ASSIGNMENT AND ASSUMPTION OF LEASE

Exhibit 10.35

ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (referred to subsequently as this “Agreement”) is made on May 27, 2004, by LSI Logic Corporation, as successor in interest to International Business Machines Corporation (“Assignor”), and Engenio Information Technologies, Inc. (“Assignee”).

LakeCentre Plaza Ltd., LLLP, as Landlord (“Landlord”), and Assignor, as tenant, entered into a lease dated November 17, 1999, as assigned by Assignment and Assumption Agreement dated August 29, 2002, with regard to the premises known 5400 Airport Blvd., Suite 100 and 200, Boulder, Colorado 80301 (the “Premises”). That lease and assignment are attached hereto as Exhibit A and incorporated herein by this reference and are collectively referred to in this Agreement as the “Lease.” Assignor wishes to assign the Lease to Assignee, and Assignee wishes to accept such assignment and assume the obligations of tenant under the Lease, upon and subject to the terms and conditions set forth in this Agreement. Accordingly, Assignor and Assignee agree as follows:

     1.  Assignment and Delivery of Possession. Effective May 31, 2004 (the “Effective Date”), Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Lease, including, but not limited to, all of Assignor’s right, title and interest in and to: (a) the security deposit paid by Assignor under the Lease, and (b) the rent prepaid under the Lease. Assignor will deliver possession of the Premises to Assignee on the Effective Date, in the same condition in which the Premises exist on the date of Assignee’s signature on this Agreement.

     2.  Assumption and Acceptance of Premise. Assignee hereby accepts the foregoing assignment and assumes and agrees to pay all rent and other charges and perform and observe all covenants, conditions, obligations and agreements of the tenant under the Lease to be paid, performed or observed on or after the Effective Date of this Agreement Assignee hereby accepts the Premises in the condition existing on the date of Assignee’s signature on this Agreement.

     3.  Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that as of the date hereof and as of the Effective Date: (a) the Lease is in full force and effect, and unmodified, (b) Assignor’s interest in the Lease is free and clear of any liens, encumbrances, or adverse interests of third parties, (c) Assignor has full and lawful authority to assign its interest in the Lease, (d) there exists no default under the Lease by Assignor nor any circumstances which, with the passage of time or the giving of notice, or both, would be a default under the Lease, (e) to the best of Assignor’s knowledge, there exists no default under the Lease by Landlord nor any circumstances which, with the passage of time or the giving of notice, or both, would be a default under the Lease, (f) no part of the security deposit under the Lease has been used by Landlord, and (g) Assignor is not aware of any defects in the Premises not previously disclosed to Assignee in writing.

     4.  Indemnification. Assignee shall not be responsible, to the Landlord, to Assignor, or to any other party, for the discharge or performance of any duties or obligations to be performed by the tenant under the Lease prior to the Effective Date of this Agreement, and Assignor agrees to and shall indemnify and hold Assignee harmless from and against any and all actions, claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys’ fees): (a) arising out of or relating to any breach or failure to perform any duties or obligations under the Lease to be performed by the tenant thereunder prior to the Effective Date of this Agreement, or (b) resulting from a breach of any representation, warranty, covenant or agreement made by Assignor in this Agreement. Assignee agrees to and shall indemnify and hold Assignor harmless from and against any and all actions, claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys’ fees), or (c) arising out of or relating to any breach or failure to perform any duties or obligations under the Lease to be performed by the tenant thereunder from and after the Effective Date of this Agreement, or (d) resulting from a breach of any covenant or agreement made by Assignee in this Agreement.

     5.  Modification of Lease. Assignor agrees that Assignee and Landlord may amend the Lease in any way after the Effective Date of this Agreement, without notice to or consent of Assignor, and without in any manner releasing or relieving Assignor from liability under the Lease as is exists on the Effective Date of this Agreement, and Assignor shall remain liable under all the terms, covenants,

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conditions, obligations and agreements of the Lease as they exist on the Effective Date of this Agreement.

