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Home My WebLink About20241483.tiffReceived PR 24 2014 Lease Adil III ; lion L129365 P512534 PID: 512534 SECOND AMENDMENT TO OFFICE LEASE AGREEMENT This Second Amendment to Office Lease Agreement ("Second Amendment") is made as of this J"' day of 4f,:( , 2014, between CSA19-RIVERWALK SQUARE, L.L.C. an Oklahoma limited liability company ("Landlord"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association("Tenant"). Recitals: A. Greeley Lincoln Park Properties, LLC, a Colorado limited liability company, Colorado Recovery Properties LTD. III Partnership, a Colorado limited partnership and Robert G. Tointon, an individual, collectively as the "original landlord" and Bank One, Colorado, National Association, a National Banking Association, as the "original tenant" entered into that certain Office Lease Agreement dated December 27, 1999, which was amended by that certain First Amendment to Office Lease Agreement dated as of March, 2009 executed by Greeley Plaza, LLC as successor to the "original landlord" and Tenant as successor to the "original tenant" (collectively the "Lease"). Pursuant to the Lease Tenant is occupying a portion of the Building located at 822 7'5 Street, Greeley. Colorado ("Premises"). The Premises is part of the Building, as that term is defined in the Lease. Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings set forth in the Lease. B. On or about August 9, 2012, the Landlord, as a secured creditor of Greeley Plaza, LLC succeeded to all of the rights of the Landlord under the Lease. C. Landlord and Tenant desire to extend the term of the Lease, reduce square footage of the Premises, and to otherwise amend the Lease as provided herein. D. Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Lease. AMENDMENT: NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Landlord and Tenant agree as follows: I. Premises. On or before the "Extended Term Commencement Date" (as hereinafter defined), Tenant shall vacate and surrender 3,303 rentable square feet of the Premises depicted as the "Give Back Space" on Exhibit "A-1" attached hereto and incorporated herein by this reference ("Vacated Space"). Commencing on December 27, 2014 (tire "Extended Terri Commencement Date") notwithstanding anything contained in the Lease to the contrary, the square footage of the Premises shall be 7,427 rentable square feet located on the first floor of the Building as depicted on Exhibit "A -l" attached hereto and incorporated herein by this reference. Following the date hereof. Exhibit "A-1" attached to this Second Amendment shall replace Exhibit Al - attached to the Lease. On or before the Extended Term Commencement Date the Tenant shall (i) surrender the Vacated Space in the condition required under the provisions of Section 15.06 of the Lease, and (ii) remove all of Tenant's trade fixtures and personal property, with the exception of the safety deposit vault, which may remain and shall become the property of the Landlord. 2. Landlord Work. On or before the Extended Tenn Commencement Date Landlord shall be solely responsible for the construction of the necessary improvements to COP1Mun lCa+ QrLS 06/ to /2-N 2024-1483 66002.6 separate the Vacated Space from the Premises, including the construction of a demising wall to separate the Vacated Space from Premises pursuant to current Building standard., (*Demising Walt") and the installation of utilities required by governmental codes (if any) ("Landlord's Work"). In this regard and notwithstanding the provisions of Section 1 of this Second Amendment. Tenant shall provide Landlord with unfettered and unrestricted access to the Vacated Space for purposes of performing the Landlord's Work on or before October 15. 2014; provided, however. to the extent the Tenant has not provided Landlord with unfettered and unrestricted access to the Vacated Space on or before October 15. 2014. Landlord's obligation to construct the Demising Wall shall be extended on a day for day basis until Tenant provides access to the Vacated Space. Landlord's Work shall not unreasonably interfere with Tenant's daily operations. 3. Contractor for Landlord Work. Landlord shall use a Tenant approved contractor (such approval not to be unreasonably withheld or delayed) for the construction of the Demising Wall and be solely responsible for reasonable costs and expenses incurred in connection with the same. 4. Tenant's Work. In consideration of the agreements of the Landlord contained herein. Tenant shall be solely responsible for all costs associated with the construction of the "Tenant's Work". which Tenant's Work shall be completed by Tenant on or before December 27. 2014. In this regard. the "Tenant's Work" shall consist of the construction of alt improvements within the Premises. including but not limited to a new emergency exit door to the exterior of the Building. relocation of the ATM lobby, installation of a new safety deposit box vault, and general improvements and upgrades to the Premises. The Tenant's Work shall be (i) performed pursuant to plans and specifications prepared by a licensed architect and approved by landlord, such approval to not be unreasonably withheld or delayed. and (ii) performed by a contractor licensed in the State of Colorado that has been approved by Landlord. such approval to not be unreasonably withheld or delayed. Tenant, at Tenant's sole cost and expense, shall obtain and provide Landlord. prior to the commencement of construction of Tenant's Work with copies of all required permits or authorieatiom necessary for the construction of the Tenant's Work. in connection with the construction of the Tenant's Work that has been approved by Landlord. Tenant's Work must be completed in accordance with the terms and conditions of Tenant under Article 6 and Section 15.23 of the Lease. 5. Tenant's Pro Rata Share. Effective on the Extended Term Commencement Date. Section 1.16 of the Lease is hereby amended to provide that the "Tenant's Pro Rata Sham" of Operating Expenses shall be 6.23'. 6. Base Year. Effective as of the Extended Term Commencement Date. Section 1.17 of the (.case is hereby to provided that effective on the Extended Term Commencement Date, the "Base Year" shall be the calendar year 2015. 7. Term. Notwithstanding anything contained in the Lease to the contrary. including but not limited to Section 2.02 and Section 2.03 of Office Lease Agreement dated-1,,,„x.h,l�!� December 27. 1999. Tenant and Landlord acknowledge. confirm and agree that (i) the current Term of the Lease expires on December 26. 2014, and (ii) the Term of the Lease is hereby extended for a period of ten (10) years. commencing on December 27. 2014 and ending on � December 26, 2024 (the "Extended Term"). upon all of the terms and conditions of the Lease. 4.14A with the exception of Rent. which Rent shall be paid in the amounts stated below and otherwise in accordance with the terms of the Lease. For purposes of the Lease. the definition of "Term" (Z provided in the Lease shall be deemed to include the Extended Term and any Renewal Terms described in Section 9 below for which Tenant timely and properly exercises its options. 8. Termination of Renewal Option and Exhibit B to Lease. By the execution hereof, Tenant acknowledges and agrees that (i) the option of Tenant to extend the term of the Lease as set forth in Section 2.03 of Office Lease Agreement dated as of December 27, 1999 is terminated, void and of no further force and effect, and (ii) Exhibit B to the Lease is terminated, void and of no further force and effect. 9. Right of Tenant to Extend Term of Lease. Notwithstanding anything contained in the Lease to the contrary, following the Extended Term Commencement Date, Tenant shall have the right and option (the "Option") to extend the Term of the Lease for three (3) consecutive renewal terns of five (5) years each (the "First Renewal Term", "Second Renewal Term" and "Third Renewal Term"), upon all of the terms and conditions of the Lease except for Rent, which shall be paid in the amounts set forth in Section 10 hereof, and otherwise in accordance with the terms of the Lease. The Option is granted upon the condition that (a) written notice of the exercise of the Option must be given by Tenant to Landlord not less than one hundred eighty (180) days prior to the end of the then current Term of this Lease by nationally recognized overnight carrier, and (b) at the time of the giving of notice of exercise of the Option, and at the expiration of the then current Term of this Lease there are no defaults in the terms, covenants and conditions on the part of Tenant to be kept and performed under this Lease. 10. Rent. Notwithstanding anything contained in the Lease to the contrary, throughout the Extended Term, and any Renewal Term for which Tenant timely and properly exercises its Option, Rent shall be payable by Tenant to Landlord under the provisions of Section 3.01 of the Lease, as follows: Term Annual Rent Monthly Rent 12/27/2014 - 04/26/2015 (Extended Term — Mos. 1-4) $0.00 $0.00 04/27/2015 -12/26/2019 (Extended Term — Mos. 5-60) $103,978.00 $8,664.83 12/27/2019 - 12/26/2024 (Extended Term — Mos. 61-120) $115,118.50 $9,593.21 12/27/2024 - 12/26/2029 (First Renewal Term) $126,63035 $10,552.53 12/27/2029 - 12/26/2034 (Second Renewal Term) $139,293.39 $11,607.78 12/27/2034 - 12/26/2039 (Third Renewal Term) $153,222.72 $12,768.56 11. Tenant Parking. Pursuant to the provisions of Section 15.17 of the Lease, Landlord and Tenant acknowledge and agree that Exhibit "B" attached hereto shall reflect the location of the (1) seven (7) parking spaces reserved for exclusive use of Tenant's customers, and (ii) four (4) parking spaces reserved for the exclusive use of the Tenant's employees. Landlord and Tenant acknowledge and agree that any other depictions of parking used by Landlord and Tenant prior to the date hereof are void and of no further force and effect. 12. Building Services. Section 5.01 of the Lease is amended by the addition of the following thereto: "Notwithstanding anything contained in the Lease to the contrary, Tenant shall have access to the Premises 24 hours a day and seven days a week. Landlord acknowledges that as of the date hereof, and subject to modification by Landlord from time to time (i) the Building HVAC currently operates 7:00 am — 6:00 pm, Monday — Friday and 8:00 am — 2:30 pm, Saturday, and (ii) after hours HVAC are available to the Premises with not 3 less than twenty four (24) hour advance notice to Landlord's property manager at a rate equal to Landlord's actual cost of providing such after hours HVAC." 13. ACH Payment. Notwithstanding anything contained in the Lease to the contrary, Tenant may have the option, at its sole election, to remit payment to Landlord for all sums due under the Lease by way of automated clearing house ("ACH") transfer so long as such payments am made on or before the times and dates required under the Lease. Upon the request of Tenant, Landlord shall complete and return to Tenant all reasonable forms of documentation necessary to facilitate such transfers. 14. Notice of Suspension of Power. Except in case of emergency, where Landlord shall provide Tenant as much prior notice as practicable, if Landlord is required or elects to suspend the service of electricity or other power to the common areas of the Building or to the Premises, Landlord shall provide Tenant with notice of any such scheduled suspension, but in no event less than thirty (30) days prior notice of any such suspension. Landlord shall use reasonable efforts to rectify the cause of arty interruption, curtailment or suspension, including the use of overtime labor. 15. Safety and Security Procedures. Upon request of Tenant with reasonable notice, Landlord shall cause its employees, and any other individuals acting on Landlord's behalf in providing services in the Premises, to comply, at Tenant's sole cost and expense, with all Tenant's reasonable safety and security procedures, rules and regulations then applicable to individuals regularly entering Tenant's locations in the United States, including but not limited to fingerprinting, photographing and providing social security numbers. Notwithstanding the foregoing, Landlord shall have access to the Premises in the event of an emergency without Tenant escort, so long as Landlord has made reasonable attempts to contact the Tenant; provided, however that Tenant expressly agrees that the Tenant shall be solely responsible for any damages incurred to the Premises in the event of an emergency which are directly related to any delay in response caused by Landlord's attempts to contact the Tenant in advance of entering the Premises. If Landlord is unable to comply with Tenant's safety and security procedures, the parties agree to negotiate in good faith a lease modification which addresses Landlord's vendor's access to Tenant's space, including modification to provisions where Landlord provides services la the Premises. 16. Notices. In accordance with the provisions of Section 15.08 of the Lease, from and after the date hereof, any and all notices required to be sent under the Lease shall be sent to the following notice addresses: If to Landlord: CSA19-Riverwalk Square, L.L.C. 3030 East Camelback Road Phoenix, Arizona 85016 Attn: Mr. Chris Burson, Vice President Fax: 602-801-5011 With a copy to: CSA19-Riverwalk Square, L.L.C. 501 NW Grand Blvd. Oklahoma City, Oklahoma 73118 Attn: Timothy Sterling, Assistant General Counsel Fax:405-767-7311 4 With a copy to: If to Tenant: Property Manager Cassidy Turley 600 West Grant Street Suite 204 Denver, Colorado 80203 Attn: Sandra Clark Fax: JPMorgan Chase Bank, National Association I I I 1 Polaris Parkway Mail Code O111-0241 Columbus, Ohio 43240-2050 Attn: Lease Administration Manager Fax: 614-244-9132 With a copy to: JPMorgan Chase Bank, National Association 24085 El Toro Rd, Floor 2 Mail Code: CA2-5116 Laguna Hills, CA 92653 Attn: Real Estate Transaction Regional Manager With a copy to: JPMorgan Chase Bank, National Association Legal and Compliance Department 1111 Polaris Parkway, Suite 4P Mail Code OH 1-0152 Columbus, Ohio 43240-2050 Attn: Real Estate Counsel 17. Ratification of Lease. Tenant hereby ratifies the Lease as amended by this Second Amendment, agrees to be bound by and perform all terms of the Lease not amended hereby and agrees that all other terms and conditions of the Lease are hereby confirmed or approved by the parties and remain in full force and effect. Hereinafter, the term "Lease" will refer to the Lease as amended by this Second Amendment. 18. Brokers. Jones Lang LaSalle Brokerage, Inc. represents Tenant in connection with this Second Amendment and shall be paid a commission equal to THIRTY-SEVEN THOUSAND ONE HUNDRED THIRTY-FIVE AND NO/I00 DOLLARS ($37,135.00) by Landlord pursuant to a separate agreement. Otherwise, Landlord and Tenant each represent to the other that it has not dealt with any other real estate broker in connection with this Second Amendment. Landlord and Tenant each hereby indemnifies and holds the other harmless from and against any and all claims for brokerage commissions or fees and any losses, suits, damages, claims, penalties and monies, including attorneys' fees and expenses, which the other party may incur due to a breach of the foregoing representation and warranty. 