ha have the th Primas to for the Lease effective as of the date oate this f such taking Purpose aking or to continue in the possession of the remainderI f the same under the terms hers provided, except Proportion to the amount of the Premises taken. P that the Base Rental shall be reduced in belong to and be the roe All damages awarded for such tang shall compensation for Property� °f the Landlord, including such damage as shall be awarded diminution in value to the leasehoI g arded as entitled to any portion of the award made to the Tenant for its leasehold thimt improvements be relocation expenses and Tenant shall have the right to file separatelyfor P nts and r any such claim. 28. Personal Pro erty. A1I alterations b the Premises shall be at the risk v Tenant only y Tenant, fixtures, and personalproperty in any damage to said personalproperly, Y and Landlord shall not be or become liablor water leakage, orincluding any damage to said personal property caused by g ; steam, sewer gas or odors, or done or occasioned by or from, an plumbing, gas, water, steam or other i_ es or any fixtures,whatsoever, or occasioned by water, snow or ice, being upon or cors y boiler, equipment or appurtenances light, trap door, or otherwise arising from any defect in the Building or anof the g through the roof, sky- equipment or appurtenances therein, or caused b Y fixtures, caused in any other manner whatsoever b y the act or neglect of any other person or heating or air conditioning equipment, stasanelevators,cor in sidewalks;r failure oche bursting of wiring, the leaking' escaping or flowing of gas, water, steam, electricity,backing up of any drains; or occasioned b wind snow ct ty' or oil; broken g a sP or the enemy, injunction, riot, s Y m or ice, fire, act of God, public strike, insurrection, war, court order, requisition, order of any goVemmentai body or authority, or any Other cause beyond the reasonable control of Landlord. intentional act or omission o hLandlordall be ble for any is employees,Sdamage caused by any negligent or invitees in visitors, Under no circumstances shall Landlordgbetliablperfor damaoescontractors business interruption or loss of profits. related to 29- Bind in¢ Aureement. he respective p All rights and liabilities herein given to or imposed upon P arties hereto shall extend to and bind the administrators, legal representatives, successors and assigns of said partiesVe hens' executors, 30. Assignment and Subleaca defined) is the Tenant, SO long as Tenant or any.Related Entity t, Tenant shall have the right, without the consent or approval of Landlord, and without the sharing of any excess rents, recapture, or any other rights or remedies Landlord set forth herein, to; (a) assign its interest in the Lease (i) to any corporation es of_ entity which is a successor to Tenant either by merger or consolidation, or (ii) to a Purchaser alI or substantially all of Tenant's assets, or (iii) to a corporation � °r other directly or indirectly control, be under the control of, or be under common co P ser ll rP on or other entity which shall (any such entity being a "Related Entity,,); control with, Tenant Related Entity; or (c) allow or facilitate he collocation sOf telecommunicationse all or pof Premises fo a equipment not -24- owned by Tenant in the Premises in accordance with Paragraph 5. For purposes hereof, "control" shall be deemed to mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation. Tenant shall not assign its interest in the Lease or sublease all or any portion of the Premises to any party which does not constitute a Related Entity without first obtaining Landlord's written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Tenant does assign or sublease to a party which does not constitute a Related Party, then Tenant shall pay Landlord as additional rental hereunder an amount equal to fifty percent (50%) of the excess amount, if any, of the rent paid by assignee or sublessee over the Base Rental payable by Tenant pursuant to this Lease for the portion of the Premises subject to the sublease or assignment. 31. _Subordination and Non-Disturbance; Estoppel. Tenant shall be obligated to subordinate its interest under this Lease to any lien or encumbrance which may hereafter be placed on, against or affecting the Premises only if, and on the condition that, Landlord shall provide Tenant with a non-disturbance agreement in favor of Tenant from the holder of such lien or encumbrance in form reasonably acceptable to Tenant, but in the case of Landlord's lender encumbering the Property immediately following Landlord's acquisition of ownership of the Property, in the form of Exhibit "H" attached hereto. Landlord shall, contemporaneously herewith,provide Tenant with a non-disturbance agreement in favor of Tenant from the holder of any existing lien or encumbrance now on, against or affecting the Premises, in form mutually acceptable. Tenant agrees that any such holder of alien or encumbrance shall have the right at any time to subordinate such lien or encumbrance to this Lease on such terms and subject to such conditions as the holder thereof may deem appropriate in its discretion. If any proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any such lien or encumbrance, Tenant agrees, without further action hereunder, to attorn to the purchaser upon such foreclosure (or any deed in lieu of foreclosure) and recognize such purchaser as the Landlord under this Lease. Tenant agrees that it will from time to time,but no more than two (2) times in any consecutive twelve (12) month period, within fifteen (15) business days after written request by Landlord execute and deliver to such persons as Landlord shall request an estoppel agreement in recordable form certifying that to the best of Tenants knowledge this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which Rent and other charges payable under this Lease have been paid, stating the Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters relating to this Lease as Landlord shall reasonably require. 32. Attorneys' Fees. The prevailing party in any lawsuit between the Landlord and Tenant shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and costs. 33. Captions. The captions and headings of the paragraphs in this Lease are for convenience only and shall not in any way limit or be deemed to construe or interpret the terms and provisions hereof. 34. Time of Essence. Time is of the essence of this Lease and of all provisions hereof, except in respect to the delivery of possession of the Premises. C?` 35. Governing Lay_v. This Lease shall be construed and enforced in accordance the laws of the State in which the Premises are located. This Lease is erformable ' with exclusive venue for any action brought with respect hereto, shall be in Tarrant County, Texas. the 36. Entire Agreemen expression t. The terms of this Lease are intended by the parties as a final of their agreement with respect to such terms as are included in thisnot be contradicted by evidence of any prior or contemporaneous agreement. The ease and may intend that this Lease constitutes the complete and exclusive statement of its terms and that no parties further extrinsic evidence whatsoever may be introduced in any judicial proceedings, if any, involving 37• Offer. The submission and negotiation of this Lease shall not be deemed an offer to enter into a lease by Landlord, but the solicitation of such an offer by Tenant and Landlord's acceptance of this Lease shall be evidenced only by Landlord signing and delivering this Lease to Tenant. 38. Brokers. Tenant and Landlord each represent to the other that it has dealt with no broker in connection with this Lease, other than Dan F. "Broker"), and each shall hold the other h Galluu McCaslin Commercial (the damage, expense, claim, action, demand sumo obligation and against any and all liability, loss, of such representation. Landlord shall be responsible for the of or relating to a breach other fees to the Broker. payment of all commissions or 39. Reasonableness. Whenever the consent of either party is required hereunder, except as expressly stated otherwise, said consent shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant agree that should any dispute arise between the Parties in relation to this Lease, both Landlord and Tenant shall act in a commercially reasonable manner in regard to and in resolution of such dispute. 