     6.  Miscellaneous. This Agreement may be modified only by a written instrument signed by both Assignor and Assignee. This Agreement shall be binding upon Assignor and Assignee and their respective heirs, personal representatives, successors and assigns. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado. In the event of any dispute or litigation arising out of or relating to this Agreement, the prevailing party shall be awarded and paid its expenses, including reasonable attorneys’ fees, from the non-prevailing party.

     Assignor and Assignee have executed this Agreement on the day and year first written above.

CONSENT TO ASSIGNMENT

     The undersigned (Landlord identified above) hereby consents to the foregoing Assignment and Assumption of Lease, on the express conditions, agreed to by Assignor and Assignee by their signatures above, that: (i) Assignor (tenant under the Lease) will continue to remain primarily liable (jointly and severally with Assignee) for the payment of all rent and other sums and the performance and observance of all covenants, conditions, obligations and agreements required of tenant under the Lease, in accordance with the terms of the Lease; (ii) if any default under the Lease occurs, Landlord will have the right to collect the rent and other sums due under the Lease directly from either Assignor or Assignee or both without waiving any of Landlord’s rights against the other party; and (iii) no further assignment of the Lease, and no subletting of all or any portion of the Premises, will be made without the prior written consent of Landlord.

LANDLORD: LakeCentre Plaza Ltd., LLLP

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conditions, obligations and agreements of the Lease as they exist on the Effective Date of this Agreement.

     6.  Miscellaneous. This Agreement may be modified only by a written instrument signed by both Assignor and Assignee. This Agreement shall be binding upon Assignor and Assignee and their respective heirs, personal representatives, successors and assigns. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Colorado. In the event of any dispute or litigation arising out of or relating to this Agreement, the prevailing party shall be awarded and paid its expenses, including reasonable attorneys’ fees, from the non-prevailing party.

     Assignor and Assignee have executed this Agreement on the day and year first written above.

CONSENT TO ASSIGNMENT

     The undersigned (Landlord identified above) hereby consents to the foregoing Assignment and Assumption of Lease, on the express conditions, agreed to by Assignor and Assignee by their signatures above, that: (i) Assignor (tenant under the Lease) will continue to remain primarily liable (jointly and severally with Assignee) for the payment of all rent and other sums and the performance and observance of all covenants, conditions, obligations and agreements required of tenant under the Lease, in accordance with the terms of the Lease; (ii) if any default under the Lease occurs, Landlord will have the right to collect the rent and other sums due under the Lease directly from either Assignor or Assignee or both without waiving any of Landlord’s rights against the other party; and (iii) no further assignment of the Lease, and no subletting of all or any portion of the Premises, will be made without the prior written consent of Landlord.

LANDLORD: LakeCentre Plaza Ltd., LLLP

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EXHIBIT “A”

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS AGREEMENT made the 29 ^th day of August, 2002, by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation, with an office at New Orchard Road, Armonk, New York 10504 (hereinafter “IBM”) and LSI Logic Corporation, a Delaware corporation, having an office at 1621 Barber Lane, Milpitas, California 95035, (hereinafter “Assignee”).

WITNESSETH:

     WHEREAS, by a certain lease dated as of November 17,1999 as amended and supplemented (hereinafter collectively called the “Lease”) IBM leases from Lake Centre Plaza, Ltd., LLLP, (“Lessor”) certain premises described in the Lease in the office building located at 5400 Airport Blvd., Suite 100, Boulder, Colorado 80301, and

     WHEREAS, IBM desires to assign the Lease to Assignee and Assignee is willing to assume the obligations imposed upon IBM under the Lease, subject to and conditioned upon agreements hereinafter set forth.

     NOW THEREFORE, in consideration of $1.00 paid by each of the parties hereto to the other, the receipt of which is hereby acknowledged, and for other good and valuable consideration, the parties hereto agree as follows:

     1. IBM hereby assigns to Assignee, effective on the date of the Closing as defined in the Asset Purchase Agreement between LSI Logic Corporation and IBM (“APA”), which shall have been executed concurrent with or immediately prior to the execution hereof (hereinafter the “Effective Date”), all of IBM’s rights and interests in and to the Lease, a true and complete copy of which is attached hereto, together with the leasehold estate thereof and all rights and interests of IBM in and to the premises created thereby (the “Premises”) in its “as is” condition, subject to Paragraphs 3(e) and 6 hereof.