19. Counterparts. This Second Amendment may be executed in multiple counterparts. and by use of counterpart signature pages, but all such counterparts shall constitute but one and the same agreement. Signature pages bearing facsimile signatures shall be effective for purposes of binding the parties to this Second Amendment 20. Entire Agreement. The Lease, as modified by this Second Amendment contains the entire agreement between the parties. The Lease may be amended only by a written 5 instrument signed by and delivered to all of the parties. In the event that there are conflicts between the terms of the Lease and the terms of this Second Amendment, the terms of this Second Amendment shall control. Except as herein specifically amended, the Lease shall continue in full force and effect. 21. Authority. Each of the parties hereto represents and warrants to the other that the person executing this Second Amendment on behalf of such party has the full right, power and authority to enter into and execute this Second Amendment on such party's behalf. Landlord represents and warrants to Tenant that there are no other parties whose consent is required to this Second Amendment, and Landlord shall indemnify, defend and hold Tenant harmless from any damages or liability, including reasonable attorneys' fees and court costs, incurred by Tenant as a result of Landlord's failure to obtain any such required consents. 22. OFAC Compliance. Landlord and Tenant each represents and warrants to the other that neither it nor any of its affiliates or representatives (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the "Order"); (ii) is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any enabling legislation or other executive orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (iii) is engaged in activities prohibited in the Orders; or (iv) has been convicted, pleaded nolo contendere, indicted, arraigned or detained on charges involving money laundering or predicate crimes to money laundering. 23. Code of Conduct. Landlord and Tenant each respectively agree that (i) it does not support bribery and corruption, and (ii) it will comply with laws regarding bribery and corruption as such laws may apply to the conduct of its business. [SIGNATURES ON THE FOLLOWING PAGE] 6 IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first above written. LANDLORD: CSA19-RIVERWALK SQUARE, L.L.C, an Oklahoma limited liability company By: i Print Name: Opts Its: l ce.O�ts. TENANT: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a natinking association By: Print Name: Its: Tere . Coone Sen' 11 ice President STATE OF AriZ0Y1q ) COUNTY OF Mas-1 c p )SS. The foregoing instrument was acknowledged before me this_ day of Apr,' , 2014, by Chris +Burson , the duly authorized Vice President ofCSAl9-RIVERWALK SQUARE, L.L.C, an Oklahoma limited liability company, on behalf of said Oklahoma limited liability company. JULIA MILLER win Pubic- rikbxia MARICOPAC0SSungY� Mr Commission MB STATE OF COUNTY OF SS. ry Public The eregoing instrument was acknowledged before me this 31 day of 2014, by /[ f2At tvt.e._ V (:,Ws,‘ , the duly authorized 5",j p of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, on behalf of said national banking association. NINA HARALANTOt1S NOTARY t'USuIC-S,ATE OF NEW 9O1W No. OI HAs 247678 cuo:itiu(1 Ill Queons County My Commisslan Emirs A -lust 29. 20b 7 14"-- NotaryPublic EXHIBIT A -I Irooloy Do CHASE <-' EXHIBIT B DEPICTION OF TENANT CUSTOMER AND TENANT EMPLOYEE PARKING Lot H 9 • N.rp• CYili W -c 0 �Dcm) '5 Martin Silverman/NY/ONE To Brian E Noble/JPMCHASE 04/22/2009 11:08 AM cc bcc Subject FW: Scan Data from [DELL42CB851 This document contains a file attachment with a file size of 841.8 KB. Y Please add this acknowledgment of the receipt of the LL Anne Eckhart tells that's the receipt of the LL is good enough Thank you Martini. Silverman JP Morgan Chase 270 Park Avenue. 34th floor New York. NY 10017 212.270.1351 212.270.1949 (fax) From: Michael A Ganzle Sent: Wednesday, April 22, 2009 7:51 AM To: Martin Silverman Cc: Tiffany D Kaplan Subject: Fw: Scan Data from [DELL42CB85] FYI re receipt of Greeley amendment Thank you. Mike (ianzle, VP Market Director of Real Estate p 303.244.3046 f 303.292.0560 c 303,908.8552 ----- Forwarded by Michael A Ganzle/JPMC HASE on 04,222009 05:50 AM ----- "Cartyn Sieck" <csieck@ba.org> 04/21,2009 01:19 PM Michael T©<michael.a.l anzle@jpmchase.com- cc<drew@thomasandtyler.com SubjectFW: Scan Data from [DELL42C't38TI Attached is a copy of the Fully Executed First Amendment to Lease. This is to acknowledge that we did received the originals here in our office in Colorado Springs and have the originals on file. We appreciate all of your assistance in obtaining the lease extension and look forward to having Chase in the building for several more years Carlyn Carlyn Sleek Property Manager Bethesda Real Estate Company 719-481-5485x. S csiecklaba.oro From: Sent: Tuesday, April 21, 2009 11:34 AM To: Carlyn Sieck Subject: Scan Data from [DELL42CB85] (See attached file.. inig-09042117.1238-0001. pdn X21 »aria -00t1 p0 .H • SE Memorandum RECEIV AF ''``'9 i_EASE AD,,,STRATlON To: Terri Hinton From: Mike Ganzle Date: 4/15/2009 Re: First Amendment to Lease — 822 7° St., Greeley, CO, PID #512534 ./.R 5-5y Enclosed please find 2 fully executed original second amendments to the lease for the above referenced premises for GREDL and the document repository. The amendment exercises the option, decreases the size of the space and rent and outlines the rent for the next five years. As always, thank you for your help. Please let me know if you have any questions or comments. RECEIVED AR zp0gFiRST AMENDMENT TO OFFICE LEASE AGREEMENT BY AND BETWEEN GREELEY PLAZA, LLC LEAsEAumINI3ffikritIAJPMORGAN CHASE BANK, NATIONAL ASSOCIATION /L 9565 /4/ This First Amendment of Office Lease Agreement ("First Amendment") is entered into on the day of March, 2009, by and between GREELEY PLAZA, LLC, a Colorado limited liability company, successor -in -interest to Greeley Lincoln Park Properties, LLC, Colorado Recovery Properties Ltd. III Partnership and Robert G. Tointon, (hereinafter referred to as "Landlord") whose address is 15475 Gleneagle Drive, Colorado Springs, Colorado 80921 and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association. successor -in -interest to Bank One, Colorado, National Association (hereinafter referred to as "Tenant") whose address is 1 1 l 1 Polaris Parkway, Columbus, Ohio 43240. Recitals: A. Landlord and Tenant entered into an Office Lease Agreement on the 27th day of December, 1999 (hereinafter referred to as "Lease") relating to certain premises in the Building located at 822 7th Street, Greeley, Colorado, as more particularly described therein. B. Subject to and in accordance with the terms of the Lease, Tenant is currently leasing approximately 21,805 rentable square feet on the first (151) floor and approximately 187 rentable square feet on the second (2"d) floor of the Building for a total of 21,992 rentable square feet (hereinafter referred to as "Leased Premises"). C. Tenant and Landlord desire to (i) reduce the total number of square feet leased by the Tenant, (ii) extend the Term of the Lease, and to otherwise amend the Lease as provided herein. D. Except as otherwise provided herein, words defined in the Lease shall have the same meanings in this First Amendment. Agreement: NOW, THEREFORE, in consideration of the covenants, terms, conditions, agreements and payments as hereinafter set forth, the parties hereto covenant and agree to the following provisions which are in addition to, substitution of, and/or modifications of the terms and conditions of the Lease, and any exhibits thereto. In the event of any conflict between the Lease and the terms and conditions of the following provisions, the latter shall control. 1. Effective as of December 27, 2009, the Lease shall he amended as follows: (a) Tenant's total rentable square footage shall reduced from 21,992 to 10,730 as shown on Exhibit A attached hereto and incorporated herein by reference which exhibit shall replace Exhibits A -I and A-2 attached to the Lease. (b) Tenant's Pro Rata Share of Operating Expenses, pursuant to paragraph 1.16 of the Lease, shall be reduced to nine percent (9.00%) (10,730/119,159 rsf). (c) Base Rent for the Leased Premises shall be payable as follows: Period Tenant's Sq. Footage 12;27/09 - 12/26/14 10,730 Annual Base Rent Per Sq. Ft. Monthly Base Rent 11.97/rsf $10,703.1.8 In addition to Base Rent, Tenant shall continue to pay its Pro Rata Share of Operating Expenses and all other charges as set forth in the Lease. (d) Paragraph 15.17 of the Lease shall be deleted in its entirety and the following substituted in lieu thereof Parking: Landlord will make available to tenant seven (7) parking spaces for the exclusive use of Tenant's customers and four (4) parking spaces for the exclusive use of Tenant's employees, such parking spaces to be located in the area(s) designated on Exhibit B attached hereto and incorporated herein by this reference. Tenant's customer parking spaces shall continued to be marked as "reserved" or for the "exclusive we" of Chase Bank's customers, and Tenant's employees parking shall be marked as "reserved" or for the "exclusive use" of Chase employees. Landlord agrees to use reasonable efforts to monitor and enforce the use of such parking spaces by Chase customers and employees only. 3. Landlord and Tenant confirm that the Term of the Lease expires on December 26, 2009. Landlord and Tenant agree that pursuant to Exhibit B of the Lease, Tenant has exercised its first (10) of four (4) options to renew the Term for a successive five (5) year period commencing December 27, 2009 and ending on December 26, 2014 ("First Renewal Term"). All references to "Term" in the Lease and this First Amendment shall be deemed to reference the Term, as extended hereby, and all references to Expiration Date in the Lease and this First Amendment shall be deemed to reference December 26, 2014. 4. Paragraph 1.13 of the Lease is hereby amended to revise the notice addresses for the Landlord and Tenant as follows: Addresses: Landlord's Address: Greeley Plaza, LLC c/a Bethesda Real Estate Company Attn: Carlyn Sleek 15475 Gleneagle Drive Colorado Springs, CO 80921 2 Tenant's Address: JPMorgan Chase Lease Administration 111 1 Polaris Parkway, Suite 1.1 Mail Code O111-0241 Columbus, Ohio 43240 Attn: Lease Administration Manager With a copy to: JPMorgan Chase Real Estate 131 South Dearborn Street, 5th Floor Mail Code 11_1-0930 Chicago, IL 60603 Attn: Retail Portfolio Manager With a copy to: JPMorgan Chase Law Department 1 1 1 1 Polaris Parkway, Suite 4P Mail Code O111-0152 Columbus, Ohio 43240 Attn: Real Estate Counsel 5. Paragraph 5.01 of the Lease is hereby deleted in its entirety and the following substituted in lieu thereof: Building Services: Landlord agrees to furnish to the Premises (i) heat and air conditioning, which is necessary to provide a reasonably comfortable environment for the use and occupancy of the Premises by Tenant as contemplated hereunder, (ii) adequate electric current to be supplied for lighting the Premises and public halls, and for the operation of office equipment customary for the Permitted Use, (iii) daily janitorial and cleaning services to the Premises and the Improvements; (iv) domestic hot and cold water. in reasonable quantity, (v) adequate lighting and replacement light bulbs in the Premises and the Improvements, (vi) all landscaping and exterior maintenance, (vii) all structural and capital repairs, upgrades and replacements necessary to ensure Premises are in compliance with all applicable laws, rules and regulations, (viii) all other services required of Landlord pursuant to the Lease. Landlord will also, at all times, maintain and keep lighted the common stairs, entries, and toilet rooms in the Building that would reasonably be subject to use by Tenant, its agents and employees. 6. The cost to demise the Leased Premises to reduce the first (151) floor space to its new rentable square footage will be the expense of the Landlord and will consist of adding demising walls where necessary pursuant to Building standards. Any additional improvements to the Leased Premises will be at Tenant's expense. 7. The Lease, as amended hereby, remains in full force and effect and landlord and `Tenant each confirm that no default exists thereunder. 8. Each entity executing this First Amendment hereby represents and warrants that it has the capacity set forth on the signature pages hereof and that each has the full power and authority to bind the party on whose behalf it is executing this First Amendment to the terms thereof IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment the day and year first above written. LANDLORD; GREELEY PLAZA, LLC, a Colorado limited liability company By: BETHESDA REAL ESTATE COMPANY, a Colorado corporation By: Dana L. Rasic, President TENANT: JPMORGAN CHASE B NK, NATIONAL ASSOCIATION, a national banking ation By: Nt Its: Ile Ikd1 agar nAldwK 4 ease uiiding Floor 1 W 23 -Jan -09 Budding Area Measurement LLC 1111111111111111111111111111111111111111 512534 IIII1IIII1Il Il IIl 1111@Il lllfl111lll ll 1111 01 LEGAL 1111111 11111 LIII 11111111 1111 1111 111111 1111111 III 11 LEASE uiiiiiiniuiuiiumuiuiiiiuiidiiuiii111iNiuinuiuiiiiiiimmiiiii BANK AS TENANT 1111111 LL111LIILILILI1 fILl 111111111 liii 129365 111111111 111111111 111111 LIII LII 1111 LEASE IIllIlhlllll lilhllllli 11111 1111 LIII 12127/1999 822 7TH STREET, GREELEY, COLORADO OFFICE LEASE AGREEMENT Between copy GREELEY LINCOLN PARK PROPERTIES, LLC, a Colorado limited liability company, COLORADO RECOVERY PROPERTIES LTD. III PARTNERSHIP, a Colorado limited partnership and ROBERT G. TOINTON, an individual (collectively, the "Landlord") and BANK ONE, COLORADO, NATIONAL ASSOCIATION, a National Banking Association ("Tenant") December 27, 1999 OFFICE LEASE AGREEMENT This Office Lease Agreement ("Lease") is entered into by and between the Landlord and the Tenant named below. ARTICLE I DEFINITIONS This Article contains definitions of certain terms used in this Lease, set forth as follows: 1.01 Date of Lease. December 27, 1999 1.02 Landlord. GREELEY LINCOLN PARK PROPERTIES, LLC, A COLORADO LIMITED LIABILITY COMPANY, COLORADO RECOVERY PROPERTIES LTD. III PARTNERSHIP, A COLORADO LIMITED PARTNERSHIP, AND ROBERT G. TOINTON, AN INDIVIDUAL. 1.03 Tenant. BANK ONE, COLORADO, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION 1.04 Building. The building known as 822 7th Street, Greeley, Colorado, containing approximately 119,159 net rentable square feet and located on the land ("Land") more particularly described on Exhibit A attached hereto and incorporated herein by this reference. 1.05 Improvements. The Building and other improvements located on the Land, together with all fixtures and equipment currently located therein which are currently owned by Landlord and all mechanical, electrical and plumbing systems therein. 1.06 Premises. 21,805 net rentable square feet on the first floor of the Building and 187 net rentable square feet on the second floor of the Building, as shown on Exhibit A-1 attached hereto and incorporated herein by this reference. 1.07 Term. Ten (10) years, commencing on the Commencement Date (as defined in Section 1.08), subject to (i) any extensions pursuant to Section 2.03 hereof, and (ii) the early termination provisions as provided in Section 15.27 hereof. 1.08 Commencement Date. The Commencement Date shall be December 27, 1999. 1.09 Expiration Date. Ten (10) years, subject to (i) any extensions pursuant to Section 2.03 hereof, and (ii) the early termination provisions as provided in Section 15.27 hereof. 