40. Amendments. This Lease may not be altered, changed, or amended except b an instrument signed by both parties hereto. P Y 41. Parking.Provided Landlord is successful in seci�rin Worth, Tenant and its employees, Parking m h11 have the nonexclusive right, in common with agents, contractors, visitors and invitees other tenants of the Building, to use fifty percent (50%) of the parking area located at the Building; provided, however, not to exceed a total n seven 7 parking spaces, of which three (3) shall be reserved ( ) entrance of the Building or Tenant's front en Pig spaces and located closest to the Tenant. �3' to the Premises and marked as reserved for 42• Option to Renew. Subject to the conditions set forth below, Tenant is granted the option to renew this Lease for three (3) additional, successive terms of five (5) years each (each, a "Renewal Term"), each such Renewal Term conunencina expiration of the initial'Lease Term of this Lease or the o on the date following the as the case may be. Said option to renew this Lease shall be on �eg�snconditiorns, -26- CTW ,"'-'' ' provisions and covenants as are set forth herein, except that (a) the defined term. "Lease Term" shall be deemed to include each respective "Renewal Term" as and when applicable, (b) the Base Year for each Renewal Term shall be the first (1") calendar year of each respective Renewal Term and (c) Base Rental during each Renewal Term shall be ninety five percent (95%) of the Fair Market Value Rent (as hereinafter defined). At least fifteen (15) months prior to the beginning of a Renewal Term Landlord shall notify Tenant of Tenant's option to renew and Landlord's estimation of Fair Market Value Rent. Within sixty (60) days of such notification, Tenant shall notify Landlord of its intention to renew this Lease and Tenant's estimation of Fair Market Value Rent. If Landlord and Tenant cannot agree as to Fair Market Value Rent within thirty (30) days of Tenant's renewal notice, Tenant shall have the option to terminate this Lease at the expiration of the then current term by providing written notice to Landlord within five (5) business days after expiration of such thirty (30) day period. Alternatively, if Tenant does not provide written notice of termination within said five (5) business day period, then Landlord and Tenant shall, within ten (10) days after expiration of said five (5) business day period, each select an appraiser to determine which of the two estimates most closely reflects the Fair Market Value Rent for the Premises. Each appraiser so selected shall be either-an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable office space in the metropolitan area in which the Premises are located and with a working knowledge of current rental rates and practices. Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which of the two estimates most closely reflects Fair Market Value Rent. The estimate chosen by such appraisers shall be binding on both Landlord and Tenant. If the two appraisers cannot agree upon which of the two estimates most closely reflects the Fair Market Value Rent for the Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty e thethird appraiseray has been selected, the two appraisers has provided third appraiser meeting the above cntena. one PP for above, then such third appraiser shall within ten (10) days after appointment make its determination of which of the two estimates oand Tenant asreflects the FFair Market Value Rent fband r such estimate shall be binding on both Landlord the Renewal Term. The parties shall share equally in the costs of the third appraiser. "Fair Market Value Rent" shall mean the monthly rent charged typical general office use tenants for comparable buildings (age, number of stories, total size, comparable location) in the area in which the Premises are located, taking into account all financial terms, including without limitation, base rent, free rent, escalations, work contributions and allowances, leasing and brokerage commissions. Any failure of Tenant to exercise its renewal option within the time period set forth herein shall constitute a waiver and termination of such option. 43. Right of First Refusal. Landlord shall give Tenant written.notice of any bona fide offer to lease space ("Expansion Space") in the Building that Landlord receives and is willing to accept during the initial Lease Term or any extension thereof, identifying the same and -27- specifying the basic terms and conditions on which Landlord intends to lease such Expansion Space (the "Offer Notice"). Tenant shall then have ten (10) business days after its receipt of the Offer Notice in which Tenant may give Landlord written notice ofTenant's acceptance of al not apart) of the Expansion Space on the terms and conditions of this Lease except that the Ba e Rental rate shall be the base rent rate specified in the Offer Notice (the "Acceptance Notice"), Prior to giving the Offer Notice to Tenant, and for ten (10) business days thereafter, Landlord shall not enter into any lease of the Expansion Space with any other person or entity. If during such ten (10) business day period, Tenant gives Landlord an Acceptance Notice, Landlord and Tenant shall then promptly enter into an amendment of this Lease incorporating the base rental rate specified in the Offer Notice, increasing the size of the Premises to include the Expansion Space (or the accepted portion thereof) and increasing Tenant's P rentable square feet of the Expansion Space (or the accepted roportionate Share to reflect the Porti thereof). After expiration of such ten (10) business day period, if Tenant has not given Landlord a timely Acceptance Notice, then Landlord shall be free to lease the Expansion Space to such person or entity on such terms and conditions not materially inconsistent with the Offer Notice. In the event Tenant does not exercise its first right of refusal, and Landlord does not enter into a lease with the third party on the same material terms and conditions as set forth in the Offer Notice to Tenant, Landlord shall notify Tenant in writing of any new base rent rate upon which Landlord intends to enter into a lease for said space, and Tenant shall have a new first right of refusal as to all (but not a part) of said space, which right shall be exercised by Tenant 9' g written notice to Landlord within ten (10) business days after Tenant's receipt of Landlord's notice. Tenant's failure to give such notice shall be deemed a waiver of itsfirst right of refusal as to said space Related Entity. . Tenant's right of first refusal and may not be assigned, except to a 44. Right of First Opportunity, Landlord shall give Tenant written notice (the "Opportunity Notice") of any space in the Building becomintr or any extension thereof(the "Opporni S ace" b available during the Lease Term Opportunity Space. Tenant shall have the Spat ")firstwhch notice shall specifically identify the ays after its Space on the terms and conditions stated by Landlord. Tenantpshall hrtuniaveo lease the Opportunity receipt of the Opportunity Notice in which Tenant may give Landlord written no�cejItydof Tenant's acceptance of any or all of the Opportunity Space on the terms and conditions stated by Landlord (the "Opportunity Acceptance Notice"). The foregoing notwithstanding, Tenant may lease a portion of the Opportunity Space only if Landlord determines, in Landlord's sole and absolute discretion, that any remaining portion of theo a OPP rtunity Space is commercially viable as lease space within the Building. Prior to grvmb the Opportunity Notice, and for thirty (30) days thereafter, Landlord shall not enter into any lease of the Opportunity or entity. If during such tai 3 rt�initY Space with any other person Acceptance Notice, Landlord and Tenant shall then Periodpomptly enter to aan, Tenant gives lorm n OPPoriunity Lease increasing the size of the Premises to include the dment of this portion thereof) and increasing OPP° tY Space (or the accepted Tenant's Proportionate Share to reflect addition of the rentable square feet of the Opportunity Space (or the accepted portion thereo thirty(30) day period, if Tenant has not given Landlord a timelyfl Acer expiration of such then Landlord shall be free to lease the OpportunitySpace Ol?P°malty Acceptance Notice, a lease for such space is entered into, thepace be omes avail bre pa n; pd d that if, after during any the Lease -28- _i Term or any extension thereof, Tenant hall again have the rights specified under this Paragraph 44 as to said space. 