     2. IBM, for itself and its legal representatives, successors and assigns, covenants and represents to Assignee and agrees as follows:

          (a) IBM has full right, authority and power to assign its rights and interests in and under the Lease, subject to Paragraph 6;

          (b) No other assignment of the Lease has been made by IBM, and the rights and interests of IBM in and under the Lease are now and will, on the Effective Date, be free and clear of any liens and encumbrances made by IBM;

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          (c) IBM is not on the date hereof, and will not on the Effective Date, be in default under any of the terms of the Lease, having performed all of the obligations imposed upon IBM as lessee under the Lease and, as of the date hereof, the Lease is in full force and effect and enforceable in accordance with its terms, and

          (d) IBM has no knowledge of any default in the performance and observance of obligations contained in the Lease to be kept, observed and performed by Lessor, or any condition which with the giving of notice or passage of time, or both, would constitute a default under the Lease.

     3. Assignee, for itself and its legal representatives, successors and assigns, covenants and represents to IBM and agrees as follows:

          (a) On and after the Effective Date, Assignee shall assume and hereby agrees promptly and faithfully to keep, fulfill, observe, perform and discharge each and every covenant, duty, debt and obligation on IBM’s part to be performed that may accrue and become performable, due or owing from and after the Effective Date under the terms of the Lease;

          (b) The Lease has not been and will not be further amended in any respect without the consent of Lessor, Assignee and IBM;

          (c) All rental payments required by the terms of the Lease, which become due and payable on and after the Effective Date, shall be made by Assignee in accordance with the terms of the Lease and sent directly to Lessor, unless otherwise directed in writing by Lessor;

          (d) On the Effective Date, Assignee shall accept delivery of the Premises in its then “as is” condition, broom clean;

          (e) Notwithstanding any provision in this Agreement to the contrary, Exhibit “F” (in its entirety), entitled “Option to Extend,” shall not be assigned to Assignee;

          (f) Neither Lessor’s consent nor any term or provision of the Assignment and Assumption Agreement shall be construed as constituting a consent by Lessor to any further assignments of the Lease or subletting of all or any portions of the Premises covered thereby without first obtaining the prior written consent of Lessor;

          (g) Neither Lessor’s consent nor any term or provision of the Assignment and Assumption Agreement shall be construed as constituting a release or discharge by Lessor of IBM from an obligation or liability as Tenant under the Lease; and

          (h) Neither Lessor’s consent nor any term or provision of the Assignment and Assumption Agreement shall be construed as constituting an amendment or modification of the Lease or waiver of any its terms or provisions, or of any existing or future defaults thereunder, except as set forth in Subparagraph 3(e) above.

     4. (a) Without limiting the generality of Paragraph 3(a), if Assignee defaults in the performance of any of the covenants made by Assignee in this Agreement (including, without

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limitation, the payment of rent under the Lease) and such default shall continue for a grace period of five (5) business days after receipt of notice thereof by IBM to Assignee, then in such event IBM may cure the default. Any sums reasonably required to be paid by IBM with respect to obligations, debts, duties and liabilities assumed under this Agreement but not performed by Assignee hereunder, and all sums expended by IBM to cure a default by Assignee under the Lease or this Agreement, are sums which are immediately due and owing to IBM from Assignee. Assignee shall promptly pay such sums to IBM upon written demand.

          (b) As security for the performance of its obligations under this Agreement, Assignee hereby assigns to IBM all of Assignee’s rights and interests in and to all subleases of the Premises, or part thereof, covered by the Lease which may in the future be made by Assignee. In the event of default by Assignee hereunder IBM, after giving seven (7) days notice to any such sublessee, shall be entitled to receive all rents, additional rents and profits payable under said subleases, but until such notice is given, Assignee shall be entitled to exercise all of its rights and interests in and to these subleases, including the receipt of such rents and profits. Assignee covenants that it will give written notice of this collateral assignment of subleases and rentals due thereunder to each sublessee at the time it makes any sublease. Upon execution of each sublease, Assignee shall deliver to IBM an executed agreement of assignment in accordance with the terms of this paragraph, together with a duplicate original of the sublease.