1.10 Rent. (a) For years (1) through (5), base Rent is $12.00 per year for each square foot of. net rentable square feet in the Premises, payable in aggregate monthly installments of $21,992; provided, however, such amount is subject to adjustment pursuant to the terms of Section 3.01. 1 (b) For years (6) through (10), base Rent is $13.50 per year for each square foot of net rentable square feet in the Premises, payable in aggregate monthly installments of $24,741; provided, however, such amount is subject to adjustment pursuant to the terms of Section 3.01. 1.11 Permitted Use. Except as otherwise provided in Section 4.01, Tenant may use the Premises for the conduct of all business and activities which it or any affiliate is authorized by law to engage in and conduct as a financial institution, both directly and through subsidiaries, so long as Tenant's use does not violate an exclusivity provision in a lease of any other tenant in the Building. 1.12 Broker. Trammell Crow Company 1.13 Addresses. Landlord's Address: c/o Thomas & Tyler, L.L.C. 507 Canyon Boulevard Boulder, Colorado 80302 Attention: T. Drew Notestine With a Copy To: Pendleton, Friedberg, Wilson & Hennessey, P.C. Seventeenth & Grant Building, Suite 1000 303 East 17th Avenue Denver, Colorado 80203 Attention: William S. Martin Tenant's Address: Bank One, Colorado, National Association 201 N. Central Avenue Phoenix, Arizona 85004 Attn: Daniel L. Wilbur With a Copy To: Bank One Corporation — Legal Corporation 100 East Broad Street, 18`s Floor Columbus, Ohio 43271-0158 Attn: Thomas M. Hennessey, Esq. 1.14 Late Charges. An amount equal to five percent (5%) of any installment of Rent and other charges past due for more than ten (10) days. 1.15 Tenant's Minimum Insurance Requirements. (a) Tenant's Property: Full replacement value; (b) Liability: $1,000,000.00 combined single limit; (c) Worker's Compensation: Statutory amount; and (d) Employer's Liability: $1,000,000.00. 2 1.16 Tenant's Pro Rata Share. Tenant's Pro Rata Share of Operating Expenses shall he 18.46%. This number is determined by the net rentable square feet of the Premises being 21,992 square feet divided by the net rentable square feet in the Building being 1 19,159 square feet. 1.17 Base Operating Expense. The Base Operating Expense for the Building shall be the actual Operating Expenses for the calendar year 2000 (the "Base Year"). Each.of the foregoing provisions and defined terms shall be construed in conjunction with the references thereto contained in the other provisions of this Lease and shall be limited by such other provisions. Each reference in this Lease to any of the foregoing provisions and defined terms shall be construed to incorporate each term set forth above. ARTICLE 2 GRANT OF PREMISES: TERM 2.01 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, for the rent and subject to the provisions of this Lease, the Premises. 2.02 Term. Subject to the other provisions hereof, this Lease shall be for the Term beginning on the Commencement Date and ending on the Expiration Date. 2.03 Renewal Option. Tenant shall have the option to renew this Lease subject to the tennis of Exhibit B attached hereto and incorporated herein by this reference. ARTICLE 3 RENT 3.01 Rent. Tenant, in consideration for this Lease, agrees to pay to Landlord the monthly Rent set forth in Section 1.10, payable at Landlord's address in legal tender of the United States of America, without notice, demand, counterclaim and, except as provided elsewhere in this Lease, set-off or abatement, in advance on the first day of each calendar month throughout the Term. Beginning in calendar year 2001, the Rent payable by Tenant in earls calendar year shall be increased by an amount equal to Tenant's Pro Rata Share (as defined in Section 1.16 above) of the Actual Operating Expense Increase (as defined in Section 3.04 below) for that year. Each month, beginning in January 2001, Tenant shall pay an amount equal to I/12th of the Estimated Operating Expense Increase as represented on Landlord's statement provided to Tenant and as adjusted following the calendar year end pursuant to Section 3.04 below. 3.02 Late Charges. It is understood that the Rent is payable on or before the first day of earls month, without offset or deduction of any nature, except as otherwise provided elsewhere in this Lease. In the event such rentals are not received within ten (10) days of the date when due, Tenant shall pay the applicable Late Charges set forth in Section 1.14, whirls Landlord and Tenant agree are a fair and reasonable estimate of the costs which may be incurred by Landlord by reasons of such late payment. 3.03 Contest of Real Property Taxes. Notwithstanding anything contained herein to the contrary, in the event at any time during the Term (or any applicable renewal term) the real property tax valuation of the Premises assessed by any taxing authority shall increase in any one year by an amount in excess of fifteen percent (15%) of the real property tax valuation of the Premises for the 3 prior year, Tenant may request that Landlord contest such increase. In such event, Landlord shall contest such increase and use its best efforts to obtain a reduction thereof. 'In the event Landlord refuses or fails to initiate such requested action to contest such increased valuation within thirty (30) days following the request therefor by Tenant, Tenant shall have the right, at Landlord's sole cost and expense, to initiate such contest and conduct such reasonable actions in connection therewith until such time as resolution thereof is obtained by Tenant. In the event Tenant shall conduct any such action, Landlord shall pay to Tenant, within thirty (30) days following written notice to Landlord by Tenant of Tenant's reasonable costs and expenses incurred in connection therewith (which notice shall include copies of all applicable invoices statements and other reasonable evidence of such expenses and costs) all such costs and expenses. 3.04 Operatinj Expenses. "Operating Expenses" shall mean and include all reasonable and actual expenses directly incurred in the management, operation, maintenance, repair and security of the Improvements (as further defined below), except that, notwithstanding any other provision of this Lease, "Operating Expenses" shall not include any of the following: (a) any expense of Landlord incurred in connection with any remediation or abatement of asbestos containing materials ("ACMs") or Hazardous Substances; (b) leasing commissions, attorneys' fees, costs and disbursements and other expenses incurred in connection with leasing, renovating or improving space for tenants or prospective tenants of the Building; (c) costs incurred by Landlord in the discharge of its obligations for tenant improvements, if any; (d) costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for tenants or vacant space or any cash or other consideration paid by Landlord on account of, with respect to, or in lieu of the tenant work or alterations described herein; (e) any cost or expense to the extent that Landlord is entitled to payment or reimbursement from any tenant (including Tenant), insurer or other person (other than through payment of its proportionate share of Operating Expenses) or for which any tenant (including Tenant) pays third persons; (I) (g) any depreciation and amortization on the Improvements or the Land; costs incurred due to violation by Landlord of any applicable laws, ordinances or other legal requirements pertaining to the Improvements, or of the terms and conditions of this Lease or any other lease relating to the Improvements, including this Lease or for enforcement of any lease; (h) interest on debt or amortization payments on any mortgages or deeds of trust or any other debt for borrowed money or rent (except to the extent paid for taxes or insurance) on any ground or underlying lease or other similar financing device; 4 (p) (q) (i) all items and services for which Tenant reimburses Landlord outside of Operating Expenses or pays third persons or which Landlord provides selectively to one or more tenants or occupants of the Building (other than Tenant) without reimbursement; (j) advertising and promotional expenditures; (k) repairs and other work to the Improvements occasioned by fire, windstorm or other casualty for which Landlord or Landlord's mortgagee are entitled to be paid through insurance or condemnation proceeds to the extent of such insurance or condemnation proceeds; (I) repairs resulting from any defect in the original design or construction of the Improvements or the Building equipment; or repairs necessitated by the negligence of Landlord, its agents or contractors or required to cure violations of laws, easements, or covenants applicable to the Improvements or Land in effect on the lease execution date and any penalties or interest incurred or accumulated for any such violation; (in) the cost of installing, operating and maintaining any specialty service, including, but not limited to, an observatory, broadcasting facilities, luncheon club, athletic or recreational club; (n) the cost of any work or service performed for any tenant of the Building (other than Tenant) to a materially greater extent or in a materially more favorable manner than that furnished generally to the tenants and other occupants (including 'tenant); (o) the cost of (including increased real estate taxes and other Operating Expenses related to) any additions, repairs, alterations, changes, replacements and other items which under generally accepted accounting principles should be capitalized or are not properly classified as an expense or which are made in order to prepare for a new tenant's occupancy (except improvements for the reduction of expenses or the improvement of the operating efficiency of any building system but only to the extent of actual Operating Expense savings in the applicable year); any costs otherwise includable in Operating Expenses representing an amount paid to any person or entity related to Landlord which is in excess of the amount which would have been paid in the absence of such relationship; other than as provided in (p) above, lease payments for rented equipment, the cost of which equipment would not constitute an expense under generally accepted accounting principles consistently applied if the equipment were purchased; (r) any expenses for repairs or maintenance which were covered by warranties and service contracts in existence on or after the Commencement Date; (s) any expenses incurred by Landlord related to the payment of real property taxes on the Improvements and the Land, including without limitation penalties, courier service or other costs associated with contesting any such taxes; 5 (t) costs of Landlord's general overhead and general administrative expenses, which would not be chargeable to Operating Expenses of the Improvements in accordance with generally accepted cash basis accounting principles, consistently applied; (u) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or compensation paid (i) to officers or executives of the Landlord above the grade of building manager or (ii) to employees below the grade of building manager to the extent their time or services are employed outside the building; (v) any expenses in connection with the on -site parking facilities, except to the extent, if any, that such expenses exceed all income in connection with such on -site parking facilities; (w) any expenses relating to any off -site parking garage; (x) any expenses relating to repairs or replacements of the foundation, exterior or interior structural walls, or roof of the Building or of latent defects; (y) • any costs and expenses which Landlord is obligated to pay related to compliance with all applicable laws relating to the ownership of the Improvements (other than as solely attributable to use by Tenant of the Premises), including without limitation the Americans with Disabilities Act; (z) contributions to reserves for expenses to be incurred after the applicable year, including reserves for future (i) Operating Expenses or (ii) capital improvements to the Building (whether or not otherwise allocable under this Lease); (aa) cost of any disputes between Landlord, any employee or agent of Landlord, and any mortgagees or ground lessors or Landlord; (bb) cost of selling, syndicating, financing, mortgaging or hypothecating any or Landlord's interest in the Land or Building; (cc) expenses resulting from increased insurance premiums after the Base Year attributable to insuring alterations, improvements, rehabilitation, repairs or construction performed for the benefit of tenants of the Building (other than Tenant); (dd) costs or expenses incurred by Landlord associated with retrofitting of the Building's HVAC system to bring such system in compliance with the Federal Clean Air or other laws, including any increased cost of repairs, servicing and/or maintenance associated with such new system; (ee) contributions to political or charitable organizations; and (ff) costs of acquiring, installing, moving, insuring or restoring objects of art. Landlord shall, at its sole costs and expense (except as reimbursed by the tenants occupying the improvements), pay all expenses relating to the ownership, use, maintenance and development of the Improvements, including without limitation the Operating Expenses and the items expressly 6 excluded from the Operating Expenses outlined in (a) through (fl) above, in a timely manner. Subject to the exclusions set forth above, "Operating Expenses" shall include, but not be limited to, the actual and reasonable cost of all utilities, building supplies, janitorial service, maintenance and repairs, fire and extended coverage, public liability and other insurance, all labor and employee benefit costs (including wages, salaries and fees of all personnel directly engaged in the management, operation, maintenance, repair and security of the Improvements), real property taxes and assessments, reasonable management fees (not to exceed 5% of the gross income of the Building), consulting fees, legal fees and accounting fees paid to independent third parties and which are directly related to the Improvements, together with payments or credits Landlord may make to any tenant or tenants of the Improvements in lieu of Landlord providing any of the services or paying for any of such costs, but only to the extent such credits or payments arc equal to or Icss than the actual costs of such Operating Expenses had they in fact been provided by Landlord. Operating Expenses shall be determined on an accrual basis. Operating Expenses shall be determined on an accrual basis. The Base Operating Expense for the Improvements is set forth in Section 1.17. The "Estimated Operating Expense Increase" shall equal the positive difference between the Landlord's estimate of Operating Expenses for the applicable calendar year less the Base Operating Expense; subject, however, to the limitation specified in Section 3.06. Subject to the reconciliation and audit provisions outlined below, Landlord's statement of the Estimated Operating Expense Increase shall control for the year specified in such statement and Landlord shall provide a new statement of the Estimated Operating Expense Increase for each succeeding calendar year during the Tcrm (and any applicable renewal term). The "Actual Operating Expense Increase" shall equal the positive difference between the actual Operating Expenses for the applicable calendar year less the Base Operating Expense, subject to the limitation specified in Section 3.06. If the Actual Operating Expense Increase is greater than the Estimated Operating Expense Increase, Tenant shall pay to Landlord the difference within thirty (30) days follow receipt of Landlord's report of the actual Operating Expenses for the previous calendar year. If the Actual Operating Expense Increase is less than the Estimated Operating Expense Increase, Landlord shall reimburse to Tenant the difference within thirty (30) days follow completion of Landlord's report of the actual Operating Expenses for the previous calendar year. Tenant may be billed or receive a reimbursement for Tenant's Pro Rata Share of the Actual Operating Expense Increase after the expiration or termination of this Lease or termination of Tenant's right to possession of the Premises, and Tenant's and Landlord's obligation to pay such sums shall survive the expiration or termination of this Lease or termination of Tenant's right to possession of the Premises. Tenant shall have the right to audit the Landlord's books and records relating to Operating Expenses for a period of two years following the Operating Expenses assessment for the previous year,'and if such Operating Expenses were overstated by more than 2%, Tenant shall be entitled to a refund for the overpayment and reimbursement of its reasonable costs and expenses in conducting the audit. 