45. Cancellation. This Lease may be canceled by Tenant as to all (but not to a ctive with the end of the eighty-fourth (84h) month of the portion only) of the Premises effe Lease Term, provided Tenant notifies Landlord in writing of its desire to cancel the Lease as to all or any portion of the Premises no later than the end of the seventy-fifth (75th) month of the Lease Term. Upon Tenant's notification of cancellation,Tenant shall have irrevocably elected to cancel the Lease, and this Lease shall automatically terminate as of the end of the eighty-fourth ($4`n) month as if the Lease Term terminated on that date. There shall be a cancellation fee equal to the present value of unamortized costs (calculated on a straight line basis over a ten (10) year period) of brokers commissions incurred by Landlord under this Lease, such present value to be calculated using a rate of ten percent (10%) annually. Such cancellation fee shall be paid at the time Tenant vacates the Premises. Within ninety (90) days after the Commencement Date, Landlord and Tenant shall agree and state in writing, in the Commencement Date Agreement, the amount of brokers commissions incurred by Landlord in connection with this Lease. Said amount shall be used in calculating the amount owed by Tenant to Landlord in the event Tenant exercises its cancellation option. 46. Lien Waiver. Landlord hereby waives any right it may have to assert any lien against the personal property of Tenant whether existing under common law or by statute of the State in which the Premises are located. 47. Additional Rights. During the Lease Term or any extension thereof, Tenant shall have the right to install, at Tenant's sole cost and expense, GPS and/or other antenna(s) and dishes) on the roof or the grounds of the Building (including all necessary connections to the Premises, along with the benefit of any easements that might be required in connection y Tenant therewith, to the extent said easements are available di dishes shall hall beut cost t installed in) for use a professional and and/or Tenant's Collocates. Any such antennas workmanlike manner, without damaging the B ablegto Landlorrdnce and Twite ant. Tenant lshall have building codes and in locations mutually agree antennas and dishes at the expiration or earlier termination of this the option to remove such anor Lease; provided, in the event of removal, Tenant h�l�fiella provir any de he space tfor such ante nn s, of the Building caused by such removal. L P dishes, and necessary connections at no additional charge or rental to Tenant. 48. Conduit Exp ansion• Landlord .shall use commercially reasonable efforts, without cost to Landlord, to assist Tenant in obtaining additional riser space or comparable areas for electrical, generator, telecom, antenna, dish or HVAC requirements as needed by Tenant any extension thereof, provided, however, Tenant agrees to throughout the Lease Term and and maximize its use of existing conduit prior to requesting ed�easnnt rferewith er �other Tenantsof shall Tenant's use of additional riser space or comparabl the Building. Additional space provided ant shalluant tbe�esponsiblp for8the�cost of thl be e conduit additional cost to Tenant, although Ten installation: i -29- 9 49, Fire Life Safety. Tenant, at Tenant's sole cost and expense, shall have the right to construct a dry pipe, preaction system for the Premises, including the ria encase any water mains or other water pipes rennin throw g ht to relocate or ess damage to Tenant's equipment. The preaction system will allow e double inteises �II en the Potential ned as defined by Tenant's insurance carrier. Landlord agrees to use commercially reasonable efforts, without cost to Landlord, to assist Tenant in obtaining sufficient flow and pressure in the standpipe to the Premises to support such a fire suppression system. Landlord agrees that Tenant may remove all of the existing wet sprinklers in the equipment areas of the Premises, although those support areas of the Premises on which no equipment is located and the Common Areas will remain on the BuiIding's wet sprinkler. The preaction system shall only be located in the Premises and will be connected to the Buildings alarm system on also have the right, at Tenant's ethe ground floor. Tenant shall xpense, to install an FM 200 fire suppression system in the Premises. Any such installation shall be done in a professional and Workmanlike manner, Without damage to the Building, and in accordance with all applicable laws and building codes. If Tenant removes the preaction system at anytime, Tenant shall, at its cost, restore any wet sprinklers that it removed. 50. Floor_Load. Landlord further agrees that Tenant, at Tenant's sole cost and expense, shall have the right, without the prior consent of Landlord, to reinforce the floors in the Premises so as to allow additional floor load thereon. Landlord also agrees to allow Tenant to reinforce floors in the Building outside the Premises,.provided Landlord.shall have the right to direct Tenant as to the method of such reinforcement. Any such installation shall be done in a professional and workmanlike manner, without damage to the Building, and in accordance with all applicable laws and building codes. An notwithstanding, at Landlord's request any reinforcements installed by Tenant to the contrary in hall remain with the Building upon the termination of this Lease. 51. Disclaimer. Without limiting the generality of any other provision of this Lease, Landlord makes no representations or warranties regarding the capacity of floors, roof or other structures or suitability of the Premises or Building for the uses contemplated by Tenant in Paragraphs 47, 48, 49 and 50, and any inspection or approval by Landlord of any aspect of the foregoing shall not constitute a representation or warranty by Landlord that same is acceptable for the purposes intended. Tenant has inspected the Premises and accepts the Premises "AS-IS." 52. Independent Obligations. The obligation of Tenant to pay Rent hereunder and the obligation of Tenant to perform Tenant's other covenants and duties hereunder constitute independent unconditional obligations to be performed at all times provided for hereunder. 53, Recourse Limitation. Tenant agrees to look solely to Landlord's equity Building for the recovery of any judgment against Landlord, and Landlord shall notpersonallybe liable for any deficiency. The provision contained in the foregoing sentence shall not limit any right that Tenant might otherwise have to obtai obligations under this Lease. n specific performance of Landlord's 54. Severability. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of -30- this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law. 55. Recordation. Tenant agrees not to record this Lease but reserves the right to record any memorandum hereof in form reasonably acceptable to Landlord and Tenant. Tenant also agrees not to provide a copy of this Lease to any third party, other than as may be required by law. 56. Transfers by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and in this Lease, and in such event and upon the assumption by the transferee of the obligations of Landlord hereunder, Landlord shall be released from any such ither obligations ligati ns asor in Tecruinst Landlord date the of transfer, and Tenant agrees to look solely t performance of such obligations. 57. WAIVER OF WARRANTIES AND ACCEPTANCE OF CONDITION. