Exhibit 10.43


 


FINAL




LEASE AGREEMENT

(Buildings 9127, 9189, 9191 and 9193 South Jamaica Street)


BY AND BETWEEN


WELLS REIT II — SOUTH JAMAICA
STREET, LLC, 

a Delaware limited liability company


AS LANDLORD


and


CH2M HILL, INC.,

a Florida corporation


AS TENANT


DATED                     ,
2007





 
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Basic Lease Information

  	
   

  	
  1

  
	
  Article I

  	
   

  	
  DEMISE

  	
   

  	
  1

  
	
  Article II

  	
   

  	
  PREMISES AND COMMON
  AREAS

  	
   

  	
  1

  
	
  2.01

  	
   

  	
  Premises

  	
   

  	
  1

  
	
  2.02

  	
   

  	
  No Remeasurement

  	
   

  	
  1

  
	
  2.03

  	
   

  	
  Common Areas; Parking

  	
   

  	
  1

  
	
  2.04

  	
   

  	
  Sale of Project Parcels

  	
   

  	
  3

  
	
  Article III

  	
   

  	
  TERM

  	
   

  	
  3

  
	
  3.01

  	
   

  	
  Term

  	
   

  	
  3

  
	
  3.02

  	
   

  	
  Expiration Date

  	
   

  	
  3

  
	
  Article IV

  	
   

  	
  RENT

  	
   

  	
  3

  
	
  4.01

  	
   

  	
  Base Rent

  	
   

  	
  3

  
	
  4.02

  	
   

  	
  Additional Rent

  	
   

  	
  4

  
	
  4.03

  	
   

  	
  Expense Limitations

  	
   

  	
  6

  
	
  4.04

  	
   

  	
  Exclusions from Expenses

  	
   

  	
  7

  
	
  4.05

  	
   

  	
  Payment of Additional Rent

  	
   

  	
  11

  
	
  4.06

  	
   

  	
  Preliminary Review of Expense Information; Tenant’s
  Right to Audit Expenses

  	
   

  	
  13

  
	
  4.07

  	
   

  	
  General Payment Terms

  	
   

  	
  14

  
	
  Article V

  	
   

  	
  UTILITY EXPENSES

  	
   

  	
  14

  
	
  5.01

  	
   

  	
  Utility Charges

  	
   

  	
  14

  
	
  5.02

  	
   

  	
  Interruption of Service

  	
   

  	
  14

  
	
  5.03

  	
   

  	
  Rental Abatement

  	
   

  	
  15

  
	
  Article VI

  	
   

  	
  LATE CHARGE

  	
   

  	
  15

  
	
  Article VII

  	
   

  	
  TENANT’S RIGHT OF
  POSSESSION

  	
   

  	
  15

  
	
  Article VIII

  	
   

  	
  USE OF PREMISES

  	
   

  	
  15

  
	
  8.01

  	
   

  	
  Permitted Use

  	
   

  	
  15

  
	
  8.02

  	
   

  	
  Compliance with Governmental Regulations and Private
  Restrictions

  	
   

  	
  16

  
	
  8.03

  	
   

  	
  Compliance with Americans with Disabilities Act

  	
   

  	
  16

  
	
  Article IX

  	
   

  	
  ACCEPTANCE OF PREMISES

  	
   

  	
  17

  
	
  Article X

  	
   

  	
  SURRENDER

  	
   

  	
  17

  
	
  Article XI

  	
   

  	
  ALTERATIONS AND
  ADDITIONS

  	
   

  	
  18

  
	
  11.01

  	
   

  	
  Alterations

  	
   

  	
  18

  
	
  11.02

  	
   

  	
  Compliance with Laws; Insurance

  	
   

  	
  18

  
	
  11.03

  	
   

  	
  No Fixtures

  	
   

  	
  19

  
							



 



 i
 









 


	
  11.04

  	
   

  	
  Phone and Cable Installations

  	
   

  	
  19

  
	
  11.05

  	
   

  	
  Consent for Certain Installations

  	
   

  	
  19

  
	
  11.06

  	
   

  	
  Notification of Commencement

  	
   

  	
  19

  
	
  11.07

  	
   

  	
  Notice of Removal Obligations

  	
   

  	
  19

  
	
  Article XII

  	
   

  	
  MAINTENANCE AND REPAIRS
  OF PREMISES

  	
   

  	
  20

  
	
  12.01

  	
   

  	
  Maintenance by Tenant

  	
   

  	
  20

  
	
  12.02

  	
   

  	
  Maintenance by Landlord

  	
   

  	
  20

  
	
  12.03

  	
   

  	
  Responsibility for Common Areas

  	
   

  	
  20

  
	
  Article XIII

  	
   

  	
  LANDLORD’S INSURANCE

  	
   

  	
  21

  
	
  13.01

  	
   

  	
  Commercial General Liability Insurance

  	
   

  	
  21

  
	
  13.02

  	
   

  	
  Real Property Insurance

  	
   

  	
  22

  
	
  Article XIV

  	
   

  	
  TENANT’S INSURANCE

  	
   

  	
  22

  
	
  14.01

  	
   

  	
  Commercial General Liability Insurance

  	
   

  	
  22

  
	
  14.02

  	
   

  	
  Personal Property Insurance

  	
   

  	
  23

  
	
  14.03

  	
   

  	
  Worker’s Compensation Insurance; Employer’s
  Liability Insurance

  	
   

  	
  23

  
	
  14.04

  	
   

  	
  Evidence of Coverage

  	
   

  	
  23

  
	
  14.05

  	
   

  	
  Self Insured Retention

  	
   

  	
  23

  
	
  Article XV

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  24

  
	
  15.01

  	
   

  	
  Landlord

  	
   

  	
  24

  
	
  15.02

  	
   

  	
  Tenant

  	
   

  	
  24

  
	
  15.03

  	
   

  	
  No Impairment of Insurance

  	
   

  	
  24

  
	
  15.04

  	
   

  	
  Survival

  	
   

  	
  24

  
	
  Article XVI

  	
   

  	
  SUBROGATION

  	
   

  	
  24

  
	
  Article XVII

  	
   

  	
  SIGNAGE

  	
   

  	
  25

  
	
  Article XVIII

  	
   

  	
  ROOFTOP EQUIPMENT

  	
   

  	
  25

  
	
  18.01

  	
   

  	
  Rooftop Equipment

  	
   

  	
  25

  
	
  18.02

  	
   

  	
  Installation and
  Maintenance

  	
   

  	
  25

  
	
  18.03

  	
   

  	
  No Project
  Interference

  	
   

  	
  26

  
	
  18.04

  	
   

  	
  Tenant’s Obligations

  	
   

  	
  26

  
	
  Article XIX

  	
   

  	
  FREE FROM LIENS

  	
   

  	
  26

  
	
  Article XX

  	
   

  	
  ENTRY BY LANDLORD

  	
   

  	
  27

  
	
  Article XXI

  	
   

  	
  DESTRUCTION AND DAMAGE

  	
   

  	
  27

  
	
  21.01

  	
   

  	
  Restoration

  	
   

  	
  27

  
	
  21.02

  	
   

  	
  Termination Rights

  	
   

  	
  27

  
	
  21.03

  	
   

  	
  Damage Late in the Term

  	
   

  	
  28

  
	
  21.04

  	
   

  	
  Abatement

  	
   

  	
  28

  
	
  Article XXII

  	
   

  	
  CONDEMNATION

  	
   

  	
  29

  
	
  22.01

  	
   

  	
  Condemnation

  	
   

  	
  29

  
	
  22.02

  	
   

  	
  Condemnation Proceeds

  	
   

  	
  29

  



 



 ii
 









 


	
  Article XXIII

  	
   

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  	
  30

  
	
  23.01

  	
   

  	
  Assignment

  	
   

  	
  30

  
	
  23.02

  	
   

  	
  Tenant Affiliate

  	
   

  	
  30

  
	
  23.03

  	
   

  	
  Tenant to Remain Liable

  	
   

  	
  31

  
	
  23.04

  	
   

  	
  Profits

  	
   

  	
  31

  
	
  23.05

  	
   

  	
  Credit Union Sublease

  	
   

  	
  31

  
	
  Article XXIV

  	
   

  	
  TENANT’S DEFAULT

  	
   

  	
  32

  
	
  24.01

  	
   

  	
  Abandonment

  	
   

  	
  32

  
	
  24.02

  	
   

  	
  Payment Failure

  	
   

  	
  32

  
	
  24.03

  	
   

  	
  Assignment to Creditors

  	
   

  	
  32

  
	
  24.04

  	
   

  	
  Bankruptcy

  	
   

  	
  32

  
	
  24.05

  	
   

  	
  Receivership

  	
   

  	
  32

  
	
  24.06

  	
   

  	
  Breach of Covenant

  	
   

  	
  32

  
	
  24.07

  	
   

  	
  Tenant’s Insurance

  	
   

  	
  33

  
	
  24.08

  	
   

  	
  Failure to Discharge Lien

  	
   

  	
  33

  
	
  Article XXV

  	
   

  	
  LANDLORD’S REMEDIES

  	
   

  	
  33

  
	
  25.01

  	
   

  	
  Termination

  	
   

  	
  33

  
	
  25.02

  	
   

  	
  Continuation of Lease

  	
   

  	
  33

  
	
  25.03

  	
   

  	
  Cumulative Remedies

  	
   

  	
  34

  
	
  25.04

  	
   

  	
  No Surrender

  	
   

  	
  34

  
	
  Article XXVI

  	
   

  	
  LANDLORD’S RIGHT TO
  PERFORM TENANT’S OBLIGATIONS

  	
   

  	
  34

  
	
  26.01

  	
   

  	
  Performance by Landlord

  	
   

  	
  34

  
	
  26.02

  	
   

  	
  Emergency Performance by Landlord

  	
   

  	
  34

  
	
  26.03

  	
   

  	
  Tenant Reimbursement

  	
   

  	
  35

  
	
  Article XXVII

  	
   

  	
  TENANT’S RIGHT TO
  PERFORM LANDLORD’S OBLIGATIONS; LANDLORD’S LIABILITY

  	
   

  	
  35

  
	
  27.01

  	
   

  	
  Tenant’s Right To Perform Landlord’s Obligations

  	
   

  	
  35

  
	
  27.02

  	
   

  	
  Landlord’s Liability

  	
   

  	
  35

  
	
  Article XXVIII

  	
   

  	
  ATTORNEYS’ FEES

  	
   

  	
  35

  
	
  Article XXIX

  	
   

  	
  TAXES

  	
   

  	
  36

  
	
  Article XXX

  	
   

  	
  EFFECT OF CONVEYANCE

  	
   

  	
  36

  
	
  Article XXXI

  	
   

  	
  ESTOPPEL CERTIFICATE

  	
   

  	
  36

  
	
  Article XXXII

  	
   

  	
  SUBORDINATION

  	
   

  	
  37

  
	
  Article XXXIII

  	
   

  	
  ENVIRONMENTAL COVENANTS

  	
   

  	
  37

  
	
  33.01

  	
   

  	
  Definition of Hazardous Materials

  	
   

  	
  37

  
	
  33.02

  	
   

  	
  Definition of Environmental Laws

  	
   

  	
  38

  
	
  33.03

  	
   

  	
  Tenant Use

  	
   

  	
  38

  
	
  33.04

  	
   

  	
  Remediation

  	
   

  	
  38

  
	
  33.05

  	
   

  	
  Inspection; Access

  	
   

  	
  38

  



 


 



 iii
 









 


	
  33.06

  	
   

  	
  Landlord’s Remediation Right

  	
   

  	
  39

  
	
  33.07

  	
   

  	
  Surrender

  	
   

  	
  39

  
	
  33.08

  	
   

  	
  Tenant Indemnity

  	
   

  	
  39

  
	
  33.09

  	
   

  	
  Acknowledgement of Purchase Agreement

  	
   

  	
  40

  
	
  33.10

  	
   

  	
  Existing Hazardous Materials

  	
   

  	
  40

  
	
  33.11

  	
   

  	
  Survival

  	
   

  	
  40

  
	
  Article XXXIV

  	
   

  	
  NOTICES

  	
   

  	
  40

  
	
  Article XXXV

  	
   

  	
  WAIVER

  	
   

  	
  41

  
	
  Article XXXVI

  	
   

  	
  HOLDING OVER

  	
   

  	
  41

  
	
  Article XXXVII

  	
   

  	
  SUCCESSORS AND ASSIGNS

  	
   

  	
  41

  
	
  Article XXXVIII

  	
   

  	
  TIME

  	
   

  	
  41

  
	
  Article XXXIX

  	
   

  	
  BROKERS

  	
   

  	
  42

  
	
  Article XL

  	
   

  	
  RULES AND REGULATIONS

  	
   

  	
  42

  
	
  Article XLI

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  42

  
	
  Article XLII

  	
   

  	
  INTEREST

  	
   

  	
  42

  
	
  Article XLIII

  	
   

  	
  CONSTRUCTION

  	
   

  	
  43

  
	
  Article XLIV

  	
   

  	
  SECURITY

  	
   

  	
  43

  
	
  44.01

  	
   

  	
  Security Responsibility

  	
   

  	
  43

  
	
  44.02

  	
   

  	
  Security Measures

  	
   

  	
  43

  
	
  Article XLV

  	
   

  	
  LANDLORD LIEN WAIVER

  	
   

  	
  43

  
	
  45.01

  	
   

  	
  Waiver of Lien Rights

  	
   

  	
  43

  
	
  45.02

  	
   

  	
  No Fixtures

  	
   

  	
  44

  
	
  Article XLVI

  	
   

  	
  APPROVALS

  	
   

  	
  44

  
	
  Article XLVII

  	
   

  	
  REASONABLE EXPENDITURES

  	
   

  	
  44

  
	
  Article XLVIII

  	
   

  	
  QUIET ENJOYMENT

  	
   

  	
  45

  
	
  Article XLIX

  	
   

  	
  OPTIONS TO RENEW

  	
   

  	
  45

  
	
  49.01

  	
   

  	
  Renewal Option

  	
   

  	
  45

  
	
  49.02

  	
   

  	
  Payment upon Non-Renewal

  	
   

  	
  46

  
	
  49.03

  	
   

  	
  Definition of Prevailing Market Rent

  	
   

  	
  46

  
	
  49.04

  	
   

  	
  Determination of Prevailing Market Rent

  	
   

  	
  47

  
	
  49.05

  	
   

  	
  Withdrawal of Election Notice

  	
   

  	
  47

  
	
  Article L

  	
   

  	
  [INTENTIONALLY OMITTED]

  	
   

  	
  48

  
	
  Article LI

  	
   

  	
  TENANT COMPETITORS

  	
   

  	
  48

  



 



 iv
 









 


	
  Exhibit

  	
   

  	
   

  
	
  A

  	
   

  	
  Diagram of the Premises

  
	
  B

  	
   

  	
  Commencement and
  Expiration Date Memorandum

  
	
  C

  	
   

  	
  Rules and Regulations

  
	
  D

  	
   

  	
  Form of Estoppel
  Certificate

  
	
  E

  	
   

  	
  Companies Subject to
  Signage Prohibition and Leasing Restriction

  



 


 



 v















LEASE AGREEMENT


BASIC
LEASE INFORMATION


	
  Lease Date:

  	
   

  	
                              ,
  2007

  
	
  Landlord:

  	
   

  	
  WELLS REIT II — South Jamaica
  Street, LLC, 

  a Delaware limited liability company

  
	
  Landlord’s Address:

  	
   

  	
  c/o Wells Management,
  Inc. 

  6200 The Corners Parkway, Suite 250 

  Norcross, Georgia 30092-2295 

  Attn: Asset Manager — West Region

  
	
  Tenant:

  	
   

  	
  CH2M
  HILL, INC.,  

  a Florida corporation

  
	
  Tenant’s Contact Person:

  	
   

  	
  Real Estate Coordinator

  
	
  Tenant’s Address and
  Telephone Number:

  	
   

  	
  9191 South Jamaica
  Street 

  Englewood, Colorado 80112 

  (303) 771-0900

  
	
  Premises Square Footage:

  	
   

  	
  Approximately four
  hundred seventy-eight thousand one hundred twenty-three (478,123) rentable
  square feet, comprised of approximately 107,638 rentable square feet located
  in the Building at 9189 South Jamaica Street (the “North
  Building”), comprised of approximately 107,638 rentable
  square feet located in the Building at 9193 South Jamaica Street (the “South Building”),
  comprised of approximately 107,638 rentable square feet located in the
  Building at 9127 South Jamaica Street (the “East
  Building”) and comprised of approximately 155,209 rentable
  square feet located in the Building at 9191 South Jamaica Street (the “West Building”).

  
	
  Premises Addresses:

  	
   

  	
  9127, 9189, 9191 and 9193
  South Jamaica Street 

  Englewood, Colorado 80112

  
	
  Project:

  	
   

  	
  An office complex
  containing four buildings with approximately 478,123 aggregate rentable
  square feet, together with the land on which the Project is situated and all
  Common Areas

  
	
  Proportionate Share:

  	
   

  	
  100%, for so long as
  Tenant leases the entire Premises, and otherwise as provided in
  Paragraph 4.05.3.

  



 



 1
 









 


	
  Buildings:

  	
   

  	
  The four (4)
  buildings located at 9127, 9189, 9191 and 9193 South Jamaica Street,
  Englewood, Colorado, as shown on Exhibit A
  attached hereto.

  
	
  Length of Term:

  	
   

  	
  One hundred twenty
  (120) full calendar months plus any partial calendar month at commencement of
  the Term

  
	
  Commencement Date:

  	
   

  	
  The Lease Date
  specified above

  
	
  Security Deposit:

  	
   

  	
  None

  
	
  Permitted Use:

  	
   

  	
  General office
  purposes, including operation of a data center, together with incidental use
  of portions of the Premises for training, an employee cafeteria and an
  employee gym or employee credit union

  
	
  Normal Business Hours:

  	
   

  	
  7:00 a.m. to
  6:00 p.m. Monday through Friday and 8:00 a.m. to 2:00 p.m.
  Saturdays

  
	
  Brokers:

  	
   

  	
  Landlord’s Broker: None
  

  

  Tenant’s Broker: Cushman & Wakefield

  



 


 



 2















LEASE
AGREEMENT


THIS LEASE AGREEMENT is
made and entered into by and between Landlord and Tenant as of the Lease
Date.  The defined terms used in this
Lease which are defined in the Basic Lease Information attached to this Lease
Agreement (“Basic Lease Information”)
shall have the meaning and definition given them in the Basic Lease
Information.  The Basic Lease
Information, the exhibits attached hereto, and this Lease Agreement are and
shall be construed as a single instrument and are referred to herein as the “Lease.”


Article I



Demise


In consideration for the rents and all other charges
and payments payable by Tenant, and for the agreements, terms and conditions to
be performed by Tenant in this Lease, Landlord does hereby lease to Tenant, and
Tenant does hereby hire and take from Landlord, the Premises described below
(the “Premises”), upon the
agreements, terms and conditions of this Lease for the Term hereinafter stated.


Article II



Premises and Common Areas


2.01         Premises.  The Premises demised by this Lease shall
constitute the entirety of the Buildings (as the term “Buildings” is defined in
the Basic Lease Information) (any and each of which may be referred to
separately as a “Building”), which Buildings are located in the
Project (as the term “Project” is defined in the Basic Lease
Information).  The Premises shall have
the address and contain the approximate square footage specified in the Basic
Lease Information.