3.05 Adjustment to Operating Expenses. Notwithstanding any provision contained herein to the contrary, if fewer than ninety percent (90%) of the total square feet of net rentable arca of the Building is not fully occupied by tenant(s) during the Base Year or if Landlord is not supplying services to ninety percent (90%) of the total square feet of net rentable area of the Building at any time during such Base Year, the Base Operating Expense shall be adjusted and determined to be an amount equal to the expense that would normally be expected to be incurred had such occupancy been ninety percent (90%) of the total square feet of net rentable area of the Building during such Base Year. 3.06 Limitation on Rental Adjustment. Landlord agrees that for the purposes of calculating the amount of the monthly installment of Tenant's Pro Rata Share of the Estimated 7 Operating Expense Increase and for purposes of calculating the amount of the Actual Operating Expense Increase, the amounts attributed to any Operating Expenses may not, with respect to calculations determining the payment amounts attributable to a calendar year, exceed by live percent (5%) the amount of such Operating Expenses as used in Landlord's calculation attributable to the preceding calendar year. It is expressly intended that the limitation on Operating Expenses contained in this Section shall control over any other provision in this Article or elsewhere in this Lease which may state or imply a greater obligation on the part of Tenant. ARTICLE 4 USE OF PREMISES 4.01 Use. Tenant may use the Premises for the conduct of all business and activities which it or any affiliate is authorized by law to engage in and conduct as a financial institution, both directly and through subsidiaries, so long as Tenant's use does not violate an exclusivity provision in a lease of any other tenant in the Building. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein that will in any way increase the existing rate of or affect any fire or other insurance upon the Premises or any of its contents, or cause cancellation of any insurance policy covering the Premises or any part thereof or any of its contents. Tenant shall not commit or suffer to be committed any waste in or upon the Premises. Tenant shall comply with any law, statute, ordinance, rule or regulation of any governmental or quasi -governmental authority affecting the Premises now in force or that may hereafter be enacted or promulgated. 4.02 Hazardous Substances. (a) Tenant shall not cause or knowingly permit any Hazardous Substances to be used, stored, generated, or disposed of on or in the Premises by Tenant, Tenant's agents, employees or contractors in violation of any ordinances, rules, regulations or other legal requirements (collectively, "Laws") or have been without first obtaining Landlord's written consent. If Hazardous Substances are used, stored, generated or disposed of by Tenant or Tenant's agents, employees or contractors on or in the Premises except as permitted above, Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including, without limitation, any and all sums paid for good faith settlement of claims, attorneys' fees, consultant and expert fees) arising during or after the Term (or any applicable renewal term) and arising as a result of such contamination by Tenant. This indemnification includes, without limitation, any and all costs incurred because of any investigation of the site or any cleanup, removal or restoration mandated by a federal, state or local agency or political subdivision. Without limitation of the foregoing, if Tenant causes or permits the presence of any Hazardous Substances in the Premises and such action results in contamination, Tenant shall promptly, at its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to the presence of any such Hazardous Substances on the Premises. Tenant shall first obtain Landlord's approval for any such remedial action, which shall not be unreasonably withheld or delayed. (b) Landlord shall not cause or permit any Hazardous Substance to be used, stored, generated or disposed of on or in the Premises by Landlord, its agents, employees or contractors or other tenants on the Premises, without the prior written notification of Tenant. Landlord, at Landlord's sole cost and expense, shall be 8 responsible for the removal, abatement and/or remediation of any Hazardous Substances now or hereafter located in, on or under the Premises which were not introduced by Tenant or Tenant's subtenants, licensees or concessionaires or any of their respective agents or employees. If Hazardous Substances are stored, generated or disposed of on or in the Premises or if the Premises becomes contaminated as a result of any actions of Landlord, its agents, employees or contractors or other tenants on the Premises, Landlord shall indemnify, defend and hold Tenant harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for good faith settlement of claims, attorneys' fees, consultant and expert fees) arising during or after the Term (and any applicable renewal semi) as a result of such contamination. As used herein, "Hazardous Substance" means any substance that is toxic, ignitable, reactive, or corrosive and that is regulated by any local government, the State of Colorado or the United States Government, including any and all materials or substances that are defined as "hazardous waste," "extremely hazardous waste," or a "hazardous substance" pursuant to state, federal, or local government law. "Hazardous Substance" includes, but is not restricted to, asbestos which is either in friable condition or such other condition deemed hazardous pursuant to any applicable Laws, polychlorinated biphenyls ("PCBs") and petroleum. ARTICLE 5 SERVICES 5.01 Building Services. Landlord agrees to furnish to the Premises (i) heat and air conditioning, which is necessary to provide a reasonably comfortable environment for the use and occupancy of the Premises by Tenant as contemplated hereunder, (ii) adequate electric current to be supplied for lighting the Premises and public halls, and for the operation of office equipment customary for the Permitted Use, (iii) daily janitorial and cleaning services to the Premises and the Improvements; (iv) domestic hot and cold water, in reasonable quantity, (iii) adequate lighting and replacement light bulbs in the Premises and the Improvements, (iv) all landscaping and exterior maintenance, (v) all maintenance and repair necessary to maintain the Premises and Improvements consistent with Tenant's prior practices as the previous owner of the Improvements, (vi) all structural and capital repairs, upgrades and replacements necessary to ensure the Improvements and the Premises are maintained consistent with Tenant's prior practices as the previous owner of the Improvements and in compliance with all applicable laws, rules and regulations and (vii) all other services required of Landlord pursuant to this Lease. Landlord shall also, at all times, maintain and keep lighted the common stairs, entries, and toilet rooms in the Building that would reasonably be subject to use by Tenant, its agents and employees. 5.02 Services Paid by Tenant. Tenant shall separately arrange with applicable local public authorities or utilities, as the case may be, for the furnishing of and payment for all telephone services as may be required by Tenant in the use of the Premises. Tenant shall directly pay for such telephone services, including the establishment and connection thereof, at the rates charged for such services by said authority or utility, and the failure of Tenant to obtain or to continue to receive such services for any reason whatsoever shall not relieve Tenant of any of its obligations under this Lease. Telephone installation shall be accomplished pursuant to all state and local building codes and other requirements. 9 ARTICLE 6 ALTERATIONS AND REPAIRS 6.01 Alterations. Tenant shall not make or allow to be made any alterations, installations, additions or improvements in or to the Premises, or place safes, vaults or other heavy furniture or equipment within the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed but which may be conditioned upon Tenant's compliance with the Act (as defined in Section 15.23) in connection with such alterations; provided, however, Tenant shall have the right, without Landlord's consent, to construct additional or alternate facilities in the Premises for housing Tenant's ATMs (whether now located in the Premises or not), as deemed reasonably necessary by Tenant and to perform non-structural alterations up to $25,000 (including the contemplated relocation of the lunch room from the third floor to Tenant's first floor Premises) without the consent of Landlord. Landlord consents to the presence of all safes, vaults, heavy furniture and equipment which is situated on or in the Premises on the Commencement Date. All alterations, installations, additions or improvements, other than movable furniture, movable equipment (including, without limitation Tenant's ATMs), other personal property and movable trade fixtures, made by Tenant to the Premises shall remain upon and be surrendered with the Premises and become the property of Landlord at the expiration or termination of this Lease or the termination of Tenant's right to possession of the Premises. Tenant, at its sole cost and, within ten (1 0) days following the expiration or termination of this Lease, shall remove all of Tenant's property from the Premises. All such removal of Tenant's property shall be completed promptly and in a good and workmanlike manner and shall be performed in such a manner that no mechanic's, materialman's or other similar liens shall attach to Tenant's leasehold estate, and in no event shall Tenant permit, or be authorized to permit, any such liens or other claims to be asserted against Landlord or Landlord's rights, estate and interests with respect to the Premises or this Lease. 6.02 Tenant Repairs. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in its "as is" condition with all faults and as being in good, sanitary order, condition and repair and suitable for the conduct of Tenant's business, latent defects excepted. Except as provided in Section 5.01 above, Tenant shall, at Tenant's sole cost and expense, keep the Premises in good condition and repair. Subject to the provisions of Section 7.03 (regarding waiver of subrogation), Article $ (regarding casualty), and Article 9 (regarding condemnation), any injury or damage to the Premises, or the appurtenances or fixtures thereof, caused by or resulting from the act, omission or neglect of Tenant or Tenant's employees, servants, agents, assignees, or subtenants shall be repaired or replaced by Tenant, or at Landlord's option, by Landlord, at the expense of Tenant; provided, however, to the extent Landlord is entitled to receive any insurance proceeds in connection with such damage, the amount thereof shall apply toward Tenant's cost in repairing such damage. If, after thirty (30) days written notice from Landlord of the need for any such repairs, Tenant fails to repair or replace any damage to the Premises resulting from the negligence or intentional act of Tenant, its employees, servants, agents, assignees or subtenants, Landlord may, but shall not be obligated to, cause such maintenance, repair or replacement to be done, as Landlord deems necessary, and Tenant shall immediately pay to Landlord all reasonable costs related thereto. ARTICLE 7 INSURANCE 7.01 Landlord Insurance. Landlord shall insure the Premises and shall maintain property insurance in an amount equal to full replacement cost of the Improvements and shall also maintain General Commercial Liability insurance coverage of at least $1,000,000.00 per occurrence, 10 $3,000,000.00 in the aggregate. Such insurance shall be for the sole benefit of Landlord and, if required, Landlord's mortgagee. Landlord agrees that a certificate of insurance will be delivered to Tenant concurrently with the execution hereof and within ten (10) days after the replacing of the required insurance following termination or cancellation of such existing insurance. The policy shall contain an undertaking by the insurers to notify Tenant in writing not less than thirty (30) days before any material change in regard to the coverage of the Improvements, reduction in coverage, cancellation, or other termination hereof. 7.02 Tenant Insurance. Tenant shall, at all times during the Term (and any applicable renewal term), at its sole cost and expense, obtain and continue to keep in force the following insurance in the amounts required in Section 1.15: (a) Fire insurance, including extended coverage, vandalism, and malicious mischief, upon property of every description and kind owned by Tenant and located on the Premises or for which Tenant is legally liable or which is installed by or on behalf of Tenant, including, without limitation, furniture, fittings, installations, fixtures and any other personal property, leasehold improvements and alterations installed by Tenant. (b) Comprehensive General Liability insurance coverage to include personal injury, bodily injury, broad form property damage, operations hazard, owner's protective coverage and contractual liability. (c) Workers' Compensation and Employer's Liability insurance to the extent required by applicable Laws. (d) Any further insurance as Tenant determines in its discretion is advisable. All policies shall be taken out with responsible insurers that are authorized to transact business in the State of Colorado and in form reasonably satisfactory from time -to -time to Landlord. Tenant agrees that certificates of insurance in form acceptable to Landlord will be delivered to Landlord as soon as practicable after the placing of the required insurance, but not later than ten (10) days prior to Tenant's occupancy of all or any part of the Premises. Tenant shall use its best efforts to see that all policies contain art undertaking by the insurers to notify Landlord (and, if specifically requested by Landlord, the mortgagees of Landlord) in writing not less than thirty (30) days before any material change affecting the Premises, reduction in coverage, cancellation, or other termination thereof. If Tenant fails to procure and maintain said insurance, Landlord may, but shall not be obligated to, procure and maintain same, but at the expense of Tenant. Notwithstanding anything contained in this Lease to the contrary, Tenant shall have the right to self -insure against any risk for which it is required to carry insurance under this Article. 