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED INTHIS MPLOYEE,NEITHER OAGELANDLORD OFNOR ANY LLANDLORDOFFICER, DIRECTOR, OWNER, E TY, EITHER RELATED PARTY HAS MADAS ANY TTO HREPRESENTATION OR ABITABILITY, MERCHANTABILITY, EXPRESS OR IMPLIED, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR - PURPOSE WITH REGARD TO THE PREMISES OR THE BUILDING AND THAT THIS LEASE CONSTITUTES THE FULL AND FINAL AGREEMENT OF LANDLORD AND TENANT WITH RESPECT TO THE LEASE OF SPACE IN THE BUILDING BY TENANT. EXCEPT FOR ANY WARRANTY EXPRESSLY SET OUT IN IN THIS LEASE, TENANT:HEREBY WA-IVES,TO THE EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION BASED UPON ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO HABITABILITY, MERCHANTABILITY, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE WITH REGARD TO THE PREMISES OR THE BUILDING. TENANT'S TAKING POSSESSION OF THE PREMISES SHALL BE CONCLUSIVE EVIDENCE THAT (a) TENANT HAS INSPECTED (OR HAS CAUSED TO BE INSPECTED) THE PREMISES AND THE BUILDING, (b) TENANT ACCEPTS THE PREMISES AND THE BUILDING AS BEING LN GOOD AND SATISFACTORY CONDITION AND SUITABLE FOR TENANT'S PURPOSES, AND (c)THE PREMISES AND THE BUILDING FULLY COMPLY WITH LANDLORD'S COVENANTS AND OBLIGATIONS HEREUNDER. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH 57 TEN CIMIT OBLIGATIIIGHT OF TENANT TO ONS OF LANDLORD ENFORCE ANY REPAIR AN UNDER THIS LEASE. 58. Mercer of Estates. The voluntary or other surrender of this Lease by Tenant or a not constitute a merger; and upon such surrender or mutual cancellation thereof, shall cancellation of this Lease, Landlord shall have the option, in Landlord's sole discretion, to (a) -31- f either terminate all or any existing subleases or subtenancies, or (b) assume Tenant's interest any or all subleases or subtenancies. rest in 59. Survival of Indemnities and Covenants, and any and all covenants of Tenant not fully performed on the datA-BY and all e hetlexpiration of termination of this Lease shall survive such expiration or termination. 60. Contingent Effectiveness. Landlo execution of this Lease, Landlord and Tenant acknowledge that at the time rd is in the process of acquiring fee ownership of the Building, and the real property upon which the Building is located (co llectivel Landlord and Tenant hereby aclmowledge and agree that this Lease shall not be effective, g, Y, the "Property"), shall immediately become null and void, without regard to any execution of this Lease b either and o both parties hereto, unless Landlord shall have acquired fee ownershipo e ther 2000. Should Landlord fall to so acquire fee ownership the Property by DY such date, this Lease, including Tenant's execution of this Lease, shall immediate e be come null and void and of no force or effect. y come IN WITNESS WF-IEREpF, Landlord and Tenant have executed this Lease as of the date and year first written above. LANDLORD FORT WORTH TELCO CENTER LIMITED, by McCaslin Commercial I Limited, its General Partner By: Print N �� Print Title. co- Date: o-Date: 4� �/ v b TENANT IVIClMETRO ACCESS LLC TRANSII'IISSION SERVICES, By: Print Name: Print Title: Date: �t3—Do t8 -32- STATE OF ss. COUNTY OF ) On this /qday of April, 2000, before mega notary public in and for said county and state, personally came C�&Jj A,.��aa (�,,a (:D of McCaslin Commercial I Limited, as General Partner of Fort Worth Te1Co Center Limited, a Texas limited partnership, known to me to be the identical person who signed the foregoing Standard Equipment Site Lease Agreement on behalf of said entity and acknowledged the execution thereof to be the voluntary act and deed of said entity. WITNESS my hand and notarial seal the day and year last above written. _ n6 � ;�� Notary ublic My Commission Expires: ';*�;` ...CI R c`y� 1 i a�7"►'/• Navy PublIc STATE OF TEXAS 001101) [SEAL] -33- STATE OF COUNTY OF_7j2 ) ss. On this j,3 day of April, 2000, before me, a of state, personally carne s� aryPublic in and for said countyand Transmission Services, LLC, a Delaware a ' rbc 0 of MCIMetro limited liability company,R Access identical person who signed the forec, pany, known to me to be the of said entity b Standard Equipment Site Lease Agreement on behalf fy and acknowledged the execution thereof to be the voluntary act and deed of said entity. TNESS my hand and notarial seal the day and year last above written_ Notary Public My_ ommissionExpires: /e 'EAL� -34- EF -'' EXHIBIT "C" WORK AGREEMENT THIS WORK AGREEMENT is entered into by and.between Fort Worth TelCo Center Limited, a Texas limited partnership, by McCaslin Commercial I Limited, its General Partner ("Landlord"), andMCLMetro Access Transmission Services LLC, a Delaware limited liability company ("Tenant") in connection with that certain Standard Equipment Site Lease Agreement dated as of April 13, 2000, between Landlord and Tenant ("Lease"). 11LeaseIt). Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to them in the Lease. 1. Space Plan and Specifications. Prior to the commencement of the Tenant's initial alterations to the Premises and the Building (the "Work"), Tenant shall deliver the plans and specifications therefor to Landlord for its written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall respond to Tenant's request for approval of Tenant's plans and specifications within fifteen (15) days after receipt thereof; the failure of Landlord to respond within such.period shall constitute approval of such plans and specifications. In the event Landlord, shall not approve the plans and specifications, Landlord shall notify Tenant of its objections thereto. Landlord and Tenant shall thereafter work cooperatively and in good faith to reach agreement upon mutually agreeable plans and specifications. If, notwithstanding their respective reasonable good faith efforts, Landlord and Tenant are unable to agree upon mutually acceptable plans and specifications within thirty (30) days after Tenant has first submitted its plans and specification"s to Landlord, then Tenant shall have the right to terminate the Lease and this Work Agreement.. Tenant shall engage its own contractor and/or construction manager, subject to Landlord's approval (which approval shall not be unreasonably withheld, conditioned or delayed) to construct Tenant's Work. Tenant shall not be responsible for Landlord's own costs related to review, construction management or supervision fees, costs or expenses related to the Work. Landlord agrees to reasonably assist Tenant in obtaining all necessary permits for the Work from appropriate governmental authorities. 2. Compliance. The Work shall comply in all respects with the Building Code of the city and state in which the Building is located and state, county, city or other laws, codes, ordinances and regulations as each may apply according to the rulings of the controlling public official, agent or other such person. 3. Tenant's Work. The Work shall be commenced within a reasonable time after Landlord approves the Tenant's plans and specifications and shall thereafter be prosecuted to completion, subject to delays for reasons beyond Tenant's control. Tenant shall be required to obtain and pay for all necessary permits and/or fees with respect to the Work. Each contractor and subcontractor shad be required to obtain prior written approval from Landlord for any space outside the Premises within the Building, which such contractor or subcontractor desires to use for storage, handling and moving of his materials and equipment, as well as for the location of any facilities for its personnel. Throughout the duration of the Work, Landlord shall provide Tenant, at no additional charge or rental to Tenant, space for a forty (40) yard rubbish container within close proximity of the freight elevator or loading dock nearest to the Premises. Upon -1- completion of the Work, the contractors and subcontractors shall remove all surplus debris and rubbish of whatever created b kind remaining within the Building which has been brought in or y the contractors and subcontractors in the perf°rmanCe of the Work. Landlord obtain 277/480 volt and 120/208 volt utility service and Ventilation from the suPP1Yg such service, at Landlord's cost, shall utility company 4. contribution to Tenant'sdWork o o tion. Landlord is not providing any allowance or y other work or alterations to be made by Tenant. 