2.02         No Remeasurement. 
The parties acknowledge and agree that the Premises contain the number
of rentable square feet stated in the Basic Lease Information and that each of
the Buildings contains the number of rentable square feet stated therefor in
the Basic Lease Information.  None of
such rentable areas shall be subject to remeasurement or adjustment.


2.03         Common
Areas; Parking.


2.03.1           Use.  Subject to Landlord’s rights set forth herein
and for so long as the Premises include the entirety of all of the Buildings,
Tenant shall have the exclusive right to use the Common Areas (as hereinafter
defined), subject to the right of Landlord to access and use the Common Areas
in connection with the performance of its obligations and exercise of its
rights set forth in this Lease.  At such
time as Tenant may lease less than all of the Premises originally demised
hereunder, Tenant shall have the non-exclusive right (in common with other
tenants and Landlord, which uses shall not be in violation of any of the
express terms of this Lease) to use the Common Areas.  No easement for light or air is incorporated
in the Premises.  For purposes of this
Lease, the term “Common Areas” shall mean all areas and facilities
outside the Premises and within the exterior boundary line of the Project that
are provided for the non-exclusive use of 



 1
 









Landlord,
Tenant and other tenants of the Project and their respective employees, guests
and invitees.  In the event that the
Premises do not include the entirety of a Building, Landlord shall designate
the portions of such Building which shall be Common Areas, which designation
shall be consistent with Institutional Asset Management Practices (as
hereinafter defined) and measured in accordance with BOMA standards.


2.03.2           Common Area Alterations.  Landlord shall have the right, from time to
time, to:  (i) make changes to the
Common Areas, including, without limitation, changes in the location, size,
shape and number of driveways, entrances, parking spaces, ingress, egress,
direction of driveways, entrances, corridors and walkways, provided that for so
long as the Premises include the entirety of all of the Buildings, Landlord
shall obtain Tenant’s prior written consent to any material changes to the
location, size, shape and number of the facilities listed above, which consent
shall not be unreasonably withheld, conditioned or delayed, and further
provided that Tenant’s consent shall not be required for any changes required
by applicable Laws or consistent with Institutional Asset Management Practices;
(ii) close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available; (iii) use the
Common Areas while engaged in making additional improvements, repairs or
alterations to the Project or any portion thereof; and (iv) do and perform
any other acts or make any other changes in, to or with respect to the Common
Areas and the Project as Landlord may, in its reasonable discretion, deem to be
appropriate.


2.03.3           Parking.  For so long as the Premises include the
entirety of all of the Buildings, Tenant shall enjoy full access to and use of
the entire on-site, unreserved parking spaces at the Project, at no additional
cost other than Rent payable hereunder. 
From and after the date that the Premises do not include all thereof,
Tenant shall be entitled to use, on an unreserved basis, the proportion of the
parking spaces in the Project that the rentable area of the Premises bears to
the rentable area of the Project.  Tenant’s
use of the parking facilities and other Common Areas of the Project shall be
subject to Rules and Regulations promulgated in accordance with
Paragraph 8.02, which may include the allocation or designation of
particular parking spaces and parking areas for particular tenants, and
reasonable arrangements regarding the use and operation thereof.


2.03.4           Additional Parking Spaces.  Tenant shall have the right, at its
discretion and option, prior to the Outside Option Exercise Date for the first
Renewal Option (as specified in Paragraph 49.01), to construct new
improvements to provide up to one hundred ninety-two (192) additional parking
spaces or more and associated Common Area improvements for the Project (the “Parking
Expansion  Alterations”), upon the following terms and
conditions:  (i) the Parking
Expansion Alterations shall be in one or more locations or lots and of a design
approved by Landlord and shall include associated drive lanes, walkways,
signage, lighting facilities, landscaping and all related improvements
appropriate to make the Parking Expansion Alterations equivalent in quality,
design, type and character to the parking facilities and related improvements
existing in the Project as of the Commencement Date; (ii) the Parking
Expansion Alterations shall be constructed in accordance with plans and
specifications approved in writing by Landlord prior to commencement of work,
which approval shall not be unreasonably withheld or delayed; and
(iii) Tenant shall construct the Parking Expansion 



 2
 









Alterations at
its sole cost and expense, in compliance with applicable Laws and with all
Private Restrictions (as defined in Paragraph 8.02), in the same manner
and upon the same terms and conditions as provided in this Lease with regard to
Alterations (as defined in Paragraph 11.01).  The provisions of Paragraph 49.02 of
this Lease may require that a payment be made to Landlord determined by
reference to the Parking Expansion Alterations, if and to the extent expressly
provided pursuant to such Paragraph.


2.04         Sale
of Project Parcels.  Landlord and
Tenant acknowledge that the Project is comprised of three separate legal parcels,
each of which is subject to a separate right of first offer in favor of a third
party.  Landlord and Tenant further
acknowledge that such three parcels may, from time to time during the Term, be
held by one or more owners.  In the event
that a sale or sales of any such parcel or parcels is contemplated or has
occurred and, as a result of such sale, the fee interest in the Project will be
or no longer is held by a single owner, Landlord and Tenant shall substitute
separate comparable leases for this Lease, one with each owner of a portion of
the Project, with the provisions of such leases, taken together, setting forth
the same economic terms provided in this Lease and, as to matters relating to
the separation of this Lease into separate leases for each owner, to be in all
respects upon terms that are the same as those set forth in this Lease, to the
extent consistent with having one lease with each owner.


Article III



Term


3.01         Term.  The term of this Lease (the “Term”)
shall be for the period of months specified in the Basic Lease Information (the
“Initial
Term”), commencing on the Commencement Date (as the term “Commencement Date”
is defined in the Basic Lease Information). 
The Commencement Date is the date of the “closing” of Landlord’s
purchase of the Project from Tenant under that certain Agreement of Purchase
and Sale dated as of September 11, 2007, by and between Tenant as “Seller” and
Landlord as “Buyer” (the “Purchase Agreement”). 
The Term shall be subject to the Renewal Options of Tenant provided in
Paragraph XLIX of this Lease.


3.02         Expiration
Date.  The date on which the Term
expires (the “Expiration
Date”) shall be the last day of the Term, as specified in
Paragraph 3.01.


Article IV



Rent


4.01         Base
Rent.  Tenant shall pay to Landlord,
in advance on the first day of each month, without further notice or demand
and, except as may be expressly set forth in this Lease, without offset,
rebate, credit or deduction for any reason whatsoever, the monthly installments
of rent as provided below (collectively, the “Base Rent”):



 3
 









 




	
  Lease Year

  	
   

  	
  Monthly Installment

  of Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  
	
  1

  	
   

  	
  $

  	
  836,715.25

  	
   

  	
  $

  	
  10,040,583.00

  	
   

  
	
  2

  	
   

  	
  $

  	
  851,357.77

  	
   

  	
  $

  	
  10,216,293.20

  	
   

  
	
  3

  	
   

  	
  $

  	
  866,256.53

  	
   

  	
  $

  	
  10,395,078.33

  	
   

  
	
  4

  	
   

  	
  $

  	
  881,416.02

  	
   

  	
  $

  	
  10,576,992.20

  	
   

  
	
  5

  	
   

  	
  $

  	
  896,840.80

  	
   

  	
  $

  	
  10,762,089.57

  	
   

  
	
  6

  	
   

  	
  $

  	
  912,535.51

  	
   

  	
  $

  	
  10,950,426.14

  	
   

  
	
  7

  	
   

  	
  $

  	
  928,504.88

  	
   

  	
  $

  	
  11,142,058.59

  	
   

  
	
  8

  	
   

  	
  $

  	
  944,753.72

  	
   

  	
  $

  	
  11,337,044.62

  	
   

  
	
  9

  	
   

  	
  $

  	
  961,286.91

  	
   

  	
  $

  	
  11,535,442.90

  	
   

  
	
  10

  	
   

  	
  $

  	
  978,109.43

  	
   

  	
  $

  	
  11,737,313.15

  	
   

  






For purposes of the foregoing table, the first “Lease
Year” shall include any partial calendar month at Term commencement and the
first twelve (12) full calendar months of the Term.  Each subsequent “Lease Year” shall a period
of twelve (12) full calendar months beginning immediately following the end of
the prior Lease Year.


4.02         Additional
Rent.  This Lease is intended to be a
triple-net Lease with respect to Landlord; and except as expressly set forth in
this Lease, the Base Rent owing hereunder is (i) to be paid by Tenant
absolutely net of all commercially reasonable costs and expenses relating to
Landlord’s operation of the Project and the Buildings, and (ii) not to be
reduced, offset or diminished, directly or indirectly, by any cost, charge or
expense payable hereunder by Tenant or by others in connection with the
Premises, the Buildings and/or the Project or any part thereof.  The provisions of this Paragraph 4.02
for the payment of Tenant’s Proportionate Share of Expenses (as hereinafter
defined) are intended to pass on to Tenant its share of all such costs and
expenses.  In addition to the Base Rent,
Tenant shall pay to Landlord, in accordance with this Paragraph IV, Tenant’s
Proportionate Share of all commercially reasonable costs and expenses that are
permissible expenses as set forth in this Lease paid or incurred by Landlord in
connection with the operation, maintenance, management and repair of the
Premises, the Buildings and/or the Project or any part thereof (collectively,
the “Expenses”),
including, without limitation, all the following items (the “Additional Rent”):


4.02.1           Taxes and Assessments.  All real estate taxes and assessments, which
shall include any form of tax, assessment, fee, license fee, business license
fee, levy, or tax, imposed by any authority having the direct or indirect power
to tax, or by any city, county, state or federal government or any improvement
or other district or division thereof, whether general, special, ordinary or
extraordinary, including, without limitation, real estate taxes, general and
special assessments, transit taxes, business taxes, leasehold taxes, personal
property taxes imposed upon the fixtures, machinery, equipment, apparatus,
systems and equipment, appurtenances, furniture and other personal property
located on or used in connection with the Premises, the Buildings and/or the
Project or 



 4
 









any part
thereof, or the land upon which the same are located, including but not limited
to any tax that:  (A) is determined
by the area of the Premises, the Buildings and/or the Project or any part thereof
or the land upon which the same are located, or the Rent and other sums payable
hereunder by Tenant or by other tenants, including, but not limited to, any
gross income or excise tax levied by any of the foregoing authorities with
respect to receipt of Rent and/or other sums due under this Lease; (B) is
upon any legal or equitable interest of Landlord in the Premises, the Buildings
and/or the Project or any part thereof, or the land upon which the same are
located; (C) is upon this transaction or any document to which Tenant is a
party creating or transferring any interest in the Premises, the Buildings
and/or the Project or the land upon which the same are located; (D) is
levied or assessed in lieu of, in substitution for, or in addition to, existing
or additional taxes against the Premises, the Buildings and/or the Project or
the land upon which the same are located, whether or not now customary or
within the contemplation of the parties; (E) if not paid, may give rise to
a lien or charge upon the Premises, the Buildings and/or the Project or any
part thereof or the land upon which the same are located; together with the
costs and expenses incurred by Landlord in connection with any contest of any
of the foregoing taxes or assessments (collectively, “Taxes and Assessments”).  For so long as the Premises include the
entirety of all of the Buildings, Tenant, at its cost, shall have the right to
seek a reduction in or otherwise contest any Taxes and Assessments for which it
is obligated to reimburse Landlord pursuant to this Paragraph, by action or
proceeding against the entity with authority to assess or impose the same.  Landlord shall not be required to join in any
such proceeding or action brought by Tenant unless the provisions of applicable
Laws require that such proceeding or action be brought by or in the name of
Landlord, in which event Landlord shall join in such proceeding or action or
permit it to be brought in Landlord’s name, provided that Tenant protect,
indemnify, and hold Landlord free and harmless from and against any liability,
cost or expense in connection with such proceeding or contest.  Tenant shall continue, during the pendency of
such proceeding or action, to pay the Taxes and Assessments due as determined
by Landlord pursuant to this Paragraph IV. 
If Tenant is successful in such action or proceeding, Landlord shall
reimburse to Tenant Proportionate Share of the reduction in Taxes and
Assessments realized by Tenant in such contest or proceeding within
thirty (30) days after the amount of such reduction has been paid to
Landlord by the taxing authority. 
Notwithstanding anything herein to the contrary, in no event shall Taxes
and Assessments include any franchise, estate, gift, succession, inheritance,
transfer, net income, or excess profits tax imposed upon Landlord, or any
penalties or fees arising from Landlord’s late payment of any Taxes and
Assessments, provided Tenant shall have timely paid to Landlord the amount due
in respect thereof pursuant to this Lease.


4.02.2           Insurance.  All insurance premiums and other reasonable,
direct, and actual costs and expenses of Landlord for insurance carried in
connection with the Project, to the extent consistent with Institutional Asset
Management Practices, and any deductibles paid under policies of any such
insurance.  Notwithstanding the foregoing
or any other provision of this Lease, with respect to any particular casualty
event affecting the Project, the deductible amounts and the other costs of
repair of the casualty shall be amortized over the useful life of the repair
according to generally accepted accounting practices, and only the portion of
such amortized deductible as is allocable to the balance of the Term shall be
included in Additional Rent, and the maximum amount included in 



 5
 









Additional
Rent in any calendar year with respect to such event shall not exceed $2.00 per
square foot of rentable area of the Premises. 
Landlord shall be responsible for all costs beyond $2.00 per square
foot.


4.02.3           Utilities.  The cost of all Utilities (as hereinafter
defined) serving the Premises, the Buildings and the Project that are not
separately metered to Tenant, any assessments or charges for Utilities or
similar purposes included within any tax bill for the Buildings or the Project,
including, without limitation, entitlement fees, allocation unit fees, and/or
any similar fees or charges related thereto, and any amounts, taxes, charges,
surcharges, assessments or impositions levied, assessed or imposed upon the
Premises, the Buildings or the Project or any part thereof, or upon Tenant’s
use and occupancy thereof, as a result of any rationing of Utility services or
restriction on Utility use affecting the Premises, the Buildings and/or the
Project, as contemplated in Paragraph V below (collectively, “Utility Expenses”).


4.02.4           Common Area Expenses.  All costs to operate, maintain, repair,
supervise, insure and administer the Common Areas, including supplies,
materials, labor and equipment used in or related to the operation and
maintenance of the Common Areas, including signs and directories on the
Buildings and/or the Project, landscaping (including maintenance contracts and
fees payable to landscaping consultants), amenities, sprinkler systems,
sidewalks, walkways, driveways, curbs, lighting systems and security services,
if any, provided by Landlord for the Common Areas, and any charges,
assessments, costs or fees payable pursuant to any covenants, conditions and
restrictions or other documents or instruments to which the Project is subject
or levied by any association or entity of which the Project or any part thereof
is a member or to which the Project or any part thereof is subject.


4.02.5           Maintenance and Repair Costs.  Subject to the limitations on expenses set
forth herein, the reasonable costs to maintain and repair the Premises, the
Buildings and/or the Project or any part thereof, including, without
limitation, (A) all costs paid under maintenance, management and service
agreements such as contracts for janitorial, security and refuse removal, (B) all
costs to maintain and repair the roof coverings of the Buildings or the Project
or any part thereof, and (C) all costs to maintain and repair the heating,
ventilating, air conditioning, plumbing, gas, sewer, drainage, electrical, fire
protection and life safety systems and other mechanical and electrical systems
and equipment serving the Premises, the Buildings and/or the Project or any
part thereof (collectively, the “Systems”).


4.03         Expense
Limitations.


4.03.1           Capital Expense Limitations.  Notwithstanding anything in this
Paragraph 4.03 to the contrary, the cost of all repairs, replacements or
improvements made to the Premises or the Project which would customarily be
capitalized under industry standard commercial real estate accounting practices
shall not be included as Additional Rent and shall be the sole responsibility
of Landlord; provided, however, that to the extent any such costs relate to
repairs, replacements or improvements which are (i) required by Law to be
performed either (A) due to the actions of Tenant (including, 



 6
 









without
limitation, the making of any Alterations) or (B) to comply with the
requirements of any Law not effective with respect to the Project upon the
Commencement Date, or (ii) performed primarily to reduce current or future
operating expense costs or otherwise improve the operating efficiency of the
Project and which repairs, replacements or improvements are consistent with
Institutional Asset Management Practices, or (iii) incurred in restoration
or other repair following a casualty, but only to the extent expressly included
pursuant to Paragraph 4.02.2 above, then in any such case such costs shall
be included as Additional Rent under this Paragraph 4.03, and Tenant shall
be required to pay only the pro rata share of the cost of the item falling due
within the Term based upon the amortization of the same over the useful life of
such item (including interest on the unamortized cost), as reasonably
determined in accordance with industry standard commercial real estate accounting
practices .


4.03.2           Reasonable Expenses.  An Expense incurred by Landlord in any
calendar year shall be deemed to be “commercially reasonable” so long as the
same would generally be incurred by an Institutional Owner (as hereinafter
defined) during such year in connection with the Project, applying
Institutional Asset Management Practices (as hereinafter defined), giving due
regard to the responsibilities of Landlord set forth herein and the nature and
character of the Project.  As used
herein, the term “Institutional Owner” means pension funds, life
insurance companies, real estate investment trusts and other institutional
owners and operators of commercial real estate in Douglas County, Colorado, and
“Institutional
Asset Management Practices” means the asset management
standards generally employed by Institutional Owners with respect to real
estate assets held for purposes of investment (as opposed to owner-occupied
assets).