          (c) In no event shall Assignee remain in the Premises beyond the expiration date or earlier termination of the Lease term. If Assignee fails to surrender the Premises on or before such date as required by the terms of the Lease, Assignee shall be liable to IBM and reimburse IBM promptly on demand for all direct costs, expenses and fees, and all indirect, special and consequential damages incurred and suffered by IBM by reason of such holdover by Assignee.

          (d) This Paragraph 4 shall survive the expiration date or earlier termination of the Lease.

     5. Any notice to be given pursuant to this Agreement shall be in writing and shall be served by hand or private express mail carrier, or by United States certified or registered mail.

          (a) Notices to Assignee shall be mailed simultaneously to LSI Logic Corporation, 1621 Barber Lane, M/S D-106, Milpitas, California 95035-7458, Attention: General Counsel and LSI Logic Corporation, 1621 Barber Lane, M/S D-129, Milpitas, California 95035-7458, Attention: Corporate Real Estate, unless otherwise directed in writing by Assignee.

          (b) Notices to IBM shall be mailed simultaneously to IBM’s Program Manager at IBM Real Estate Services, 1501 LBJ Freeway, Suite 465, Dallas, Texas 75234, and to IBM Counsel, Real Estate Services, at IBM, New Orchard Road, Armonk, New York 10504, unless otherwise directed in writing by IBM.

     6. Notwithstanding any provision in this Agreement to the contrary, Assignee understands that IBM is required by Article 10 of the Lease to obtain the consent of Lessor to this assignment of the Lease. If for any reason Lessor fails or refuses to give such consent in writing on or before September 12,2002, either party may elect to terminate this Agreement by notice of such

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election to the other party, in which event neither IBM nor Assignee shall have any claim against the other hereunder. Assignee shall have no liability for any obligations of IBM that accrued prior to the Effective Date.

     7. This Agreement shall be binding on Assignee and its heirs, distributees and executors, and IBM, and their respective legal representatives, successors and permitted assigns.

     8. This Agreement shall not be changed except by written instrument signed by IBM and Assignee.

     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of IBM and Assignee as of the date first above written.

LEASE AGREEMENT
OFFICE AND INDUSTRIAL SPACE

This Lease Agreement is made and entered into as of 17 day of November, 1999, by and between LakeCentre Plaza, Ltd., LLLP (“Landlord”), whose address is 4875 Pearl East Cr, #300. Boulder, CO 80301 , and Mytex Corporation (Tenant”), whose address is 5400 Airport Blvd., Suite 100, Boulder, Colorado 80301 .

In consideration of the covenants, terms, conditions, agreements and payments as herein Set forth, the Landlord and Tenant hereby enter into the following Lease:

1. Definition . Whenever the following words or phrases are used in this Lease, said words or phrases shall have the following meaning:

     A. “Area” shall mean the parcel of land depicted on Exhibit “A” attached hereto and commonly known and referred to as High Point Boulder , Colorado. The Area includes the Leased Premises and one or more buildings. The Area may include Common Areas.

     B. “Building”, shall mean a building located in the Area.

     C. “Common Areas” shall mean all entrances, exits, driveways, curbs, walkways, hallways,parking areas, landscaped areas, restrooms, loading and service areas, and like areas or facilities which are located in the Area and which are designated by the Landlord as area or facilities available for the nonexclusive use in common by persons designated by the Landlord.

     D. “Leased Premises” shall mean the premises herein leased to the Tenant by the Landlord.

     E. “Rentable Area” shall mean;

           (1) For a Single Tenant Floor. With respect to a single tenant floor, Rentable Area will mean the sum of (i) the floor area (measured in square feet from the outermost surface of all walls and the midpoint of any common walls) excluding standard openings in the floor slab used, for example, for Building stairs, elevator and other shafts and vertical ducts (collectively, the “Excluded Spaces”) , (ii) an allocation of the floor area of the Common Areas and Services Areas on such floor, and (iii) an allocation of the floor area of Common Areas located in or serving the Building.