5• Tenant's Special E additional charge or rent, to install, and LandlouIpmerd acknowledges dges that Tenant's t Landlord grants to Tenant the right, at no will require, some or all of the following(the "Specialty Equipment"): t s use of the Premises (a) backbone fiber optic cabling from two (2) separate me the adjoining streets to, and core a means of en the Building core structural wall, b 0 of, the Building try from g core structural wall and from twelve (12) four inch 4" y t�'O (2) diverse paths, to the Premises ( ) conduits, for a total minimum of twenty-four 24 in at least _ (4")conduits; ( ) four inch (b) specialty air conditioning e Tenant's plans and specifications, togetherguipment in an with all area to be designated on location to the Premises; -necessary,ary. connections from such (c) Tenant's electrical generators along diesel fuel tank(s), together with associated transfer u required appurtenances and Tenant's plans, together with all necess pimps' m area to be designated Premises as Per Exhibit "Ell; �' connections from such locatiothe (d) 3-phase, 4-wire live load electric service (includin installation of conduit) to the Premises' electrical closet and all necegs mhing and from such location to Tenant's equipment; ary connections (e) a DC power plant (battery backup) to Supply power backup Power failure; p in case of W an independent, Tenant-controlled include access to Tenant for exhaust louvers, shafts oreriserPnecessary system which will of exhaust from the premises from such system as well as Tenant's au- conditioning discharge system; (g) connection of the office space areas within the Premises to Landlord's fire alarm system; (h) a raised floor system to accommodate Tenants telecommunications -2- (i) a 750 MCM copper insulated ground conductor in one and one-half inch (1.5") conduit from the master ground at the lowest point in the Building to the Premises; 0) antennas and dishes (initially one (1) Loran-C whip antenna, ten feet (10') in length; one (1) GPS antenna, two feet (2') in diameter; and one (1) microwave dish, two feet (2') in diameter) on the roof or the grounds of the Building, together with necessary connections to the Premises; (k) the installation of interior walls or window covering materials to stabilize environmental conditions within the Premises; and/or (1) a card-key access system, or similar security system, for the Premises. All locations or areas within the Building or the surrounding grounds where the Specialty Equipment shall be placed shall be provided by Landlord without additional rent. Tenant shall have the option to remove or not remove the Specialty Equipment at the expiration or earlier termination of the Lease; provided, in the event of removal Tenant shall repair any damage caused to the Premises by such removal and Tenant shall remove all Specialty Equipment located outside the walls of the Building. 6. Landlord's Work. Landlord shall deliver the Premises with-the interior demised, completely gutted, floors leveled and broom clean, and free and clear of any and all Hazardous Materials (the "Landlord's Work"). IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Agreement contemporaneously with the execution of the Lease. LANDLORD FORT WORTH TELCO CENTER LIMITED, by McCaslin Commercial I Limited, its General Partner By: _� qv Y Print Name: Print Title: Co-Ch ' an TENANT MCLMETRO ACCESS TRANSMISSION SERVICES LC By: Print Name: Dave Ohler Print Title: q--t3-vt) Director, Corporate Real Estate CONIMENCEMENT DATE AGBREENIENT AND A-MENDlI�� THIS COMMENCEMENT DATE "Agreement") is made this n AGREEMENT AND TelCo Center L' --- day of N&`v'f n e; 2000, b AMENDIVI�NT (this Limited, by McCaslin Commercial I L' Y and between Fort Worth and MCIMetro Access Transmission Services, LLC,at Delaware Gneral Partner artner ("Landlord") Limited liability company WITNESSETH: WHEREAS, Landlord and Tenant have heretofore en Agreement dated April 13, 2000 entered into a space in the Building (the "Lease") for the leasingb written Lease b located at 1111 Monroe Street,Fort Worth, all as Tenant describe in the Lease; and Y WBEREAS, Landlord and Tenant desire to memorialize the co Lease and other matters as well as amend the Lease as provided below. mmencement date of the NOW, THEREFORE' in consideration of the premises and the sum of One g each party m hand paid to the other, the receipt of which is hereby acknowledged, agreed as follows: ($1.00) Y owledged, it is hereby 1. Commencement Date. Landlord and Tenant a Date"of the Lease Te gree that the "Commencement Term is July 1, 2000. 2. Rent Commencement Date, LanCommencement Date"for the Lease is November 1, 2000. and Tenant agree that the -Rent 3. S !are Foota a and Pro 0 that the net rentable square feet of the Premisesist30h113e Landlord and Tenant agree is forty three point nine percent(43.90%). and that Tenants Proportionate Share 4. Summary of Base Rental the rentable square footage of the PremisesB sed on the ing terms ad coditions of the Lease and payable under the Lease during the Lease Term: summary of the Base Rental 120 Mo. Term After Lease RentableMonthly Commencement Date Square FRent Feet RInstallment of Per SF Rent -Base �1] Months I - 12 30,113 Months 13-24 $423,689.91 $35,307.49,38 $14.07 Months 25-36 30,113 $436,638.50 $366.54 Months 37-48 30,113 $449,587.09 $14.50 $463 30,113 $37,465.59 $14.93 Months 49-60 ,137.94 $38,594.83 $15.38 30,113 $476,989.92 $39,749.16 $15.84 TENANT A 5,348.71 sq ft i EXHIBIT "All LEGAL,DESCRIPTION OF BUILDLNG BEING all of Lots 10 through 21 and a portion of(unrecorded plat) as described by deed to G & K Services, Co and 22, Black 5 Jennings P. 545 of the Deed Records of Tarrant Cour East and recorded in Volume 12835, metes and bounds as follows: ' Teras and being more particularly described by Beginning at a point for the northeast corner of Lot 15 of said Block 5 from which a "Y cut ' concrete found bears South 315.00 feet and East 94,00 feet for the southwest corner of that certain tract of land described by deed to Man-Chun Siu and I-Mei Wang Siu as recorded " Volume 7816, Page 604 of said deed records; m THENCE South; 180.90 feet with the east line of said Block 5 to a point 15.90 feet south o northeast corner of said Lot 9; f the THENCE South 89 Degrees 49 Minutes 19 Seconds West, 194.00 fee said G &K Services, Co. tract and along the south line of a brick wall to a�� the south line of 'the west line of said Lot 22; set in concrete in THENCE North with the west line of said Block 5, at 16.50 feet pass the wort said Lot 22, continuing in all 181.50 feet to a point from which a hwest corner of Degrees 00 Minutes, 00 Seconds East, 0.18 feet; + found bears North 18 THENCE East, 194.00 feet with the north line of said Block 5 to h BEGINNING and containing 0.807 acres (35,153 square feet) of land more orl OF less. I i Months 61 —72 30,113 $491,143.03 $40,928.59 $16.31 Months 73 —84 30,113 $505,898.40 $42,158.20 $16.80 Months 85 —96 30,113 $521,256.03 $43,438.00 $17.31 Months 97— 108 30,113 $536,914.79 $44,742.90 $17.83 Months 109 - 120 30,113 $552,874.68 $46,072.89 $18.36 5. Brokers Commissions. Landlord and Tenant agree that the cost to Landlord for brokers commissions arising out of the Lease is $ 218,615.86. This amount shall be utilized to determine the cancellation amount to be paid by Tenant to Landlord in the event Tenant exercises the Cancellation Option in Paragraph 45 of the Lease. 6. Lease Number. Landlord and Tenant agree that the "Lease Number"for the Lease is 1191 _-72121 9 73. The Lease Number shall be referenced by Landlord in all correspondences and notices from Landlord to Tenant under the Lease. 7. Effect of Amendment. Except as specifically amended hereby, the Lease shall continue in full force and effect. Unless otherwise defined herein, terms used herein and defined in the Lease shall be used herein as so defined. IN WITNESS WBEREOF, Landlord and Tenant have respectively signed this Agreement as of the day and year first above written. LANDLORD FORT WORTH TELCO CENTER LIMITED, By McCaslin Commercial I Limited, Its General Partner By: Its: Co-Chairman Date: TENANT MCIMET O ACCES T SMISSION SERVI ,LLC : BY L=-! Its: V j Hi Dat&-/ Ma_2,aer Corporate Real Estate �4R�, BXH/B1T E" GL�,NS F02 OEN��TOR ,NL7 FL/EL STO ,GE 4 d A 6Q nCa� gym, } are. fRR 4 � i TENANT A 5,348.71 sq ft k S I I i �y XHfr/T F ,4Fz� PL_-gNS �Ol-2 l"I�'Gf--�NIG�L GGGLING S YS T�'t"l q a= I I I 1 I I I I I 111 -T-.