4.04         Exclusions
from Expenses.  Notwithstanding
anything to the contrary contained in Paragraph 4.02 above, “Expenses” and
“Additional Rent” shall not include and Tenant shall not have any obligation to
pay for the following (the “Expense Exclusions”):


4.04.1           costs incurred in connection with the
original construction of the Project or the Buildings, or in connection with
any major change in the Project or the Buildings, such as adding or deleting
floors (a “Major
Change”), and the repair or replacement of capital items,
except to the extent expressly permitted under the second paragraph of
Paragraph 4.03.1 above;


4.04.2           costs of the design and construction
of tenant improvements to the Premises or the premises of other tenants or
other occupants of the Project or the Buildings and the amount of any
allowances or credits paid to or granted to tenants or other occupants for any
such design or construction;


4.04.3           marketing costs, legal fees,
settlements, judgments, awards, space planners’ fees and advertising and
promotional expenses, and brokerage fees paid or incurred in connection with
the original development, a Major Change, or original or future leasing of the
Project or the Buildings;


4.04.4           costs incurred in connection with the
defense of Landlord’s title to all or any portion of the Project;



 7
 









4.04.5           depreciation on the Project or the
Buildings, equipment or systems located therein;


4.04.6           costs for which the Landlord is
entitled to be reimbursed by any tenant or occupant of the Project or the
Buildings (excluding reimbursement pursuant an operating expense arrangement
similar to Paragraph 4.02) or by insurance by its carrier or any tenant’s
carrier or by anyone else, to the extent of the net reimbursement received by
Landlord, or costs which the Landlord would have been entitled to receive if
Landlord had carried the insurance Landlord is required to carry pursuant to
this Lease;


4.04.7           any bad debt loss, rent loss, or
reserves of any kind;


4.04.8           the expense of extraordinary services
provided to other tenants in the Project or the Buildings of a type which are
not provided by Landlord under this Lease for the benefit of Tenant;


4.04.9           costs associated with the operation
of the business of the partnership or entity which constitutes the Landlord, as
the same are distinguished from the costs of operation of the Project or the
Buildings, including partnership accounting and legal matters, costs of
defending any lawsuits with any mortgagee, costs of selling, syndicating,
financing, mortgaging or hypothecating any of the Landlord’s interest in the
Project or the Buildings, and costs (including attorneys’ fees and costs of
settlement, judgments and payments in lieu thereof) incurred in connection with
any disputes between Landlord and/or its employees engaged in the operation of
such business or other third parties with regard to matters involving such
operation; and costs and expenses (including attorneys’ fees and costs of
settlement, judgments and payments in lieu thereof) incurred in connection with
negotiations or disputes with consultants, employees, agents, vendors, tenants,
purchasers, or mortgages, or other contractors with regard thereto (“Landlord Entity
Costs”);


4.04.10         costs (including reasonable attorneys’
fees and costs of settlement, judgments and payments in lieu thereof) incurred
in connection with any disputes between Landlord and other tenants or occupants
or prospective tenants, if any; and costs and expenses (including reasonable
attorneys’ fees and costs of settlement, judgments and payments in lieu
thereof) incurred in connection with negotiations or disputes with leasing
agents, tenants or their contractors, purchasers or mortgagees of the Project
or the Buildings;


4.04.11         the wages and benefits of any employee
who does not devote substantially all of his or her employed time to the
Project unless such wages and benefits are prorated to reflect time spent on
operating and Project the same vis-à-vis time spent on matters unrelated to
operating and managing the Project; provided that in no event shall Expenses
include wages and/or benefits attributable to personnel above the level of
building manager or building engineer;


4.04.12         late charges, penalties, or liquidated
damages;



 8
 









4.04.13         amounts paid as ground rental or as
rental for the Project or the Buildings;


4.04.14         costs including permit, license and
inspection costs, incurred with respect to the installation of tenant
improvements made for new tenants or other occupants in the Project or the
Buildings or incurred in renovating or otherwise improving, decorating,
painting or redecorating vacant space for tenants or other occupants of the
Project or the Buildings (excluding, however, such costs relating to any Common
Areas);


4.04.15         expenses in connection with services or
other benefits which are not offered to the Tenant or for which the Tenant is
charged directly but which are provided to another tenant or occupant of the
Project or the Buildings without a separate charge;


4.04.16         rentals and other related expenses
incurred in leasing air conditioning systems, elevators or other equipment
which if purchased the cost of which would be excluded from Expenses as a
capital cost, provided that there shall be no Expense Exclusion for, and
Expenses may include, rentals and other related expenses incurred in leasing
equipment not affixed to the Project or the Buildings which is used in
providing janitorial or other services that are the responsibility of Landlord
to provide pursuant to this Lease, and equipment rented or leased to remedy or
ameliorate an emergency condition in the Project or the Buildings;


4.04.17         all items, services and taxes for which
Tenant or any other tenant in the Project or the Buildings is obligated to
reimburse Landlord, whether or not actually paid, or which Landlord provides
selectively to one or more tenants (other than Tenant) without reimbursement;


4.04.18         electric power costs or costs for other
utilities for which any tenant (including Tenant) directly contracts with any
public service company, or any costs for electricity, water, heat, air
conditioning or other utilities provided by Landlord to any tenant outside
normal business hours where Tenant has been required under this Lease to pay
Landlord separately for such services at such times, or utilities provided by
Landlord to any other tenant without separate charge in excess of the utilities
offered by Landlord to Tenant without separate charge;


4.04.19         any penalties, fees or other similar
costs incurred as a result of Landlord’s negligence or Landlord’s inability,
unwillingness or failure to make payments when due (including, without
limitation, payments of taxes) and/or to file any tax or informational returns
or other governmental filings when due;


4.04.20         costs incurred by Landlord due to the
violation by Landlord, its employees, agents or contractors or any tenant of
the terms and conditions of any lease of space in the Project or any legal
requirement;


4.04.21         costs incurred to cure violations of
Laws relating to Hazardous Materials for which Tenant has no responsibility
under the terms of this Lease; and penalties and all other costs (including, without
limitation, costs for remediation, removal 



 9
 









and
monitoring) related to the presence in violation of Law of Hazardous Materials
at or under the Project for which Tenant has no responsibility under the terms
of this Lease, provided that Expenses may include operational and management
programs relating to Hazardous Materials consistent with Institutional Asset
Management Practices, if and to the extent not related to particular violations
of Laws relating to Hazardous Materials at the Project;


4.04.22         any amount paid by Landlord to the
parent organization or a subsidiary or affiliate of the Landlord for supplies
and/or services in the Project or the Buildings to the extent the same exceeds
the costs of such supplies and/or services rendered by qualified, first-class
unaffiliated third parties on a competitive basis;


4.04.23         Landlord’s general corporate overhead
and general administrative expenses;


4.04.24         if and for so long as the Premises
include the entirety of all of the Buildings, management fees shall not be
included in Expenses; if the Premises do not include the entirety thereof,
management fees may be included in Expenses only to the extent not in excess of
the prevailing market rate management fee for the management of those
responsibilities which are, from time to time during the Term the
responsibility of Landlord to perform pursuant to this Lease in respect of the
Premises and the Project, which management fee shall not, in any event, be in
excess of 2% of gross revenues of the Project (provided that for any portion of
the Term during which both (i) the Premises include the North, South, and
West Buildings (and only a portion of the East Building) and
(ii) Landlord has no responsibility hereunder to operate, maintain and
repair the parking and other Common Areas attributable to the North, South, and
West Buildings, Tenant shall only be required to pay a management fee in
respect of Expenses for the East Building, and the 2% maximum set forth above
shall be determined solely by reference to gross revenues of the East
Building);


4.04.25         costs arising from Landlord’s
charitable or political contributions;


4.04.26         for so long as the Premises include the
entirety of all of the Buildings, rent for any office space occupied by
management personnel;


4.04.27         costs of the acquisition, maintenance,
repairs, or capital costs of sculpture, paintings or other objects of art;


4.04.28         with regard to Taxes and Assessments
which may be paid by Landlord in installments, any payment by Landlord of an
amount in respect thereof in excess of that consistent with Institutional Asset
Management Practices shall be an Expense Exclusion to the extent of such
excess, and any such excess shall be deferred and included as Expenses only in
the year in which it was actually paid consistently with Institutional Asset
Management Practices;


4.04.29         any flowers, gifts, balloons, food,
parties, functions, events, etc. provided to any entity whatsoever, including,
but not limited to, Tenant, other tenants, occupants, employees, vendors, contractors,
prospective tenants and agents;


 



 10















4.04.30         any finder’s fees or brokerage
commissions; or any job placement or job advertising cost to the extent
constituting Landlord Entity Costs;


4.04.31         the cost of any magazine, newspaper,
trade or other subscriptions;


4.04.32         the cost of any training or incentive
programs for employees of Landlord, other than to the extent the training or
incentive programs relate to the Project and the cost is attributable to
personnel whose compensation and other expenses are includable in Expenses
pursuant to Paragraph 4.04.11;


4.04.33         the cost of any tenant relations
parties, events or promotion not consented to by an authorized representative
of Tenant in writing;


4.04.34         in-house legal and/or accounting fees
to the extent constituting Landlord Entity Costs;


4.04.35         in the event any facilities, services
or utilities used in connection with the Project or the Buildings are provided
from another building owned or operated by Landlord or vice versa, the costs
incurred by Landlord in connection therewith shall be allocated to Expenses on
a reasonably equitable basis;


4.04.36         costs associated with any portions of
the Common Area dedicated to the exclusive use of others to the exclusion of
Tenant (except to the extent that commensurate exclusive use is made available
to Tenant);


4.04.37         damage, costs and repairs necessitated
by the negligence or willful misconduct of Landlord or its employees, agents or
contractors;


4.04.38         any entertainment, dining or travel
expenses for any purpose, other than reimbursable expenses of personnel whose
compensation and other expenses are includable in Expenses pursuant to
Paragraph 4.04.11;


4.04.39         costs paid to clerks, attendants, or
other in commercial concessions Landlord operates; and


4.04.40         other expenses not properly included as
expenses to be reimbursed by tenants of projects similar to the Project under
Institutional Asset Management Practices.


Notwithstanding any provision to the contrary herein,
Landlord shall not (i) make a profit by charging items to Expenses that
are otherwise also charged separately to others and (ii) receive aggregate
reimbursements in respect of Expenses from Tenant and all other
tenants/occupants in the Buildings in an amount in excess of the amount paid or
incurred by Landlord for the items included in Expenses.


4.05         Payment
of Additional Rent.


4.05.1           Expense Statements.  For the period between the Commencement Date
and the following December 31, Tenant shall pay to Landlord estimated
Additional Rent 



 11
 









in an amount
equal to $159,177 per month, in advance, on the first day of each month.  Tenant shall continue to make said monthly
payments until notified by Landlord of a change therein.  If at any time or times Landlord determines
that the amounts payable under Paragraph 4.02 for the current year will
vary from Landlord’s estimate given to Tenant, Landlord, by notice to Tenant,
may revise the estimate for such year, and subsequent payments by Tenant for
such year shall be based upon such revised estimate.  By April 1 of each calendar year,
Landlord shall endeavor to provide to Tenant a statement (an “Expense Statement”)
showing the actual Additional Rent due to Landlord for the prior calendar year,
to be prorated during the first year from the Commencement Date.  If the total of the monthly payments of
Additional Rent that Tenant has made for the prior calendar year is less than
the actual Additional Rent chargeable to Tenant for such prior calendar year,
then Tenant shall pay the difference in a lump sum within thirty (30) days
after receipt of such Expense Statement from Landlord.  Any overpayment by Tenant of Additional Rent
for the prior calendar year shall be, at Tenant’s election made by written
notice to Landlord, refunded to Tenant within thirty (30) days of receipt of
such notice or applied to Rent thereafter falling due.


4.05.2           Adjustments; Reconciliation.  Landlord’s then-current annual operating and
capital budgets for the Buildings and the Project or the pertinent part thereof
shall be used for purposes of calculating Tenant’s monthly payment of estimated
Additional Rent for the current year, subject to adjustment as provided
above.  Landlord shall make the final
determination of Additional Rent for the year in which this Lease terminates
following the end of such year in the manner provided in Paragraph 4.05.1.  Even though the Term has expired and Tenant
has vacated the Premises, Tenant shall remain liable for payment of any amount
due to Landlord in excess of the estimated Additional Rent previously paid by
Tenant, and, conversely, Landlord shall promptly return to Tenant any
overpayment.  Failure of Landlord to
submit Expense Statements as called for herein shall not be deemed a waiver of
Tenant’s obligation to pay Additional Rent as herein provided.


4.05.3           Proportionate Share.  With respect to Expenses which Landlord
reasonably allocates to each Building and the Project, Tenant’s “Proportionate
Share” shall be one hundred percent (100%) for so long as the
Premises include the entirety of all of the Buildings.  If Tenant shall not occupy all of the Buildings,
with respect to Expenses which Landlord reasonably allocates to the Project as
a whole or to only a portion of the Project, Tenant’s “Proportionate Share” shall
be, with respect to Expenses which Landlord allocates to the Project as a
whole, a fraction, the numerator of which is the rentable square footage of the
office space in the Project and the denominator of which is the rentable square
footage of the Premises, and, with respect to Expenses which Landlord allocates
to only a portion of the Project (such as to one or more of the Buildings), a
percentage calculated by Landlord from time to time in a manner conforming to
BOMA measurements and standards, in either case as reasonably adjusted by
Landlord from time to time, following BOMA standards, for changes in the
rentable square footage of the Project due to an addition or other physical
expansion or reduction of the leasable area of the Project.



 12
 









4.06         Preliminary
Review of Expense Information; Tenant’s Right to Audit Expenses.


4.06.1           Review of Expenses.  If Tenant has questions concerning any item
reflected in an Expense Statement delivered to Tenant pursuant to
Paragraph 4.05 above, Landlord’s property manager or other appropriate
representative shall meet with Tenant’s representative at a mutually convenient
time and location to answer Tenant’s questions concerning particular expense
items identified in advance by Tenant. 
At such meeting, Landlord will provide for Tenant’s review reasonable
back-up and supporting documentation for the items so identified.


4.06.2           Audit.  If Tenant is not satisfied with the answers
it receives to its questions pursuant to Paragraph 4.06.1 above, then
Tenant or its agent shall have the right to review and audit Landlord’s books
and records regarding such Expense Statement. 
Such review or audit shall take place during normal business hours, upon
reasonable advance notice and at time reasonably scheduled by Landlord, in the
accounting office of Landlord for the Project. 
Tenant shall give notice requesting the review or audit of any Expense
Statement not later than one year following Tenant’s receipt of such Expense
Statement, and no Expense Statement shall be reviewed or audited more than
once; provided, however, that Tenant may audit at a later date or further audit
a particular Expense Statement if and to the extent required to comply with
applicable Laws regarding governmental contracts or with other governmental
requirements.  From and after the date,
if any, that the Premises no longer include the entirety of all of the
Buildings, such review or audit may be conducted solely by an independent
certified accountant, and neither the auditor nor any other person directly or
indirectly involved in the review or audit be compensated pursuant to a
commission or other arrangement pursuant to which the nature or extent of fees
or other compensation is dependent upon the results thereof, excluding reviews
or audits from Howard Kay Companies or other successor local auditor.  In the event that Tenant determines on the
basis of its review or audit of Landlord’s books and records that the amount of
Expenses paid by Tenant pursuant to this Paragraph IV for the period
covered by such Expense Statement (an “Expense Period”) is less
than or greater than the actual amount properly payable by Tenant under the
terms of this Lease, Tenant shall promptly pay any deficiency to Landlord or,
if Landlord concurs with the results of such review or audit in its reasonable
discretion or is deemed to concur based on the procedure set forth below, Landlord
shall refund any excess payment to Tenant within thirty (30) days after Tenant’s
written request or at Tenant’s sole election apply the same to Rent thereafter
falling due, as the case may be.  If
Landlord does not concur with the results of such review or audit, Landlord and
Tenant shall mutually appoint an independent certified public accountant with
qualifications and experience appropriate to resolve matters as to which the
parties do not agree (the “Joint Expense Expert”) who shall determine the final
calculation of Expenses.  If Landlord and
Tenant cannot agree on the appointment of a Joint Expense Expert or otherwise
fail to agree on the calculation of Expenses for such Expense Period, then such
dispute shall be resolved in accordance with Paragraph 4.06.3.  Tenant shall be solely responsible for the
costs and expenses of the review or audit, except that if it is determined that
the actual amount of Expenses paid by Tenant during any Expense Period exceeds
the amount properly payable by Tenant hereunder during such Expense Period by
an amount greater than two percent (2%) of the actual Expenses 



 13
 









properly
chargeable to Tenant during such Expense Period, then Landlord shall reimburse
Tenant (in the form of a credit against the Rent next coming due hereunder or,
if the Term has previously expired, in the form of a direct payment) the
reasonable costs of such review or audit (except that costs in the event of a
determination by a Joint Expense Expert shall be as provided below).


4.06.3           Joint Expense Expert.  If Landlord and Tenant are unable to agree on
the appointment of a Joint Expense Expert or otherwise fail to reach agreement
on the calculation of Expenses for the Expense period in question, then either
Landlord or Tenant may file a declaratory relief action or other appropriate
proceeding in the Colorado State Court having jurisdiction for the
determination and designation of the Joint Expense Expert, who shall be an
independent certified public accountant with qualifications and experience appropriate
to resolve matters as to which the parties do not agree and with not less than
ten (10) years experience in property expense accounting for properties similar
to the Project in the Denver metropolitan area. 
Each party may make written presentations to the Joint Expense Expert,
whose determination of the amount of Expenses shall be final and binding upon
the parties.  Each party shall pay the
fees and expenses of its presentation plus fifty percent (50%) of the cost of
the Joint Expense Expert.


4.07         General
Payment Terms.  The Base Rent,
Additional Rent and all other sums payable by Tenant to Landlord hereunder,
including, without limitation, any late charges assessed pursuant to
Paragraph VI below and any interest assessed pursuant to
Paragraph XLII below, are referred to as the “Rent.”  Except as expressly set forth herein, all
Rent shall be paid without deduction, offset or abatement in lawful money of
the United States of America, by wire transfer or by a transfer through the
electronic funds transfer system operated by NACHA - The Electronic Payments
Association, to such account as Landlord may, from time to time, designate by
written notice to Tenant or, if Landlord directs, by checks mailed to such
other person or place as Landlord may, from time to time, designate to Tenant
in writing.  The Rent for any fractional
part of a calendar month at the commencement or termination of the Term shall
be a prorated amount of the Rent for a full calendar month based upon the
number of days in such month.


Article V


Utility Expenses


5.01         Utility
Charges.  Tenant shall pay the cost
of all water, sewer use, sewer discharge fees and permit costs and sewer
connection fees, gas, heat, electricity, refuse pick-up, janitorial service,
telephone and all materials and services or other utilities (collectively, “Utilities”)
billed or metered separately to the Premises and/or Tenant, together with all
taxes, assessments, and charges added to or included within such cost.


5.02         Interruption
of Service.  Subject to the provisions
of Paragraph 5.03, Landlord shall not be liable for any loss, injury or
damage to property caused by or resulting from any variation, interruption, or
failure of Utilities, or from failure to make any repairs or perform any
maintenance.  No temporary interruption
or failure of such services incident to the making of 



 14
 









repairs, alterations, improvements, or due to accident, strike, or
conditions or other events shall be deemed an eviction of Tenant or relieve
Tenant from any of its obligations hereunder.


5.03         Rental
Abatement.  Notwithstanding the terms
of Paragraph 5.02 above, if and to the extent that any Utilities are
interrupted for two (2) consecutive business days by reason of Landlord’s
negligence or willful misconduct, Landlord’s failure to fulfill its obligations
under this Agreement, or the failure of equipment which Landlord is responsible
to maintain and repair under this Lease, and if such interruption results in a
material interference with Tenant’s use of or access to the Premises, Tenant shall
be entitled to an abatement of Base Rent commencing on the date of the
interruption and continuing until the service is restored.  During any interruption of Utilities, the
parties shall use commercially reasonable efforts to restore the services as soon
as possible.


Article VI


Late Charge


Notwithstanding any other
provision of this Lease, Tenant hereby acknowledges that late payment to
Landlord of Rent, or other amounts due hereunder will cause Landlord to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain.  If any
Rent or other sums due from Tenant are not received by Landlord or by Landlord’s
designated agent within five (5) days after Tenant’s receipt of notice of
delinquency, then Tenant shall pay to Landlord a late charge equal to one and
one-half percent (11⁄2%) of such overdue amount. 
Landlord and Tenant hereby agree that such late charges represent a fair
and reasonable estimate of the cost that Landlord will incur by reason of
Tenant’s late payment and shall not be construed as a penalty.  Landlord’s acceptance of such late charges
shall not constitute a waiver of Tenant’s default with respect to such overdue
amount or estop Landlord from exercising any of the other rights and remedies granted
under this Lease.


Article VII


Tenant’s Right of Possession


Tenant shall be entitled to possession of the Premises
under this Lease upon the Commencement Date. 
Notwithstanding the foregoing, Tenant acknowledges that it has been in
possession of the Premises prior to the Commencement Date.


