Exhibit 10.13


 


STADIUM
TOWERS PLAZA


2400 East Katella
Avenue


Anaheim,
California


 


 


OFFICE
LEASE AGREEMENT


 


BETWEEN


 


CA-STADIUM
TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership


(“LANDLORD”)


 


AND


 


PREMIER
COMMERCIAL BANK, N.A.


(“TENANT”)


 

















 


OFFICE
LEASE AGREEMENT


 


THIS OFFICE LEASE AGREEMENT
(the “Lease”) is made and entered into as of
the 2nd day of June, 2003, by
and between CA-STADIUM TOWERS LIMITED PARTNERSHIP,
a Delaware limited partnership (“Landlord”)
and PREMIER COMMERCIAL BANK, N.A. (“Tenant”).
The following exhibits and attachments are incorporated into and made a part of
the Lease: Exhibit A (Outline and
Location of Premises A), Exhibit A-1
(Outline and Location of Premises B), Exhibit B
(Expenses and Taxes), Exhibit C
(Work Letter), Exhibit D (Commencement
Letter), Exhibit E (Building Rules and
Regulations), Exhibit F (Additional
Provisions), Exhibit G (Parking
Agreement), and Exhibit H (Asbestos
Notification).


 


1.                                      Basic
Lease Information.


 


1.01                           “Building” shall mean the building located at 2400 East Katella
Avenue, Anaheim, California, commonly known as Stadium Towers Plaza. “Rentable Square Footage of the Building” is deemed to be 255,265 square feet.


 


1.02                           “Premises A” shall mean the area shown on Exhibit A to this Lease. Premises A is located on the 4th floor and known as Suite No. 450.
“Premises B” shall mean the area shown
on Exhibit A-1 to this Lease. Premises B is located on the 6th floor and known as Suite No. 655. Premises A and
Premises B are collectively referred to as the “Premises”.
If the Premises include one or more floors in their entirety, all corridors and
restroom facilities located on such full floor(s) shall be considered part of
the Premises. The “Rentable Square Footage
of the Premises A” is deemed to be 2,781
square feet. The “Rentable Square Footage of the Premises B”
is deemed to be 1,232 square feet. The Rentable
Square Footage of the Premises A and the Rentable Square Footage of the
Premises B are collectively referred to as the “Rentable
Square Footage of the Premises”. The Rentable
Square Footage of the Premises is deemed to be 4,013 square
feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage
of the Building and the Rentable Square Footage of the Premises are correct.


 


1.03                           “Base Rent for Premises A”:


 


	
  Term

  	
   

  	
  Annual Rate

  Per Square Foot

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Months 1
  through 65

  	
   

  	
  $

  	
  22.80

  	
   

  	
  $

  	
  5,283.90

  	
   

  
								



 


“Base Rent
for Premises B”:


 


	
  Term

  	
   

  	
  Annual Rate

  Per Square Foot

  	
   

  	
  Monthly

  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Months 1
  through 65

  	
   

  	
  $

  	
  22.20

  	
   

  	
  $

  	
  2,279.20

  	
   

  
								



 


1.04                           “Tenant’s Pro Rata Share for Premises A”: 1.0895%. “Tenant’s Pro Rata
Share for Premises B”: 0.4828%. Tenant’s Pro Rata Share for Premises
A and Tenant’s Pro Rata Share for Premises B are collectively referred to as “Tenant’s Pro Rata Share”.


 


1.05                           “Base Year” for Taxes (defined in Exhibit B):
2003; “Base Year” for Expenses (defined in Exhibit B): 2003.


 


1.06                           “Term”: A period of 65 months. Subject to Section 3,
the Term shall commence on July 1, 2003 (the “Commencement
Date”) and, unless terminated early in accordance with this Lease,
end on November 30, 2008 (the “Termination Date”).


 


1.07                           Allowance(s):
INTENTIONALLY OMITTED.


 


1.08                           “Security Deposit”: $7, 563.10, as
more fully described in Section 6.


 


1.09                           “Guarantor(s)”: shall mean any party that agrees in writing
to guarantee the Lease. As of the date first written above, there are no
Guarantors(s).


 


1.10                           “Broker(s)”: INTENTIONALLY OMITTED.


 


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1.11                           “Permitted Use”: general office use.


 


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1.12                           “Notice Address(es)”:


 


	
  Landlord:

  	
   

  	
  Tenant:

  
	
  CA-STADIUM TOWERS LIMITED

  	
   

  	
  PREMIER COMMERCIAL BANK

  
	
  PARTNERSHIP

  	
   

  	
   

  
	
  c/o Equity Office

  	
   

  	
   

  
	
  2400 East Katella Avenue

  	
   

  	
   

  
	
  Suite 680

  	
   

  	
   

  
	
  Anaheim, CA 92806

  	
   

  	
   

  
	
  Attention: Building Manager

  	
   

  	
   

  



 


A copy of any
notices to Landlord shall be sent to Equity Office. Two North Riverside Plaza, Suite 2100,
Chicago IL, 60606, Attn: Los Angeles Regional Counsel.


 


1.13                           “Business Day(s)” are Monday through Friday of each week,
exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day (“Holidays”).
Landlord may designate additional Holidays that are commonly recognized by
other office buildings in the area where the Building is located. “Building Service Hours” are 8:00 a.m. to 5:00 p.m.
on Business Days and 7:00 a.m. to 1:00 p.m. on Saturdays.


 


1.14                           “Landlord Work” means the work that Landlord is obligated to
perform in the Premises pursuant to a separate agreement (the “Work Letter”) attached to this Lease as Exhibit C.


 


1.15                           “Property” means the Building and the parcel(s) of land on
which it is located and, at Landlord’s discretion, the parking facilities and
other improvements, if any, serving the Building and the parcel(s) of land on
which they are located.


 


2.                                      Lease
Grant.


 


The Premises
are hereby leased to Tenant from Landlord, together with the right to use any
portions of the Property that are designated by Landlord for the common use of
tenants and others (the “Common Areas”).


 


3.                                      Adjustment
of Commencement Date; Possession.


 


3.01 If
Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the
date set forth in Section 1.06 as the Commencement Date shall instead be
defined as the “Target Commencement Date”; (b) the
actual Commencement Date shall be the date on which the Landlord Work is
Substantially Complete (defined below); and (c) the Termination Date will
be the last day of the Term as determined based upon the actual Commencement Date.
Landlord’s failure to Substantially Complete the Landlord Work by the Target
Commencement Date shall not be a default by Landlord or otherwise render
Landlord liable for damages. Promptly after the determination of the
Commencement Date, Landlord and Tenant shall enter into a commencement letter
agreement in the form attached as Exhibit D.
If the Termination Date does not fall on the last day of a calendar month,
Landlord and Tenant may elect to adjust the Termination Date to the last day of
the calendar month in which Termination Date occurs by the mutual execution of
a commencement letter agreement setting forth such adjusted date. The Landlord
Work shall be deemed to be “Substantially Complete” on
the date that all Landlord Work has been performed, other than any details of
construction, mechanical adjustment or any other similar matter, the
non-completion of which does not materially interfere with Tenant’s use of the
Premises. If Landlord is delayed in the performance of the Landlord Work as a
result of the acts or omissions of Tenant, the Tenant Related Parties (defined
in Section 13) or their respective contractors or vendors, including,
without limitation, changes requested by Tenant to approved plans. Tenant’s
failure to comply with any of its obligations under this Lease, or the
specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be
Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Landlord Work absent any Tenant Delay.


 


3.02 Subject
to Landlord’s obligation, if any, to perform Landlord Work, the Premises are
accepted by Tenant in “as is” condition and configuration without any
representations or warranties by Landlord. By taking possession of the
Premises, Tenant agrees that the Premises are in good order and satisfactory
condition. Landlord shall not be liable for a failure to deliver possession of
the Premises or any other space due to the holdover or unlawful possession of such
space by another party, however Landlord shall use reasonable efforts to obtain
possession of the space. The commencement date for the space, in such event,
shall be postponed until the date Landlord delivers possession of the Premises
to Tenant free from occupancy by any party. If Tenant takes possession of the
Premises before the


 


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Commencement Date, such possession shall be
subject to the terms and conditions of this Lease and Tenant shall pay Rent
(defined in Section 4.01) to Landlord for each day of possession before
the Commencement Date. However, except for the cost of services requested by
Tenant (e.g. freight elevator usage). Tenant shall not be required to pay Rent
for any days of possession before the Commencement Date during which Tenant,
with the approval of Landlord, is in possession of the Premises for the sole
purpose of performing improvements or installing furniture, equipment or other
personal property.