          (2)  For a Multiple Tenant Floor. With respect to a multiple tenant floor, Rentable Area will mean the sum of (i) the floor area (in square feet) less any Excluded Spaces located within the Rentable Area, and (ii) an allocation of the floor area of the common Areas and Services Areas on such floor, and (iii) an allocation of the floor area of Common Areas located in or serving the Building.

           (3) Columns and Non-Standard Openings. No deductions will be made in either Paragraph 1.E.(1) or Paragraph 1.E.(2) for (i) columns and projections necessary to the structural support of the Building or (ii) for openings in the floor slab which were made at the request of Tenant or to accommodate items installed at the request of Tenant.

           (4) Tenant’s Rentable Area may change from time to time as the total rentable area in the Building is increased or decreased.

     F. “Tenant’s Prorata Share” as to the Building in which the Leased Premises are located shall mean an amount (expressed as a percentage) equal to the rentable area included in the Leased Premises divided by the total rentable area included in said Building. The Tenant’s Prorata Share as to Common Areas shall mean an amount (expressed as a percentage) equal to the rentable area included in the Leased Premises divided by the total rentable area included in all Buildings located in the Area. The Tenant’s Prorata Share for Common Areas may change from time to time as the rentable area in all Buildings located in the Area is increased or decreased. The Tenant’s Prorata Share is approximately 52.94% (43,725sf/82,589sf).

2. Leased Premises. The Landlord hereby leases into the Tenant, and the Tenant hereby leases from the Landlord, the following described premises:

3.  Base Term, The term of this Lease shall commence at 12:00 noon on April 15, 2000, and, unless sooner terminated as herein provided for, shall end at 12:00 noon on May 1, 2007 (“Lease Term”). Except as specifically provided to the contrary herein, the Leased Premises shall, upon the termination of this Lease, by virtue of the expiration of the Lease Term or otherwise, be returned to the Landlord by the Tenant in as good or better condition than when entered upon by the Tenant, ordinary wear and tear excepted.

4. Rent . Tenant shall pay the following rent for the Leased Premises:

      A.  Base Monthly Rent . Tenant shall pay to Landlord, without notice and without setoff, at the address of Landlord as herein set forth, the following Base Monthly Rent (“Base Monthly Rent”), said Base Monthly Rent to be paid in advance on the first day of each month during the term hereof. In the event that this Lease commences on a date other than the first day of a month, the Base Monthly Rent for the first month of the Lease Term shall be prorated for said partial month. Below is a schedule of Base Monthly Rental payments as agreed upon:

During Lease Term

     B.  Lease Term Adjustment . If, for any reason, other than delays caused by the Tenant, the Leased Premises are not ready for Tenant’s.

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occupancy on April 15,2000, the Tenant’s rental obligation and other monetary expenses (i.e. taxes, utilities, etc.) shall be abated in direct proportion to the number of days of delay. It is hereby agreed that the premises shall be deemed ready for occupancy on the day the Landlord receives a T.C.O. or C.O. from the appropriate authority, or on the day the Landlord gives Tenant the keys to the Leased Premises if a building permit has not been applied for and/or is not required by the appropriate authority.

     C.  Cost of Living Adjustment. The Base Monthly Rental specified in paragraph 4A above shall be recalculated for each Lease year as defined hereinafter following the first Lease Year of this Lease Agreement. The recalculated Base Monthly rental shall be hereinafter referred to as the “Adjusted Monthly Rental”. The Adjusted Monthly rental for each Lease year after the First Lease Year shall be the greater of: (i) the amount of the previous year’s Adjusted Monthly Rental, (or the Base Monthly Rental if calculating the Adjusted Monthly Rental for the second Lease Year), or (ii) an amount calculated by the rent adjustment formula set forth below. In applying the rent adjustment formula, the following definitions shall apply:

     (1) “Lease year” shall mean a period of twelve (12) consecutive full calendar months with the first Lease Year commencing on the date of the commencement of the term of this Lease and each succeeding Lease Year commencing upon the anniversary date of the first Lease Year; however if this Lease does not commence on the first day of a month, then, the first Lease Year and each succeeding Lease Year shall commence on the first day of the first month following each anniversary date of this Lease;

     (2) “Bureau” shall mean the Bureau of Labor Statistics of the United States Department of the Labor or any successor agency that shall issue the Price Index referred to in this Lease Agreement.