Article VIII


Use of Premises


8.01         Permitted
Use.  The use of the Premises by
Tenant and Tenant’s agents, advisors, employees, partners, shareholders,
directors, invitees and independent contractors (collectively, “Tenant’s Agents”)
shall be solely for the Permitted Use specified in the Basic Lease Information
and for no other use.  Tenant shall not
permit any objectionable or unpleasant odor, smoke, dust, gas or vibration to
emanate from or near the Premises.  The
Premises shall not be used to create any nuisance or trespass, for any illegal
purpose, for any purpose not permitted by Laws, for any 



 15
 









purpose that would invalidate the insurance or increase the premiums
for insurance on the Premises, the Buildings or the Project.  Tenant agrees to pay to Landlord, as
Additional Rent, any increases in premiums on policies resulting from Tenant’s
Permitted Use or any other use or action by Tenant or Tenant’s Agents which
increases Landlord’s premiums or requires additional coverage by Landlord to
insure the Premises (in the event that Landlord and not Tenant insures the
Premises).  Tenant agrees not to overload
the floor(s) of the Buildings.


8.02         Compliance
with Governmental Regulations and Private Restrictions.  Tenant and Tenant’s Agents shall, at Tenant’s
expense, faithfully observe and comply with all municipal, state and federal
laws, statutes, codes, rules, regulations, ordinances, requirements, and orders
(collectively, “Laws”), now in force or which may hereafter be in
force (i) pertaining to Tenant’s particular use of the Premises, the
Buildings or the Project, and (ii) the need for which arises by reason of
Alterations made by or at the request of Tenant, including (without limitation)
changes in the Building structure and Systems as required by any Alterations or
such manner or Tenant’s particular use. 
Landlord shall, at Landlord’s expense, faithfully observe and comply
with all Laws relating to the Project and the Premises itself, including,
without limitation, any Laws requiring installation of fire sprinkler systems,
seismic reinforcement and related alterations, and removal of asbestos, whether
substantial in cost or otherwise, except to the extent Tenant is responsible
therefor as provided above.  Tenant shall
also comply with (A) all recorded covenants, conditions and restrictions
affecting the Project in force as of the date of this Lease, or hereafter in
force and of which Tenant has received written notice (“Private
Restrictions”) (provided that Landlord shall not enter into
any Private Restrictions after the date hereof which conflicts with the
provisions of this Lease or would result in a material and adverse impairment
of the rights of Tenant hereunder); and (B) any and all rules and
regulations set forth in Exhibit C and any
other rules and regulations now or hereafter reasonably promulgated by Landlord
related to parking or the operation of the Premises, the Buildings and/or the
Project (collectively, the “Rules and Regulations”).  The judgment of any court of competent
jurisdiction, or the admission of Tenant in any action or proceeding against
Tenant, whether Landlord be a party thereto or not, that Tenant has violated
any such Laws or Private Restrictions, shall be conclusive of that fact as
between Landlord and Tenant.


8.03         Compliance
with Americans with Disabilities Act. 
Landlord and Tenant hereby agree and acknowledge that the Premises, the
Buildings and/or the Project may be subject to, among other Laws, the
requirements of the Americans with Disabilities Act, a federal law codified at
42 U.S.C. § 12101 et seq.,
including, but not limited to, Title III thereof, and all regulations and
guidelines related thereto, together with any and all laws, rules, regulations,
ordinances, codes and statutes now or hereafter enacted by local or state
agencies having jurisdiction thereof, as the same may be in effect on the date
of this Lease and may be hereafter modified, amended or supplemented
(collectively, the “ADA”).  Any
Alterations to be constructed hereunder shall be in compliance with the
requirements of the ADA, and all costs incurred for purposes of compliance
therewith shall be a part of and included in the costs of the Alterations.  Tenant shall be solely responsible for
conducting its own independent investigation of this matter and for ensuring
that the design of all Alterations strictly complies with all requirements of
the ADA.  Tenant hereby accepts the
Premises in their AS IS
condition with regard to the requirements of the ADA relating to barrier removal
work, path of travel or other work required to the Buildings, the Common Areas
or the Project under the ADA, and agrees that all work of complying with the
same shall be the responsibility of Tenant; provided, 



 16
 









however, that Landlord, and not Tenant, shall be responsible for
barrier removal work, path of travel or other work within the Common Areas
required by reason of ADA requirements first becoming effective with regard to
the Project after the Commencement Date and the need for which does not arise
by reason of (i) Tenant’s particular use of the Premises, the Buildings or
the Project, or (ii) Alterations made by or at the request of Tenant.  Except as otherwise expressly provided in
this provision, Tenant shall be responsible at its sole cost and expense for
fully and faithfully complying with all applicable requirements of the ADA,
including, without limitation, not discriminating against any disabled persons
in the operation of Tenant’s business in or about the Premises, and offering or
otherwise providing auxiliary aids and services as, and when, required by the
ADA.  Within ten (10) days after
receipt, Landlord and Tenant shall each advise the other in writing, and
provide the other with copies of (as applicable), any written notices alleging
violation of the ADA relating to any portion of the Premises, the Buildings or
the Project; any claims made or threatened orally or in writing regarding
noncompliance with the ADA and relating to any portion of the Premises, the
Buildings, or the Project; or any governmental or regulatory actions or
investigations instituted or threatened regarding noncompliance with the ADA
and relating to any portion of the Premises, the Buildings or the Project.


Article IX


Acceptance of Premises


By entry hereunder, Tenant accepts the Premises as
suitable for Tenant’s intended use and as being in good and sanitary operating
order, condition and repair, AS IS,
and without representation or warranty by Landlord as to the condition, use or
occupancy which may be made thereof except as expressly set forth herein,
subject to the obligations of Landlord set forth in Paragraph XII or
elsewhere in this Lease.


Article X


Surrender


Tenant agrees that on the last day of the Term, or on
the sooner termination of this Lease, Tenant shall surrender the Premises to
Landlord (i) in the same condition as on the Commencement Date (damage by
acts of God, fire, and any other casualty, normal wear and tear, condemnation,
and Alterations not required to be removed excepted) and (ii) otherwise in
accordance with Paragraph 33.07. 
Normal wear and tear shall not include any damage or deterioration that
would have been prevented by proper maintenance by Tenant, or Tenant otherwise
performing all of its obligations under this Lease.  On or before the expiration or sooner
termination of this Lease, Tenant shall remove from the Premises, the Buildings
and the Project all of Tenant’s Property (as hereinafter defined), including
(without limitation) Tenant’s signage, and restore any damage resulting
therefrom, subject to the right of Landlord to direct that any Rooftop
Equipment be and remain on the Buildings as the property of Landlord.  Any of Tenant’s Property not so removed by
Tenant as required herein shall be deemed abandoned and may be disposed of by
Landlord in any manner after five (5) days’ written notice to, and at the
expense of Tenant, without payment to Tenant. 
All of the improvements existing in the Buildings upon the Commencement
Date and all Alterations except those which Landlord 



 17
 









requires Tenant to remove in accordance with the terms
of this Lease (but not Tenant’s Property as defined in Paragraph 14.02)
shall remain in the Premises as the property of Landlord.  Tenant shall, upon the expiration or
termination of this Lease, remove all phone and cable equipment, wiring and
other installations made by Tenant at any time, whether prior to or following
the Commencement Date.


Article XI


Alterations and Additions


11.01       Alterations.  Tenant shall not make, or permit to be made,
any alteration, addition or improvement (hereinafter referred to individually
as an “Alteration”
and collectively as the “Alterations”) to the Premises or any part thereof
other than in compliance with the provisions of this Paragraph XI.  Any Alterations other than Cosmetic Alterations
(as defined below) shall be performed only with the prior written consent of
Landlord, which consent shall not be unreasonably withheld.  Tenant may, upon written notice to Landlord
as provided below in Paragraph 11.06 but without Landlord’s consent, make
Alterations involving paint or new wall coverings, carpeting or new floor
coverings, or similar cosmetic work for which a building permit is not required
under applicable Laws, so long as the cost thereof does not exceed Seventy-Five
Thousand Dollars ($75,000.00) per project (“Cosmetic Alterations”),
provided that (i) an Event of Default is not continuing, (ii) the
Alterations do not materially reduce the value of the Premises, and
(iii) the Alterations are performed in full compliance with the terms of
Paragraphs 11.02 through 11.05 below.


11.02       Compliance with Laws; Insurance.  Any Alteration to the Premises shall be at
Tenant’s sole cost and expense, in compliance with all applicable Laws and all
requirements reasonably requested by Landlord, including, without limitation,
the requirements of any insurer providing coverage for the Premises or the
Project or any part thereof, and in accordance with plans and specifications
approved in writing by Landlord.  Before
Alterations may begin, valid building permits or other permits or licenses
required must be furnished to Landlord, and, once the Alterations begin, Tenant
will diligently and continuously pursue their completion.  Tenant shall maintain during the course of
construction, at its sole cost and expense, builders’ risk insurance for the
amount of the completed value of the Alterations on an all-risk non-reporting
form covering all improvements under construction, including building
materials, and other insurance in amounts and against such risks as Landlord
shall reasonably require in connection with the Alterations.  In addition to and without limitation on the
generality of the foregoing, Tenant shall ensure that its contractor(s) and
subcontractor(s) procure and maintain in full force and effect during the
course of construction (i) a “broad form” commercial general liability and
property damage policy of insurance naming Landlord and Tenant as additional
insureds, and (ii) statutory worker’s compensation insurance, and employer’s
liability insurance with a minimum limit of coverage of One Million Dollars
($1,000,000.00).  The limit of coverage
of the aforesaid policy shall be, with respect to Tenant’s general contractor,
Two Million Dollars ($2,000,000.00) for injury or death of one person in any
one accident or 



 18
 









occurrence and Two Million
Dollars ($2,000,000.00) for injury or death of more than one person in any one
accident or occurrence, and, with respect to subcontractors, One Million
Dollars ($1,000,000.00) for injury or death of one person in any one accident
or occurrence and not less than One Million Dollars ($1,000,000.00) for injury
or death of more than one person in any one accident or occurrence, and, in
either case, shall contain a severability of interest clause or a cross liability
endorsement.  Such insurance shall
further insure Landlord and Tenant against liability for property damage of One
Million Dollars ($1,000,000.00).  The
foregoing bodily injury and property damage limits may be carried on a combined
single limit basis and may be provided in a combination of primary coverage and
umbrella or excess coverage.  The
insurance requirements with regard to Tenant’s contractors provided in this
Paragraph are not intended, and shall not be construed, to limit the
responsibility of Tenant set forth in this Lease in respect of insurance,
Alterations or other matters.


11.03       No
Fixtures.  All Alterations which are
affixed to the Premises following the Commencement Date by Tenant at its
expense, including, but not limited to, heating, lighting, electrical, air
conditioning, fixed partitioning, drapery, wall covering and paneling, built-in
cabinet work and carpeting installations made by Tenant, together with all
property installed by Tenant following the Commencement Date at its expense that
becomes an integral part of the Premises or the Buildings (but not Tenant’s
Property as defined in Paragraph 14.02), shall be Tenant’s property during
the Term of this Lease (and Tenant shall be entitled to all tax benefits
therefrom to the extent paid for by Tenant), but shall not be deemed trade
fixtures or Tenant’s Property and shall automatically become the property of
Landlord upon the Expiration Date or the sooner termination of this Lease
without the need for any additional documentation or any action on the part of
Landlord or Tenant.


11.04       Phone
and Cable Installations.  Tenant may
install private telephone systems and/or other related computer or
telecommunications equipment or lines or data center improvements in the
Premises without Landlord’s prior written consent, except that, if such
installation requires the making of Alterations for which consent is required,
then Tenant shall comply with the terms of this Paragraph XI.


11.05       Consent
for Certain Installations. 
Notwithstanding anything herein to the contrary, before installing any
equipment or lights which generate an undue amount of heat in the Premises, or
if Tenant plans to use any high-power usage equipment in the Premises in excess
of the existing electrical capacity of the Buildings in question or which, in
Landlord’s good faith discretion, requires upgrades to the Building Systems or
supplemental systems, Tenant shall obtain the written permission of Landlord,
which permission shall not be unreasonably withheld, conditioned, or delayed.


11.06       Notification
of Commencement.  Tenant agrees not
to proceed to make any Alterations, notwithstanding consent from Landlord to do
so, until Tenant notifies Landlord in writing of the date Tenant desires to
commence construction or installation of such Alterations and Landlord has
approved such date in writing, in order that Landlord may post appropriate
notices to avoid any liability to contractors or material suppliers for payment
for Tenant’s improvements.  Tenant will
at all times permit such notices to be posted and to remain posted until the
completion of work.


11.07       Notice
of Removal Obligations.  At the time
of, and pursuant to, granting its consent to any Alterations, Landlord shall
have the right to require in writing that such Alterations be removed from the
Premises upon the expiration or sooner termination of this Lease; provided,
however, that in no event shall Tenant be required to remove any alterations 



 19
 









existing at the Premises as of the Commencement Date, and Tenant may
remove Tenant’s Property as described under Paragraph 14.02.


Article XII


Maintenance and Repairs of
Premises


12.01       Maintenance
by Tenant.  Subject to the provisions
of Paragraphs XXI and XXII, and except to the extent of the maintenance
obligations of Landlord expressly provided in Paragraph 12.02, Tenant
agrees to keep and maintain in a first class condition, at its sole expense,
all aspects of the Buildings and the Project, including the Common Areas
thereof, including, without limitation, the following: (i) interior glass,
interior doors (door frames and door closers), interior lighting (including,
without limitation, light bulbs and ballasts), all communications systems
serving the Premises, Tenant’s signage, all interior leasehold improvements,
interior painting and interior walls and floors data center, employee
cafeteria, and employee gym, (ii) exterior windows, window frames, window
casements, skylights, exterior doors (door frames and door closers), exterior
lighting, the Systems, pavement, landscaping, internal building and landscaping
sprinkler systems, down spouts, gutters, sidewalks, driveways, curbs, and
lighting systems, (iii) furnishing of 
all expendables, including light bulbs, paper goods and soaps, used in the
Premises and the Project, and (iv) all of Tenant’s security systems in or
about or serving the Premises.  Tenant
shall during the entirety of the Term be responsible for the operation and
maintenance of the employee cafeteria and any employee gym and other similar facilities,
at Tenant’s sole cost and expense, notwithstanding anything to the contrary
contained herein.


12.02       Maintenance
by Landlord.  Landlord agrees to keep
and maintain in a first class condition the foundation, the footings, the floor
slab, the structure of the Buildings, and the roof (structure and membrane) of
the Buildings.  In the event any of
Landlord’s obligations under this Paragraph 12.02 include the making of
repairs, replacements or improvements which would customarily be capitalized
under industry standard commercial real estate accounting practices, then
Landlord shall not make the same unless to do so would be consistent with
Institutional Asset Management Practices. 
Notwithstanding the provisions of Paragraph 12.01, in the event
that, at any time during the Term, replacement of the HVAC unit located on the
roof of any Building is appropriate under Institutional Asset Management
Practices, Landlord shall, at Tenant’s written request, perform work relating
to the replacement thereof, and the Expenses of which Tenant pays its
Proportionate Share pursuant to Paragraph IV shall include the costs and
expenses incurred by Landlord in connection therewith, amortized over the
useful life of the replacement unit determined in accordance with Institutional
Asset Management Practices, on a straight-line basis with an interest factor
appropriate under such practices; provided, however, that in the case that any
capital expenditure made pursuant to Paragraph 4.03.1(ii) is amortized
over a period shorter than useful life determined pursuant to GAAP, in no event
shall Expenses for any year include an amount greater that the actual costs
savings achieved in such year.


12.03       Responsibility
for Common Areas.  From and after the
date that the Premises no longer include the entirety of all of the Buildings,
Landlord shall, at its option, elect from time to time either to:  (i) operate, maintain and repair the
entirety of the Common Areas; or (ii) designate certain portions in the
Common Areas and facilities therein as areas and facilities 



 20
 









that Tenant will continue to operate, maintain and repair, which may
include, in the case of a renewal of this Lease as to the North, South, and
West Buildings, the landscaped areas surrounding such Buildings and the
courtyard between them and Jamaica Street; provided, however, that no such
designation shall allocate to Tenant responsibilities in excess of those
commensurate with the size and location of the remaining Premises.  Tenant shall pay a share of the Expenses of
Landlord for such operation, maintenance and repair in accordance with the
provisions of Paragraph IV as follows: (A) in the event of an
election under clause (i), Tenant shall pay its Proportionate Share of all
of such Expenses; and (B) in the event of an election under
clause (ii), Tenant shall only be required to pay any share Expenses if,
and in the proportion that, the Common Areas maintained by Tenant constitute
less than its Proportionate Share of all the Common Areas, as determined by
Landlord in a manner consistent with Institutional Asset Management
Practices.  In the event that the Common
Areas shall include areas within a Building (in accordance with
Paragraph 2.03.1), the operation, maintenance and repair responsibilities
of Landlord shall include those designated by Landlord relating to Building
Common Areas and shared Building systems and facilities, which designation
shall be consistent with Institutional Asset Management Practices.  Notwithstanding the performance by Landlord
of the above responsibilities so designated, Tenant shall be required to pay
its Proportionate Share of all reasonable, direct and actual costs and expenses
paid or incurred by Landlord in respect of operation, maintenance, repair and
replacements that were the responsibility of Tenant during the period that it
occupied the entirety of all of the Buildings.


Article XIII


Landlord’s Insurance


13.01       Commercial
General Liability Insurance. 
Landlord shall secure and keep in force a “broad form” commercial
general liability insurance and property damage policy covering the Project,
insuring Landlord, and naming Tenant as an additional insured as relates to the
indemnification obligations of Landlord provided in this Lease, against any
liability arising out of the use, occupancy or maintenance of the Project, including
the Common Areas.  Such policy shall be
excess coverage  and shall have limits
consistent with the coverage typically maintained from time to time under
Institutional Asset Management Practices with limits not less than Three
Million Dollars ($3,000,000.00) for injury or death of one person in any one
accident or occurrence and in the amount of not less than Three Million Dollars
($3,000,000.00) for injury or death of more than one person in any one accident
or occurrence, shall include contractual liability coverage (which shall
include broad form contractual coverage, including, to the extent available,
coverage for Landlord’s indemnification obligations in this Lease), and shall
contain a severability of interest clause or a cross liability endorsement.  The foregoing bodily injury and property
damage limits may be carried on a combined single limit basis and may be
provided in a blanket policy or in a combination of primary coverage and
umbrella or excess coverage.  The limit
of any insurance shall not limit the liability of Landlord hereunder.  Landlord shall provide to Tenant upon request
a certificate or certificates of insurance for the insurance required under
this Article XIII, pursuant to which the insurance carrier will endeavor
to provide thirty (30) days notice to Tenant of any cancellation or reduction
of coverage.  Such policies of
insurance  shall be issued by an
insurance company authorized to do business in the State of Colorado for the 



 21
 









issuance of such type of insurance coverage and rated A-:VII or better
in A.M. Best Company’s Key Rating Guide.