 


4.                                      Rent.


 


4.01 Tenant
shall pay Landlord, without any setoff or deduction, unless expressly set forth
in this Lease, all Base Rent and Additional Rent due for the Term (collectively
referred to as “Rent”). “Additional
Rent” means all sums (exclusive of Base Rent) that Tenant is
required to pay Landlord under this Lease. Tenant shall pay and be liable for
all rental, sales and use taxes (but excluding income taxes), if any, imposed
upon or measured by Rent. Base Rent and recurring monthly charges of Additional
Rent shall be due and payable in advance on the first day of each calendar
month without notice or demand, provided that the installment of Base Rent for
the first full calendar month of the Term, and the first monthly installment of
Additional Rent for Expenses and Taxes, shall be payable upon the execution of
this Lease by Tenant. All other items of Rent shall be due and payable by
Tenant on or before 30 days after billing by Landlord. Rent shall be made
payable to the entity, and sent to the address, Landlord designates and shall
be made by good and sufficient check or by other means acceptable to Landlord.
Tenant shall pay Landlord an administration fee equal to 5% of all past due
Rent, provided that Tenant shall be entitled to a grace period of 5 days for
the first 2 late payments of Rent in a calendar year. In addition, past due
Rent shall accrue interest at 12% per annum. Landlord’s acceptance of less than
the correct amount of Rent shall be considered a payment on account of the
earliest Rent due. Rent for any partial month during the Term shall be
prorated. No endorsement or statement on a check or letter accompanying payment
shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent
is independent of every other covenant in this Lease.


 


4.02 Tenant
shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit B of this Lease.


 


5.                                      Compliance
with Laws; Use.


 


The Premises
shall be used for the Permitted Use and for no other use whatsoever. Tenant
shall comply with all statutes, codes, ordinances, orders, rules and
regulations of any municipal or governmental entity whether in effect now or
later, including the Americans with Disabilities Act (“Law(s)”),
regarding the operation of Tenant’s business and the use, condition,
configuration and occupancy of the Premises. In addition, Tenant shall, at its
sole cost and expense, promptly comply with any Laws that relate to the “Base
Building” (defined below), but only to the extent such obligations are
triggered by Tenant’s use of the Premises, other than for general office use,
or Alterations or improvements in the Premises performed or requested by
Tenant. “Base Building” shall include the
structural portions of the Building, the public restrooms and the Building
mechanical, electrical and plumbing systems and equipment located in the
internal core of the Building on the floor or floors on which the Premises are
located. Tenant shall promptly provide Landlord with copies of any notices it
receives regarding an alleged violation of Law. Tenant shall comply with the rules and
regulations of the Building attached as Exhibit E
and such other reasonable rules and regulations adopted by Landlord from
time to time, including rules and regulations for the performance of
Alterations (defined in Section 9).


 


6.                                      Security
Deposit.


 


The Security
Deposit shall be delivered to Landlord upon the execution of this Lease by
Tenant and held by Landlord without liability for interest (unless required by
Law) as security for the performance of Tenant’s obligations. The Security
Deposit is not an advance payment of Rent or a measure of damages, Landlord may
use all or a portion of the Security Deposit to satisfy past due Rent or to
cure any Default (defined in Section 18) by Tenant. If Landlord uses any
portion of the Security Deposit, Tenant shall, within 5 days after demand,
restore the Security Deposit to its original amount. Landlord shall return any
unapplied portion of the Security Deposit to Tenant within 45 days after the
later to occur of: (a) determination of the final Rent due from Tenant; or
(b) the later to occur of the Termination Date or the date Tenant
surrenders the Premises to Landlord in compliance with Section 25.
Landlord may assign the Security Deposit to a successor or transferee and,
following the assignment, Landlord shall have no further liability for the
return of the Security Deposit. Landlord shall not be required to keep the
Security Deposit separate from its other accounts. Tenant hereby waives the
provisions of Section 1950.7 of the California Civil Code, or any similar
or successor Laws now or hereinafter in effect.


 


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7.                                      Building
Services.


 


7.01 Landlord
shall furnish Tenant with the following services: (a) water for use in the
Base Building lavatories; (b) customary heat and air conditioning in
season during Building Service Hours. Tenant shall have the right to receive
HVAC service during hours other than Building Service Hours by paying Landlord’s
then standard charge for additional HVAC service and providing such prior
notice as is reasonably specified by Landlord; (c) standard janitorial
service on Business Days; (d) Elevator service; (e) Electricity in
accordance with the terms and conditions in Section 7.02; and (f) such
other services as Landlord reasonably determines are necessary or appropriate
for the Property.


 


7.02
Electricity used by Tenant in the Premises shall, at Landlord’s option, be paid
for by Tenant either: (a) through inclusion in Expenses (except as
provided for excess usage); (b) by a separate charge payable by Tenant to
Landlord; or (c) by separate charge billed by the applicable utility
company and payable directly by Tenant. Without the consent of Landlord, Tenant’s
use of electrical service shall not exceed, either in voltage, rated capacity,
use beyond Building Service Hours or overall load, that which Landlord
reasonably deems to be standard for the Building. Landlord shall have the right
to measure electrical usage by commonly accepted methods. If it is determined
that Tenant is using excess electricity, Tenant shall pay Landlord for the cost
of such excess electrical usage as Additional Rent.


 


7.03 Landlord’s
failure to furnish, or any interruption, diminishment or termination of
services due to the application of Laws, the failure of any equipment, the
performance of repairs, improvements or alterations, utility interruptions or
the occurrence of an event of Force Majeure (defined in Section 26.03)
(collectively a “Service Failure”) shall not
render Landlord liable to Tenant, constitute a constructive eviction of Tenant,
give rise to an abatement of Rent, nor relieve Tenant from the obligation to
fulfill any covenant or agreement. However, if the Premises, or a material
portion of the Premises, are made untenantable for a period in excess of 3
consecutive Business Days as a result of a Service Failure that is reasonably
within the control of Landlord to correct, then Tenant, as its sole remedy,
shall be entitled to receive an abatement of Rent payable hereunder during the
period beginning on the 4th consecutive Business Day of the Service
Failure and ending on the day the service has been restored. If the entire
Premises have not been rendered untenantable by the Service Failure, the amount
of abatement shall be equitably prorated.


 


8.                                      Leasehold
Improvements.


 


All improvements
in and to the Premises, including any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at
the end of the Term without compensation to Tenant. Landlord, however, by
written notice to Tenant at least 30 days prior to the Termination Date, may
require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01)
installed by or for the benefit of Tenant, and (b) any Landlord Work or
Alterations that, in Landlord’s reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (collectively
referred to as “Required Removables”). Required
Removables shall include, without limitation, internal stairways, raised
floors, personal baths and showers, vaults, rolling file systems and structural
alterations and modifications. The designated Required Removables shall be
removed by Tenant before the Termination Date. Tenant shall repair damage
caused by the installation or removal of Required Removables. If Tenant fails
to perform its obligations in a timely manner, Landlord may perform such work
at Tenant’s expense. Tenant, at the time it requests approval for a proposed
Alteration, may request in writing that Landlord advise Tenant whether the
Alteration or any portion of the Alteration is a Required Removable. Within 10
days after receipt of Tenant’s request, Landlord shall advise Tenant in writing
as to which portions of the Alteration are Required Removables.


 


9.                                      Repairs
and Alterations.


 


9.01 Tenant shall
periodically inspect the Premises to identify any conditions that are dangerous
or in need of maintenance or repair. Tenant shall promptly provide Landlord
with notice of any such conditions. Tenant shall, at its sole cost and expense,
perform all maintenance and repairs to the Premises that are not Landlord’s
express responsibility under this Lease, and keep the Premises in good
condition and repair, reasonable wear and tear excepted. Tenant’s repair and
maintenance obligations include, without limitation, repairs to: (a) floor
covering; (b) interior partitions; (c) doors; (d) the interior
side of demising walls; (e) electronic, phone and data cabling and related
equipment that is installed by or for the exclusive benefit of Tenant
(collectively, “Cable”); (f) supplemental
air conditioning units, kitchens, including hot water heaters, plumbing, and
similar facilities exclusively serving Tenant; and (g) Alterations. To the
extent Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse
Landlord for the cost of repairing damage to the Building caused by the acts of
Tenant. Tenant Related Parties and their respective contractors and vendors. If
Tenant fails to make any repairs to the Premises for more than 15 days after
notice from Landlord (although notice shall not be required in an emergency),
Landlord may make the repairs, and Tenant shall pay the reasonable cost of the
repairs, together with an administrative charge in an amount equal to 10% of
the cost of the repairs.