7.03 Waiver of Subrogation. Whenever (i) any loss, cost, damage or expense resulting from fire, explosion or any other casualty or occurrence is incurred by either of the parties to this Lease in connection with the Premises, and (ii) such party is then covered (or is required under this Lease to be covered) in whole or in part by insurance with respect to such loss, cost, damage or expense, then the party so insured hereby releases the other party from any liability it may have on account of such loss, cost, damage or expense to the extent of any amount coverable by such insurance, and waives any right of subrogation which might otherwise exist on account thereof, provided that such release of liability and waiver of the right to subrogation shall not be operative in II any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof (provided, that in the case of increased cost, the other party shall have the right, within thirty (30) days following written notice, to pay such increased costs, thereupon keeping such release and waiver in full force and effect). Landlord and Tenant hereby agree immediately to give their respective insurance carriers written notice of this Section and each agrees to use their respective best efforts to obtain such a release and waiver of subrogation from their respective insurance carriers and obtain any special endorsements, if required by their insurer, to evidence compliance with the aforementioned waiver. 7.04 Indemnity by Tenant. Except for claims with respect to which Landlord has an indemnity obligation to Tenant elsewhere herein, including, without limitation, Section 4.02 and Section 15.25, Tenant hereby indemnifies and holds Landlord harmless from and against any and all claims arising from Tenant's use of the Premises for the conduct of its business or from any activity, work or other thing done, permitted or suffered by Tenant on or about the Premises, unless such claim arises as a result of Landlord's negligence or willful misconduct, and shall further indemnify and hold harmless Landlord from and against any and alt claims of third parties in connection with the Premises arising from any act or omission of, or due to the negligence or willful misconduct of, the Tenant, or any officer, agent 'or employee of Tenant, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or related to any such claim or any action or proceeding brought thereon. Notwithstanding the foregoing, Tenant's indemnity shall not extend to the effect of the existence of Hazardous Substances which may exist in the Premises as of the date of this Lease or to the negligence, willful misconduct or breach of this Lease by Landlord or its officers, agents and employees. 7.05 Indemnity by Landlord. Except for claims with respect to which Tenant has an indemnity obligation to Landlord elsewhere herein, including, without limitation, Section 4.02 and Section 15.25, Landlord hereby indemnifies and holds Tenant harmless from and against any and all claims arising from Landlord's, its officers, agents and employees, use of the Premises or from any activity, work or other thing done, permitted or suffered by Landlord, its officers, agents and employees, on or about the Premises, including, without limitation, the existence of any Hazardous Substances on the Premises as of the Commencement Date not used or suffered to exist on the Premises prior to the Commencement Date by Tenant or its respective agents, contractors or employees, and shall further indemnify and hold harmless Tenant from and against any and all claims arising from any act or omission of, or due to the negligence or willful misconduct of, Landlord, or any officer, agent or employee of Landlord and from and against all costs, attorneys fees, expenses and liabilities incurred in connection with or related to any such claim or any action or proceeding brought thereon. ARTICLE 8 CASUALTY 8.01 Substantial Destruction. If (i) the Improvements should be totally destroyed by fire or other casualty, or (ii) the Improvements should be damaged so that rebuilding cannot reasonably be completed substantially within one hundred fifty (150) days after Landlord's receipt of written notification by Tenant of the damage, or (iii) the Improvements shall be so damaged as to render them unsuitable for use comparable to the use to which the Improvements were being put prior to the damage and such damage cannot be repaired and the Building restored to such use within one hundred fifty (150) days from the date of the damage, then, at either Tenant's or Landlord's option, upon written notice given on or before thirty (30) days after Tenant's notification of the damage to 12 Landlord, this Lease may be terminated and, in such event, the Rent shall be abated for the unexpired portion of the Lease, effective as of the date of the damage. 8.02 Partial Destruction. If, following damage or destruction to the Improvements by fire or other casualty, this Lease is not terminated pursuant to Section 8.01, Landlord shall proceed with reasonable diligence to rebuild or repair the Improvements to substantially the same condition in which they existed prior to the damage. If Tenant's use of the Improvements or the conduct of its business is impaired due to the damage, whether or not the Improvements are themselves damaged, the Rent payable under this Lease during the period of impairment shall be equitably reduced based on the degree to which Tenant's use and enjoyment of the Improvements are impaired. The reduction in the Rent payable under the Lcasc shall continue until the first to occur of: (i) the date Landlord completes restoration of the Improvements to substantially the condition existing prior to the damage, or (ii) the date Tenant takes possession of the damaged portion of the Improvements or resumes full operation of its business. Landlord's obligation to rebuild or restore under this Section shall be limited to restoring the Improvements to substantially the condition in which the same existed prior to the damage, exclusive of Improvements for which Tenant is responsible under the terms of this Lease. Tenant shall, promptly after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant's sole cost and expense to restore those Improvements for which Tenant is responsible under the Lease to substantially the condition in which the same existed prior to the damage and to otherwise make the Improvements suitable for Tenant's use. If this Lease is not terminated pursuant to Section 8.01, and if Landlord fails to substantially complete the necessary repairs or rebuilding within one hundred fifty (150) days from the date of Landlord's receipt of written notification by Tenant of the damage, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations of Tenant under this Lease shall cease as of the date of such damage or casualty. If the damage to the Improvements occurs during the last twelve (12) months of the Term (or any applicable renewal term) and such damage cannot be fully repaired within thirty (30) days, then Tenant may terminate this Lease, effective as of the date of the damage, by giving Landlord written notice thereof within thirty (30) days of the occurrence of the damage. ARTICLE 9 CONDEMNATION 9.01 Condemnation. If either (a) more than twenty percent (20%) of the Improvements or (b) any portion of the Premises which, in Tenant's reasonable discretion, Tenant deems necessary for the conduct of Tenant's business should be taken for any public or quasi -public use, by right of eminent domain or otherwise, or should be sold in lieu of condemnation, then either party hereof shall have the right, at its option, to terminate this Lease upon written notice given on or before thirty (30) days after the date when physical possession of or of the Improvements or of the Premises (or a portion thereof) is taken by the condemning authority, such termination to be effective as of the earlier of (i) the date when physical possession of the Improvements or of the Premises (or a portion thereof) is taken by the condemning authority or (ii) title to the Premises (or a portion thereof) is transferred to the condemning authority. If twenty percent (20%) or less of the Improvements is so taken or sold or if this Lease is not terminated upon any taking or sale of greater than twenty percent (20%) of the Improvements, the Rent payable hereunder shall be abated, as of the date of such taking or sale, in proportion to the portion of the Improvements which is rendered untenantable by such taking, and Landlord shall, to the extent Landlord deems feasible with all reasonable diligence, restore the Improvements to substantially their former condition, but Landlord shall not in any event be required to spend for such work an amount in excess of the amount received by Landlord as 13 compensation for such taking. If this Lease is not terminated pursuant to the terms hereof and if Landlord fails to substantially complete the necessary repairs within one hundred fifty (150) days from the date of any taking as described herein, Tenant may, at its option, terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations of Tenant under this Lease shall cease. ARTICLE 10 ENTRY BY LANDLORD 10.01 Entry. Landlord, its agents, employees and representatives, shall have the right to enter the Premises at any time without notice during emergency or crisis situations. Landlord, its agents, employees and representatives, shall have the right to enter the Premises at any time after at least twenty-four (24) hours prior written notice to Tenant to show the Premises (exclusive of any security areas) to prospective purchasers and lenders (and, during the last nine (9) months of the Term or any applicable renewal term, to prospective tenants), but in exercising such rights, Landlord shall not interfere with or impair Tenant's use and enjoyment of the Premises and such entry shall be subject to the security requirements of Tenant. ARTICLE II SUBORDINATION AND NON -DISTURBANCE 11.01 Subordination. Subject to the terms of Section 11.04, Tenant accepts this Lease subject and subordinate to any ground lease, mortgage, deed of trust or other mortgage lien presently existing or hereafter placed upon the Premises and any extensions thereof; provided, however, that any such mortgagee shall have the right at any time to subordinate such ground lease, mortgage, deed of trust or other mortgage lien to this Lease. Notwithstanding that this Lease may be (or made to be) superior to such mortgage, deed of trust or other mortgage lien, at the election of Landlord or mortgagee, as applicable, the provisions of such mortgage, deed of trust or other mortgage lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and/or arising from insurance payable by reason of damage to or destruction of the Premises shall be prior and superior to any contrary provisions contained herein with respect to such proceeds or insurance payments or the usage thereof. Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may reasonably request. 11.02 Attornment. If any ground or similar such lease, mortgage, deed of trust or security agreement is enforced by the ground lessor, the mortgagee, the trustee, or the secured party, Tenant shall, upon request, attorn to the lessor under such lease or the mortgagee or purchaser at such foreclosure sale, or any person or party succeeding to the interest of Landlord as a result of such enforcement, as the case may be, and execute instrument(s) confirming such attornment. In the event of such enforcement and upon Tenant's attornment as aforesaid, Tenant will automatically become the tenant of the successor to Landlord's interest without change in the terms or provisions of this Lease; provided, however, that such successor to Landlord's interest shall not be bound by any payment of Rent for more than one (I) month in advance (except prepayments for security deposits, if any). 11.03 Quiet Enjoyment. Tenant, on paying the Rent and keeping and performing the conditions and covenants herein contained, shall and may peaceably and quietly enjoy the Premises for the Term and any renewal term, subject to the aforesaid underlying leases, mortgages, deeds of 14 trust and security agreements, all applicable laws and other governmental and legal requirements, applicable insurance requirements and regulations, and the provisions of this Lease. 11.04 Non -Disturbance. Notwithstanding the terms and provisions of Section 11.01, the subordination of this Lease to any mortgage, deed of trust, other mortgage lien or ground lease upon the Premises shall be contingent upon the holder of any such lien ("Lienholder") or any such ground lessor ("Ground Lessor") entering into an agreement with Tenant in form and substance acceptable to Tenant and substantially similar to the form attached hereto as Exhibit C and incorporated herein by this reference, which shall provide, inter alia, that so long as there exists no default by Tenant under this Lease, Tenant's rights under this Lease shall not be terminated, affected, or disturbed by Lienholder, Ground Lessor or any purchaser or subsequent owner of the Premises in the exercise of any of such Lienholder's or Ground Lessor's rights under Lienholder's mortgage, deed of trust or other mortgage lien, or under Ground Lessor's ground lease, nor in ally other way tinder this Lease except in accordance with its terms. With respect to each Lienholder or Ground Lessor in existence as of the Commencement Date, Landlord shall, concurrently with the execution of this Lease, deliver a non -disturbance agreement executed by each such Lienholder or Ground Lessor which contains the terms set forth in the immediately preceding sentence, and in form and content acceptable to Tenant. ARTICLE 12 ASSIGNMENT AND SUBLETTING 12.01 Assignment and Subletting. Except as is permitted by Section 12.02, Tenant shall not, voluntarily, by operation of law, or otherwise, assign, transfer, mortgage, pledge or encumber this Lease or suffer any person other than Tenant, its employees, agents, servants and invitees to occupy or use the Premises or any portion thereof, without the express prior written consent of Landlord, not to be unreasonably withheld or delayed. Any attempt to do any of the foregoing without such written consent shall be null and void and of no effect, and shall further constitute a default under this Lease. If Tenant so requests Landlord's consent, said request shall be in writing specifying the duration of said desired sublease or assignment, the date same is to occur, the name of the assignee or sublessee, the exact location of the space affected thereby, the proposed rentals on a square foot basis chargeable thereunder and any other provision reasonably required by Landlord. Tenant's request shall be submitted to Landlord at least thirty (30) days in advance of the date on which Tenant desires to make such assignment or sublease or allow such occupancy or use. Within fifteen (15) days following Landlord's receipt of Tenant's request, Landlord shall either (a) give notice to Tenant of its withholding of its consent or (b) give notice of its election, in its sole discretion, to either (1) grant such consent, or (ii) elect to terminate this Lease with respect to the Premises or any portion thereof to be affected by such assignment, sublease or other event specified above in which event Tenant shall be relieved of all of its obligations hereunder, or (iii) suspend this Lease as to the space to be affected by such assignment, sublease or other event specified above for the duration specified by Tenant in its notice, in which event Tenant will be relieved of all obligations hereunder as to such space during said suspension, including a suspension of the Rent hereunder in proportion to the portion of the Premises affected thereby (but after said suspension, if the suspension is not for the full term hereof, Tenant shall once again become liable hereunder as to the applicable space). 