13.02       Real
Property Insurance.  Landlord agrees
to carry and maintain all-risk property insurance (with 100% replacement cost
coverage without any coinsurance provisions or penalties with property values
adjusted annually to reflect inflation consistent with Institutional Asset
Management Practices such as the Marshall & Swift inflation index) covering
the Buildings and the Project and Landlord’s property therein in an amount and
with coverages consistent with Institutional Asset Management Practices.  Landlord may elect to carry such other
additional insurance or higher limits as it reasonably deems appropriate,
including (without limitation) rental loss coverage, as consistent with
Institutional Asset Management Practices. 
All of the premiums for such insurance shall be included within the
expenses of which Tenant pays its Proportionate Share pursuant to
Paragraph 4.02.2.  Tenant
acknowledges that Landlord shall not carry insurance on, and shall not be
responsible for damage to, Tenant’s Property or any Alterations, and that
Landlord shall not carry insurance against, or be responsible for any loss
suffered by Tenant due to, interruption of Tenant’s business.  This property policy of insurance shall be
issued by an insurance company authorized to do business in the State of
Colorado for the issuance of such type of insurance coverage and rated A-:VII
or better in A.M. Best Company’s Key Rating Guide.


Article XIV


Tenant’s Insurance


14.01       Commercial
General Liability Insurance.  Tenant
shall, at Tenant’s expense, secure and keep in force a “broad form” commercial
general liability insurance and property damage policy covering the Premises
and the Project, insuring Tenant, and naming Landlord and Landlord’s lenders as
additional insureds, against any liability arising out of the use, occupancy or
maintenance of the Premises or the Project, including the Common Areas.  Such policy shall have limits of Three
Million Dollars ($3,000,000.00) for injury or death of one person in any one
accident or occurrence and in the amount of Three Million Dollars
($3,000,000.00) for injury or death of more than one person in any one accident
or occurrence, shall include contractual liability coverage (which shall include
broad form contractual coverage, including, to the extent available, coverage
for Tenant’s indemnification obligations in this Lease), and shall contain a
severability of interest clause or a cross liability endorsement and a per
location endorsement pursuant to which the coverage available pursuant to this
Lease will not be subject to reduction or exhaustion by reason of occurrences
at locations other than the Project. 
Such insurance shall further insure Landlord and Tenant against
liability for property damage of One Million Dollars ($1,000,000.00).  Landlord may from time to time, but not more
frequently than every five (5) years, require reasonable increases in any
such limits if Landlord believes that additional coverage is necessary or
desirable, but Landlord shall not require increases above the insurance limits
typically required from time to time under Institutional Asset Management
Practices.  The foregoing bodily injury
and property damage limits may be carried on a combined single limit basis and
may be provided in a combination of primary coverage and umbrella or excess
coverage.  The limit of any insurance
shall not limit the liability of Tenant hereunder.  Such policies of insurance shall be primary
and not contributing with or in excess of coverage that Landlord may carry, by
an insurance company authorized to do business in the State of Colorado 



 22
 









for the issuance of such type of insurance coverage and rated A-:XII or
better in A.M. Best Company’s Key Rating Guide.


14.02       Personal
Property Insurance.  Tenant shall
maintain all-risk property insurance on all of its personal property, furniture
(including cubicles), furnishings, trade or business fixtures and equipment,
and signage on or about the Premises, including (without limitation) Tenant’s
telephone, computer and telecommunications systems, equipment and lines and the
Rooftop Equipment (collectively, “Tenant’s Property”), a
policy or policies of fire and extended coverage insurance.  Landlord shall have no interest in the
insurance upon Tenant’s Property and will sign all documents reasonably
necessary in connection with the settlement of any claim or loss by
Tenant.  Landlord will not carry
insurance on Tenant’s Property.  Tenant
will administer any claims with its insurer relating to insurance on Tenant’s
Property, and insurance benefits therefrom will be payable to Tenant.  Tenant acknowledges that, in light of its
opportunity to insure Tenant’s Property and whether or not such insurance is
carried, Tenant shall assume and be responsible for any and all loss of, damage
to, and other claims in respect of Tenant’s Property from any cause whatsoever,
and Tenant shall not made any claim against Landlord or any insurance carried
by Landlord in respect of any such loss, damage or claim.


14.03       Worker’s
Compensation Insurance; Employer’s Liability Insurance.  Tenant shall, at Tenant’s expense, maintain
in full force and effect statutory worker’s compensation insurance, and
employer’s liability insurance with a minimum limit of coverage of One Million
Dollars ($1,000,000.00).


14.04       Evidence
of Coverage.  Tenant shall deliver to
Landlord certificates of insurance and any and all endorsements required herein
for all insurance required to be maintained by Tenant.  Tenant shall, at least thirty (30) days
prior to expiration of each policy, furnish Landlord with certificates of
renewal or “binders” thereof.  Each
certificate shall expressly provide the insurance carrier will endeavor to
provide thirty (30) days notice to Landlord and the other parties named as
additional insureds as required in this Lease of any cancellation or reduction
of coverage such policies.


14.05       Self
Insured Retention.  For so long as
the Tenant under this Lease is CH2M HILL, Inc. or a purchaser of all or
substantially all of the assets of the business operated by it as of the date
hereof or a successor thereto by merger or consolidation (“CH2M HILL”), and
provided and for so long as CH2M HILL shall maintain a net worth, determined in
accordance with GAAP, of not less than $200 million (and shall provide to
Landlord upon its written request financial statements (including via public
filings) certified by an independent public accountant showing a net of at
least such amount), the commercial general liability coverage provided by Tenant
pursuant to this Lease may include a self-insured retention in an amount not to
exceed $1,000,000.  With regard to any
such self-insured retention, Tenant shall provide a defense to Landlord in
respect of claims and liabilities arising from any occurrence on or about the
Premises, the Buildings or the Project, generally in the manner as would have
been provided by an insurance company if Tenant, instead of having such
retention, had maintained full insurance coverage as provided in this
Paragraph XIV with a third-party insurer and, in particular, shall not
decline to provide a defense on the basis that Landlord or a Landlord’s Agent
may have been negligent with regard to such occurrence.


 



 23















Article XV


Indemnification


15.01       Landlord.  Tenant shall indemnify and hold harmless
Landlord and Landlord’s agents, advisors, employees, partners, shareholders,
directors, invitees and independent contractors (collectively, “Landlord’s Agents”)
against and from any and all claims, liabilities, judgments, costs, demands,
causes of action and expenses (including, without limitation, reasonable
attorneys’ fees) arising from (i) any occurrence on or about the Premises,
the Buildings or the Project, except to the extent arising by reason of the
negligence or willful misconduct of Landlord or Landlord’s failure to perform
its obligations expressly set forth in this Lease, by Tenant or Tenant’s
Agents, and (ii) the negligence or willful misconduct of Tenant or Tenant’s
Agents, or from any Default in the terms of this Lease by Tenant, and
(iii) any action or proceeding brought on account of any matter in
items (i) or (ii).  If any action or
proceeding is brought against Landlord by reason of any such claim, upon notice
from Landlord, Tenant shall defend the same at Tenant’s expense with counsel
selected by Tenant.


15.02       Tenant.  Landlord shall indemnify and hold harmless
Tenant and Tenant’s Agents (as defined in Paragraph 8.01) against and from
any and all claims, liabilities, judgments, costs, demands, causes of action
and expenses (including, without limitation, reasonable attorneys’ fees)
arising from (i) the negligence or willful misconduct of Landlord or
Landlord’s Agents, and (ii) a failure of Landlord to perform its
obligations under this Lease which has continued after notice and expiration of
the applicable cure period.  If any
action or proceeding is brought against Tenant by reason of any such claim,
upon notice from Tenant, Landlord shall defend the same at Landlord’s expense
with counsel selected by Landlord.


15.03       No
Impairment of Insurance.  The
foregoing indemnities shall not relieve any insurance carrier of its rights or
obligations under any policies required to be carried by either party pursuant
to this Lease, to the extent that such policies cover the peril or occurrence
that results in the claim that is subject to the foregoing indemnity.


15.04       Survival.  The obligations of under this Paragraph shall
survive any termination of this Lease.


Article XVI


Subrogation


Notwithstanding anything to the contrary in this
Lease, Landlord and Tenant hereby mutually waive any claim against the other
and its Agents for any loss or damage to any of their property located on or
about the Premises, the Buildings or the Project that is caused by or results
from perils covered by property insurance carried by the respective parties or
required to be carried under this Lease, whether or not due to the negligence
of the other party or its Agents. 
Because the foregoing waivers will preclude the assignment of any claim
by way of subrogation to an insurance company or any other person, each party
now agrees to immediately give to its insurer written notice of the terms of
these mutual waivers, if and to the extent required under the applicable
policies, and shall have their insurance policies endorsed, if and to the
extent so 



 24
 









required, to prevent the invalidation of the insurance
coverage because of these waivers. 
Nothing in this Paragraph XVI shall relieve a party of liability to
the other for failure to carry insurance required by this Lease.


Article XVII


Signage


Subject in all cases to
applicable Laws, Tenant shall have exclusive rights to signage on the exterior
and interior of each Building the entirety of which is included in the
Premises.  Any exterior Building signage
shall be maintained at the locations and dimensions existing as of the
Commencement Date or as Landlord may otherwise approve in writing, such
approval not to be unreasonably withheld. 
For so long as the Premises include the entirety of all of the
Buildings, Tenant shall
also have exclusive rights relating to the existing monument signage for the
Project (the “Monument Signage”).  Landlord shall not permit any other exterior
signage at the Project for so long as the Premises include the entirety
of all of the Buildings.  If the Premises
do not include all thereof, Landlord may install or permit installation of
exterior signage for another tenant or occupant of the Project of a character and quality consistent
with Tenant’s signage and Institutional Asset Management Practices. 
Landlord shall not permit any of the companies listed on Exhibit E hereto to have any exterior signage, as long
as Tenant leases some or all of the Buildings, regardless of the amount of
space the competitor may lease in the Project.  Notwithstanding the foregoing, Landlord shall
have the right to place signage, and decals at exterior entrances, identifying
Landlord and/or Landlord’s managing agent, in a manner consistent with Institutional
Asset Management Practices.


Article XVIII


Rooftop Equipment


18.01       Rooftop Equipment. 
Tenant shall have the right to the use of space on the roof of any
Building from time to time included in the Premises for the installation, use,
maintenance and repair of supplemental cooling units, backup generators,
antennae, satellite, microwave dishes or other telecommunication devices, or
any other similar equipment, together with all related equipment, mountings and
supports (collectively, “Rooftop Equipment”). 
Tenant may, without Landlord’s consent, continue to maintain in place
the Rooftop Equipment existing as of the Commencement Date.  Tenant shall obtain Landlord’s prior written
approval of the installation of any new or replacement Rooftop Equipment, which
approval shall not be unreasonably withheld or delayed.  Tenant shall be responsible at its expense
throughout the Term to remedy any leaks or damage to the roof caused by the
installation or maintenance of the Rooftop Equipment, and at the end of the Term
to remove all of the Rooftop Equipment and to restore the roof to a sound and
watertight condition, in each case using Landlord’s roofing contractor.


18.02       Installation and Maintenance.  Landlord shall make available to Tenant
access to the roof for the construction, installation, maintenance, repair,
operation and use of the Rooftop Equipment. 
All work in connection with the installation of such Rooftop Equipment,
including core drilling, if required, shall be performed at Tenant’s sole cost
and expense, including the cost 



 25
 









of a fire watch and related
supervisory costs relating to any core drilling, which shall be performed in
such a manner as Landlord shall reasonably prescribe.  References in this Paragraph 18.02 to
the Rooftop Equipment shall be deemed to include such riser and the electrical
and telecommunication conduits therein. 
Tenant shall use and maintain the Rooftop Equipment so as not to damage
to or interfere with the operation of the Buildings, including the
Systems.  The installation of any Rooftop
Equipment shall constitute an Alteration and shall be performed at Tenant’s
sole cost and expense (including any costs and expenses in connection with
reinforcing the roof of the Buildings, if required) in accordance with and
subject to the provisions of Paragraph XI. 
All of the provisions of this Lease shall apply to the installation, use
and maintenance of the Rooftop Equipment, including all provisions relating to
compliance with Laws (including all FCC rules and regulations), insurance, indemnity,
repairs and maintenance.  The Rooftop
Equipment shall be treated for all purposes of this Lease as Tenant’s Property.


18.03       No Project Interference.  In the event the use of any rooftop equipment
by any other tenant or occupant of the Project interferes with or disturbs the
use or operation of the Rooftop Equipment, then promptly following a written
request by Tenant, Landlord shall use commercially reasonable efforts to
resolve such interference or disturbance, in a manner consistent
with Institutional Asset Management Practices.


18.04       Tenant’s Obligations. 
Tenant shall (i) be solely responsible for any damage caused as a
result of the use of the Rooftop Equipment, (ii) promptly pay any tax,
license, permit or other fees or charges imposed pursuant to any Laws or
insurance requirements relating to the installation, maintenance or use of the
Rooftop Equipment, and (iii) promptly comply with all precautions and
safeguards reasonably required by Landlord’s insurance company and all
governmental authorities relating to the Rooftop Equipment.


Article XIX


Free From Liens


Tenant shall keep the Premises, the Buildings and the
Project free from any liens arising out of any work performed, material
furnished or obligations incurred by or for Tenant.  In the event that Tenant shall not, within
twenty (20) days after Tenant obtains knowledge of the imposition of any
such lien, cause the lien to be released of record by payment or posting of a
proper bond, Landlord shall have in addition to all other remedies provided
herein and by law the right but not the obligation to cause same to be released
by such means as it shall deem proper, including payment of the claim giving
rise to such lien.  All such sums paid by
Landlord and all expenses incurred by it in connection therewith (including,
without limitation, attorneys’ fees) shall be payable to Landlord by Tenant
upon demand.  Landlord shall have the
right at all times to post and keep posted on the Premises any notices
permitted or required by law or that Landlord shall deem proper for the
protection of Landlord, the Premises, the Buildings and the Project, from
mechanics’ and materialmen’s liens. 
Tenant shall give to Landlord advance notice of commencement of any
repair or construction on the Premises in accordance with Paragraph 11.06.



 26
 









Article XX


Entry By Landlord


Tenant shall permit Landlord and Landlord’s Agents to
enter into and upon the Premises at all reasonable times, upon twenty-four (24)
hours’ prior notice (except in the case of an emergency, for which no notice
shall be required), and subject to Tenant’s reasonable security arrangements
and without unreasonably disrupting Tenant’s business, for the purpose of
inspecting the same or showing the Premises to prospective purchasers, lenders
or, during the last twenty-four (24) months of the Term, tenants, or to alter,
improve, maintain and repair the Premises or the Buildings as required or
permitted by Landlord under the terms hereof, or for any other business
purpose, without any rebate of Rent and without any liability to Tenant for any
loss of occupation or quiet enjoyment of the Premises thereby occasioned
(except for actual damages resulting from the negligence or willful misconduct
of Landlord or its agents or contractors); and Tenant shall permit Landlord to
post notices of non-responsibility and ordinary “for sale” and, during the last
twenty-four (24) months of the Term, “for lease,” signs.  No such entry shall be construed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or an eviction
of Tenant from the Premises.  Landlord
may temporarily close entrances, doors, corridors, elevators or other
facilities without liability to Tenant by reason of such closure in the case of
an emergency.


Article XXI


Destruction and Damage


21.01       Restoration.  If all or a portion of the Premises and/or
the Common Areas shall be partially or totally damaged or destroyed by fire or
other casualty, then, unless this Lease is terminated as hereinafter provided,
Landlord shall perform Landlord’s Restoration Work (as hereinafter defined)
with reasonable dispatch and continuity. 
“Landlord’s Restoration Work” shall include all of the work necessary to
repair and restore the Premises (excluding the Alterations made by or on behalf
of Tenant following the date of this Lease) to substantially the same condition
as that in which they were in immediately prior to the happening of the fire or
other casualty and to restore or construct appropriate Common Areas.  Landlord’s Restoration Work shall not include
the repair or restoration of any Tenant’s Property or any Alterations made by
or on behalf of Tenant following the date of this Lease.


21.02       Termination
Rights.  If all or a portion of the
Premises and/or the Common Areas shall be damaged or destroyed by fire or other
casualty, then, Landlord, within thirty (30) days after the occurrence of the
fire or other casualty or as soon thereafter as practicable, shall furnish to
Tenant an estimate (the “Restoration Estimate”), prepared and certified by a
licensed architect selected by Landlord and experienced with projects similar
to the Project, of the date (the “Estimated Date”) by which Landlord’s
Restoration Work shall be completed.  If
the Estimated Date shall be a date later than eighteen (18) months after the
date of the fire or other casualty, or in the event that the casualty is not
insured by insurance carried by Landlord (but only if Landlord was carrying, as
of the date of the casualty, insurance as required by this Lease and in all
other respects consistent with Institutional Asset Management Practices as in
effect at the time of the casualty), or in the event there is a shortfall of
ten percent (10%) or more between the 



 27
 









proceeds from insurance carried by Landlord (or the proceeds that would
have been received if Landlord had been carrying, as of the date of the
casualty, insurance as required by this Lease and in all other respects
consistent with Institutional Asset Management Practices as in effect at the
time of the casualty) and the anticipated cost to restore the casualty (and
Landlord determines that it will not cover such shortfall), then either Tenant
or Landlord may, at its option, terminate this Lease by giving written notice
to the other within thirty (30) days after Tenant’s receipt of the Restoration
Estimate.  In any case where the
Restoration Estimate does not give rise to a termination right as aforesaid (as
well as any case where Tenant does not elect to exercise its termination right
as aforesaid), Tenant shall have the right to terminate this Lease, if for any
reason, Landlord’s Restoration Work is not completed within a period ending
three (3) months after the Estimated Date, with such period subject to
extension for force majeure (provided that force majeure shall not include
shortages in labor or materials for which commercially reasonable alternatives
were available to Landlord).  Tenant may
exercise the termination right described in the preceding sentence by
delivering written notice thereof to Landlord at any time following the end of
such period and prior to the date Landlord completes Landlord’s Restoration
Work.  If Tenant or Landlord terminates
this Lease as provided in this Paragraph 21.02, then such termination
shall be effective on the date specified in the notice of termination, but no
later than twelve (12) months after the date of such notice, as if said date
were the date fixed for the expiration of the Term, provided that as to any
portion of the Premises which is not rendered untenantable by the casualty,
either party shall give the other not less than twelve (12) months advance
notice of termination.


21.03       Damage
Late in the Term.  Notwithstanding
anything to the contrary contained above, in the event of damage to the
Premises occurring during the last twelve (12) months of the Term of this
Lease as then in effect (including a Renewal Term, if Tenant has previously
validly exercised the respective Renewal Option), either Landlord or Tenant
may, within thirty (30) days after the date of the casualty by written
notice to the other, elect to terminate this Lease as to the portion of the
Premises rendered untenantable or, as to any Building fifty percent (50%) or
more of which is rendered untenantable, the entire such Building.  If this Lease is so terminated as to less
than all of the Premises, the Rent hereunder shall be reduced for the remainder
of the Term in proportion to the remaining Premises covered by this Lease.


21.04       Abatement.  In the event Landlord is required to repair
and restore the damaged portions of the Project following a casualty event, the
monthly installments of Rent shall be abated proportionately in the ratio which
Tenant’s use of the Premises is impaired from the date of the casualty and
continuing during the period of such repair or restoration.  Except as expressly provided in the
immediately preceding sentence with respect to abatement of Rent, Tenant shall
have no claim against Landlord for, and hereby releases Landlord and Landlord’s
Agents from responsibility for and waives its entire claim of recovery for any
cost, loss or expense suffered or incurred by Tenant as a result of any damage
to or destruction of the Premises or the Project or the repair or restoration
thereof, including, without limitation, any cost, loss or expense resulting
from any loss of use of the whole or any part of the Premises or the Project
and/or any inconvenience or annoyance occasioned by such damage, repair or
restoration.



