City Council Study Session Agenda and Packet 2004 05 11

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(f) If any term of this Lease is found to be void or invalid, such finding shall not affect the remaining terms of this Lease, which shall continue in full force and effect. The parties agree that if any provisions are deemed not enforceable, they shall be deemed modified to the extent necessary to make them enforceable. Any questions of particular interpretation shall not be interpreted against the draftsman, but rather in accordance with the fair meaning thereof. No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. (g) The person who has executed this Lease on behalf of Tenant represents and warrants that he or she is duly authorized to execute this Lease in his or her representative capacity as indicated, and has full power to bind Tenant to the terms and conditions hereof. Landlord represents that its undersigned representatives have been duly authorized to execute this Lease on behalf of Landlord and have full power to bind Landlord to the terms and conditions hereof. (h) This Lease may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. (i) All Exhibits referred to herein and any Addenda are incorporated herein for all purposes. The parties - understand and acknowledge that Exhibit A (the legal description of the Property) and Exhibit B (the Premises location within the Property), may be attached to this Lease and the Memorandum of Lease, inpreliminary form. Accordingly, the parties "agree that upon the preparation of final, more complete exhibits, Exhibits A, and /or B, as the case may be, which may have been attached hereto in preliminary form, may be replaced by Tenant with such final, more complete exhibit(s). The terms of all Exhibits are incorporated herein for all purposes. (j) If Landlord is represented by any broker or any other leasing agent, Landlord is responsible for all commission fee or other payment to such agent, and agrees, to the extent permitted by law, to indemnify and hold Tenant harmless from all claims by such broker or anyone claiming through such broker. If Tenant is represented by any broker or any other leasing agent, Tenant is responsible for all commission fee or other payment to such agent, and agrees to indemnify and hold Landlord harmless from all claims by such broker or anyone claiming through such broker. 19. Redevelopment. (a) Landlord and Tenant understand and acknowledge that Landlord may redevelop and reserves the right to redevelop the Property in such a way that Tenant's use of the Premises may be disturbed (the "Redevelopment "). In the event the Redevelopment requires the Antenna Facilities to be relocated, Landlord and Tenant agree to reasonably cooperate to relocate the Antenna Facilities to a different area of the Property, if possible, including amending the Exhibits of this Lease to reflect the relocation, provided that Tenant shall not be required to relocate the Antenna Facilities until after the expiration of the Initial Term. Any relocation of the Antenna Facilities shall lie performed by Tenant. Landlord shall provide Tenant with one (1) year notice of the Redevelopment. All direct expenses incurred by Tenant on this relocation shall be paid by Tenant and abated from the Rent until the full cost of the relocation is reimbursed to Tenant. Landlord's rights under this Section 19 are in addition to the right of relocation set forth in Section 9. (b) Provided the Redevelopment requires a zoning approval, Landlord shall, at Tenant's reasonable discretion, be responsible for obtaining any permits or zoning approvals necessary to relocate the Antenna Facilities, and specifically shall include the new location for the Antenna Facilities in any zoning or permit applications for the Redevelopment, provided any required construction drawings /mylars for the Antenna Facility shall be timely prepared and provided by Tenant, at Tenant sole expense. (c) During the Redevelopment, Tenant shall have the right to operate a temporary facility on the Property, provided such operation does not interfere with the Landlord's Redevelopment or other use of the Property. If the operation of a temporary facility does interfere with Landlord's Redevelopment, as determined by Landlord, then Landlord and Tenant shall reasonably cooperate to allow Tenant to operate a temporary facility on property owned by Landlord in the immediate vicinity, if possible. (d) In the event the proposed new location for the Antenna Facility is unacceptable to Tenant, Landlord and Tenant shall reasonably cooperate to determine an alternative site for the placement of the Antenna Facility on the Property, or on other property the Landlord owns or manages in the immediate vicinity. If no acceptable new location can be found, either Landlord or Tenant shall have right to terminate this Lease, and upon such termination, both parties shall be released of any further obligations, except with respect to any claims or liabilities then accrued. Such termination shall not require the return or refund of any portion of the signing bonus or any payments made or considerations given prior to such termination. The effective date of this Lease is the date of execution by the last party to sign (the "Effective Date "). Site Number: DNO Site Name: Market: Denver MTA 8 Version 10 -2 -01