12.02 Permitted Assignment and Subletting. Notwithstanding Section 12.01, Tenant may (a) sublease the Premises for general office use with Landlord's prior consent which will not be unreasonably withheld or delayed and (b) assign this Lease to any (i) state or national banking association or (ii) any state or federal savings and loan association or federal savings bank or (iii) any 15 bank or corporation which Tenant wholly owns and controls or which wholly owns and controls Tenant or which is wholly owned by and controlled by a bank or corporation which wholly owns and controls Tenant without the prior consent of Landlord. 12.03 Continued Liability. Subject to the terms of Section 12.01(b)(iii), Tenant shall, despite any permitted assignment or sublease, remain directly and primarily liable for the performance of all of the covenants, duties, and obligations of Tenant hereunder, and Landlord shall be permitted to enforce the provisions of this Lease against Tenant or any assignee or sublessee without demand upon or proceeding in any way against any other person. 12.04 Consent. Consent by Landlord to a particular assignment or sublease shall not be deemed a consent to any other or subsequent transaction. If this Lease is assigned without the permission of Landlord, then Landlord may nevertheless collect Rent from the assignee or sublessee and apply the net amount collected to the Rent payable hereunder, but no such transaction or collection of Rent or application thereof by Landlord shall be deemed a waiver of any provisions hereof or a release of Tenant from the performance of the obligations of the Tenant hereunder. 12.05 Proceeds. All cash or other proceeds of any assignment, sale or sublease of T'enant's interest in this Lease, whether consented to by Landlord or not, shall be paid to Tenant. Tenant and Landlord hereby agree that in the event of an assignment or subletting which is permitted under Section 12.02,Tenant and Landlord shall share equally all such proceeds, after deduction of Tenant's costs of assignment or subletting and tenant improvements, in excess of the Rent and other sums due hereunder and Tenant shall promptly after receipt remit to Landlord its share. In the event of an assignment or subletting which requires Landlord's consent under Section 12.01, Tenant and Landlord shall share equally all such proceeds in excess of the Rent and other sums due hereunder and Tenant shall promptly after receipt remit to Landlord its share. ARTICLE 13 DEFAULT 13.01 Default. Each of the following shall constitute a "Default" by Tenant: (a) The failure of Tenant to pay the Rent or any part thereof when due and the continuation of such failure fora period of ten (10) days following notice thereof to Tenant by Landlord; (b) Tenant shall fail to fulfill or perform, in whole or in part, any of its obligations under this Lease (other than the payment of Rent) and such failure or nonperformance shall continue for a period of thirty (30) days after notice thereof has been given by Landlord to Tenant (plus such additional time as may be required to cure a default which despite diligent continuous effort, cannot by its nature be cured within said thirty (30) day period); (c) Tenant takes any action to, or notifies Landlord that Tenant intends to, file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time -to -time, or under any similar law or statute of the United States or any state thereof; or a petition shall be filed against Tenant under any such statute or Tenant notifies Landlord that it knows such a petition will be filed, and such petition is not dismissed within ninety (90) days after the filing thereof; or the 16 appointment of a receiver or trustee to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease and such receiver or trustee is not dismissed within ninety (90) days after appointment; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease; or (d) Except as permitted elsewhere in this Lease, Tenant shall have assigned or sublet the Premises without the prior written consent of Landlord, unless Landlord's consent shall have been unreasonably withheld or delayed. 13.02 Rights upon Default. If a Default by Tenant occurs, then at any time thereafter prior to the curing thereof, following the notice and opportunity to cure periods set forth in Section 13.01, Landlord may exercise any and all rights and remedies available to Landlord under this Lease, at law or in equity, including without limitation, termination of this Lease and termination of Tenant's right to possession without terminating the Lease. In the event of a Default, following the notice and opportunity to cure periods set forth in Section 13.01, Landlord may, without court proceedings, re-enter and repossess the Premises and remove all persons and property therefrom, and Tenant hereby agrees to surrender possession of the Premises. If Landlord elects to terminate this Lease, it may treat the Default as an entire breach of this Lease and Tenant shall immediately become liable to Landlord for damages equal to the total of (a) the cost of recovering and reletting the Premises. including, without limitation, the reasonable cost of leasing commissions attributable to the unexpired portion of the Term (or any applicable renewal term) of this Lease, and remodeling the Premises and, (b) all unpaid Rent and other amounts earned or due through such termination, including interest thereon at the Bank One, Colorado, National Association Base Rate ("Base Rate"), as established from time to time. If Landlord elects to terminate Tenant's right to possession of the Premises without terminating this Lease, Landlord shall use its best efforts to rent the Premises or any part thereof for the account of Tenant to any person or persons for such rent and for such terms and conditions as is commercially reasonable, and Tenant shall be liable to Landlord for the amount, if any, by which the Rent for the unexpired balance of the Term (or any applicable renewal term) exceeds the net amount, if any, received by Landlord from such reletting, such net amount being the gross amount so received by Landlord less the reasonable costs of repossession, retelling, remodeling, and other expenses incurred by Landlord. Such sum or sums shall be paid by Tenant in monthly installments on the first day of each remaining month of the Term (or any applicable renewal term). In no case shall Landlord be liable for failure to relet the Premises or to collect the rent due under such reletting, and in no event shall Tenant be entitled to any excess rents received by Landlord. All rights and remedies of Landlord shall be cumulative and not exclusive. 13.03 Costs. If a Default by Tenant occurs, then Tenant shall reimburse Landlord on demand for all costs reasonably incurred by Landlord in connection therewith including, but not limited to, reasonable attorneys' fees and court costs. 13.04 Non -Waiver. The failure of either party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease shall not prevent a subsequent act or omission that would have originally constituted a violation of this Lease from having all the force and effect of an original violation. The receipt by Landlord of Rent with or without knowledge of the breach of any provision of this Lease shall not be deemed a waiver of such breach, shall not reinstate this Lease or Tenant's right of possession if either or both have been terminated, and shall not otherwise affect any notice, election, action, or suit by a party. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by the party to be 17 charged. No act or thing done by Landlord during the Term (and any applicable renewal term) shall be deemed an acceptance of a surrender of the Premises and no agreement to accept such surrender shall be valid, unless express and in writing signed by Landlord. 13.05 Default by Landlord. If Landlord defaults in the performance of any term, covenant or condition required to be performed by Landlord under this Lease, unless otherwise specified elsewhere herein, Landlord shall have thirty (30) days following the receipt of written notice from Tenant specifying such default to cure such default; provided that, as to defaults not capable of being cured within thirty (30) days, if Landlord diligently and continuously (subject to force majeure) prosecutes a cure of such default beyond such thirty (30) day period, Landlord shall have all reasonable and necessary time to complete such cure; provided, however, such period shall in no event exceed ninety (90) days. 13.06 Tenant's Remedies. If Landlord shall default in the performance of its obligations hereunder and such default shall continue following the expiration of applicable cure periods expressly provided for in Section 13.05, Tenant may exercise one or more of the following remedies: (a) Perform Landlord's obligations hereunder, and offset the reasonable costs and expenses incurred by Tenant in doing so against rentals thereafter coming due hereunder; (b) Sue Landlord for damages suffered by Tenant as a consequence of Landlord's default; and (c) If Landlord's default shall render all or any material portion of the Premises untenantable for those uses incidental to or customarily associated wills a national bank for more than sixty (60) days, Tenant may terminate this Lease and Tenant shall have no further obligation or liability hereunder. 13.07 Mitigation. If there is a default by one party, the other party shall use reasonable commercial efforts to mitigate its damages. ARTICLE 14 SIGNAGE 14.01 Building Face Signage. Tenant shall have non-exclusive signage rights on the Premises (including, without limitation, the Building) during the Term (and any applicable renewal term); provided, however, that neither Landlord nor any other tenant occupying space in the Building shall remove or otherwise interfere with the size or location of the signs of Tenant existing on or within the Land, Building or Premises as of the Commencementbate. 14.02 Signs. Signs of Tenant existing on or within the Land, Building or Premises as of the Commencement Date, which are in compliance with all applicable laws, ordinances, codes and regulations, are hereby consented to and approved by Landlord. All signs, banners, lettering, placards, decorations and advertising media that can be viewed from the exterior of the Premises shall conform in all respects to the requirements, if any, of all applicable laws, codes and ordinances. Tenant shall keep its signs in good condition and in proper operating order at all times. Within fifteen (15) days following the expiration or earlier termination of this Lease, Tenant shall have the right to remove all signs and in connection with any such removal shall restore the surface to which 18 the signs were' attached to their original condition at Tenant's expense. In the event Tenant fails to remove all signs within such fifteen (15) day period, the signs shall become the property of Landlord without any credit or compensation to Tenant, and Landlord may, but is not obligated to, remove and store or dispose of the signs and Tenant shall be liable to Landlord for all costs incurred by Landlord in connection therewith. Tenant shall indemnify and hold Landlord harmless from all loss, damage, cost, expense and liability in connection with such removal, storage or disposal. If Tenant changes its name at any time, Tenant shall have the right to make such changes to its signage as are necessary to reflect the changed name, and may modify or change existing signs to do so. ARTICLE IS MISCELLANEOUS 15.01 Amendment. Any agreement hereafter made between Landlord and Tenant shall be ineffective to modify, release, or otherwise affect this Lease, in whole or in part, unless such agreement is in writing and signed by all parties hereto. 15.02 Severability. If any term or provision of this Lease shall, to any extent, be held invalid or unenforceable by a final judgment of a court of competent jurisdiction, the remaining terms and provisions of this Lease shall not be affected thereby. 15.03 Estoppel Letters. (a) Tenant shall execute and acknowledge a certificate containing such information as may be reasonably requested for the benefit of Landlord, any prospective purchaser or any current or prospective mortgagee of all or any portion of the Premises within twenty (20) business days of receipt of same. If Tenant shall fail to deliver same to Landlord within such twenty (20) business day period, Landlord shall notify Tenant in writing of such failure. In the event Tenant fails to deliver such certificate within twenty (20) business days after such second notice from Landlord, Tenant irrevocably appoints Landlord as Tenant's attorney -in -fact to execute same. (b) Landlord shall execute and acknowledge a certificate containing such information as may be reasonably requested for the benefit of Tenant within twenty (20) business days of receipt of same. In the event Landlord fails to deliver such certificate to Tenant within such twenty (20) business day period, Tenant shall notify Landlord in writing of such failure. In the event Landlord fails to deliver such certificate within twenty (20) business days after such second notice from Tenant, Landlord irrevocably appoints Tenant as Landlord's attorney -in -fact to execute same. 15.04 Authority. Landlord and Tenant hereby represent to the other that: (a) Landlord is/arc duly authorized and existing Colorado limited liability companies and Tenant is a duly authorized and existing nationally chartered banking association, and each is qualified to do business in the state of Colorado, (b) each has full right and authority to enter into this Lease, (c) each person signing on behalf of the Landlord and Tenant are authorized to do so, and (d) the execution and delivery of this Lease by Landlord and Tenant will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, loan, credit agreement, partnership agreement, or other contract or instrument to which either Landlord or Tenant is a party or by which either such party may be bound. 19 15.05 Holdover. Except as provided elsewhere in this Lease, if Tenant shall remain in possession of the Premises after the Expiration Date or earlier termination of this Lease, then Tenant shall be deemed a tenant -at -will whose tenancy is terminable upon thirty (30) days written notice by either party. In such event, unless otherwise agreed to by Landlord and Tenant, Tenant shall pay Rent at the same Base Rent, provided Tenant is in good faith negotiations with Landlord toward a renewal. If Tenant fails to negotiate in good faith, then the Rent shall be at one hundred fifty percent (150%) of the Rent, but otherwise shall be subject to all of the obligations of Tenant under this Lease. 