 28
 









Article XXII


Condemnation


22.01       Condemnation.  Landlord may, at its option, terminate this
Lease as of the date title vests in the condemning party in the event that
either (i) twenty-five percent (25%) or more of either the Premises or the
Project is taken for any public or quasi-public purpose by any lawful
governmental power or authority, by exercise of the right of appropriation,
inverse condemnation, condemnation or eminent domain, or sold to prevent such
taking (each such event being referred to as a “Condemnation”), or
(ii) such portion of the parking facilities for the Project shall be so
taken, and Landlord is not able to obtain or construct replacement parking
facilities, as to render twenty-five percent (25%) or more of either the
Premises or the Project no longer legally usable for general office
purposes.  Tenant may, at its option,
terminate this Lease as of the date title vests in the condemning party in the
event that either (A) twenty-five percent (25%) or more of the Premises,
or the entirety of any individual Building leased by Tenant is so taken, or
(B) such portion of the parking facilities for the Project shall be so
taken, and Landlord is not able to obtain or construct replacement parking
facilities, as to render twenty-five percent (25%) or more of either the
Premises no longer legally usable for general office purposes.  If either party elects to terminate this
Lease as provided herein, such election shall be made by written notice to the
other party given within thirty (30) days after the nature and extent of
such Condemnation have been finally determined. 
If neither Landlord nor Tenant elects to terminate this Lease as
permitted above, Landlord shall promptly proceed to restore the Premises, to
the extent of any Condemnation award received by Landlord, to substantially the
same condition as existed prior to such Condemnation (including any
Alterations), allowing for the reasonable effects of such Condemnation, and a
proportionate abatement shall be made to the Rent corresponding to the time
during which, and to the portion of the floor area of the Premises (adjusted
for any increase thereto resulting from any reconstruction) of which, Tenant is
deprived on account of such Condemnation and restoration, as reasonably
determined by Landlord.  Except as
expressly provided in the immediately preceding sentence with respect to
abatement of Rent, or a breach of Landlord’s obligations under this
Paragraph XXII, Tenant shall have no claim against Landlord for, and
hereby releases Landlord and Landlord’s Agents from responsibility for and
waives its entire claim of recovery for any cost, loss or expense suffered or
incurred by Tenant as a result of any Condemnation or the repair or restoration
of the Premises, the Buildings or the Project or the parking lot following such
Condemnation, including, without limitation, any cost, loss or expense resulting
from any loss of use of the whole or any part of the Premises, the Buildings,
the Project or the parking lot and/or any inconvenience or annoyance occasioned
by such Condemnation, repair or restoration.


22.02       Condemnation
Proceeds.  Landlord shall be entitled
to any and all compensation, damages, income, rent, awards, or any interest
therein whatsoever which may be paid or made in connection with the taking,
pursuant to any Condemnation, of the Buildings, the land on which the Project
is located and all improvements thereon. 
Tenant shall be entitled to make a separate claim to the condemning
authority for an award separately allocated by the condemning authority to
Tenant for Tenant’s moving and other relocation expenses and the value of
Tenant’s Property, so long as such award does not reduce the amount payable by
the condemning authority to Landlord.



 29
 









Article XXIII


Assignment and Subletting


23.01       Assignment.  Tenant (i) shall not mortgage, pledge,
hypothecate or encumber this Lease or any interest herein; (ii) may assign
its entire interest in this Lease or sublease the Premises or any part thereof
or allow another person to occupy or use the Premises or a portion thereof,
with the prior written consent of Landlord (which shall not be unreasonably withheld
or delayed) as provided below in this Paragraph or as permitted without consent
pursuant to Paragraph 23.02; and (iii) shall not otherwise transfer
an interest in this Lease or any right or privilege appurtenant thereto.  No assignment or other transfer of this Lease
or an interest herein shall relieve Tenant of any liability hereunder.  If Tenant desires to request Landlord’s
consent to an assignment or subletting, Tenant shall, no less than thirty-five
(35) days prior to the proposed effective date, deliver to Landlord by
certified mail or overnight delivery by a recognized national courier service a
written request for consent accompanied by full particulars concerning the
proposed assignment or sublease, including the following:  the name and address of the proposed assignee
or subtenant and the nature and character of the business of the proposed
assignee or subtenant; a copy of the proposed sublease or assignment agreement,
including all material terms and conditions thereof and a description of all monetary
or other consideration payable in connection therewith; financial statements of
the proposed assignee or subtenant certified by an independent public
accountant if available and prepared in accordance with GAAP; pertinent
information appropriate for Landlord to determine the credit, character,
reputation, experience and business standing of the proposed assignee or
subtenant; and such further information as Tenant deems pertinent or Landlord
may reasonably request.  Landlord shall
within twenty (20) days of receipt of the foregoing request for consent
either (x) consent to the proposed assignment or sublease, or
(y) refuse its consent to the proposed assignment or sublease, provided
that such consent shall not be unreasonably withheld, conditioned or delayed.  Landlord shall respond to Tenant’s request
within twenty (20) days following receipt of the request and such
particulars.  In the event Landlord fails
to respond within such period (and provided that Tenant shall have requested
consent by certified mail or overnight delivery as provided above), Landlord’s
failure to respond shall be deemed to constitute Landlord’s consent.


23.02       Tenant
Affiliate.  Without limiting the
foregoing, Tenant may sublet the Premises or assign this Lease to a Tenant
Affiliate.  As used herein, “Tenant Affiliate”
means (i) an entity controlling, controlled by or under common control
with CH2M Hill, Inc. or one of its Successors (as defined below), (ii) any
entity engaged in a joint venture with CH2M Hill, Inc. or one of its Successors,
(iii) a successor corporation related to CH2M Hill, Inc. by merger,
consolidation or reorganization (“Successor”), or (iv) a
purchaser of substantially all of CH2M Hill, Inc.’s assets (also a “Successor”);
and a party shall be deemed to “control” another party for purposes of the
definition contained in the aforesaid clause (i) only if the first party
owns fifty percent (50%) or more of the stock or other beneficial interests of
the second party.  Notwithstanding the
foregoing, following an assignment or sublease permitted without consent
pursuant to this Paragraph, either of the following shall constitute an
assignment requiring the consent of Landlord: 
(A) in the case of a transfer to a Tenant Affiliate under
clause (i), any subsequent transfer of ownership or control of a party
which results if the cessation of the control on the basis of which the
transfer was permitted without consent; and (B) in the case of a transfer
under clause (ii), such entity ceases to be engaged in such joint venture.  Tenant shall provide 



 30
 









Landlord with written notice of any assignment or sublease to a Tenant
Affiliate within ten (10) days prior to the effective date thereof, together
with copies of all documents evidencing such transfer, including without
limitation, all formation documents of the Tenant Affiliate and any other
documents reasonably requested by Landlord, and in the case of an assignment to
a Tenant Affiliate, Tenant shall deliver to Landlord an assignment on terms
reasonably acceptable to Landlord pursuant to which the Tenant Affiliate
assumes and agrees to perform all of the obligations of the Tenant under this
Lease.


23.03       Tenant
to Remain Liable.  Notwithstanding
any assignment of this Lease, Tenant shall at all times remain fully
responsible and liable for the payment of the Rent and for compliance with all
of Tenant’s other obligations under this Lease.


23.04       Profits.  Landlord shall be entitled to, as additional
rent, fifty percent (50%) of any Profits (as defined below) actually received
by Tenant pursuant to any assignment or sublease other than to a Tenant
Affiliate.  Whenever Landlord is entitled
to share in any excess income resulting from an assignment or sublease of the
Premises, the following shall constitute the definition of “Profits”:
the gross revenue received from the assignee or sublessee during the sublease
or the assignment with respect to the space covered by the sublease or the
assignment (“Transferred
Space”) less: 
(i) with respect to a sublease only, the gross revenue paid to Landlord
by Tenant during the period of the sublease term with respect to the
Transferred Space; (ii) the gross revenue as to the Transferred Space paid
to Landlord by Tenant for all days the Transferred Space was vacated beginning
from the date that Tenant first vacated the Transferred Space until the date
the assignee or sublessee was to pay Rent; (iii) any improvement allowance
or other economic concession (planning allowance, moving expenses, etc.), paid
by Tenant to sublessee or assignee; (iv) brokers’ commissions and
attorneys’ fees paid by Tenant in connection with the sublease or assignment;
(v) lease takeover payments; (vi) costs of advertising the space for
sublease or assignment; and (vii) any other costs actually paid in
assigning or subletting the Transferred Space; provided, however, under no
circumstance shall Landlord be paid any Profits until Tenant has recovered all
the items set forth in subparts (i) through (vii) for such Transferred Space,
it being understood that if in any year the gross revenues, less the deductions
set forth in subparts (i) through (viii) above (the “Net Revenues”) are less
than any and all costs actually paid in assigning or subletting the affected
space (collectively “Transaction Costs”), the amount of the excess Transaction
Costs shall be carried over to the next year and then deducted from Net
Revenues with the procedure repeated until a Profit is achieved.


23.05       Credit
Union Sublease.  Tenant hereby
represents and warrants to Landlord that a lease of a portion of the Project to
Addison Avenue Federal Credit Union (the “Credit Union”) is in effect
upon the terms set forth in (i) the Office Lease Agreement between Tenant,
as landlord, and the Credit Union, as tenant, dated March 29, 2006,
(ii) the First Amendment to Office Lease Agreement between Tenant and the
Credit Union dated September 17, 2007 and (iii) the Second Amendment
to Office Lease Agreement dated September 18, 2007 (such lease, as so
amended, the “Credit
Union Sublease”), and that the copies thereof heretofore
delivered by Tenant to Landlord are accurate and complete in all respects.  The Credit Union Sublease shall remain in
effect as a sublease between Tenant and the Credit Union, and Tenant agrees to
fully perform the obligations of the Landlord set forth therein throughout the
term of the Credit Union Sublease. 
Tenant hereby represents and warrants to Landlord that (A) no
provisions of the Credit Union Sublease, or the exercise by either party
thereto of the rights set forth pursuant thereto, or the 



 31
 









performance by either party of its obligations thereunder shall
conflict will or in any manner result in a breach of this Lease; and
(B) no portion of the term of the Credit Union Sublease (including any
option or renewal term thereunder) shall extend beyond the Term of this
Lease.  Tenant agrees that it shall, upon
the end of the Term of this Lease (including following the end of any Renewal
Option), surrender possession of the Premises to Landlord free of any occupancy
right under the Credit Union Sublease and free of actual occupancy by the
Credit Union or any person or entity claiming under or through it.  The indemnification obligations of Tenant set
forth in Paragraph 15.02 shall extend to and include, without limitation,
any breach or failure of any of the representations, warranties and covenants
of Tenant set forth in this Paragraph.


Article XXIV


Tenant’s Default


The occurrence of any one
of the following events shall constitute an event of default on the part of
Tenant (“Default”):


24.01       Abandonment.  The abandonment of the Premises without
payment of rent;


24.02       Payment
Failure.  Failure to pay any
installment of Rent or other monies due hereunder, said failure continuing for
a period of five (5) business days after Tenant’s receipt of written
notice that the same is due;


24.03       Assignment
to Creditors.  A general assignment
by Tenant for the benefit of creditors;


24.04       Bankruptcy.  The filing of a voluntary petition in
bankruptcy by Tenant, the filing by Tenant of a voluntary petition for an
arrangement, the filing by or against Tenant of a petition, voluntary or
involuntary, for reorganization, or the filing of an involuntary petition by
the creditors of Tenant, said involuntary petition remaining undischarged for a
period of ninety (90) days;


24.05       Receivership.  Receivership, attachment, or other judicial
seizure of substantially all of Tenant’s assets on the Premises, such
attachment or other seizure remaining undismissed or undischarged for a period
of ninety (90) days after the levy thereof;


24.06       Breach
of Covenant.  Failure in the
performance of any of Tenant’s covenants, agreements or obligations hereunder
(except those failures specified as events of Default in any other
subparagraphs of this Paragraph XXIV, which shall be governed by such other
Paragraphs) or any breach by Tenant of any representation or warranty set forth
in this Lease or any document delivered pursuant hereto, which failure or
breach continues for thirty (30) days after written notice thereof from
Landlord to Tenant, provided that, if Tenant has exercised reasonable diligence
to cure such failure or breach and such failure or breach cannot be cured
within such thirty (30) day period despite reasonable diligence, Tenant
shall not be in default under this subparagraph so long as Tenant thereafter
diligently and continuously prosecutes the cure to completion;


 



 32















24.07       Tenant’s
Insurance.  Any failure of Tenant to
maintain insurance, deliver evidence to Landlord thereof, in any other respect
breach Tenant’s obligations set forth in this Lease with regard to insurance,
which failure continues for ten (10) days after written notice thereof
from Landlord to Tenant; or


24.08       Failure
to Discharge Lien.  Any failure by
Tenant to discharge any lien or encumbrance placed on the Project or any part
thereof in violation of this Lease within twenty (20) days after the date
Tenant obtains knowledge that such lien or encumbrance has been filed or
recorded against the Project or any part thereof.


Article XXV


Landlord’s Remedies


25.01       Termination.  In the event of any Default by Tenant, then
in addition to any other remedies available to Landlord at law or in equity and
under this Lease, Landlord shall have the immediate option to terminate this
Lease and all rights of Tenant hereunder by giving written notice of such
intention to terminate.  In the event
that Landlord shall elect to so terminate this Lease then Landlord may recover
from Tenant:


25.01.1         the worth at the time of award of any
unpaid Rent and any other sums due and payable which have been earned at the
time of such termination; plus


25.01.2         the worth at the time of award of the
amount by which the unpaid Rent and any other sums due and payable which would
have been earned after termination until the time of award exceeds the amount
of such rental loss Tenant proves could have been reasonably avoided; plus


25.01.3         the worth at the time of award of the
amount by which the unpaid Rent and any other sums due and payable for the
balance of the term of this Lease after the time of award exceeds the amount of
such rental loss that Tenant proves could be reasonably avoided; plus


25.01.4         such reasonable attorneys’ fees
incurred by Landlord as a result of a Default, and costs in the event suit is
filed by Landlord to enforce such remedy.


As used in Paragraph 25.01.1 and 25.01.2 above,
the “worth at the time of award”
is computed by allowing interest at an annual rate equal to the Default Rate or
the maximum rate permitted by law, whichever is less.  As used in Paragraph 25.01.3 above, the “worth at the time of award”
is computed by discounting such amount at the discount rate of the Federal
Reserve Bank of Denver at the time of award, plus one percent (1%).


25.02       Continuation
of Lease.  In the event of any
Default by Tenant, then in addition to any other remedies available to Landlord
at law or in equity and under this Lease, Landlord may continue this Lease in
effect after Tenant’s Default and abandonment and recover Rent as it becomes
due.  If Landlord elects to continue this
Lease in effect, Tenant shall have the rights to assign and sublease as
provided in Paragraph XXIII, and Landlord shall have no duty whatsoever to
attempt to relet the Premises or otherwise reduce or mitigate the damages
resulting from 



 33
 









Tenant’s Default, unless imposed by law.  However, if Landlord elects to terminate this
Lease in accordance with Paragraph 25.01, the amount of damages
recoverable  by Landlord shall be
determined by reference to rental loss that could have been avoided, in the
manner provide in such Paragraph.  Only
an express written notice of termination given by Landlord shall terminate this
Lease.  Without limiting the generality
of the foregoing, for purposes of this Paragraph 25.02, the following acts
by Landlord will not constitute the termination of Tenant’s right to possession
of the Premises:


25.02.1         Acts of maintenance or preservation or
efforts to relet the Premises, including, but not limited to, alterations,
remodeling, redecorating, repairs, replacements and/or painting as Landlord
shall consider advisable for the purpose of reletting the Premises or any part
thereof; or


25.02.2         The appointment of a receiver upon the
initiative of Landlord to protect Landlord’s interest under this Lease or in
the Premises.


25.03       Cumulative
Remedies.  The remedies herein
provided are not exclusive and Landlord shall have any and all other remedies
provided herein or by law or in equity.


25.04       No
Surrender.  No act or conduct of
Landlord, whether consisting of the acceptance of the keys to the Premises, or
otherwise, shall be deemed to be or constitute an acceptance of the surrender
of the Premises by Tenant prior to the expiration of the Term, and such
acceptance by Landlord of surrender by Tenant shall only flow from and must be
evidenced by a written acknowledgment of acceptance of surrender signed by
Landlord.  The surrender of this Lease by
Tenant, voluntarily or otherwise, shall not work a merger unless Landlord
elects in writing that such merger take place, but shall operate as an
assignment to Landlord of any and all existing subleases, or Landlord may, at
its option, elect in writing to treat such surrender as a merger terminating
Tenant’s estate under this Lease, and thereupon Landlord may terminate any or
all such subleases by notifying the sublessee of its election so to do.


Article XXVI


Landlord’s Right to Perform
Tenant’s Obligations


26.01       Performance
by Landlord.  Without limiting the
rights and remedies of Landlord contained in Paragraph XXV above, if
Tenant shall be in material Default in the performance of any of the terms,
provisions, covenants or conditions to be performed or complied with by Tenant
pursuant to this Lease, then Landlord may at Landlord’s option, without any
obligation to do so, and without notice to Tenant perform any such term,
provision, covenant, or condition, or make any such payment and Landlord by
reason of so doing shall not be liable or responsible for any loss or damage
thereby sustained by Tenant or anyone holding under or through Tenant or any of
Tenant’s Agents.


26.02       Emergency
Performance by Landlord.  Without
limiting the rights of Landlord under Paragraph 26.01 above, Landlord
shall have the right at Landlord’s option, without any obligation to do so, to
perform any of Tenant’s covenants or obligations under this Lease without
notice to Tenant in the case of an emergency, as determined by Landlord in its
reasonable 



 34
 









judgment, or if Landlord otherwise determines in its reasonable
discretion that such performance is necessary or desirable for the preservation
of the rights and interests or safety of other tenants of the Buildings or the
Project.


26.03       Tenant
Reimbursement.  If Landlord performs
any of Tenant’s obligations hereunder in accordance with this
Paragraph XXVI, the reasonable amount of the cost and expense incurred or
the payment so made or the amount of the loss so sustained shall immediately be
owing by Tenant to Landlord, and Tenant shall promptly pay to Landlord upon
demand, as Additional Rent, the reasonable cost thereof.


Article XXVII


Tenant’s Right to Perform
Landlord’s Obligations; landlord’s liability


27.01       Tenant’s
Right To Perform Landlord’s Obligations. 
In the event that Landlord fails to perform any obligation of Landlord
under this Lease, Tenant may provide written notice of such failure to
Landlord.  Landlord shall have thirty (30)
days after receipt of any such notice to cure such failure, provided that, if
Landlord has exercised reasonable diligence to cure such failure or breach and
such failure or breach cannot be cured within such thirty (30) day period
despite reasonable diligence, Landlord shall not be in default under this
Paragraph so long as Landlord thereafter diligently and continuously prosecutes
the cure to completion.  If Landlord
fails to cure such failure within the aforesaid thirty (30) day (or, if
applicable, longer) period, and if such failure on the part of Landlord materially
impairs Tenant’s ability to conduct its business operations in the Premises or
otherwise constitutes a threat of imminent damage to persons or property, then
Tenant shall have the right to take such actions as may be reasonably required
to cure such failure.  Landlord shall,
within thirty (30) days following written request, reimburse Tenant for
the actual costs incurred by Tenant in effectuating a cure in accordance with
this Paragraph XXVII.  If Landlord
fails to do so, Tenant may pursue legal action to recover such sum from
Landlord, and Tenant agrees that it will not have any right to, and shall not,
apply any such amounts as an offset, credit, reduction or abatement against
Rent or any other amounts due to Landlord under this Lease.