     (3) “Price Index” shall mean the “Consumer Price Index-All Urban Consumers-All Items (CPI-U) U.S. City Average (1982-84=100)” issued from time to time by the Bureau. In the event the Price Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the increase in the Price Index shall be made with the use of such conversion factor, formula or table as may be published by Prentice-Hall, Inc. of failing such publication, by another nationally recognized publisher of similar statistical information. In the event the Price Index shall cease to be published, then, for the purposes of this paragraph 4C there shall be substituted for the Price Index such other index as the Landlord and the Tenant shall agree upon, and if they are unable to agree within sixty (60) days after the Price Index ceases to be published, such matter shall be determined by arbitration in accordance with the Rules of the American Arbitration Association.

     (4) “Base Price Index” shall mean the Price Index released to the public during the second calendar month preceding the commencement of this Lease Agreement.

     (5) “Revised Price Index” shall mean the Price Index released to the public during the second calendar month preceding the Lease Year for which the Base Annual Rental is to be adjusted:

     (6) “Basic Monthly Rental” shall mean the Basic Monthly Rental set forth in subparagraph 4A above. The rent adjustment formula used to calculate the Adjusted Monthly Rental is as follows:

Not withstanding the above formula, the Adjusted Monthly Rental shall not be less than 103% or greater than 106% of the previous year’s Adjusted Monthly Rental, or the Basic Monthly Rental if such adjustment is for the Second Lease Year. The Adjusted monthly Rental as herein above provided shall continue to be payable monthly as required in paragraph 4A above without necessity of any further notice by the Landlord to the Tenant.

     D.  Total Net Lease. The Tenant understands and agrees that this Lease is a total net lease (a “net, net, net lease”), whereby the Tenant has the obligation to reimburse the Landlord for a share of all costs and expenses (taxes, assessments, other charges, insurance, trash removal, Common Area operation and maintenance and like costs and expenses), incurred by the Landlord as a result of the Landlord’s ownership and operation of the Area.

     (E)  Use of Premises. Tenant shall use the Leased Premises only for business offices, research and development and for no other purpose whatsoever except with the written consent of Landlord. Tenant shall not allow any accumulation of trash or debris on the Leased Premises or within any portion of the Area. All receiving an delivery of goods and merchandise and all removal of garbage and refuse shall be made only by way of the rear and/or other service door provided therefore. In the event the Leased Premises shall have no such door, then these matters shall be handled in a manner satisfactory to Landlord. No storage of any material outside of the Leased Premises shall be allowed unless first approved by Landlord in writing, and then in only such areas as are designated by Landlord. Tenant shall not commit or suffer any waste on the Leased premises nor shall Tenant permit any nuisance to be maintained on the Leased Premises or permit any disorderly conduct or other activity having a tendency to annoy or disturb any occupants of any part of the Area and/or any adjoining property.

     7. Laws and Regulations — Tenant Responsibility . The Tenant shall, at its sole cost and expense,comply with all laws and regulations of any Govermental entity, board, commission or agency having jurisdiction over the Leased Premises. Tenant agrees not to install any electrical equipment that overloads any electrical paneling, circuitry or wiring and further agrees to comply with the requirements of the insurance underwriter or any governmental authorities having jurisdiction thereof.