__ _--7 =Fill ; I I I I I I41 H 1 I I ( 0 of I 0 ofI I I I -- i o o j I I 10 01 1 I II I I k o o Loj, k i I i E XHIBIT"GSI BUILDING RULES AND REGULATIONS 1• No advertisement, picture or sign of any sort shall be displayed on or outside the Premises or the Building without the prior written have the right to remove any such consent of Landlord. Landlord shall expense unapproved item without notice and at Tenant's 2• Tenant shall not regularly park motor vehicles in designated parking and loading areas of the Building after the conclusion of normal daily business activity, 3• Plumbing fixtures and appliances shall be used only for the constructed, and-no unsuitable material shall be placed therein. purpose for which to any such fixtures or applr damage iances from misuse on the part of Tenant oroTenant ppage s officers, agents, contractors, employees, guests and customers shall be paid by Tenant, and Landlord shall not in any case be responsible therefor. 4• All window coverings installed by Tenant and visible from the outside of t require the prior written approval of Landlord. he Building 5• Tenant shall not use, keepor substance al an fl pe rmit to be used or kept any foul or noxious gas or Y ammable or combustible materials on-or around the Premises or the Building, other than diesel fuel for use with its generators in the designated areas. 6• Tenant shall not alter any lock or install any new locks or bolts on any door at the Premises without the prior consent of Landlord. 7• Tenant shall keep the Premises neat and clean. 8• Tenant shall park motor vehicles in those general parking, Landlord except for loading and unloading. p I areas as designated by unloading, Tenant shall not unreasonably interfere 'with troaffi Periodsse and loaloading and unloading areas of other Tenants. 9• Tenant shall not cause or permit an y improper oises constituting from the Premises, or allow any unpleasant odorscconstituting nuis esto ceemto emanate the Premises, or otherwise interfere with, inure or unreasonabI date from tenants, or persons having business with them, Ydy m any way other 10• Tenant shall not disturb, solicit or canvas any occupant of the Building and shall cooperate to prevent same. 11• Landlord has the right to evacuate the Building catastrophe; provided, however, Tenant shall have the e event of risk-, emergency or Premises and Tenant's equipment located at the. aht' at its sole risk, to access the Tenant shall cause its officers, partners and employees oto g d�� any such evacuation. emergency evacuation drills scheduled by Landlord, participate in any Etre safety or 12. No food and/or beverages shall be prepared, cooked or distributed from the Premises without the prior written approval of Landlord,which approval shall not be unreasonably withheld or delayed; however, Tenant shall be permitted to install refrigerators, microwave ovens, coffee machines and vending machines for the use of its own employees and guests. 13. No portion of the Building shall be used for the purpose of lodging rooms. 14. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building, to such a degree as to constitute a nuisance, shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. 15. All goods, including material used to store goods, delivered to the Premises of Tenant shall be immediately moved into the Premises and shall not be left in parking or receiving areas overnight. 16. Tenant is responsible for the storage and removal of all trash and refuse from its Premises. All such trash and refuse shall be contained in suitable receptacles stored behind screened enclosures at locations approved by Landlord. 17. Tenant shall not store or permit the storage or placement of goods, or merchandise or pallets or equipment of any sort in or around the Premises, the Building or any of the Common Areas of the foregoing other than as expressly permitted by Tenant's Lease. No displays or sales of merchandise shall be .allowed .in. the,parking lots or other Common Areas. 18. Tenant shall not permit any animals, including, but not limited to, any household pets, to be brought or kept in or about the Premises,.the Building or any of the Common Areas of the foregoing. 19. Tenant shall not permit any motor vehicles to be washed on any portion of the Premises or in the Common Areas, nor shall Tenant permit mechanical work on or maintenance of motor vehicles to be performed on any portion of the Premises or in the Common Areas. 20. No smoking shall be permitted within the Premises or anywhere else within the Building other than those smoking areas designated by the Building manager. 21. No unattended children shall be allowed within the Building. 22. Landlord reserves the right to rescind any of these rules and regulations and make such other and further reasonable rules and regulations as in its judgment shall from time to time be necessary or advisable for the operation of the Building, providing that such rules and regulations are in writing and uniformly enforced against all other tenants of the Building. Such rules and regulations shall be binding upon Tenant upon delivery to Tenant of notice thereof in writing 23• In the event of any inconsistency Tenant's Lease between these rules and relations and the terms of the terms of the Lease shall control. i EIHIBIT "A" TO NON-DISTURBANCE,ATTORNIVIENT AND SUBORDINATION AGREEMENT LEGAL DESCRIPTION BEING all of Lots 10 through 21 and a portion of Lots 9 and 22,Block 5 Jennings East(unrecorded plat) as described by deed to G & K Services, Co. and recorded in Volume 12835, P. 545 of the Deed Records of Tarrant County,Texas and being more particularly described by metes and bounds as follows: Beginning at a point for the northeast corner of Lot 15 of said Block 5 from which a "Y" cut in concrete found bears South 315.00 feet and East 94.00 feet for the southwest corner of that certain tract of land described by deed to Man-Chun Siu and I-Mei Wang Siu as recorded in Volume 7816, Page 604 of said deed records; THENCE South, 180.90 feet with the east line of said Block 5 to a point 15.90 feet south of the northeast comer of said Lot 9; THENCE South 89 Degrees 49 Minutes 19 Seconds West, 194.00 feet with the south line of said G&K Services, Co.tract and along the south line of a brick wall to a"+"set in concrete in the west line of said Lot 22; THENCE North with the west line of said Block 5, at 16.50 feet pass the northwest corner of said Lot 22,continuing in all 181.50 feet to a point from which a "+" found bears North 18 Degrees 00 Minutes, 00 Seconds East, 0.18 feet; THENCE East, 194.00 feet with the north line of said Block 5 too the POINT OF BEGINNING and containing 0.807 acres (35,153 square feet) of land more or less. i Non-Disturbance,Attornment and Subordination Agreement [The Non-Disturbance,Attornment and Subordination Agreement follows this cover page.] Cs— ' NON-DISTURBANCE, ATTORNME. T AND SUBORDINATION AGREEMENT This NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT ("Agreement") is made and entered into as of , 2000, by and between GUARANTY FEDERAL BANK., F.S.B., a federal savings bank ("Beneficiary"); FORT WORTH TELCO CENTER LMTED, a Texas limited partnership, by McCaslin Commercial I Limited, its General Partner("Lessor"); and MCIMETRO ACCESS TRANSMISSION SERVICES, LLC, a Delaw=are limited liability company("Lessee"). WITNESSETH: WHEREAS,Beneficiary is or will be the owner and holder of that certain Promissory Note (the "Note") dated , 2000,in the total principal sum of THREE MILLION NINE HUNDRED SEVENTEEN THOUSAND SEVEN AND 001100 DOLLARS ($3,917,007.00), secured or to be secured by that certain Deed of Trust and a Leasehold Deed of Trust ("Deed of Trust"),dated of even date with the Note, executed by Lessor to a trustee in favor of Beneficiary, and to be recorded-in the appropriate records of Tarrant County, Texas, which Deed of Trust constitutes or will constitute a lien on the land