27.02       Landlord’s
Liability.  Notwithstanding anything
contained herein to the contrary, it is specifically understood and agreed that
there shall be no personal liability of Landlord in respect of any of the
terms, covenants, conditions or provisions of this Lease, and in the event of a
breach or default by Landlord of any of its liabilities and obligations under
this Lease, Tenant and any persons claiming by, through or under Tenant shall
look solely to the equity of the Landlord in the Project and all sale, financing,
condemnation, rent and other proceeds from the Project for the satisfaction of
Tenant’s and such persons’ remedies and claims for damages.


Article XXVIII


Attorneys’ Fees


If either party hereto fails to perform any of its
obligations under this Lease or if any dispute arises between the parties
hereto concerning the meaning or interpretation of any 



 35
 









provision of this Lease, then the defaulting party or
the party not prevailing in such dispute, as the case may be, shall pay any and
all costs and expenses incurred by the other party on account of such default
and/or in enforcing or establishing its rights hereunder, including, without
limitation, court costs and reasonable attorneys’ fees and disbursements.  Any such attorneys’ fees and other expenses
incurred by either party in enforcing a judgment in its favor under this Lease
shall be recoverable separately from and in addition to any other amount
included in such judgment, and such attorneys’ fees obligation is intended to
be severable from the other provisions of this Lease and to survive and not be
merged into any such judgment.


Article XXIX


Taxes


Tenant shall be liable for and shall pay, prior to
delinquency, all taxes levied against Tenant’s Property.  If any Alteration installed by Tenant or any
of Tenant’s Property is assessed and taxed with the Project or the Buildings,
Tenant shall pay such taxes to Landlord within thirty (30) days after
delivery to Tenant of a statement therefor.


Article XXX


Effect of Conveyance


The term “Landlord” as
used in this Lease means, from time to time, the then current owner of the
Buildings or the Project containing the Premises, so that, in the event of any
sale of the Buildings or the Project, Landlord shall be and hereby is entirely
freed and relieved of all covenants and obligations of Landlord hereunder
accruing thereafter, and it shall be deemed and construed, without further
agreement between the parties and the purchaser at any such sale, that the
purchaser of the Buildings or the Project has assumed and agreed to carry out
any and all covenants and obligations of Landlord hereunder accruing after such
sale.


Article XXXI


Estoppel Certificate


From time to time, within ten (10) days after
written request of either Landlord or Tenant, the party receiving such request
shall execute, acknowledge and deliver to the requesting party or its designee,
an Estoppel Certificate in substantially the form attached hereto as Exhibit D
and with any other statements reasonably requested by the requesting party or
its designee.  Any such Estoppel
Certificate delivered pursuant to this Paragraph XXXI may be relied upon
by a prospective purchaser of Landlord’s interest or a mortgagee of Landlord’s
interest or assignee of any mortgage upon Landlord’s interest in the Premises,
or by any potential assignee or subtenant of Tenant.



 36
 









Article XXXII


Subordination


Subject to Tenant’s receipt of a non-disturbance
agreement as provided below, this Lease, and all rights of Tenant hereunder,
shall be subject and subordinate to all ground leases, overriding leases and
underlying leases affecting the Buildings or the Project now or hereafter
existing and each of the terms, covenants and conditions thereto (the “Superior Lease(s)”), and to
all mortgages which may now or hereafter affect the Buildings, the Project or
any of such leases and each of the terms, covenants and conditions thereto (the
“Superior Mortgage(s)”),
whether or not such mortgages shall also cover other lands, buildings or
leases, to each and every advance made or hereafter to be made under such
mortgages, and to all renewals, modifications, replacements and extensions of
such leases and such mortgages and spreaders and consolidations of such
mortgages.  As used herein the lessor of a
Superior Lease or its successor in interest is herein called “Superior Lessor”; and the
holder of a Superior Mortgage is herein called “Superior
Mortgagee.”  Landlord
represents and warrants that, as of the Lease Date, there are no Superior
Leases or Superior Mortgages in effect. 
In connection with any
Superior Lease or Superior Mortgage becoming effective following the Lease
Date, the Superior Lessor or Superior Mortgagee and Tenant shall enter into a
non-disturbance agreement on the form of the Superior Lessor or Superior
Mortgagee, with customary modifications thereto reasonably acceptable to
Tenant, whereby the holder of such Superior Lease or Superior Mortgage
agrees that Tenant, upon paying the Base Rent and all of the Additional Rent
and other charges herein provided for, and observing and complying with the
covenants, agreements and conditions of this Lease on its part to be observed
and complied with, shall lawfully and quietly hold, occupy and enjoy the
Premises during the Term of this Lease (including any renewal terms), upon and
subject to the terms and conditions set forth in such agreement.


Article XXXIII


Environmental Covenants


33.01       Definition
of Hazardous Materials.  As used in
this Lease, the term “Hazardous Materials” shall mean and include any
substance that is or contains: 
(i) any “hazardous substance” as now or hereafter defined in
§ 101(14) of the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (“CERCLA”) (42 U.S.C.
§ 9601 et seq.) or any
regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or
hereafter defined in the Resource Conservation and Recovery Act, as amended (“RCRA”)
(42 U.S.C. § 6901 et seq.)
or any regulations promulgated under RCRA; (iii) any substance now or
hereafter regulated by the Toxic Substances Control Act, as amended (“TSCA”)
(15 U.S.C. § 2601 et seq.)
or any regulations promulgated under TSCA; (iv) petroleum, petroleum
by-products, gasoline, diesel fuel, or other petroleum hydrocarbons;
(v) asbestos and asbestos-containing material, in any form, whether
friable or non-friable; (vi) polychlorinated biphenyls; (vii) lead
and lead-containing materials; or (viii) any additional substance,
material or waste (A) the presence of which on or about the Premises
(1) requires reporting, investigation or remediation under any
Environmental Laws (as hereinafter defined), (2) causes or threatens to
cause a nuisance on the Premises or any adjacent area or property or poses or
threatens to pose a hazard to the health or safety of persons on the Premises
or any adjacent area or property, or 



 37
 









(3) which, if it emanated or migrated from the Premises, could
constitute a trespass, or (B) which is now or is hereafter classified or
considered to be hazardous or toxic under any Environmental Laws.


33.02       Definition
of Environmental Laws.  As used in
this Lease, the term “Environmental Laws” shall mean and include:  (i) CERCLA, RCRA and TSCA; and
(ii) any other federal, state or local laws, ordinances, statutes, codes,
rules, regulations, orders or decrees now or hereinafter in effect relating to
(A) pollution, (B) the protection or regulation of human health,
natural resources or the environment, (C) the treatment, storage or
disposal of Hazardous Materials, or (D) the emission, discharge, release
or threatened release of Hazardous Materials into the environment.


33.03       Tenant
Use.  Tenant agrees that during its
use and occupancy of the Premises it will: 
(i) not (A) permit Hazardous Materials to be present on or
about the Premises except in a manner and quantity necessary for the ordinary
performance of Tenant’s or its subtenants’ businesses or (B) release,
discharge or dispose of any Hazardous Materials on, in, at, under, or emanating
from, the Premises, the Buildings or the Project (except for de minimis amounts of products containing small quantities of Hazardous
Materials which products are of a type customarily found in offices and in full
compliance with any Environmental Laws); (ii) comply with all
Environmental Laws relating to the use of Hazardous Materials on or about the
Premises by Tenant or Tenant’s Agents and not engage in or permit others to
engage in any activity at the Premises in violation of any Environmental Laws;
and (iii) immediately notify Landlord of (A) any inquiry, test,
investigation or enforcement proceeding by any governmental agency or authority
against Tenant, Landlord or the Premises, the Buildings or the Project relating
to any Hazardous Materials or under any Environmental Laws of which Tenant
receives notice or (B) the occurrence of any event or existence of any
condition that would cause a breach of any of the covenants set forth in this
Paragraph XXXIII.


33.04       Remediation.  If Tenant’s use of Hazardous Materials on or
about the Premises during the Term results in a release, discharge or disposal
of Hazardous Materials on, in, at, under, or emanating from, the Premises, the
Buildings or the Project, Tenant agrees to investigate, clean up, remove or
remediate such Hazardous Materials in full compliance with:  (i) the requirements of (A) all
Environmental Laws and (B) any governmental agency or authority
responsible for the enforcement of any Environmental Laws; and (ii) any
additional requirements of Landlord that are reasonably necessary to protect
the value of the Premises, the Buildings or the Project.


33.05       Inspection;
Access.  Upon twenty-four (24) hours’
prior notice, which may be telephonic, and subject to Tenant’s reasonable
security requirements (except in the case of an emergency in which case no
notice shall be required), Landlord may inspect the Premises and surrounding
areas for the purpose of determining whether there exists on or about the
Premises any Hazardous Material or other condition or activity that is in
violation of the requirements of this Lease or of any Environmental Laws.  Such inspections may include, but are not
limited to, entering the Premises or adjacent property with drill rigs or other
machinery for the purpose of obtaining laboratory samples.  Landlord shall not be limited in the number
of such inspections during the Term of this Lease; provided, however, that
Landlord shall use reasonable efforts in minimizing disruption to Tenant’s
business operations in the Premises in scheduling and 



 38
 









conducting any such inspections. 
Such inspections shall be at Landlord’s sole cost and expense; provided,
however, that in the event (i) such inspections reveal the presence of any
such Hazardous Material or other condition or activity caused by Tenant or
Tenant’s Agents in violation of the requirements of this Lease or of any
Environmental Laws, or (ii) Tenant or its Agents contribute or knowingly
consent to the presence of any Hazardous Materials in, on, under, through or
about the Premises, the Buildings or the Project in violation of the
requirements of this Lease or any Environmental Laws or exacerbate the
condition of or the conditions caused by any Hazardous Materials in, on, under,
through or about the Premises, the Buildings or the Project, of which condition
Tenant had prior written notice, Tenant shall reimburse Landlord for the cost
of such inspections within ten (10) days of receipt of a written statement
therefor.


33.06       Landlord’s
Remediation Right.  Landlord shall
have the right, but not the obligation, prior or subsequent to a Default,
without in any way limiting Landlord’s other rights and remedies under this
Lease, to enter upon the Premises, or to take such other actions as it deems
necessary or advisable, to investigate, clean up, remove or remediate any
Hazardous Materials or contamination by Hazardous Materials present on, in, at,
under, or emanating from, the Premises, the Buildings or the Project in
violation of Tenant’s obligations under this Lease or under any Environmental
Laws.  Notwithstanding any other
provision of this Lease, Landlord shall also have the right, at its election,
in its own name or as Tenant’s agent, to negotiate, defend, approve and appeal,
at Tenant’s expense, any action taken or order issued by any governmental
agency or authority with regard to any such Hazardous Materials or
contamination by Hazardous Materials referenced in the preceding sentence.  All costs and expenses paid or incurred by
Landlord in the exercise of the rights set forth in this Paragraph XXXIII
shall be payable by Tenant upon demand, except that, if Landlord takes actions
with respect to Hazardous Materials contamination which has been exacerbated
(as opposed to originally caused or created) by Tenant or Tenant’s Agents, then
Tenant shall be responsible for the costs of the actions taken with respect to
or to the extent of such exacerbated conditions (but not the costs of
remediating the original contamination not caused or created by Tenant or
Tenant’s Agents).


33.07       Surrender.  Tenant shall surrender the Premises to
Landlord upon the expiration or earlier termination of this Lease free of
debris, waste or Hazardous Materials placed on, about or near the Premises by
Tenant or Tenant’s Agents during the Term of this Lease, and, with respect to
any contamination or other conditions resulting from the actions of Tenant or
Tenant’s Agents during the Term of this Lease, in a condition which complies
with all Environmental Laws and any additional requirements of Landlord that
are reasonably necessary to protect the value of the Premises, the Buildings or
the Project, including, without limitation, the obtaining of any closure
permits or other governmental permits or approvals required by Laws and related
to Tenant’s use of Hazardous Materials in or about the Premises.  Tenant’s obligations and liabilities pursuant
to the provisions of this Paragraph XXXIII shall survive the expiration or
earlier termination of this Lease.


33.08       Tenant
Indemnity.  Tenant agrees to
indemnify and hold harmless Landlord from and against any and all claims,
losses (including, without limitation, loss in value of the Premises, the
Buildings or the Project, liabilities and expenses (including attorneys’ fees))
sustained by Landlord attributable to (i) any Hazardous Materials placed
on or about the Premises, the Buildings or the Project by Tenant or Tenant’s
Agents during the Term of this 



 39
 









Lease, or (ii) Tenant’s breach of any provision of this
Paragraph XXXIII during the Term of this Lease.


33.09       Acknowledgement
of Purchase Agreement.  Nothing
contained in this Paragraph XXXIII or elsewhere in this Lease is intended,
or shall be construed, to amplify or explain, amend or modify, waive or
release, or in any other manner affect any of the terms or conditions of the
Purchase Agreement or the rights and remedies of Landlord and Tenant
thereunder, all of which shall be as expressly set forth in the Purchase
Agreement.


33.10       Existing
Hazardous Materials.  As between
Landlord and Tenant, Tenant shall not be responsible for the clean-up,
monitoring or remediation of, and shall not be required to indemnify Landlord
against any claims, losses, liabilities or expenses resulting from, any
Hazardous Materials existing on the Premises as of the Commencement Date,
except to the extent that contamination or other damage caused by such
Hazardous Materials has been exacerbated by Tenant or Tenant’s Agents or by
Tenant’s failure to perform its obligations under this Paragraph and elsewhere
in this Lease.  In addition, Tenant shall
not be responsible for the clean-up, monitoring or remediation of, and shall
not be required to indemnify Landlord against any claims, losses, liabilities
or expenses resulting from, any Hazardous Materials placed on or about the
Premises by Landlord or Landlord’s Agents or any contamination or other damage
relating to Hazardous Materials existing on the Premises as of the Commencement
Date to the extent that the same has been exacerbated by Landlord or Landlord’s  Agents or by Landlord’s failure to perform
its obligations under this Paragraph and elsewhere in this Lease.  Each of Landlord and Tenant will promptly
notify the other if it becomes aware of any Hazardous Materials at the Project
that involve any governmental or private action pursuant to any Environmental
Laws.


33.11       Survival.  The provisions of this Paragraph XXXIII
shall survive the expiration or earlier termination of this Lease.


Article XXXIV


Notices


All notices and demands which are required or may be
permitted to be given to either party by the other hereunder shall be in
writing and shall be sent by United States mail, postage prepaid, certified, or
by personal delivery or overnight courier, addressed to the addressee at Tenant’s
Address or Landlord’s Address as specified in the Basic Lease Information, or
to such other place as either party may from time to time designate in a notice
to the other party given as provided herein. 
Copies of all notices and demands given to Landlord shall additionally
be sent to (i) Landlord’s property manager at the address specified in the
Basic Lease Information or at such other address as Landlord may specify in
writing from time to time and (ii) each Superior Mortgagee and Superior
Lessor at such address as Landlord may specify in writing from time to
time.  Notice shall be deemed given upon
actual receipt (or attempted delivery if delivery is refused), if personally delivered,
or one (1) business day following deposit with a reputable overnight
courier that provides a receipt, or on the third (3rd) day following
deposit in the United States mail in the manner described above.



 40
 









Article XXXV


Waiver


The waiver of any breach of any term, covenant or
condition of this Lease shall not be deemed to be a waiver of such term,
covenant or condition or of any subsequent breach of the same or any other
term, covenant or condition herein contained. 
The subsequent acceptance of Rent by Landlord shall not be deemed to be
a waiver of any preceding breach by Tenant, other than the failure of Tenant to
pay the particular rental so accepted, regardless of Landlord’s knowledge of
such preceding breach at the time of acceptance of such Rent.  No delay or omission in the exercise of any
right or remedy of Landlord in regard to any Default by Tenant shall impair
such a right or remedy or be construed as a waiver.  Any waiver of any Default must be in writing
and shall not be a waiver of any other Default concerning the same or any other
provisions of this Lease.


Article XXXVI


Holding Over


Any holding over of possession, without the prior
written consent of Landlord, by Tenant after the expiration of the Term or the
termination hereof pursuant to Paragraph XXV shall not confer any right
upon Tenant to use or occupy the Premises, and Landlord may immediately recover
possession from Tenant.  Any holding over
of possession with the prior written consent of Landlord shall be a
month-to-month tenancy, at a rental rate equal to one hundred twenty-five
percent (125%) of the Base Rent last due in this Lease, plus Additional Rent,
and shall otherwise be on the terms and conditions herein specified, so far as
applicable; provided, however, that in no event shall any renewal or expansion
option or other similar right or option contained in this Lease be deemed
applicable to any such tenancy.


Article XXXVII


Successors and Assigns


The terms, covenants and conditions of this Lease
shall, subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of all of the parties
hereto.  If Tenant shall consist of more
than one entity or person, the obligations of Tenant under this Lease shall be
joint and several.


Article XXXVIII


Time


Time is of the essence of this Lease and each and
every term, condition and provision herein.



 41
 









Article XXXIX


Brokers


Except as set forth in the Basic Lease Information,
Landlord and Tenant each represents and warrants to the other that neither it
nor its officers or agents nor anyone acting on its behalf has dealt with any
other real estate broker in the negotiating or making of this Lease, and each
party agrees to indemnify and hold harmless the other from any claim or claims,
and costs and expenses, including attorneys’ fees, incurred by the indemnified
party in conjunction with any such claim or claims of any other broker or
brokers to a commission in connection with this Lease as a result of
commitments made or alleged to have been made by the indemnifying party.


Article XL


Rules and Regulations


Tenant agrees to comply with such reasonable rules and
regulations as Landlord may adopt from time to time and deliver to Tenant for
the orderly and proper operation of the Buildings and the Project.  Such rules may include but shall not be
limited to the regulation of the removal, storage and disposal of Tenant’s
refuse and other rubbish at the sole cost and expense of Tenant.  The then current rules and regulations shall
be binding upon Tenant upon delivery of a copy of them to Tenant.  Landlord shall not be responsible to Tenant
for the failure of any other person to observe and abide by any of said rules
and regulations.  Landlord’s current
rules and regulations are attached to this Lease as Exhibit C.


Article XLI


Entire Agreement


This Lease, including the Exhibits attached hereto,
which are hereby incorporated herein by this reference, contains the entire
agreement of the parties hereto, and no representations, inducements, promises
or agreements, oral or otherwise, between the parties, not embodied herein or
therein, shall be of any force and effect.


Article XLII


Interest


Any installment of Rent and any other sum due from
Tenant under this Lease which is not received by Landlord within ten (10)
days from when the same is due shall bear interest from the date such payment
was originally due under this Lease until paid at an annual rate equal to ten
percent (10%) (the “Default Rate”).  Payment of such interest shall not excuse or
cure any Default by Tenant.  In addition,
Tenant shall pay all costs and attorneys’ fees incurred by Landlord in
collection of such amounts.