15.06 Surrender. Upon the expiration or earlier termination of the Term (or any applicable renewal term), Tenant shall peaceably quit and surrender the Premises in good order and condition, excepting ordinary wear and tear, but subject to any contrary provisions in Article 6, Article 8 or Article 9. Tenant shall have the right at any time to remove any of its trade fixtures and personal property (and die following shall be deemed to be included as part of Tenant's trade fixtures and personal property, regardless of the manner in which they are installed: computers, computer related equipment or property, liebert units, cabling, tubing, pneumatic tubing, ATMs and other electronic equipment, safes, halon systems, security systems, communications equipment referred to above, other equipment or property useful to Tenant in its operations) and, in certain instances, vaults, but Tenant shall repair any damage caused by such removal. If any of Tenant's property is not removed within a period of thirty (30) days following the expiration or termination of the Term and all renewals or extensions thereof, such property shall be deemed to have been abandoned to Landlord and shall remain upon and be surrendered with the Premises as part thereof. 15.07 Parties and Successors. Subject to the limitations and conditions set forth elsewhere herein, this Lease shall bind and inure to the benefit of the respective heirs, legal representatives, successors, and permitted assigns andtor sublessees of the parties hereto. The term "Landlord", as used in this Lease, so far as the performance of any covenants or obligations on the part of Landlord under this Lease are concerned, shall mean only the owner of the Premises at the time in question, so that in the event of any transfer of title to the Premises, the party by whom any such transfer is made shall be relieved of all liability and obligations of the Landlord arising under this Lease from and after the date of such transfer; provided, however, that (i) any such transferee shall assume in writing, pursuant to an agreement with Tenant, all of the liability and obligations of the transferor, or (ii) the transferor and transferee shall jointly notify Tenant, in writing, of the transfer of the Premises, including, the address of the transferor for notice purposes. Until such time as these conditions arc satisfied, the transferor shall not be released from its liability or obligations under this Lease, nor shall Tenant have any liability to the transferor for the payment of Rent or other sums due under this Lease. 15.08 . Notice. Except as otherwise provided herein, any statement, notice, or other communication that Landlord or Tenant may desire or be required to give to the other shall be deemed sufficiently given or rendered if (i) hand delivered, (ii) if sent by registered or certified mail, return receipt requested, or (iii) if delivered by third party commercial delivery service, in each instance addressed at the address(es) set forth in Section 1.13, or at such other address(es) as the other party shall designate from time -to -time by prior written notice. Each such notice to be given as provided in this Section shall be effective, if hand delivered or delivered by third party commercial delivery service, when the same is actually received by the addressee with written evidence of receipt thereof, or, if mailed, when deposited in a receptacle of the United States mail, as herein provided. 20 15.09 captions. The captions in this Lease are inserted only as a matter of convenience and for reference and they in no way define, limit, or describe the scope of this Lease or the intent of any provision hereof. 15.I0 Number and Gender. All genders used in this Lease shall include the other genders, the singular shall include the plural, and the plural shall include the singular, whenever and as often as may be appropriate. 15.11 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Colorado. 15.12 Inability to Perform. Notwithstanding Section 15.16, whenever a period of time is herein prescribed for the taking of any action (other than monetary obligations) by Landlord or Tenant, neither Landlord nor Tenant shall be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of either such party, and such nonperformance or delay in performance by either such party shall not constitute a breach or default under this Lease nor give rise to any claim against either Landlord or Tenant for damages or constitute a total or partial eviction, constructive or otherwise, by Landlord or Tenant. 15.13 Broker. Landlord and Tenant represent and warrant that Landlord and Tenant have dealt only with Broker named in Section 1.12 as broker in connection with this Lease and that, insofar as Landlord or Tenant know, no other broker negotiated this Lease or is entitled to any commission herewith. Landlord owes no commission to Broker. 15.14 Memorandum of Lease. Tenant may record a memorandum or other instrument with respect to this Lease. 15.15 Entire Agreement. This Lease, including all Exhibits attached hereto (which Exhibits are hereby incorporated herein and shall constitute a portion hereof), contains the entire agreement between Landlord and Tenant with respect to the subject matter hereof. Tenant hereby acknowledges and agrees that neither Landlord nor Landlord's agents or representatives have made any representations, warranties, or promises with respect to the Premises, the Premises, Landlord's services, or any other matter or thing except as herein expressly set forth, and no rights, easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Lease. Further, the terms and provisions of this Lease shall not be construed against or in favor of a party hereto merely because such party is the "Landlord" or the "Tenant" hereunder or such party or its counsel is the draftsman of this Lease. 15.16 Time of Essence. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. 15.17 Parking. Landlord will make available to Tenant nine (9) parking spaces for the exclusive use of Tenant's customers and seven (7) parking spaces for the exclusive use of Tenant's employees, such parking spaces to be located in the area(s) designated on Exhibit D attached hereto and incorporated herein by this reference. Tenant's customer parking spaces shall be marked as "reserved" or for the "exclusive use" of Bank One's customers, and Tenant's employee parking shall be marked as "reserved" or for the "exclusive use" of Bank One employees. Landlord agrees to use 21 reasonable efforts to monitor and enforce the use of such parking spaces by Bank One customers and employees only. 15.18 Tenant Taxes. Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the Term (and any applicable renewal term) upon all of Tenant's leasehold improvements, equipment, furniture, fixtures and personal property located in the Premises, except that which has been paid for by Landlord and is the standard of the Building. If the assessed value of the Premises is increased by inclusion of personal property, furniture, fixtures or equipment placed by Tenant in the Premises and Landlord elects to pay such taxes, charges and other assessments based on such increase, Tenant shall pay Landlord upon demand that part of the taxes, charges and other assessments for which Tenant is primarily liable hereunder. 15.19 Attorneys' Fees. In the event either party hereto defaults in the performance of any of the terms, agreements or conditions contained in this Lease and the non -defaulting party places the enforcement of this Lease, or any part thereof, or the collection of any Rent due or to become due hereunder, or recovery of the possession of the Premises, in the hands of any attorney who files suit upon the same, the party who prevails in such suit shall be entitled to recover from the other party its reasonable attorneys' fees. 15.20 Name Change. The name of the Building shall be "Bank One" and Landlord will not change the name of the Building or Premises without the prior written consent of Tenant. Tenant shall have the right, without Landlord's consent, to change the name of the Building to coincide with any change of Tenant's name upon thirty (30) days prior written notice to Landlord. 15.21 Conflict. To the extent of any conflict between the terms and provisions of this Lease and the terms and provisions of any exhibit attached hereto, the terms and provisions of any such exhibit shall control. 15.22 Waiver of Landlord's Lien. Landlord hereby waives and releases any and ail liens, security interests, claims, demands, causes of action and other rights, however arising, which Landlord now has or may hereafter acquire with respect to the property of Tenant now or hereafter located in the Premises. 15.23 Americans with Disabilities Act. Notwithstanding anything contained herein to the contrary, Landlord covenants to comply with and be solely responsible for (and Tenant shall have no responsibility for) the removal of architectural barriers and communication barriers in the Premises that are structural in nature in order to avoid discriminating against individuals with disabilities as required under the Americans With Disabilities Act of 1990 (the "Act"); provided, however, Tenant shall, at its sole expense, be responsible for compliance with the Act to the extent and only to the extent that (i) the Premises were in violation of the Act prior to the Commencement Date, and (ii) the Act imposes obligations for making reasonable modifications in its policies, practices or procedures in connection with the operation of Tenant's business, if failure to make such modifications would constitute a violation of the Act. This obligation by Tenant shall not affect, however, the obligations of Landlord under this Section 15.23. If Landlord reasonably demonstrates that the removal of an architectural barrier or communication barrier in the Premises that is structural in nature is not "readily achievable" (as such term is defined in the Act), and therefore Landlord is required to make goods, services, facilities, privileges, advantages or accommodations available through an alternative method and one or more alternative method is "readily achievable", Landlord shall consult with 22 Tenant regarding how, if "readily achievable", Landlord can comply with the requirements of the Act; provided, however, if any method materially interferes with Tenant's operation of a banking facility in the Premises, although "readily achievable," Landlord shall be required to employ another method, including, without limitation, removal of the structural barrier, in order to comply with the requirements of the Act. Landlord shall have reasonable access to the Premises (excluding vaults and other security areas) in order to comply with the Act and shall exert reasonable efforts to minimize the disruption of and/or the temporary interference with, the conduct of Tenant's business in connection. with its compliance efforts. Each party agrees to indemnify and hold harmless the other party for the above -described obligations. Without limiting the foregoing, if renovations or repairs made by Landlord to the Premises after the Commencement Date cause additional renovation obligations to arise under the Act for the Premises, Landlord shall be solely responsible for such additional renovation obligations and Landlord hereby indemnifies and holds Tenant harmless from all such requirements. 15.24 Proration. Notwithstanding anything contained herein to the contrary, to the extent the Commencement Date, the Move Out Date (as defined in Section 15.28) and/or Expiration Date of this Lease is on a date other than the first day of the calendar month or calendar year, all amounts payable by Tenant hereunder (including, without limitation, Rent) shall be prorated effective upon the Commencement Date, the Move Out Date or the Expiration Date, as applicable. 15.25 Landlord's Representations and Warranties. Landlord covenants and warrants to Tenant that Landlord has unrestricted capacity, power, and right to enter into and perform this agreement in accordance with its provisions without joinder or consent of anyone else. 15.26 Exclusivity. Tenant shall have the exclusive right to operate a banking office in the Building and Landlord shall not lease space in the Building to any other entity for the operation of a bank, financial institution, or savings and loan association, including without limitation the operation of an ATM or other retail banking facility, during the term of this Lease. I5.27 Early Termination: Notwithstanding any other provision of this Lease, Tenant may terminate this Lease prior to the Expiration Date as follows: (a) Tenant shall have the right to terminate this Lease at any time during Years 6 through 10 of the Term upon one year's prior written notice to Landlord. (b) Should Tenant exercise its right to terminate the Lease pursuant to subparagraph (a) of this Section 15.27, Tenant shall pay to Landlord on or before Tenant's move out date. an early termination fee in the amount of (i) $593,784, in the event the Lease is terminated during Years 6, 7, 8 or 9, or (ii) $296,892, in the event the Lease is terminated during Year 10. 