 


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9.02 Landlord
shall keep and maintain in good repair and working order and perform
maintenance upon the: (a) structural elements of the Building; (b) mechanical
(including HVAC), electrical, plumbing and fire/life safety systems serving the
Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior
windows of the Building; and (f) elevators serving the Building. Landlord
shall promptly make repairs for which Landlord is responsible. Tenant hereby
waives any and all rights under and benefits of subsection 1 of Section 1932,
and Sections 1941 and 1942 of the California Civil Code, or any similar or
successor Laws now or hereinafter in effect.


 


9.03 Tenant
shall not make alterations, repairs, additions or improvements or install any
Cable (collectively referred to as “Alterations”)
without first obtaining the written consent of Landlord in each instance, which
consent shall not be unreasonably withheld or delayed. However, Landlord’s
consent shall not be required for any Alteration that satisfies all of the
following criteria (a “Cosmetic Alteration”):
(a) is of a cosmetic nature such as painting, wallpapering, hanging
pictures and installing carpeting; (b) is not visible from the exterior of
the Premises or Building; (c) will not affect the Base Building; and (d) does
not require work to be performed inside the walls or above the ceiling of the
Premises. Cosmetic Alterations shall be subject to all the other provisions of
this Section 9.03. Prior to starting work, Tenant shall furnish Landlord
with plans and specifications; names of contractors reasonably acceptable to
Landlord (provided that Landlord may designate specific contractors with
respect to Base Building); required permits and approvals; evidence of
contractor’s and subcontractor’s insurance in amounts reasonably required by
Landlord and naming Landlord as an additional insured; and any security for performance
in amounts reasonably required by Landlord. Changes to the plans and
specifications must also be submitted to Landlord for its approval. Alterations
shall be constructed in a good and workmanlike manner using materials of a
quality reasonably approved by Landlord. Tenant shall reimburse Landlord for
any sums paid by Landlord for third party examination of Tenant’s plans for
non-Cosmetic Alterations. In addition, Tenant shall pay Landlord a fee for
Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to
10% of the cost of the Alterations. Upon completion, Tenant shall furnish “as-built”
plans for non-Cosmetic Alterations, completion affidavits and full and final
waivers of lien. Landlord’s approval of an Alteration shall not be deemed a
representation by Landlord that the Alteration complies with Law.


 


10.                               Entry
by Landlord.


 


Landlord may
enter the Premises to inspect, show or clean the Premises or to perform or
facilitate the performance of repairs, alterations or additions to the Premises
or any portion of the Building. Except in emergencies or to provide Building
services, Landlord shall provide Tenant with reasonable prior verbal notice of
entry and shall use reasonable efforts to minimize any interference with Tenant’s
use of the Premises. If reasonably necessary, Landlord may temporarily close
all or a portion of the Premises to perform repairs, alterations and additions.
However, except in emergencies, Landlord will not close the Premises if the
work can reasonably be completed on weekends and after Building Service Hours.
Entry by Landlord shall not constitute a constructive eviction or entitle
Tenant to an abatement or reduction of Rent.


 


11.                               Assignment
and Subletting.


 


11.01 Except
in connection with a Permitted Transfer (defined in Section 11.04), Tenant
shall not assign, sublease, transfer or encumber any interest in this Lease or
allow any third party to use any portion of the Premises (collectively or
individually, a “Transfer”) without the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed if Landlord does not exercise its recapture rights under
Section 11.02. If the entity which controls the voting shares/rights of
Tenant changes at any time, such change of ownership or control shall
constitute a Transfer unless Tenant is an entity whose outstanding stock is
listed on a recognized securities exchange or if at least 80% of its voting
stock is owned by another entity, the voting stock of which is so listed. Tenant
hereby waives the provisions of Section 1995.310 of the California Civil
Code, or any similar or successor Laws, now or hereinafter in effect, and all
other remedies, including, without limitation, any right at law or equity to
terminate this Lease, on its own behalf and, to the extent permitted under all
applicable Laws, on behalf of the proposed transferee. Any attempted Transfer
in violation of this Section is voidable by Landlord. In no event shall
any Transfer, including a Permitted Transfer, release or relieve Tenant from
any obligation under this Lease.


 


11.02 Tenant
shall provide Landlord with financial statements for the proposed transferee, a
fully executed copy of the proposed assignment, sublease or other Transfer
documentation and such other information as Landlord may reasonably request.
Within 15 Business Days after receipt of the required information and
documentation, Landlord shall either: (a) consent to the Transfer by
execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably
refuse to consent to the Transfer in writing; or (c) in the event of an
assignment of this Lease or subletting of more than 20% of the Rentable Area of
the Premises for more than 50% of the remaining Term (excluding unexercised
options), recapture the portion of the Premises that Tenant is proposing to
Transfer. If Landlord exercises its right to recapture, this Lease shall
automatically be amended (or terminated if the entire


 


6

















 


Premises is being assigned or sublet) to
delete the applicable portion of the Premises effective on the proposed
effective date of the Transfer. Tenant shall pay Landlord a review fee of
$1,500.00 for Landlord’s review of any Permitted Transfer or requested Transfer.


 


11.03 Tenant
shall pay Landlord 50% of all rent and other consideration which Tenant
receives as a result of a Transfer that is in excess of the Rent payable to
Landlord for the portion of the Premises and Term covered by the Transfer.
Tenant shall pay Landlord for Landlord’s share of the excess within 30 days
after Tenant’s receipt of the excess. Tenant may deduct from the excess, on a
straight-line basis, all reasonable and customary expenses directly incurred by
Tenant attributable to the Transfer. If Tenant is in Default, Landlord may
require that all sublease payments be made directly to Landlord, in which case
Tenant shall receive a credit against Rent in the amount of Tenant’s share of
payments received by Landlord.


 


11.04 Tenant
may assign this Lease to a successor to Tenant by purchase, merger,
consolidation or reorganization (an “Ownership Change”)
or assign this Lease or sublet all or a portion of the Premises to an Affiliate
without the consent of Landlord, provided that all of the following conditions
are satisfied (a “Permitted Transfer”): (a) Tenant
is not in Default; (b) in the event of an Ownership Change, Tenant’s
successor shall own substantially all of the assets of Tenant and have a net
worth which is at least equal to Tenant’s net worth as of the day prior to the
proposed Ownership Change; (c) the Permitted Use does not allow the
Premises to be used for retail purposes; and (d) Tenant shall give
Landlord written notice at least 15 Business Days prior to the effective date
of the Permitted Transfer. Tenant’s notice to Landlord shall include
information and documentation evidencing the Permitted Transfer and showing
that each of the above conditions has been satisfied. If requested by Landlord,
Tenant’s successor shall sign a commercially reasonable form of assumption
agreement. “Affiliate” shall mean an entity
controlled by, controlling or under common control with Tenant.


 


12.                               Liens.


 


Tenant shall
not permit mechanics’ or other liens to be placed upon the Property, Premises
or Tenant’s leasehold interest in connection with any work or service done or
purportedly done by or for the benefit of Tenant or its transferees. Tenant
shall give Landlord notice at least 15 days prior to the commencement of any
work in the Premises to afford Landlord the opportunity, where applicable, to
post and record notices of non-responsibility. Tenant, within 10 days of notice
from Landlord, shall fully discharge any lien by settlement, by bonding or by
insuring over the lien in the manner prescribed by the applicable lien Law. If
Tenant fails to do so, Landlord may bond, insure over or otherwise discharge
the lien. Tenant shall reimburse Landlord for any amount paid by Landlord,
including, without limitation, reasonable attorneys’ fees.