     8.  Landlord’s Rules and Regulations . Landlord reserves the right to adopt and promulgate rules and regulations applicable to the leased premises and from time to time or supplement amend or supplement said rules or regulations, Notice of such rules and regulations amendments and supplements thereto shall be given to Tenant, and Tenant agrees to comply with the observe such rules and regulations and amendments and

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supplements thereto provided that the same apply uniformly to all Tenants of the Landlord in the Area

     9. Parking . If the Landlord provides off street parking for the common use of Tenants, employees and customers of the Area, the Tenant shall park all vehicles of whatever type used by Tenant and/or Tenant’s employees only in such areas thereof as are designated by Landlord for this purpose, and Tenant accepts the responsibility of seeing that Tenant’s employees park only in the areas so designated. Tenant shall, upon the request of the Landlord, provide to the Landlord license numbers of the Tenant’s vehicles and the vehicles of Tenant’s employees. During the duration of this lease, Landlord shall not decrease the 200 parking spaces allocated to the Area.

     10. Control of Common Areas - Exclusive control of the Landlord . All Common Areas shall at all times be subject to the exclusive control and management of Landlord, notwithstanding that Tenant and/or Tenant’s employees and/or customers may have a nonexclusive right to the use thereof. Landlord shall have the right from time to time to establish, modify and enforce rules and regulations with respect to the use of said facilities and Common Areas.

     11. Taxes .

            A. Real Property Taxes and Assessments . The Tenant shall pay to the Landlord on the first day of each month, as additional rent, the Tenant’s Prorata Share of all real estate taxes and special assessments levied and assessed against the Building in which the Leased Premises are located and the Common Areas. If the first and last years of the Lease Term are not calendar years, the obligations of the Tenant hereunder shall be prorated for the number of days during the calendar year that this Lease is in effect. The monthly payments for such taxes and assessments shall be $5,283.00 until the Landlord receives the first tax statement for the referred to properties. Thereafter, the monthly payments shall be based upon 1/12th of the prior year’s taxes and assessments. Once each year the Landlord shall determine the actual Tenant’s Prorata Share of taxes and assessments for the prior year and if the Tenant has paid less than the Tenant’s Prorata Share for the prior year the Tenant shall pay the deficiency to the Landlord with the next payment of Base Monthly Rent, or, if the Tenant has paid in excess of the Tenant’s Prorata Share for the prior year the Landlord shall forthwith refund said excess to the Tenant.

            B. Personal Property Taxes . Tenant shall be responsible for, and shall pay promptly when due, any and all taxes and/or assessments levied and/or assessed against any furniture, fixtures, equipment and items of a similar nature installed and/or located in or about the Leased Premises by Tenant.

            C. Rent Tax . If a special tax, charge or assessment is imposed or levied upon the rents paid or payable hereunder or upon the right of the Landlord to receive rents hereunder (other than to the extent that such rents are included as a part of the Landlord’s income for the purpose of an income tax), the Tenant shall reimburse the Landlord for the amount of such tax within fifteen (15) days after demand therefore is made upon the Tenant by the Landlord.

            D. Other Taxes, Fees and Charges . Tenant shall pay to Landlord, on the first day of each month, as additional rent, Tenant’s Pro Rata Share of any ’Other Charges’ (as hereinafter defined) levied, assessed, charged or imposed against the Area, as a whole. Unless paid directly by Tenant to the authority levying, assessing, charging or imposing same, Tenant shall also pay to Landlord, on the first day of the month following payment of same by Landlord, the entire costs of any such ’Other Charges’ levied, assessed, charged or imposed against the Leased Premises, Tenant’s use of same, or Tenant’s conduct of business thereon. For purposes of this provision, ’Other Charges’ shall mean and refer to any and all taxes, assessments, impositions, user fees, impact fees, utility fees, transportation fees, infrastructure fees, system fees, license fees, and any other charge or assessment imposed by any governmental authority or applicable subdivision on the Area, the Leased Premises or the ownership or use of the Area or Leased Premises, or the business conducted thereon, whether or not formally denominated as a tax, assessment, charge or other nominal description, whether now in effect or hereafter enacted or Imposed (excluding, however, Landlord’s Income taxes).

            E. Should Landlord protest and win a reduction in the real estate taxes for the Building and Areas, Tenant shall be obligated to pay its Prorata Share of the cost of such protest, if the protest is handled by a party other than the Landlord.