15.28 Short Term Use of Lunch Room Space. As of the Commencement Date, Tenant occupies, in addition to the 21,992 net rentable square feet on the first and second floors of the Building (as more particularly described in Section 1.06 of the Lease), 1,558 net rentable square feet on the third floor of the Building (the "Lunch Room Space"). Tenant shall have the right to continue to occupy the Lunch Room Space until the earlier of (i) six (6) months following the Commencement Date, or (ii) Tenant's relocation of its lunch room to Tenant's first floor Premises upon fifteen (IS) days prior written notice to Landlord (the "Initial Move Out Date"). Following the Initial Move Date, Tenant may continue to occupy the Lunch Room Space until (i) Tenant's relocation of its lunch room to Tenant's first floor Premises upon fifteen (15) days prior written notice to Landlord or 23 (ii) thirty days following receipt of notice from Landlord that Tenant must vacate the Lunch Room Space (the "Final Move Out Date", and together with the Initial Move Out Date, the "Move Out Date"). Beginning on the Commencement Date and continuing through the Move Out Date, Tenant shall pay to Landlord a fee of $12.50 per square foot per year. All amounts to be paid to Landlord pursuant to this Section 15.28 shall be subject to Section 15.24 (Proration). [Signature page follows] 24 EXECUTED on December x4", 1999, to be effective as of the date hcreinabove first set forth. LANDLORD: GREELEY LINCOLN PARK PROPERTIES, LLC, a Colorado Limited Liability Company By: Thomas and Tyler Limited Lia¢}1 jty Company Its: �Manaagger l By: L/--- M. Tyler Notestine, Man3ger COLORADO RECOVERY PROPERTIES LTD. III PARTNERSHIP, a Colorado Limited Partnership By: Tyler and Tyler, Inc. Its: General Partner By: Robert G. Tointon M. Tyler Notestine, ) ►'' Sident TENANT: BANK ONE, C a National B By: RADO, NATIONAL ASSOCIATION g Associati Daniel L. Wilbur, Assistant Vice President 25 EXHIBIT A LEGAL DESCRIPTION Parcel 1: Lots 1 through 26, Block 44, City of Greeley, together with the North -South alley adjacent to Lots 12 through 23 and the East-West alley adjacent to Lots 9 through 12, Lots 17 and 18, and Lots 23 through 26, Block 44, City of Greeley, County of Weld, State of Colorado. Parcel 2: Lots 9 and 10, the North 1/2 of Lots 11 and 12, Lots 13 through 20, also South 1/2 of vacant alley adjacent to Lots 13 through 19, except the East 5 feet adjacent to Lot 19, except the West 8.65 feet of the South 1/2 of Lot 13, all in Block 37, in the City of Greeley, County of Weld, State of Colorado. (for informational purposes only) 822 7th Street 26 EXHIBIT A-1 DIAGRAM OF SPACE OCCUPIED BY TENANT (Page I of 2) 21,805 net rentable square feet on the first floor of the Building O O EXHIBIT A-1 DIAGRAM OF SPACE OCCUPIED f3Y TENANT (Page 2 of 2) 187 net rentable square feet on the second floor of the Building CS EXHIBIT B RENEWAL OPTION Provided that a Default by Tenant has not occurred and is continuing, then Tenant shall have the right to extend this Lease with respect to all or part of the Premises for four (4) successive periods of -five (5) years each, by giving Landlord written notice thereof at least nine (9) months prior to the Expiration Date or the expiration date of the first renewal term, as applicable. In the event of such extension, the definition of "Term" shall include such extension term. All such extensions shall be upon the same provisions as for the initial Tcrm except that: (a) Tenant shall pay Rent to Landlord in monthly installments in an amount based upon ninety -live percent (95%) of the "Fair Market Value Rate" (hereinafter defined) as of the date of Tenant's notice multiplied by the total number of net rental square feet in the Premises, but in no event less than the rate of Rent in effect at the time of exercise by Tenant of its right to extend. For the purposes hereof, the Fair Market Value Rate means the rental rate per year per square foot of the net rentable area in the market area of the Premises that the Premises would most probably command in the open market, indicated by current rents paid and asked for comparable space as of the date of such determination. Except as set forth hereinabove, Tenant shall have no further right to extend or renew this Lease. Landlord shall give Tenant written notice of its proposed Fair Market Value Rate no later than thirty (30) days following Landlord's receipt of Tenant's written notice of exercise of Tenant's right to extend. In the event Tenant does not agree in writing to the Fair Market Value Rate proposed by Landlord, within thirty (30) days following the date ("Proposed Date") of Landlord's notice of such proposed rate, then such rate shall be determined as follows: Landlord and Tenant shall each appoint an individual who shall by profession be a real estate appraiser. The appraisers shall be impartial and unrelated, indirectly or directly, so far as employment of services is concerned, to Landlord or Tenant or to any person directly or indirectly related to Landlord or Tenant. The two appraisers shall be appointed within fifteen (15) days after the Proposed Date. The two appraisers so chosen shall appraise the Premises in accordance with this Exhibit, such appraisals being completed no later than thirty (30) days after the appointment of the second appraiser. If the appraisals establish Fair Market Value Rates that are within ten percent (10%) of each other, the average of such values shall be the Fair Market Value Rate. If the appraisals establish values which vary by more than ten percent (10%), the two appraisers shall appoint a third appraiser within ten (10) days of the date that Landlord and Tenant receive such appraisals. Ail appraisers preparing such appraisals shall be licensed MAI or SREA appraisers who shall have at least five (5) years continuous experience in the business of appraising commercial real property in the market area of the Building. The appraisers shall make their determination in writing and shall give notice to Landlord and Tenant of the determination as soon as practicable. If three (3) appraisers are used pursuant to this paragraph, the concurrence of any two (2) of said appraisers shall be binding and conclusive. Otherwise, the mean average of the two appraisals closest to one another shall be the Fair Market Value Rate: Each party shall pay its own counsel fees and expenses of any appraisal, including the expenses and fees of any appraiser selected by it or to be 27 selected byit in accordance with the provisions hereof, and the parties shall share equally all expenses and fees of the third appraiser. In no event shall the Rent payable under this Lease be less than the Rent payable hereunder immediately prior to the commencement of such renewal term. In the event the Rent payable under this Lease increases during either renewal term above the amount of Rent payable immediately prior to the commencement of such renewal term, then, at any time prior to the expiration of thirty (30) days after the receipt by Tenant of written notice setting forth the amount of Rent payable by Tenant during such renewal term, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord. In the event of any such termination, Tenant shall vacate the Premises upon the expiration of the Term or of the renewal term, as applicable. 28 EXHIBIT C SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT (hereinafter called "Agreement"), made as of this _ day of , 1999, by and between a , with offices at (hereinafter called "Mortgagee") and BANK ONE, COLORADO, NATIONAL ASSOCIATION, a national banking association, with its principal place of business at 201 North Central Avenue, Phoenix, Arizona, 85004 (hereinafter called "Tenant"). WITNESSETH: WHEREAS, Mortgagee is the present owner of a note secured, in part, by the lien of a Deed of Trust recorded or to be recorded in the official records of the County of , State of Colorado (together with all advances, increases, amendments or consolidations, the "Mortgage") covering a parcel of land owned by , a (hereinafter called "Borrower/Landlord") and described on Exhibit A attached hereto and made a part hereof, together with the Improvements now or hereafter erected thereon (said parcel of land and Improvements thereon being hereinafter called the "Mortgaged Property"); and WHEREAS, by a certain Lease entered into between Landlord and Tenant dated as of the day of , 1999 (hereinafter called the "Lease"), Landlord leased to Tenant a portion of the Mortgaged Property; and WHEREAS, a copy of the Lease has been delivered to Mortgagee, the receipt of which is hereby acknowledged; and WHEREAS, Tenant desires to protect its interest in the Lease against the risk of termination by foreclosure of the Mortgage; and WHEREAS, the parties hereto desire to effect the subordination of the Lease to the lien of the Mortgage and to provide for the non -disturbance of Tenant by Mortgagee. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto intending to be legally bound hereby agree as follows: 1. Mortgagee hereby consents to the Lease. 2. This Agreement constitutes notice to Landlord and Tenant of the Mortgage and, upon receipt of notice from Lender, Tenant will pay all rent, additional rent and other sums payable by Tenant under the Lease (the "Rent") as and when due under the Lease to Lender and such payments will be credited against the Rent due under the Lease. 3. Tenant covenants and agrees with Mortgagee that the Lease hereby is made and shall continue hereafter to be subject and subordinate to the lien of the Mortgage (as the same may be 29 modified and extended), without regard to the order of priority of recording the Mortgage subject, however, to the provisions of this agreement. 4. Mortgagee agrees that so long as the Lease shall be in full force and effect: (a) Tenant shall not be named or joined as a party, defendant or otherwise, in any suit, action or proceeding for the foreclosure of the Mortgage or to enforce any rights under the Mortgage or the bond or note or other obligation secured thereby. (b) The possession by Tenant of the Mortgaged Property and Tenant's rights thereto shall not be disturbed, affected or impaired by, nor will the Lease or the term thereof be terminated or otherwise affected by (I) any suit, action or proceeding upon the Mortgage or the bond or note or other obligation secured thereby, or the foreclosure of the Mortgage or enforcement of any rights under the Mortgage or any other documents held by the Mortgagee, or by any judicial sale or execution or other sale of the Mortgaged Property, or by any deed given in lieu of foreclosure, or by the exercise of any other rights given to the Mortgagee by any other documents or as a matter of law, or (ii) any default under the Mortgage or the bond or note or other obligation secured thereby. (c) All condemnation awards and insurance proceeds paid or payable with respect to the portion of the Mortgaged Property which is subject the Lease shall be applied and paid in the manner set forth in the Lease. (d) Neither the Mortgage nor any other security instrument executed in connection therewith shall cover or be construed as subjecting in any manner to the lien thereof any stock -in -trade, merchandise, trade fixtures, equipment, shelving, display cases, signs or other personal property at any time furnished or installed by Tenant or its subtenants or licensees on the aforementioned property regardless of the manner or mode of attachment thereto. 5. If the interests of the Landlord are transferred to the Mortgagee, its nominee or any purchaser of the Mortgaged Property (a "Successor") pursuant to a foreclosure. the exercise of a power of sale, a deed in lieu of foreclosure or the exercise of any other right of the Mortgagee under the Mortgage, the Tenant will attom to the Successor and the Lease will continue in accordance with its terms between the Tenant and the Successor without the necessity for executing any new lease as a direct lease between Tenant and the Successor, provided that: (a) the Successor will not have any responsibility or liability for any act or omission of any prior lessor (including the Landlord) occurring prior to such Successor obtaining the Mortgagor's interest in the Mortgaged Property or occurring after the Successor no longer is the holder of the Landlord's interest in the Mortgaged Property nor will the Successor be subject to any offsets or defenses which the Tenant may have with respect to the Lease or the Mortgagor arising prior to the Successor obtaining the Mortgagor's interest in the Mortgaged Property. Nothing in this Agreement, however, shall relieve any Successor of the obligation under the Lease to cure ally default by the Landlord which is,subsisting when such Successor acquires the Landlord's interest in the Mortgaged Property; and (b) The Successor shall be bound to Tenant under all of the terms, convenants and provisions of the Lease for the remainder of the term thereof (including the renewal periods, if Tenant elects or has elected to exercise its options to extend the term) which the Successor agrees to assume and perform. 30 6. Tenant shall, upon request of the Mortgagee, provide to Mortgagee a statement in writing certifying the following: (a) The copy of the Lease delivered to Mortgagee is a true and correct copy of the lease entered into by and between Landlord and Tenant. (b) The Lease evidences the valid, binding, enforceable obligations of the undersigned and is presently in full force and effect and unmodified except as set forth in the attachments thereto. (c) No rent under the Lease has been paid more than thirty (30) days in advance of its due date. (d) As of this date, there are no charges, liens or claims of offset under the Lease or otherwise against rents or other amounts due or to become due to Landlord thereunder. (e) As of this date, to the best of Tenant's knowledge, neither Landlord nor Tenant is in default under any of the terms or provisions of the Lease. (I) Tenant is not involved in any bankruptcy, reorganization, arrangement or insolvency proceedings. (g) Tenant understands and agrees that Mortgagee will rely on this certificate in providing financing to Landlord. 7. This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective personal representatives, successors and assigns and, without limiting such, this Agreement shall specifically be binding upon any purchaser of the Mortgaged Property at a sale held pursuant to the foreclosure of the Mortgage or any extension or replacement thereof. 8. This Agreement contains the entire agreement between the parties and cannot be changed, modified, waived or cancelled except by an agreement in writing executed by the party against whom enforcement of such modification, change, waiver or cancellation is sought. 9. This Agreement and the covenants herein contained arc intended to run with and bind all lands affected thereby so long as the Lease shall be in full force and effect. 10. This Agreement will be governed by and will be construed in accordance with the laws of the state or commonwealth in which the Mortgaged Property is located. I t . Lender and Tenant waive trial by jury in any proceeding brought by, or counterclaim asserted by, Lender or Tenant relating to this Agreement. 12. All notices, requests or consents required or permitted to be given under this Agreement must be in writing and sent by certified mail, return receipt requested for by nationally recognized overnight delivery service providing evidence of the date of delivery, with all charges prepaid, addressed to the appropriate party at the address set forth above. 31 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. MORTGAGEE: a, By: Name: Title: STATE OF ) ss: COUNTY OF On this date personally appeared before me, the undersigned, a Notary Public in and for said State, , known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument dated , 1999, as a of , a , and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. WITNESS my hand and official seat on this _ day of , 1999. My Commission Expires: Notary Public TENANT: BANK ONE, COLORADO, NATIONAL ASSOCIATION a national banking association By: Name: Title: STATE OF ) ) ss: . COUNTY OF ) On this date personally appeared before me, the undersigned, a Notary Public in and for said State, , known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument dated , 1999, as a of , a , and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. WITNESS my hand and official seal on this - day of , 1999. My Commission Expires: Notary Public 32 CONSENT a (the "Borrower/Landlord"), hereby consent to the execution of the above Subordination, Recognition and Non -Disturbance Agreement between , a (the "Mortgagee"), and Bank One, Colorado, National Association, and agree that the execution and delivery of such Agreement in no way will affect any of the obligations and liabilities of the Borrower to the Mortgagee or constitute a waiver of any right, privilege or remedy of the Mortgagee under the Mortgage. a, By: Name: Title: STATE OF ) ss: COUNTY OF On this date personally appeared before me, the undersigned, a Notary Public in and for said State, , known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument dated , 1999, as a of , a , and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. WITNESS my hand and official seal on this _ day of , 1999. My Commission Expires: Notary Public 33 EXHIBIT D ON -SITE PARKING DIAGRAM [See attached] 34 ->„\\\\\N\\r 15 t6' s1.�u.xu.Ar�d E 2 2d ( r2 caHtac.2 S0O'O5138"E 115.711 ":� *i b� 8771 A IENUE ... _ OW —Pt.) tPPROX 3 —PARKING ,,ACCS PAtnm+c .crs x., Hello