 


13.                               Indemnity
and Waiver of Claims.


 


Tenant hereby
waives all claims against and releases Landlord and its trustees, members,
principals, beneficiaries, partners, officers, directors, employees, Mortgagees
(defined in Section 23) and agents (the “Landlord
Related Parties”) from all claims for any injury to or death of
persons, damage to property or business loss in any manner related to (a) Force
Majeure, (b) acts of third parties, (c) the bursting or leaking of
any tank, water closet, drain or other pipe, (d) the inadequacy or failure
of any security services, personnel or equipment, or (e) any matter not
within the reasonable control of Landlord. Except to the extent caused by the
negligence or willful misconduct of Landlord or any Landlord Related Parties,
Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties
harmless against and from all liabilities, obligations, damages, penalties,
claims, actions, costs, charges and expenses, including, without limitation,
reasonable attorneys’ fees and other professional fees (if and to the extent
permitted by Law) (collectively referred to as “Losses”),
which may be imposed upon, incurred by or asserted against Landlord or any of
the Landlord Related Parties by any third party and arising out of or in
connection with any damage or injury occurring in the Premises or any acts or
omissions (including violations of Law) of Tenant, the Tenant Related Parties
or any of Tenant’s transferees, contractors or licensees. Except to the extent
caused by the negligence or willful misconduct of Tenant or any Tenant Related
Parties, Landlord shall indemnify, defend and hold Tenant, its trustees,
members, principals, beneficiaries, partners, officers, directors, employees
and agents (“Tenant Related Parties”)
harmless against and from all Losses which may be imposed upon, incurred by or
asserted against Tenant or any of the Tenant Related Parties by any third party
and arising out of or in connection with the acts or omissions (including
violations of Law) of Landlord or the Landlord Related Parties.


 


14.                               Insurance.


 


Tenant shall
maintain the following insurance (“Tenant’s Insurance”):
(a) Commercial General Liability Insurance applicable to the Premises and
its appurtenances providing, on an occurrence basis, a minimum combined single limit
of $2,000,000.00; (b) Property/Business Interruption Insurance written on an
All Risk or Special Perils form, with coverage for broad form water damage
including earthquake sprinkler leakage, at replacement cost value and with a
replacement cost endorsement covering all of


 


7

















 


Tenant’s business and trade fixtures, equipment, movable partitions,
furniture, merchandise and other personal property within the premises (“Tenant’s Property”) and any Leasehold improvements
performed by or for the benefit of Tenant; (c) Workers’ Compensation
Insurance in amounts required by Law; and (d) Employers Liability Coverage
of at least $1,000,000,00 per occurrence. Any company writing Tenant’s
Insurance shall have an A.M. Best rating of not less than A-VIII. All
Commercial General Liability Insurance policies shall name as additional
Insureds Landlord (or its successors and assignees), the managing agent for the
Building (or any successor), EOP Operating Limited Partnership, Equity Office
Properties Trust and their respective members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and other designees of
Landlord and its successors as the interest of such designees shall appear. All
policies of Tenant’s insurance shall contain endorsements that the insurer(s)
shall give Landlord and its designees at least 30 days’ advance written notice
of any cancellations, termination, material change or lapse of insurance.
Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s
Insurance prior to the earlier to occur of the Commencement Date or the date
Tenant is provided with possession of the Premises, and thereafter as necessary
to assure that Landlord: always has current certificates evidencing Tenant’s insurance.
So long as the same is available at commercially reasonable rates, Landlord
shall maintain so called All Risk property insurance on the Building at
replacement cost value as reasonable estimated by Landlord.


 


15.                               Subrogation.


 


Landlord and Tenant hereby waive and shall
cause their respective insurance carriers to waive any and all rights of
recovery, claims, actions, or causes of action against the other for any loss
or damage with respect to Tenant’s Property, Leasehold Improvements, the
Building, the Premises, or any contents thereof, including rights, claims,
actions, and causes of action based on negligence, which loss or damage is (or
would have been, had the insurance required by this Lease been carried) covered
by insurance.


 


16.                               Casualty
Damage.


 


16.01 
If all or any portion of the Premises becomes untenantable by fire or
other casualty to the Premises (collectively a “Casualty”),
Landlord, with reasonable promptness, shall cause a general contractor selected
by Landlord to provide Landlord and Tenant with a written estimate of the
amount of time required using standard working methods to Substantially
Complete the repair and restoration of the Premises and any Common Areas
necessary to provide access to the Premises (“Completion
Estimate”). If the Completion Estimate indicates that the Premises
or any Common Areas necessary to provide access to the Premises cannot be made
tenantable within 270 days from the date the repair is started, then either
party shall have the right to terminate this Lease upon written notice to the
other within 10 days after receipt of the Completion Estimate. Tenant, however,
shall not have the right to terminate this Lease if the Casualty was caused by
the negligence or intentional misconduct of Tenant or any Tenant Related
Parties. In addition, Landlord, by notice to Tenant within 90 days after the
date of the Casualty, shall have the right to terminate this Lease if: (1) the
Premises have been materially damaged an there is less than 2 years of the Term
remaining on the date of the Casualty; (2) any Mortgagee requires that the
Insurance proceeds be applied to the payment of the mortgage debt; or (3) a
material uninsured loss to the Building occurs.


 


16.02 
If this Lease is not terminated, Landlord shall promptly and diligently,
subject to reasonable delays for insurance adjustment of other matters beyond
Landlord’s reasonable control, restore the Premises and Common Areas. Such
restoration shall be to substantially the same condition that existed prior to
the Casualty, except for modifications required by Law or any other
modifications to the Common Areas deemed desirable by Landlord. Upon notice
from Landlord, Tenant shall assign to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant’s insurance
with respect to any Leasehold Improvements performed by or for the benefit of
Tenant; provided if the estimated cost to repair such Leasehold Improvements
exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance
carrier, the excess cost of such repairs shall by paid by Tenant to Landlord
prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant
shall also pay Landlord for any additional excess costs that are determined
during the performance of the repairs. Landlord shall not be liable for any inconvenience
to Tenant, or injury to Tenant’s business resulting in any way from the
Casualty or the repair thereof. Provided that Tenant is not in Default, during
any period of time that all or a material portion of the Premises is rendered
untenantable as a results of a Casualty, the Rent shall abate for the portion
of the Premises that is untenantable and not used by Tenant.


 


16.03  The
provisions of this Lease, including this Section 16, constitute an express
agreement between Landlord and Tenant with respect to any and all damage to, or
destruction of, all or any part of the Premises or the Property, and any Laws,
including, without limitation, Sections 1932(2) and 1933(4) of the
California Civil Code, with respect to any rights or obligations concerning
damage or destruction in the absence of an express agreement between the
parties, and any similar or successor Laws now or hereinafter in effect, shall
have no application to this Lease or any damage or destruction to all or any
part of the Premises or the Property.


 


8

















 


17.                               Condemnation.


 


Either party may terminate this Lease if any
material part of the Premises is taken or condemned for any public or
quasi-public use under Law, by eminent domain or private purchase in lieu
thereof (a “Taking”). Landlord shall also
have the right to terminate this Lease if there is a Taking of any portion of
the Building or Property which would have a material adverse effect on Landlord’s
ability to profitable operate the remainder of the Building. The terminating
party shall provide written notice of termination to the other party within 45
days after it first receives notice of the Taking. The termination shall be
effective on the date the physical taking occurs. If this Lease is not
terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately
adjusted to account for any reduction in the square footage of the Building or
Premises. All compensation awarded for a Taking shall be the property of
Landlord. The right to receive compensation or proceeds are expressly waived by
Tenant, however, Tenant may file a separate claim for Tenant’s property and
Tenant’s reasonable relocation expenses, provided the filing of the claim does
not diminish the amount of Landlord’s award. If only a part of the Premises is
subject to a Taking and this Lease is not terminated. Landlord, with reasonable
diligence, will restore the remaining portion of the Premises as nearly as
practicable to the condition immediately prior to the Taking. Tenant hereby
waives any and all rights it might otherwise have pursuant to Section 1265.130
of the California Code of Civil Procedure, or any similar or successor Laws.


 


18.                               Events
of Default.


 


Each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay any portion of
Rent when due, if the failure continues for 3 days after written notice to
Tenant (“Monetary Default”); (b) Tenant’s
failure (other than a Monetary Default) to comply with any term, provision,
condition or covenant of this Lease, if the failure is not cured within 10 days
after written notice to Tenant provided, however, if Tenant’s failure to comply
cannot reasonably be cured within 10 days, Tenant shall be allowed additional
time (not to exceed 60 days) as is reasonable necessary to cure the failure so
long as Tenant begins the cure within 10 days and diligently pursues the cure
to completion; (c) Tenant or any Guarantor becomes insolvent, makes a
transfer in fraud of creditors, makes an assignment for the benefit of
creditors, admits in writing its inability to pay its debts when due or
forfeits or loses its right to conduct business; (d) the leasehold estate
is taken by process or operation of Law; (e) in the case of any ground
floor or retail Tenant, Tenant does not take possession of or abandons or
vacates all or any portion of Premises; or (f) Tenant is in default beyond
any notice and cure period under any other lease or agreement with Landlord at
the Building or Property. If Landlord provides Tenant with notice of Tenant’s
failure to comply with any specific provision of this Lease on 3 separate
occasions during any 12 month period, Tenant’s subsequent violation of such
provision shall, at Landlord’s option, be an Incurable Default by Tenant. All
notices sent under this Section shall be in satisfaction of, and not in
addition to, notices required by Law.