described in Exhibit"A", attached hereto and incorporated herein by reference for all purposes, and the improvements now or hereafter located thereon("Property"); and WHEREAS, Lessee is the holder of a leasehold estate in and to all or a portion of the Property(the property which is the subject of such leasehold estate being referred to as the "Demised Premises")pursuant to the terms of that certain lease agreement (the "Lease") dated of even date herewith, and executed by and between Lessee, as the tenant, and Lessor, or its predecessor in interest, as the landlord; and WHEREAS, Lessor, Lessee and Beneficiary- desire to confirm their understandings -with respect to the Lease and the Deed of Trust. NOW, THEREFORE, in consideration of the mutual and dependent covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed,the parties hereto agree and covenant as follows: I. Non-Disturbance. So long as Lessee is not in default (beyond any period given Lessee to cure such default under the Lease) in the payment of rent or in the performance of any of the terms,covenants or conditions of the Lease on Lessee's part to be performed, Lessee's possession, use and occupancy of the Demised Premises shall not be interfered with or disturbed by Beneficiary or any Purchaser(as defined in Paragraph 5) during the term of the Lease or any extension thereof duly exercised by Lessee. If at, or subsequent to, the time that a Purchaser shall acquire,in whatever manner,title to the Demised Premises (subject to the Lease), or from time to time thereafter, any default by Tenant exists or occurs under the Lease and continues beyond any period given Lessee to cure such default under the Lease,then such Purchaser shall be entitled to exercise or enforce any 1594�9v2 Page 7 I and all nghts,privileges,remedies and recourses w to the Lease or other a he which it may have against Lessee under or pursuant pp ' able law(including without limitation, the to dispossession w Lessee from the Demised Premises, or the prosecution of an action termination of the Lease, the the Lease), notwithstanding the provisions of this Agreement, for breach of 2. Att- towent• If the interests of Lessor in and to the Demised Pre ises become by a Purchaser(as defined herein) by reason of judicial foreclosure, non judicial fore owned trustee under the Deed of Trust, other proceedings brought by purchaser or , closure by the including, but not limited to,Beneficia 5 any other manner, of leases and rents, and Purchaser succeeds tothe interestlse of of the Lessorts rights underun y collateral assignment(s) be bound n Purchaser under all of the t gnmentall of the term thereof rem terms, covenants and conditions of the Lease for the balance remaining and any extension thereof duly exercised by Lessee, with the same force and effect as o Purchaser were the lessor under the Lease. Upon written notice Lessee will attorn to purchaser, as its lessor, said attornment to be effective and to Lessee, Without the execution of any further ins self-operative, Purchaser, immediate) huments on the part of any of the pasties hereto or of any y upon Purchaser's succeeding to the interest of the Lessor under the Lease; Provided, however, that Lessee shall be under no obligation to pay rent to Purchaser until receives written notice from Purchaser that it has succeeded to the interest of the Lessor ttl Lessee Lease. Except as specified to the contrary of Lessee and Purchaser upon such attornment, to the extent of the then re r under the m this Agreement, the respective rights and obligations term of the Lease and any extension thereof duly exercised, shall be and are��elance of the forth therein, and as may reasonably be amended hereafter as provided by the Lease intention of the p as now set parties hereto for this purpose to incorporate the Lease in this Agit being b e reference, with the same force and effect as if expressly set forth hexein. Y 3• Purchaser's Obligations. IfPure Lease,Purchaser shall be bound to Lessee under all of the termsser shall , covenantsto est of Lessor under the Lease;provided, however, that Purchaser shall not be; conditions of the (a) liable for any act or omission of anyprior le Lease, or ssor(including Lessor) under the (b) subject to the offsets or defenses which Lessee might have against an rior lessor(including Lessor) under the Lease; or Yp (c) bound by any rent, additional rent, advance rent or other monetary obli ations Which Lessee might have paid for more than one 1 g vanc (including Lessor) under the Lease, and all such rent o0 other onet e to any prior lessor remain due and owing' no such advance ayment �'obligations shall p ; or (d) bound by any security deposit of an y type or advance Lessee under the Lease which is not delivered orpaid xI=made by Which Lessee agrees to look solely to over to Purchaser and with Lessor for refund or reimbursement;or spect to 159429v1 Page 2 (e) required to complete the construction of any improvements or otherwise perform the obligations of Lessor related thereto under the Lease in the event that Beneficiary or a Purchaser acquires title to the Property prior to full completion and acceptance by Lessee of improvements required under the Lease; (f) liable or responsible under or pursuant to the terms of the Lease for any obligations accruing thereunder after Purchaser ceases to own an interest in or to the Property, or (g) bound by any amendment or modification of the Lease made without Beneficiary's consent that (i)reduces Base Rental (as such term is defined by the Lease), (ii) reduces the term of the Lease, (iii)terminates the Lease(unless such termination is permitted by the express terms of the Lease), or(iv) effectuates early and voluntary surrender of the Demised Premises . 4. Subordination. Subject to the terms of this Agreement, the Lease now is, and shall at all times continue to be, subject, inferior and subordinate in each and every respect to the Deed of Trust and to any and all renewals, amendments, modifications, extensions, substitutions, replacements, increases and/or consolidations of the Deed of Trust, and the Deed of Trust, and any and all renewals, amendments, modifications, extensions, substitutions, replacements, increases and/or consolidations thereof, shall be and remain, in each and every respect prior and superior to the Lease. Nothing herein contained shall be deemed or-construed as limiting or restricting the enforcement by Beneficiary of any of the terms, covenants,provisions or remedies of the Deed of Trust,whether or not consistent with the Lease,including(without limitation) any rights,remedies, privileges and recourses of Beneficiary with respect to insurance proceeds and condemnation awards with respect to the Demised Premises or the Property;provided, however, such enforcement shall not be inconsistent with the terms and provisions of this Agreement. 5. Purchaser. The term "Purchaser" shall be deemed to include Beneficiary and any of its successors and assigns, including anyone who shall have succeeded to Lessor's interest by, through or under judicial foreclosure, non judicial foreclosure sale or other proceedings brought pursuant to the Deed of Trust, deed in lieu of such foreclosure, other proceedings brought by Beneficiary under or with respect to the Note or Deed of Trust, or otherwise. 