 



 42















Article XLIII



Construction


This Lease shall be construed and interpreted in
accordance with the laws of the State of Colorado.  The parties acknowledge and agree that no
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall be employed in the interpretation of this
Lease, including the Exhibits attached hereto. 
All captions in this Lease are for reference only and shall not be used
in the interpretation of this Lease. 
Whenever required by the context of this Lease, the singular shall
include the plural, the masculine shall include the feminine, and vice
versa.  If any provision of this Lease
shall be determined to be illegal or unenforceable, such determination shall
not affect any other provision of this Lease and all such other provisions
shall remain in full force and effect.


Article XLIV



Security


44.01       Security
Responsibility.  Tenant acknowledges
and agrees that, while Landlord may engage security personnel to patrol the
Buildings or the Project, Landlord is not providing any security services with
respect to the Premises, the Buildings or the Project and that Landlord shall
not be liable to Tenant for, and Tenant waives any claim against Landlord with
respect to, any property loss by theft or any other damage suffered or incurred
by Tenant in connection with any unauthorized entry into the Premises or any
other breach of security with respect to the Premises, the Buildings or the
Project.


44.02       Security
Measures.  Tenant hereby agrees to
the exercise by Landlord and Landlord’s Agents, within their reasonable
discretion, of such security measures as, but not limited to, the evacuation of
the Premises, the Buildings or the Project for cause, suspected cause or for
drill purposes, the denial of any access to the Premises, the Buildings or the
Project and other similarly related actions that it deems necessary to prevent
any threat of property damage or bodily injury. 
The exercise of such security measures by Landlord and Landlord’s
Agents, and the resulting interruption of service and cessation of Tenant’s
business, if any, shall not be deemed an eviction or disturbance of Tenant’s
use and possession of the Premises, or any part thereof, or render Landlord or
Landlord’s Agents liable to Tenant for any resulting damages or relieve Tenant
from Tenant’s obligations under this Lease.


Article XLV



Landlord Lien Waiver


45.01       Waiver
of Lien Rights.  Notwithstanding
anything herein to the contrary, Landlord waives any and all rights, title and
interest Landlord now has, or hereafter may have, whether statutory or
otherwise, to Tenant’s inventory, movable or leased equipment, furnishings,
trade fixtures, books and records and personal property owned or leased by
Tenant located at the Premises (singly and/or collectively, the “Collateral”).  Landlord acknowledges that Landlord has no
lien, right, claim, interest or title in or to the Collateral.  Landlord further agrees that Tenant 



 43
 









shall have the right, at its discretion, to mortgage, pledge,
hypothecate or grant a security interest in the Collateral as security for its
obligations under any equipment lease or other financing arrangement related to
the conduct of Tenant’s business at the Premises.  Landlord further agrees to execute and
deliver within ten (10) business days following receipt of Tenant’s
written request therefor any UCC filing statement or other documentation on
commercially reasonable terms with respect to any such lease or financing
arrangement, and any consent or waiver forms submitted by any vendors,
equipment lessors, chattel mortgagees, lenders, or holders or owners of the
Collateral (“Equipment
Lessors”) setting forth, inter alia that Landlord
waives, in favor of such party any superior lien, claim, interest or other
right therein.  The foregoing is not
intended and shall not be construed to prohibit Landlord from pursuing efforts
to enforce any judgment Landlord may obtain against Tenant, including execution
or levy upon property of Tenant, subject to any and all prior rights of
Equipment Lessors therein.


45.02       No
Fixtures.  The Collateral shall not
become the property of Landlord or a part of the realty no matter how affixed
to the Premises and may be removed by Tenant or any Equipment Lessors or
lenders at any time and from time to time during the entire term of this Lease,
in the same manner and subject to the same conditions applicable to the removal
thereof by Tenant.  Any Equipment Lessor
or lender shall, as a condition to its right to remove the same, promptly
repair any damage caused by the removal of such property to the same extent and
in the same manner as required of Tenant under the terms of this Lease.


Article XLVI



Approvals


Whenever this Lease requires an approval, consent,
designation, determination, selection or judgment by either Landlord or Tenant,
except as otherwise specifically set forth in this Lease, such approval,
consent, designation, determination, selection or judgment and any conditions
imposed thereby shall be reasonable and shall not be unreasonably withheld,
conditioned or delayed and, in exercising any right or remedy hereunder, each
party shall at all times act reasonably and in good faith.


Article XLVII



Reasonable Expenditures


Any expenditure by a party permitted or required under
this Lease, for which such party is entitled to demand and does demand
reimbursement from the other party, shall be reasonably incurred, and shall be
substantiated by documentary evidence available for inspection and review by
the other party or its representative during normal business hours.  The provisions set forth in
Paragraph IV, and not this Paragraph, shall govern in respect of the
Additional Rent payable pursuant to Paragraph IV.



 44
 









Article XLVIII



Quiet Enjoyment


Landlord has the right, power and authority to enter
into this Lease.  Tenant, or any
permitted assignee or sublessee of Tenant, upon the payment of the rental and
performance of Tenant’s other covenants and obligations hereunder, shall and
may peaceably and quietly have, hold and enjoy the Premises during the Term
without disturbance by Landlord or anyone claiming by or through Landlord,
subject to and upon the terms and conditions provided in this Lease.


Article XLIX



Options to Renew


49.01       Renewal
Option.  Tenant shall have
two (2) successive options to renew this Lease (each, a “Renewal Option”)
each for either a ten (10) or five (5) year extended term (each a “Renewal Term”),
and at Tenant’s sole election for any of the following:  (i) the entirety of all four (4)
Buildings; (ii) the entirety of all of the North, South, and West
Buildings; or (iii) the entirety of all of the North, South, and West
Buildings plus the number of full floors of the East Building designated by
Tenant, provided that the remaining floors are contiguous (that is, Tenant may
exercise the Renewal Option as to the following: (A) the first floor;
(B) first and second floors; (C) first, second and third floors;
(D) the fourth floor; (E) the third and fourth floors; or
(E) the second, third and fourth floors). 
Each Renewal Term shall commence immediately following the Expiration
Date or the expiration of the prior Renewal Term, as applicable (the “Applicable
Expiration Date”), and end on the tenth (10th) or fifth (5th) anniversary of the
Applicable Expiration Date (as applicable), and each Renewal Term shall be upon
the same terms and conditions as this Lease except for Base Rent, which shall
be determined as described below, and the Renewal Option thus exercised shall
no longer exist.  In order to exercise
any Renewal Option, Tenant shall give written notice (the “Election Notice”)
to Landlord of Tenant’s intention to exercise such Renewal Option not less than
twenty-four (24) months prior to the Applicable Expiration Date (the “Outside Option Exercise Date”),
which notice shall specify whether the Renewal Term is for a ten (10) year or
five (5) period and whether the Renewal Option is exercised as to all
four (4) Buildings, or for only the North, South, and West Buildings
combined, or for the North, South, and West Buildings and a designated floor or
floors of the East Building, and the giving of such notice shall not be
effective if Tenant is, at the time the notice is given, in Default under this
Lease.  If such notice is not so given,
the Renewal Option and any subsequent Renewal Options shall terminate.  Each Renewal Option shall be available only
in respect of the Premises as constituted as of the time the Renewal Option is
exercised, and shall not apply in respect of any area that has been or may be
excluded or removed from the Premises by reason of Tenant’s failure to exercise
a prior Renewal Option.  If either option
is exercised as to less than all of the area that has theretofore been included
within the Premises, Tenant shall surrender possession of the area not covered
by the Renewal Option to Landlord, on the last day of the Term as in effect
prior to exercise of the Renewal Option, in the condition and in the manner
provided in this Lease for surrender at the end of the Term, including (without
limitation) the removal of all of Tenant’s Property as provided under this
Agreement from the surrendered area.  If
Tenant timely delivers the Election Notice to Landlord, Landlord and 



 45
 









Tenant shall be deemed to have entered into an extension of this Lease
with respect to the Premises for the ten (10) or five (5) year
extended terms, as applicable, on the terms and conditions set forth herein.


49.02       Payment
upon Non-Renewal.


49.02.1         Tenant shall make a payment to Landlord
as provided in Paragraph 49.02.2 below in either of the following events:


(i)            If Tenant does not exercise the
first Renewal Option, Tenant fails to fully construct, in accordance with the
provisions regarding the Parking Expansion Alterations (as set forth in
Paragraph 2.03.4) prior to the Outside Option Exercise Date for the first Renewal
Option, at least one hundred ninety-two (192) parking spaces; or


(ii)           If Tenant exercises the first Renewal
Option but excludes from such exercise (in accordance with Paragraph 49.01
above) one or more floors of the East Building (with the floors excluded from
such exercise, the “Excluded Floors”), Tenant fails to fully construct, in
accordance with the provisions regarding the Parking Expansion Alterations
prior to the Outside Option Exercise Date for the first Renewal Option, a
number of new parking spaces equal to the product of (A) eleven
(11) multiplied by (B) the number of the Excluded Floors.


If Tenant exercises the first Renewal Option
as to the entirety of all four (4) Buildings, or if Tenant constructs the
applicable number of parking spaces specified in either subparagraph (i)
or (ii) above, Tenant shall not be required to make payment pursuant to this
Paragraph 49.02.


49.02.2         In the event that a payment is due to
Landlord under Paragraph 49.02.1 above, Tenant shall pay to Landlord,
within ninety (90) days following the Outside Option Exercise Date and as
additional rental under this Lease, an amount equal to the product of
(A) the number of floors not included within the area covered by Tenant’s
Election Notice (that is, if the triggering event is that described in
subparagraph 49.02.1(i), the number of all floors in all Buildings in the
Project, or if the triggering event is that described in
subparagraph 49.02.1(ii), the number of the Excluded Floors), multiplied
by (B) One Hundred Twelve Thousand Five Hundred Dollars ($112,500) per
floor, subject to a maximum amount of Four Hundred Fifty Thousand Dollars
($450,000) per Building, or an aggregate amount of $1,800,000 if the payment is
made by reason of the event specified in subparagraph 49.02.1(i).


49.03       Definition
of Prevailing Market Rent.  The
monthly Base Rent payable during each Renewal Term pursuant to Paragraph 49.01 above shall
be an amount equal to ninety-five percent (95%) of the Prevailing Market Rent
(as hereinafter defined), multiplied by the number of rentable square feet in
the Buildings constituting the Premises (as specified in the Basic Lease
Information).  “Prevailing Market Rent”
shall mean the prevailing rental rate per rentable square foot that comparable
landlords of commercial buildings in the Englewood, Colorado submarket with a
similar character and stature as the Buildings would accept in arms-length
transactions 



 46
 









from new, non-expansion, non-renewal and non-equity tenants, for
comparable improved space of similar size and comparable location within the
Buildings for a comparable use and for comparable duration and otherwise upon
substantially equivalent economic terms as this Lease, for a term commencing on
or about the commencement of the Renewal Term, taking into full consideration
any concessions or inducements, including, without limitation, tenant
improvement allowances, free rent, lease take-over obligations, or moving
costs, that may be paid to other tenants.


49.04       Determination
of Prevailing Market Rent.  If Tenant
shall have exercised a Renewal Option, then within fifteen (15) days after the
Outside Option Exercise Date, Landlord shall advise Tenant in writing of the
amount of Prevailing Market Rent for the Renewal Term.  Within thirty (30) days after the Outside Option
Exercise Date, Landlord and Tenant shall meet and attempt in good faith to
mutually determine Prevailing Market Rent for the purposes of the
foregoing.  If the parties have not
reached agreement on Prevailing Market Rent within such thirty (30) day period,
as such initial thirty (30) day period may be extended by the mutual
agreement  in writing of the parties (the
“Initial
Rent Determination Period”), then each party shall appoint a
real estate broker and shall give to the other party the identity of the broker
no later than the date that is five (5) days after the expiration of the
Initial Rent Determination Period.  The
two brokers shall either (i) agree upon Prevailing Market Rent or (ii)
mutually appoint a commercial real estate broker with qualifications and
experience appropriate to determine Prevailing Market Rent (the “Appraiser Expert”).  If the brokers cannot reach agreement on the
Prevailing Market Rent or the appointment of the Appraiser Expect by the date
that is twenty (20) days after the end of the Initial Rent Determination
Period then either Landlord or Tenant may file a declaratory relief action or
other appropriate proceeding in the Colorado State Court having jurisdiction
for the immediate determination and designation of the Appraiser Expert, who
shall be a commercial real estate broker with qualifications and experience
appropriate to resolve matters as to which the parties do not agree and with
not less than ten (10) years experience in commercial office leasing for
properties similar to the Project in the relevant area.  The broker for each party shall make a
written presentation to the Appraiser Expert within fifteen (15) days
after designation of the Appraiser Expert, and within fifteen (15) days
after such presentations the Appraiser Expert shall determine the amount of
Prevailing Market Rent, which shall be final and binding upon the parties.  Each party shall pay the fees and expenses of
the broker designated by it plus fifty percent (50%) of the cost of the
Appraiser Expert.  Each of Landlord and
Tenant shall strictly comply with the time period set forth in this Paragraph
and in all other respects shall use diligent and good faith efforts to agree
upon or obtain a determination of Prevailing Market Rent as soon as practicable
and, in any event, within one hundred ten (110) days following the Outside
Option Exercise Date.


49.05       Withdrawal
of Election Notice.  In the event
that the determination of Prevailing Market Rent is made by the Appraiser
Expert, Tenant may by written notice to Landlord given within ten (10) days of
such determination, withdraw its Election Notice with regard to the Renewal
Option, upon and subject to the following terms and conditions:  if such withdrawal notice shall not have been
given at least twenty (20) months prior to the expiration of the Term as then
in effect, the Term shall be extended so that the same ends on the date that is
twenty (20) months after Tenant gives such withdrawal notice.



 47
 









Article L



[INTENTIONALLY OMITTED]


Article LI



Tenant Competitors


For so long as any Building contains a portion of the
Premises covered by this Lease, Landlord agrees that it will not lease other
premises located within such Building to any of the companies listed on Exhibit E
hereto for a term that will be in effect at the same time that the Premises
covered by this Lease include a portion of such Building.


Landlord and Tenant have
executed and delivered this Lease as of the Lease Date specified in the Basic
Lease Information.


	
  Landlord:   

  	
  Wells REIT II — South Jamaica Street, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wells Operating Partnership II, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership, its sole member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Wells Real Estate Investment Trust II, Inc.,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenant:    

  	
  CH2M HILL, INC.,

  
	
   

  	
  a Florida corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
							



 


 



 48















EXHIBIT A


DIAGRAM OF THE PREMISES


 


 


 


 



 A-1















EXHIBIT B


[INTENTIONALLY OMITTED]


 


 


 


 


 



 B-1















EXHIBIT C


RULES AND REGULATIONS


This exhibit, entitled “Rules and Regulations,” is and
shall constitute Exhibit C to the Lease Agreement, dated as
of the Lease Date, by and between Landlord and Tenant for the Premises.  The terms and conditions of this Exhibit C
are hereby incorporated into and are made a part of the Lease.  Capitalized terms used, but not otherwise
defined, in this Exhibit C have the meanings ascribed to such
terms in the Lease.


1.             Tenant shall not
use, keep or permit to be used or kept any foul or noxious gas or substance or
any flammable or combustible materials on or around the Premises, except to the
extent that Tenant is permitted to use the same under the terms of
Paragraph XXXIII of the Lease.


2.             Tenant shall not
alter any lock or install any new locks or bolts on any door at the Premises
without providing Landlord with a key or card key access thereto.


3.             Tenant shall not
disturb, solicit or canvas any tenant or other occupant of the Buildings or the
Project and shall cooperate to prevent same.


4.             Tenant is
responsible for the storage and removal of all trash and refuse.  All such trash and refuse shall be contained
in suitable receptacles stored behind screened enclosures at locations approved
by Landlord.


5.             Tenant shall not
store or permit the storage or placement of goods or merchandise in or around
the common areas surrounding the Premises. 
No displays or sales of merchandise shall be allowed in the parking
lots.


6.             Tenant shall not
permit any animals (except those required for persons with disabilities),
including, but not limited to, any household pets, to be brought or kept in or
about the Premises, the Buildings, the Project or any of the common areas.


 


 



 C-1















EXHIBIT D


FORM OF ESTOPPEL
CERTIFICATE


The
undersigned as [Tenant][Landlord]
under that certain Lease Agreement (the “Lease”) made and entered into as of                    ,
20       by and
between [INVESTOR],
a [Investor Entity], as Landlord, and CH2M HILL, INC., a Florida corporation, as Tenant, for that
certain Premises located at                    ,
Englewood, Colorado, hereby to the best of the undersigned’s knowledge certifies to                                        as follows:


1.             Attached
hereto as Exhibit A
is a true and correct copy of the Lease and all amendments and modifications
thereto.  The documents contained in Exhibit A
represent the entire agreement between the parties as to the Premises.


2.             Tenant
currently occupies the Premises described in the Lease, the Term commenced on                    ,
        , and the Term expires on                    ,          .


3.             Base
Rent became payable on                    ,           .


4.             The
Lease is in full force and effect and has not been modified, supplemented or
amended in any way except as provided in Exhibit A.


5.             [The undersigned has not transferred, assigned, or sublet any portion of
the Premises nor entered into any license or concession agreements with respect
thereto except as follows:] [The undersigned is the fee
owner of the Premises as described in the Lease.]


6.             All
monthly installments of Base Rent and all monthly installments of estimated
Additional Rent have been paid when due through                    ,            .  The current monthly installment of Base Rent
is $                   .


7.             To
the Knowledge (as defined below) of the undersigned, all obligations of the
Lease to be performed by [Landlord][Tenant] have been performed and [Landlord][Tenant] is not in default thereunder.


8.             No
rental has been paid more than thirty (30) days in advance and no security
has been deposited with Landlord.


9.             To
the Knowledge of the undersigned, as of the date hereof, there are no existing
defenses or offsets that the undersigned has against [Landlord][Tenant].


10.           For
purposes of this Estoppel Certificate, the term “Knowledge” means that the
undersigned is not required to undertake due diligence beyond the information
and knowledge of the personnel of the undersigned charged with management oversight
of the matters which are the subject of this Estoppel Certificate.


11.           If
the undersigned is a corporation or other entity, the undersigned hereby
represents and warrants that such entity is a duly formed and existing entity
qualified to do business in Colorado (if required) and that the undersigned has
full right and authority to execute 



 D-1
 









and
deliver this Estoppel Certificate and that each person signing on behalf of the
undersigned is authorized to do so.


12.           [Such
other matters as may be reasonably requested by a prospective purchaser, lender
or other transferee of an interest of Landlord in the Project or by a
prospective assignee of Tenant, upon commercially reasonable terms.]


Executed at                              on the          day of                    ,
2007.


	
  [Landlord][Tenant]:      

  	
   

  	
   , 

  
	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 


 


 



 D-2















EXHIBIT E


COMPANIES SUBJECT TO
SIGNAGE PROHIBITION AND LEASING RESTRICTION


Bechtel Corporation


Black & Veatch Corporation


Camp Dresser & McKee Inc.


Fluor Corporation


Foster Wheeler Ltd.


Jacobs Engineering Group Inc


KBR


MWH Americas, Inc.(Montgomery Watson Harza )


PBS&J Corporation


Parsons Brinckerhoff


Parsons Corporation


The Shaw Group Inc.


Skanska USA Inc.


URS Corporation


 


 



 E-1