 


19.                               Remedies.


 


19.01 
Upon the occurrences of any Default under this Lease, whether enumerated
in Section 18 or not, Landlord shall have the option to pursue any one or
more of the following remedies without any notice (except as expressly
prescribed herein) or demand whatsoever (and without limiting the generality of
the foregoing, Tenant hereby specifically waives notice and demand for payment
of Rent, or other obligations, except for those notices specifically required
pursuant to the terms of Section 18 or this Section 19, and waives
any and all other notices or demand requirements imposed by applicable law):


 


(a)                                  Terminate
this Lease and Tenant’s right to possession of the Premises and recover from
Tenant an award of damages equal to the sum of the following:


 


(I)                                    The
Worth at the Time of Award of the unpaid Rent which had been earned at the time
of termination;


 


(II)                                The
Worth at the Time of Award of the amount by which the unpaid Rent which would
have been earned after termination until the time of award exceeds the amount
of such Rent loss that Tenant affirmatively proves could have been reasonable
avoided;


 


(III)                            The
Worth at the Time of Award of the amount by which the unpaid Rent for the
balance of the Term after the time of award exceeds the amount of such Rent
loss that Tenant affirmatively proves could be reasonably avoided;


 


(IV)                            Any
other amount necessary to compensate Landlord for all the detriment either
proximately caused by Tenant’s failure to perform Tenant’s obligations under
this Lease or which in the ordinary course of things would be likely to result
therefrom; and


 


9

















 


(V)                                All
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time under applicable law.


 


The “Worth at the Time Award” of
the amount referred to in parts (i) and (ii) above, shall be computed
by allowing interest at the lesser of a per annum rate equal to: (A) the
greatest per annum rate of interest permitted from time to time under
applicable law, or (B) the Prime Rate plus 5%. For Purpose hereof, the “Prime Rate” shall be the per annum interest rate publicly
announced as its prime or base rate by a federally insured bank selected by
Landlord in the State of California. The “Worth at the Time of
Award” of the amount referred to in part (iii), above, shall be
computed by discounting such amount at the discount rate of the Federal reserve
Bank of San Francisco at the time of award plus 1%;


 


(b)                                 Employ
the remedy described in California Civil Code § 1951.4 (Landlord may
continue this Lease in effect after Tenant’s breach and abandonment and recover
Rent as it becomes due, if Tenant has the right to sublet or assign, subject only
to reasonable limitations); or


 


(c)                                  Notwithstanding
Landlord’s exercise of the remedy described in California Civil Code § 1951.4
in respect of an event or events of default, at such time thereafter as
Landlord may elect in writing, to terminate this Lease and Tenant’s right to
possession of the Premises and recover an award of damages as provided above in
Paragraph 19.01(a).


 


19.02                                             The
subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, other than the failure of Tenant to pay the particular Rent so
accepted, regardless of Landlord’s knowledge of such preceding breach at the
time of acceptance of such Rent. No waiver by Landlord of any breach hereof
shall be effective unless such waives is in writing and signed by Landlord.


 


19.03                                             TENANT
HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL
CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL
PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME
TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY
RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY
REASON OF TENANT’S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OR
RELATING TO THIS LEASE.


 


19.04                                             No
right or remedy herein conferred upon or reserved to Landlord is intended to be
exclusive of any other right or remedy, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given
hereunder or now or hereafter existing by agreement, applicable law or in
equity. In addition to other remedies provided in this Lease, Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive relief, or
to a decree compelling performance of any of the covenants, agreements,
conditions or provisions of this Lease, or to any other remedy allowed to
Landlord at law or in equity. Forbearance by Landlord to enforce one or more of
the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default.


 


19.05                                             If
Tenant is in Default of any of its non-monetary obligations under the Lease,
Landlord shall have the right to perform such obligations. Tenant shall
reimburse Landlord for the cost of such performance upon demand together with
an administrative charge equal to 10% of the cost of the work performed by
Landlord.


 


19.06                                             This
Section 19 shall be enforceable to the maximum extent such enforcement is
not prohibited by applicable law, and the unenforceability or any portion
thereof shall not thereby render unenforceable any other portion.


 


20.                               Limitation
of Liability.


 


NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD)
SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE
PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY
IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70%
OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST
IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR
ANY LANDLORD RELATED PARTY, NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY
SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT
SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST
PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGE, BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD.


 


10

















 


TENANT SHALL GIVE LANDLORD AND THE MORTGAGEES(S) WHOM TENANT HAS BEEN
NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND
REASONABLE TIME TO CURE THE ALLEGED DEFAULT.


 


21.                               Relocation.


 


Landlord, at its expense, at any time before
or during the Term, may relocate Tenant from the Premises to space of
reasonably comparable size and utility (“Relocation Space”)
within the Building or adjacent buildings within the same project upon 60 days’
prior written notice to Tenant. From and after the date of the relocation, the
Base Rent and Tenant’s Pro Rata Share shall be adjusted based on the rentable
square footage of the Relocation Space. Landlord shall pay Tenant’s reasonable
costs of relocation, including all costs for moving Tenant’s furniture,
equipment, supplies and other personal property, as well as the cost of
printing and distributing change of address notices to Tenant’s customers and
one month’s supply of stationery showing the new address.


 


22.                               Holding
Over.


 


If Tenant fails to surrender all or any part
of the Premises at the termination of this Lease, occupancy of the Premises
after termination shall be that of a tenancy at sufferance. Tenant’s occupancy
shall be subject to all the terms and provisions of this Lease, and Tenant
shall pay an amount (on a per month basis without reduction for partial months
during the holdover) equal to 150% of the sum of the Base Rent and Additional
Rent due for the period immediately preceding the holdover. No holdover by
Tenant or payment by Tenant after the termination of this Lease shall be
construed to extend the Term or prevent Landlord from immediate recovery of
possession of the Premises by summary proceedings or otherwise. If Landlord is
unable to deliver possession of the Premises to a new tenant or to perform
improvements for a new tenant as a result of Tenant’s holdover and Tenant fails
to vacate the Premises within 15 days after notice from Landlord, Tenant shall
be liable for all damages that Landlord suffers from the holdover.


 


23.                               Subordination
to Mortgages; Estoppel Certificate.


 


Tenant accepts this Lease subject and
subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other
lien(s) now or subsequently arising upon the Premises, the Building or the
Property, and to renewals, modifications, refinancings and extensions thereof
(collectively referred to as a “Mortgage”). The
party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon
request from a Mortgagee, Tenant shall execute a commercially reasonable
subordination agreement in favor of the Mortgagee. As an alternative, a
Mortgagee shall have the right at any time to subordinate its Mortgage to this
Lease. Upon request, Tenant, without charge, shall attorn to any successor to
Landlord’s interest in this Lease. Landlord and Tenant shall each, within 10
days after receipt of a written request from the other, execute and deliver a
commercially reasonable estoppel certificate to those parties as are reasonable
requested by the other (including a Mortgage or prospective purchaser). Without
limitation, such estoppel certificate may include a certification as to the
status of this Lease, the existence of any defaults and the amount of Rent that
is due and payable.


 


24.                               Notice.


 


All demands, approvals, consents or notices
(collectively referred to as a “notice”) shall
be in writing and delivered by hand or sent by registered or certified mail
with return receipt requested or sent by overnight or same day courier service
at the party’s respective Notice Address(es) set forth in Section 1. Each
notice shall be deemed to have been received on the earlier to occur of actual
delivery or the date on which delivery is refused, or, if Tenant has vacated
the Premises or any other Notice Address of Tenant without providing a new
Notice Address, 3 days after notice is deposited in the U.S. mail or with a
courier service in the manner described above. Either party may, at any time,
change its Notice Address (other than to a post office box address) by giving
the other party written notice of the new address.