6. Representations. Lessor and Lessee represent and certify to Beneficiary, as of the date hereof, as follows: (a) the Lease is presently in full force and effect; (b) the Lease has not been modified, amended, supplemented,replaced,restated or otherwise changed, either orally or in writing, except as herein expressly described on Exhibit"B" attached hereto and incorporated herein by reference for all purposes; 159429v1 Page 3 (c) all conditions or requirements specified in the Lease that could have satisfied as of the date hereof have been fully satisfied; been (d) no rent under the Lease has been paid for more than one month in advance; (e) to the best condition or cof its present knowledge, as of this date,no default(or any event, ircumstance, which default) exists under said Lease; with notice, mace or Iapse of time could constitute a ( Lessee, as of this date, has no chat ae or otherwise agamst rents or other charges due or e' becomelien due Of under the dere aid Lease (g) the Lease and its exhibits and Lessor as to the subject matt thereof andrthat the Beneficiary tute the entire agreement between the Lessee responsibility with respect to any security deposit or advance rental deposit made by or by the Lessee unless same were delivered or paid over to Beneficiary; (h) the only persons or entities in possession of the Demised Premises o any right to the possession,use or occupancyr having owner or holders of recorded easements)is Lessee Demised Premises (other than the record by the Lease); and and its Collocates (as such term is defined (i) Lessee has no right or interest in or under any contract, option or agre ement (other than as shown in the Lease) involving the sale or transfer of the Demi sed Premises. 7• Negative Covenants. Lessee agrees not to do any of the Covenants. folIn the absence of the n or modification reduces the term of the Lease prior Written consent of Beneficiary, wing- (a) amend or modify of the Lease, if such amendment Lease); (b)voluntarily surrender the Demised Premises ortSe Rental(as such term is defined by the assign all or any portion of the Demised Premises. Notwitd the Lease consent of Beneficiary � and(c) sublease or ary shall not be required for to g the foregoing, prior written express terms of the Lease or for sublease or assignment of the Lease by Lessee pursuant to the Premises which,pursuant to Para gnment of all or any portion of the Demised Lessor. RPh 30 of the Lease, does not require the consent or a pproval of 8. Default. In the event Lessor shall fail to perform or observe an conditions or agreements in Benefici the.Lease, Lessee shall e of the terms, -Beneficiary shall have the light eve written notice thereof to Beneficiary and (but not the obligation) to cure such default. Lessee shall not take any action with respect to such default under the Lease, including without limitation order to terminate,rescind or avoid the Lease or to wi thereunder, for period of thhold any rent or other monetary any action in Provided, thirty (30) days after delivery of such �'obligations d, howevex, that in the case of any default which cannot with Written notice to Beneficiary; arty (30) day period, if Beneficiary shall proceed promptly to cure hnce be cured vcrithin said prosecute the curing of such default With diligence and continuity to completion,default and thereafter 159429v1 P n, the time within Page 4 6 �a which such default may be cured shall be extended for such period as may be reasonably necessary to complete the curing of such default with diligence and continuity. 9. Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be in writing and shall be considered as properly given if(i) mailed by first class United States mail,postage prepaid, registered or certified with return receipt requested, (ii)by delivering same in person to the intended addressee, or(iii)by delivery to a third party commercial delivery service for same day or next day delivery to the office of the addressee with proof of delivery. Notice so given shall be effective, as applicable, upon (i)its deposit with the U.S. Postal Service, (ii) delivery to the addressee, or(iii) upon delivery to such third party delivery service. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of thearties shall be: Beneficiary: Guaranty Federal Bank,F.S.B. 8333 Douglas Avenue Dallas, Texas 75225 Attention: Real Estate Lending Lessor: Fort Worth Te1Co Center Limited 5950 Berkshire Lane Suite 800 Dallas, Texas 75225 Attention:VP,Development Lessee: Real Estate/Lease Administration 500 Clinton Center Drive 3'd Building, 3`d Floor Clinton,MS 39056 With a copy to: WorldCom 6929 N.Lakewood Ave. Mail Drop 5.2-313 Tulsa, OK 74117 Attention: Director,Real Estate Notwithstanding the foregoing, any party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty(3 0) days' notice to the other parties in the manner set forth herein. 10. Counterparts. To facilitate execution, this instrument may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall 1s94zsvl Page 5 collectively constitute a single ins instrument to produce or account for ore than It all t be ounce necessary signatures of, or on behalf of in making Proof of this and the respective acknowIed containing the respective Any signature or acknowledgment of, each of the parties hereto. without impairing ginent Page to any counterpart may be detached from such counterpart Perin the legal effect of the signatures attached to another counterpart or acknowledgments thereon and thereafter acknowled identical thereto except having attached to it additional signature or gment pages. 11. Amendment. This Agreement than by an agreement, in may not be modified orally or in wzitine, sued by the parties hereto or their respective successors m 12 _Successor , 'This Agreement shall inure to the benefit of and be Parties hereto, their successors and assinS. bindingupon p on the 13. Termination. This Agreement shall be of no further force and effect become null and void upon the recording in the applicable records of Bene of the lien of the Deed of Trust. wriand shall ficlary's written release [Signatures on followingpage.] 159429v1 Pap 6 IN WITNESS WHEREOF,the parties hereto have executed this A regiment as of the day and year first above written. BENEFICIARY: GUARANTY FEDERAL BANK,F.S.B., a federal savings bank By: Name: Susan S. Clarkson Title: Vice President LESSOR: FORT WORTH TELCO CENTER LIMITED, a Texas limited partnership By: McCaslin Commercial I Limited, its general partner By: N J. D. McCaslin Title: Manager LESSEE: MCIMETRO ACCESS TRANSMISSION SERVICES,LLC a Delaware limited liability company By: Name: Title: Lynn K Hum pries Manager, Corporate Real Estate STATE OF TEXAS COLJNTy OF This instrument was acknowledged before me on the F.S.B,, a federal savin s b day of------ 2000, by g ank, on behalf of said bank, of GUAR�I`'^�y FEDERAL BANK Notary public, State of Texas THE STATE OF COUNTY OF JG, ' The foregoing instrument was acknowledged before me on this the _ day of 1 2000,by�)°e,,v, Z,), aI; - , A, it of MCIMETRO ACCESS TRANSMISSION SERVYCES, LLC, a Delaware Iirmted liability company, on behalf of said company. VrCINDYTA120F3 _ ,: `_•,f STATEOFMCAS Notary Public, State of (57" 5,3 THE STATE OF COMTTY OF The f0rerc-roin 2000, b � ////, g instrument was acknowledged before y e ore me on this the CENTERIAL day of partnership, fFORT WORTH RIETED, a Texas I' irri-ited p Partner, on behalf Of said partners hip, by McCaslin Co,,,,. 'EL60- hip. ercial I Limited, its General CINDY TaY>ORS Notary PuL4[c STATE OF TEXAS Not��y�p, 3 EXHIBIT "A" TO NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT LEGAL DESCRIPTION BEING all of Lots 10 through 21 and a portion of Lots 9 and 22,Block 5 Jennings East (unrecorded plat) as described by deed to G&K Services, Co. and recorded in Volume 12835,P. 545 of the Deed Records of Tarrant County, Texas and being more particularly described by metes and bounds as follows: Beginning at a point for the northeast corner of Lot 15 of said Block 5 from which a "Y" cut in concrete found bears South 315.00 feet and East 94.00 feet for the southwest corner of that certain tract of land described by deed to Man-Chun Sill and I ivlei Wang Siu as recorded in Volume 7816, Page 604 of said deed records; THENCE South, 180.90 feet with the east line of said Block 5 to a point 15.90 feet south of the northeast corner of said Lot 9; THENCE South 89 Degrees 49 Minutes 19 Seconds West, 194.00 feet with the south line of said G&K Services, Co. tract and along the south line of a brick wall to a "+" set in concrete in the west line of said Lot 22; THENCE North with the west line of said Block 5, at 16.50 feet pass the northwest corner of said Lot 22, continuing in all 181.50 feet to a point from which a "+" found bears North 18 Degrees 00 Minutes, 00 Seconds East, 0.18 feet, THENCE East, 194.00 feet with the north line of said Block 5 to o the POINT OF BEGi—NNING and containing 0.807 acres (35,153 square feet) of land more or less. 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