      12. Insurance .

           A. Landlord’s Insurance . Landlord shall obtain and maintain such fire and casualty insurance on the core and shell of the Building in which the Leased Premises are located and the Common Areas, as well as such loss of rents, business interruption, liability or any other insurance, as it deems appropriate, with such companies and on such terms and conditions as Landlord deems acceptable. Such insurance shall not be required to cover any of Tenant’s inventory, furniture, furnishings, fixtures, equipment or tenant improvements (whether or not installed on the Leased Premises by or for Tenant and whether or not included within the tenant finish provided by Landlord), and Landlord shall not be obligated to repair any damage thereto or replace any of same, and Tenant shall have no interest in any proceeds of Landlord’s insurance.

           B. Tenant’s Insurance . Tenant shall, at its sole cost and expense, obtain and maintain throughout the term of this Lease, on full replacement cost basis, “all risk” insurance covering all of Tenant’s Inventory, furniture, furnishings, fixtures, equipment and all tenant improvements or tenant finish (whether or not installed by Landlord) and betterments located on or within the Leased Premises. In addition, Tenant shall obtain and maintain, at its sole cost and expense, comprehensive, general public liability insurance providing coverage from and against any comprehensive injury and property damage. Such liability coverage shall be written on an "occurrence" basis, with limits of not less than $1,000,000.00 combined single limit coverage.

      All policies of insurance required to be carried by Tenant hereunder shall be written by an insurance company licensed to do business in the State of Colorado, and shall name Landlord as an additional named insured and/or less payee, as Landlord may direct. Each such policy shall provide that same shall not be changed or modified without at least thirty (30) days’ prior written notice to Landlord and any mortgages of Landlord. Certificates evidencing the extent and effectiveness of all Tenant’s insurance shall be delivered to Landlord. The limits of such insurance shall not, under any circumstances, limit the liability of Tenant under this Lease.

      In the event that Tenant fails to maintain any of the insurance required of it pursuant to this provision, Landlord shall have the right (but not the obligation) at Landlord’s election, to pay Tenant’s premiums or to arrange substitute insurance with an insurance company of Landlord’s choosing, in which event any premiums advanced by Landlord shall constitute additional rent payable under this Lease and shall be payable by Tenant to Landlord immediately upon demand for same. Landlord shall also have the right, but no the obligation, whether or not Tenant maintains coverage to carry any such insurance as Landlord may elect in order to provide coverage in the event Tenant fails to properly maintain such insurance.

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     The right of Landlord here under shall be in addition to, and not in lieu of, of any other rights or remedies available to Landlord under this Lease of provided by law or in equity. Without limiting the foregoing, in the event that coverage of any risk for which Tenant is responsible pursuant to this Section 12 is ultimately provided by coverage maintained by Landlord, whether due to Tenant’s failure to provided or maintain such insurance or otherwise, Tenant shall promptly reimburse Landlord for an amount equal to any deductible incurred, immediately upon demand for same.

          D. Tenant’s Share of Landlord Insurance Tenant shall pay the Landlord as additional rent Tenant’s Prorata Share of the insurance secured by the Landlord pursuant to “12A” above. Payment shall be made on the first day of each month as additional rent. The monthly payments for such insurance shall be $225,00 until changed by Landlord as a result of an Increase or decrease in the cost of such insurance.

          E Mutual Subrogation Waiver Landlord and Tenant hereby grant to each other, on behalf of any insurer providing fire and extended coverage to either of them covering the Leased Premises, Buildings or other improvements thereon or contents thereof, a waiver of any right of subrogation any such insurer of one party may acquire against the other or as against the Landlord or Tenant by virtue of payments of any loss under such insurance . Such a waiver shall be effective so long as the Landlord and Tenant are empowered to grant such waiver under the terms of their respective insurance policy or policies and such waiver shall stand mutually terminated as of the date either Landlord or Tenant gives notice to the other that the power to grant such waiver has been so terminated.

     13. Utilities

          A. Tenant shall be solely responsible for and promptly pay all charges (as part of the amount paid per Paragraph 16 below) for heat, water, gas, electric, sewer service and any other utility service used or consumed on the Leased Premises. In no event shall Landlord be liable for any interruption or failure in the supply of any such utility to the Leased Premises.

          In the event the utility company supplying water and or sewe