 


25.                               Surrender
of Premises.


 


At the termination of this Lease or Tenant’s
right of possession, Tenant shall remove Tenant’s Property from the Premises,
and quit and surrender the Premises to Landlord, broom clean, and in good
order, condition and repair, ordinary wear and tear and damage which Landlord
is obligated to repair hereunder excepted. If Tenant falls to remove any of
Tenant’s Property within 2 days after termination of this Lease or Tenant’s
right to possession, Landlord, at Tenant’s sole cost and expense, shall be
entitled (but not obligated) to remove and store Tenant’s property. Landlord shall
not be responsible for the value, preservation or safekeeping of Tenant’s
Property. Tenant shall pay Landlord, upon demand, the expenses and storage
charges incurred. If Tenant fails to remove Tenant’s Property from the Premises
or storage, within 30 days after notice, Landlord may deem all or any part of
Tenant’s Property to be abandoned and title to Tenant’s Property shall vest in
Landlord.


 


11

















 


26.                               Miscellaneous.


 


26.01                                             This
Lease shall be interpreted and enforced in accordance with the Laws of the
State of California and Landlord and Tenant hereby irrevocably consent to the
jurisdiction and proper venue of such state or commonwealth. If any term or
provision of this Lease shall to any extent be void or unenforceable, the
remainder of this Lease shall not be affected. If there is more than one Tenant
or if Tenant is comprised of more than one party or entity, the obligations
imposed upon Tenant shall be joint and several obligations of all the parties
and entities, and requests or demands from any one person or entity comprising
Tenant shall be deemed to have been made by all such persons or entities.
Notices to any one person or entity shall be deemed to have been given to all
persons and entities. Tenant represents and warrants to Landlord that each
individual executing this Lease on behalf of Tenant is authorized to do so on
behalf to Tenant and that Tenant is not, and the entities or individuals
constituting Tenant or which may own or control Tenant or which may be owned or
controlled by Tenant are not, among the individuals or entities identified on
any list compiled pursuant to Executive Order 13224 for the purpose of
identifying suspected terrorists.


 


26.02                                             If
either party institutes a suit against the other for violation of or to enforce
any covenant, term or condition of this Lease, the prevailing party shall be
entitled to all of its costs and expenses, including, without limitation,
reasonable attorneys’ fees. Landlord and Tenant hereby waive any right to trial
by jury in any proceeding based upon a breach of this Lease. Either party’s
failure to declare a default immediately upon its occurrence, or delay in
taking action for a default, shall not constitute a waiver of the default, nor
shall it constitute an estoppel.


 


26.03                                             Whenever
a period of time is prescribed for the taking of an action by Landlord or
Tenant (other than the payment of the Security Deposit or Rent), the period of
time for the performance of such action shall be extended by the number of days
that the performance is actually delayed due to strikes, acts of God, shortages
of labor or materials, war, terrorist acts, civil disturbances and other causes
beyond the reasonable control of the performing party (“Force
Majoure”).


 


26.04                                             Landlord
shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Building and Property. Upon
transfer Landlord shall be released from any further obligations hereunder and
Tenant agrees to look solely to the successor in interest of Landlord for the
performance of such obligations, provided that, any successor pursuant to a
voluntary, third party transfer (but not as part of an involuntary transfer
resulting from a foreclosure or deed in lieu thereof) shall have assumed
Landlord’s obligations under this Lease.


 


26.05                                             Landlord
has delivered a copy of this Lease to Tenant for Tenant’s review only and the
delivery of it does not constitute an offer to Tenant or an option. Tenant
represents that it has dealt directly with and only with the Broker as a broker
in connection with this Lease. Tenant shall indemnity and hold Landlord and the
Landlord Related Parties harmless from all claims of any other brokers claiming
to have represented Tenant in connection with this Lease. Landlord shall
indemnity and hold Tenant and the Tenant Related Parties harmless from all
claims of any brokers claiming to have represented Landlord in connection with
this Lease. Equity Office Properties Management Crop. (“EOPMC”)
is an affiliate to Landlord and represents only the Landlord in this
transaction. Any assistance rendered by any agent or employee of EOPMC in
connection with this Lease or any subsequent amendment or modification hereto
has been or will be made as an accommodation to Tenant solely in furtherance of
consummating the transaction on behalf of Landlord, and not as agent for
Tenant.


 


26.06                                             Time
is of the essence with respect to Tenant’s exercise of any expansion, renewal
or extension rights granted to Tenant. The expiration of the Term, whether by
lapse of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the
expiration or termination of this Lease.


 


26.07                                             Tenant
may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants
and agreements. This covenant shall be binding upon Landlord and its successors
only during its or their respective periods of ownership of the Building.


 


26.08                                             This
Lease does not grant any rights to light or air over or about the Building.
Landlord excepts and reserves exclusively to itself any and all rights not
specifically granted to Tenant under this Lease. This Lease constitutes the
entire agreement between the parties and supersedes all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents. Neither party is relying upon any warranty,
statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by an authorized representative of
Landlord and Tenant.


 


12

















 


Landlord and Tenant have executed this Lease as of the day and year
first above written.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  CA-STADIUM TOWERS LIMITED PARTNERSHIP, a

  
	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  EOM GP, L.L.C., a Delaware limited liability

  company, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Equity Office Management, L.L.C., a

  Delaware limited liability company, its non-

  member manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Mark Valentine

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Mark
  Valentine

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Managing
  Director-Leasing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PREMIER COMMERCIAL BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ash
  Patel

  	
   

  
	
   

  	
  Name: 

  	
  ASH PATEL

  	
   

  
	
   

  	
  Title: 

  	
  PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Viktor R.
  Uehlinger

  	
   

  
	
   

  	
  Name: 

  	
  Viktor R. Uehlinger

  	
   

  
	
   

  	
  Title: 

  	
  SVP &
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33-0976007

  	
   

  
	
   

  	
  Tenant’s Tax ID Number (SSN or FEIN)

  
							



 


13

















 


EXHIBIT A


 


OUTLINE
AND LOCATION OF PREMISES A


 


comprised
or approximately 2,781 rentable square feet described as Suite No. 450
located on the 4th floor of the Building


 





 


1

















 


CONSTRUCTION
NOTES:


 


1                                          CONTRACTOR
AND SUBCONTRACTORS SHALL VISIT THE SITE AND REVIEW EXISTING CONDITIONS PRIOR TO
SUBMITTING ANY BIDS.


 


2                                          CONTRACTOR
SHALL CONTACT LANDLORD 24 HOURS IN ADVANCE FOR APPROVAL TO TURN ANY UTILITY OFF
ON ANY GIVEN DAY.


 


3                                          REPAINT
ENTIRE SUITE ONE COAT OF FINISH PAINT. COLOR TO BE BUILDING STANDARD. NEW WALLS
AND REPAIR WORK SHALL RECEIVE ONE COAT SEALER AND FINISH COATS TO COVER.


 


4                                          CONTRACTOR
SHALL MODIFY SPRINKLER SYSTEM AS REQUIRED PER CODE UPDATE TO BUILDING
STANDARDS.


 


5                                          ONE
LIGHT IN BREAKROOM MAY HAVE TO MOVE WITH THE INSTALLATION OF THE NEW WALL.


 


6                                          REPLACE
ALL DAMAGED CEILING TILES AND REPAIR CEILING GRID AS REQUIRED.


 


7                                          PROVIDE
2’–0”X9’–0” CLEAR TEMPERED WINDOW IN ALUM FRAME TO MATCH BUILDING STANDARD.


 


8                                         PROVIDE
J–BOX IN CEILING AND SWITCH ADJACENT DOOR FOR RECESSED DA–LITE DROP DOWN
SCREEN. DA–LITE BOARDROOM ELECTROL MATTE WHITE 70”X70” SCREEN. SCREEN AND
INSTALLATION TO BE BID AS A TENANT COST. POWER AS PART OF LANDLORD COST.


 


9                                          MOVE
THERMOSTATS ONTO NEW WALLS AT DEMOLITION.


 


10                                  PROVIDE
NEW CARPET AND BASE THROUGH OUT SUITE PER BUILDING STANDARD.


 


11                                    FURNITURE
SHOWN IS FOR REFERENCE ONLY. FURNITURE WILL BE PURCHASED AND INSTALLED BY THE
TENANT. CONTRACTOR SHALL INSTALL POWER DATA WHIPS AND CONNECT TO FURNITURE.


 


12                                    COMBINE
LIGHTS ONTO ONE SWITCH IN ROOM 406.


 


13                                    NEW
WALLS TO BE BUILDING STANDARD 2 1/2 ” X 25 GA. STUDS AT 24” o.c. WITH 5/8”
QYP. BD EACH SIDE. PAINT TO BE BUILDING STANDARD WALLS TO BE BUILT UPTO THE
UNDERSIDE OF THE CEILING GRID.


 


14                                    REMOVE
DOWNLIGHTS OVER RECEPTION DESK AND ADD 2X4 LIGHT TO MATCH EXISTING.


 


15                                    REMOVE
RECEPTION DESK AND SOFFIT AT CEILING, REPAIR CEILING TO A LIKE NEW CONDITION.


 


16                                    DEDICATED
PLUG FOR COPIER.


 


17                                    EXISTING
DOORS AND FRAMES REMOVED REMAIN THE PROPERTY OF THE OWNER.


 


18                                    PROVIDE
NEW POWER AND DATA AS INDICATED WITH A ‘N’ ADJACENT. REMOVE ALL OUTLETS SHOWN
DASHED. PATCH AND REPAIR WALL TO A UNIFORM FINISH. ALL PHONE AND DATA
CABLING SHALL BE BY THE TENANT. THE TENANT IS RESPONSIBLE FOR INSTALLATION OF
ALL FACE PLATES FOR PHONE AND DATA. COLOR TO BE WHITE.


 


19                                    PROVIDE
[ILLEGIBLE] INSULATION 4’–0” EACH SIDE OF CONF. ROOM WALL ADJACENT ROOM 403.
PROVIDE SILICONE SEALANT EACH SIDE OF MULLION AT THE INTERSECTION OF THIS
WALL TO THE WINDOWWALL


 


20                                  PROVIDE
CONV. OUTLET ABOVE CEILING FOR PROJECTOR. PROVIDE PULL STRING FROM THIS BOX IN
WALL FOR CABLE CONNECTION TO PROJECTOR. POWER AS PART OF LANDLORD COST AND
INSTALLATION OF PROJECTOR PART OF TENANTS COST.


 


21                                  CHANGE
THIS OUTLET TO A QUAD OUTLET.


 


22                                  PROVIDE
POWER ABOVE CEILING IN TWO LOCATIONS FOR REMOTE CONTROLLED WINDOW SHADES.
PROVIDE SWITCH ADJACENT DOOR. WINDOW SHADES AND INSTALLATION AS PART OF
TENANTS COST.


 


23                                  PROVIDE
POWER FOR CARD READER IN CORRIDOR. COORDINATE LOCATION WITH TENANTS VENDOR.
CARD READER AS PART OF TENANTS COST.


 


24                                  PROVIDE
QUAD OUTLET IN UPPER CABINETS FOR TELEPHONE EQUIP.


 


25                                  MOVE
CONV. AND DATA OUTLET TO CORNER OF WALL FOR PRINTER.


 


PROPOSED FLOOR PLAN


PREMIER COMMERCIAL BANK


2400 E. KATELLA
AVE. SUITE 450


ANAHEIM,
CA


28–MAY–2003   J.N. 03017P1


 

















 


EXHIBIT A-1


 


OUTLINE
AND LOCATION OF PREMISES B


 


comprised
of approximately 1,232 rentable square feet described as Suite No. 655
located on the 6th floor of the Building


 





 


PROPOSED FLOOR PLAN


PREMIER COMMERCIAL BANK


2400 E. KATELLA
AVE. SUITE 655


ANAHEIM,
CA


13–MAY–2003   J.N. 03017P1


 


2

















 


CONSTRUCTION NOTES:


 


1                  CONTRACTOR
AND SUBCONTRACTORS SHALL VISIT THE SITE AND REVIEW EXISTING CONDITIONS PRIOR TO
SUBMITTING ANY BIDS.


 


2                  CONTRACTOR
SHALL CONTACT LANDLORD 24 HOURS IN ADVANCE FOR APPROVAL TO TURN ANY UTILITY OFF
ON ANY GIVEN DAY.


 


3                  REPAINT
ENTIRE SUITE ONE COAT OF FINISH PAINT. COLOR TOBE BUILDING STANDARD. NEW WALLS
AND REPAIR WORK SHALL RECEIVE ONE COAT SEALER AND FINISH COATS TO COVER.


 


4                  CONTRACTOR
SHALL MODIFY SPRINKLER SYSTEM AS REQUIRED PER CODE. UPDATE TO BUILDING
STANDARDS.


 


5                  REPLACE
ALL DAMAGED CEILING TILES AND REPAIR CEILING GRID AS REQUIRED.


 


6                  PATCH
WALLS DAMAGED TO A UNIFORM FINISH. REVIEW FIELD CONDITIONS FOR DAMAGE.


 


7                  REMOVE
WINDOWS AND FILL IN OPENINGS. FINISH WALL TO A UNIFORM FINISH.


 


8                  FURNITURE
SHOWN IS FOR REFERENCE ONLY. FURNITURE WILL BE PURCHASED AND INSTALLED BY THE
TENANT.


 


9                  DEDICATED
PLUG FOR COPIER.


 


10            PROVIDE
NEW POWER AND DATA AS INDICATED WITH A ‘N’ ADJACENT. REMOVE ALL OUTLETS SHOWN
DASHED, PATCH AND REPAIR WALL TO A UNIFORM FINISH. ALL PHONE AND DATA
CABLING SHALL BE BY THE TENANT. THE TENANT IS RESPONSIBLE FOR INSTALLATION OF
ALL FACE PLATES FOR PHONE AND DATA, COLOR TO BE WHITE.


 


11            PROVIDE
SILICONE SEALANT EACH SIDE OF MULLION AT THE INTERSECTION OF THIS WALL TO THE
WINDOWWALL.


 


12          CHANGE
CONV. OUTLET TO A QUAD OUTLET.


 


13          NEW
QUAD CONV. OUTLET.


 


PROPOSED FLOOR PLAN


PREMIER
COMMERCIAL BANK


2400 E. KATELLA
AVE. SUITE 655


ANAHEIM, CA


28–MAY–2003   J.N. 03017P1


 

















 


EXHIBIT B


 


EXPENSES
AND TAXES


 


This Exhibit is attached to and made a part of the Lease by and
between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware
limited partnership (“Landlord”) and PREMIER
COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building located
at 2400 East Katella Avenue, Anaheim, California.


 


1.                                      Payments.


 


1.01  Tenant shall pay Tenant’s Pro
Rata Share of the amount, if any, by which Expenses (defined below) for each
calendar year during the Term exceed Expenses for the Base Year (the “Expense Excess”) and also the amount, if any, by which
Taxes (defined below) for each calendar year during the Term exceed Taxes for
the Base Year (the “Tax Excess”).
If Expenses or Taxes in any calendar year decrease below the amount of Expenses
or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as
the case may be, for that calendar year shall be $0. Landlord shall provide
Tenant with a good faith estimate of the Expense Excess and of the Tax Excess
for each calendar year during the Term. On or before the first day of each
month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth
of Tenant’s  Pro Rata Share of Landlord’s
estimate of both the Expense Excess and Tax Excess. After its receipt of the
revised estimate, Tenant’s monthly payments shall be based upon the revised
estimate. If Landlord does not provide Tenant with an estimate of the Expense
Excess or the Tax Excess by January 1 of a calendar year, Tenant shall
continue to pay monthly installments based on the previous year’s estimate(s)
until Landlord provides Tenant with the new estimate.


 


1.02  As soon as is practical
following the end of each calendar year, Landlord shall furnish Tenant with a
statement of the actual Expenses and Expense Excess and the actual Taxes and
Tax Excess for the prior calendar year. If the estimated Expense Excess or
estimated Tax Excess for the prior calendar year is more than the actual
Expense Excess or actual Tax Excess, as the case may be, for the prior calendar
year, Landlord shall either provide Tenant with a refund or apply any
overpayment by Tenant against Additional Rent due or next becoming due, provided
if the Term expires before the determination of the over payment. Landlord
shall refund any overpayment to Tenant after first deducting the amount of Rent
due. If the estimated Expense Excess or estimated Tax Excess for the prior
calendar year is less than the actual Expense Excess or actual Tax Excess, as
the case may be, for such prior year, Tenant shall pay Landlord, within 30 days
after its receipt of the statement of Expenses or Taxes, any underpayment for
the prior calendar year.


 


2.                                      Expenses.


 


2.01  “Expenses”
means all costs and expenses incurred in each calendar year in connection with
operating, maintaining, repairing, and managing the Building and the Property.
Expenses include, without limitation: (a) all labor and labor related
costs; (b) management fees; (c) the cost of equipping, staffing and
operating an on-site and/or off-site management office for the Building,
provided if the management office services one or more other buildings or
properties, the shared costs and expenses of equipping, staffing and operating
such management office(s) shall be equitably prorated and apportioned between
the Building and the other buildings or properties; (d) accounting costs; (e) the
cost of services; (f) rental and purchase cost of parts, supplies, tools
and equipment; (g) insurance premiums and deductibles; (h) electricity,
gas and other utility costs; and (i) the amortized cost of capital
improvements (as distinguished from replacement parts or components installed
in the ordinary course of business) made subsequent to the Base Year which are:
(1) performed primarily to reduce current or future operating expense
costs, upgrade Building security or otherwise improve the operating efficiency
of the Property; or (2) required to comply with any Laws that are enacted,
or first interpreted to apply to the Property, after the date of this Lease.
The cost of capital improvements shall be amortized by Landlord over the lesser
of the Payback Period (defined below) or the useful life of the capital improvement
as reasonably determined by Landlord. “Payback Period” means
the reasonably estimated period of time that it takes for the cost savings
resulting from a capital improvement to equal the total cost of the capital
improvement, Landlord, by itself or through an affiliate, shall have the right
to directly perform, provide and be compensated for any services under this
Lease. If Landlord incurs Expenses for the Building or Property together with
one or more other buildings or properties, whether pursuant to a reciprocal
easement agreement, common area agreement or otherwise, the shared costs and
expenses shall be equitably prorated and apportioned between the Building and
Property and the other buildings or properties.


 


2.02  Expenses shall not include:
the cost of capital improvements (except as set forth above); depreciation;
principal payments of mortgage and other non-operating debts of Landlord; the
cost of repairs or other work to the extent Landlord is reimbursed by Insurance
or condemnation proceeds; costs in connection with leasing space in the
Building, including brokerage commissions; lease concessions, rental abatements
and construction allowances granted to specific tenants; costs incurred 


 


1

















 


concessions, rental abatements and construction allowances granted to
specific tenants; costs incurred in connection with the sale financing or
refinancing of the Building; fines, interest and penalties incurred due to the
late payment of Taxes or Expenses; organizational expenses associated with the
creation and operation of the entity which constitutes Landlord; or any
penalties or damages that Landlord pays to Tenant under this Lease or to other
tenants in the Building under their respective leases.


 


2.03  If at any time during a
calendar year the Building is not least 95% occupied or Landlord is not
supplying services to at least 95% of the total Rentable square Footage of the
Building. Expenses shall, at Landlord’s option, be determined as if the
Building had been 95% occupied and Landlord had been supplying services to 95%
of the Rentable Square Footage of the Building. If Expenses for a calendar Year
are determined as provided in the prior sentence. Expenses for the Base Year
shall also be determined in such manner. Notwithstanding the foregoing,
Landlord may calculate the extirpation of Expenses under this Section based
on 100% occupancy and service so long as such percentage is used consistently
for each year of the Term. The extrapolation of Expenses under this Section shall
be performed in accordance with the methodology specified by the Building
Owners and Managers Association.


 


3.                                       “Taxes” shall mean: (a) all real property taxes and
other assessments on the Building and/or Property, including, but not limited
to, gross receipts taxes, assessments for special improvements districts and
building Improvement districts, governmental changes, fees and assessments for
police, fire, traffic mitigation or other governmental service of purported
benefit to the Property, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the
Property’s share of any real estate taxes and assessments under any reciprocal
easement agreement, common area agreement or similar agreement as to the
property; (b) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of the
Property; and (c) all costs and fees incurred in connection with seeking
reductions in any tax liabilities described in (a) and (b), including,
without limitation, any costs incurred by Landlord for compliance, review and
appeal of tax liabilities. Without limitation, Taxes shall not include any
income, capital levy, transfer, capital stock, gift, estate or inheritance tax.
If a change in Taxes is obtained for any year of the Term during which Tenant
paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will
be retroactively adjusted and Landlord shall provide Tenant with a credit, if
any, based on the adjustment. Likewise, if a change is obtained for Taxes for
the Base Year, Taxes for the Base Year shall be restated and Tax Excess for all
subsequent years shall be recomputed, Tenant shall pay Landlord the amount of
Tenant’s Pro Rata Share of any such increases in the Tax Excess within 30 days
after Tennant’s receipts of a statement from Landlord.


 


4.                                       Audit Rights. Tenant, within 365 days after receiving
Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant to review Landlord’s records of
the Expenses for the calendar year to which the statement applies. Within a
reasonable time after receipt of the Review Notice, Landlord shall make all
pertinent records available for inspection that are reasonably necessary for
Tenant to conduct its review. If any records are maintained at a location other
than the management office for the Building, Tenant may either inspect the
records at such other location or pay for the reasonable cost of copying and
shipping the records. If Tenant retains an agent to review Landlord’s records,
the agent must be with CPA firm licensed to do business in the state or
commonwealth where the Property is located. Tenant shall be solely responsible
for all costs, expenses and fees incurred for the audit. Within 90 days after
the records are made available to Tenant, Tenant shall have the right to give
Landlord written notice (an “Objection Notice”) stating
in reasonable detail any objection to Landlord’s statement of Expenses for that
year. If Tenant fails to give Landlord an Objection Notice within 90 day period
or fails to provide Landlord with a Review Notice within the 365 day period
described above, Tenant shall be deemed to have approved Landlord’s statement
of Expenses and shall be barred from raising any claims regarding the Expenses
for that year. The records obtained by Tenant shall be treated as confidential.
In no event shall Tenant be permitted to examine Landlord’s records or to
dispute any statement of Expenses unless Tenant has paid and continues to pay
all Rent when due.


 


2

















 


EXHIBIT C


 


WORK
LETTER


 


This Exhibit is attached to and made a
part of the Lease by and between CA-STADIUM TOWERS LIMITED
PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the
Building located at 2400 East Katella Avenue, Anaheim, California.


 


1.                                       Landlord
shall perform improvements to the Premises in accordance with the plans
prepared by Ron Bartlow & Associates, dated May 28, 2003 (the “Plans”). The improvements to be performed by Landlord in
accordance with the Plans are hereinafter referred to as the “Landlord Work”. It is agreed that construction of the
Landlord Work will be completed at Landlord’s sole cost and expense (subject to
the Maximum Amount and further subject to the terms of Paragraph 4 below) using
Building standard methods, materials and finishes. Landlord and Tenant agree
that Landlord’s oblilgation to pay for the cost of Landlord Work (inclusive of
the cost of preparing Plans, obtaining permits, and other related costs) shall
be limited to $72,234,00 ($18.00 per rentable
square foot of the Premises) (the Maximum Amount”)
and that Tenant shall be responsible for the cost of Landlord Work, plus any
applicable state sales or use tax, if any, to the extent that it exceeds the
Maximum Amount. Landlord shall enter into a direct contract for the Landlord
Work with a general contractor selected by Landlord. In addition, Landlord
shall have the right to select and/or approve of any subcontractors used in
connection with the Landlord Work. Landlord’s supervision or performance of any
work for or on behalf of Tenant shall not be deemed a representation by
Landlord that such Plans or the revision thereto comply with applicable
insurance requirements, building codes, ordinances, laws or regulations, or
that the improvements constructed in accordance with the Plans and any
revisions thereto will be adequate for Tenant’s use, it being agreed that
Tenant shall be responsible for all elements of the design of Tenant’s plans
(including, without limitation, compliance with law, functionality of design,
the structural integrity of the design, the configuration of the premises and
the placement of Tenant’s furniture appliances and equipment.


 


2.                                       If
Landlord’s estimate and/or the actual cost of the Landlord Work shall exceed
the Maximum Amount, Landlord, prior to commencing any construction of Landlord
Work, shall submit to Tenant a written estimate setting forth the anticipated
cost of the Landlord Work, including but not limited to labor and materials,
contractor’s fees and permit fees. Within 3 Business Days thereafter, Tenant
shall either notify Landlord in writing of its approval of the cost estimate,
or specify its objections thereto and any desired changes to the proposed
Landlord Work. If Tenant Notifies Landlord of such objections and desired
changes, Tenant shall work with Landlord to reach a mutually acceptable
alternative cost estimate.


 


3.                                       If
Landlord’s estimate and/or the actual cost of construction shall exceed the
maximum amount (such amounts exceeding the Maximum Amount being herein referred
to as the “Excess Costs”), Tenant shall pay to Landlord such Excess Costs, plus
any applicable state sales or use tax thereon, upon demand. The statements of
costs submitted to Landlord by Landlord’s contractors shall be conclusive for
purposes of determining the actual cost of the items described therein. The
amounts payable by Tenant hereunder constitute Rent payable pursuant to the
Lease, and the failure to timely pay same constitutes an event of default under
the Lease.


 


4.                                       If
Tenant shall request any revisions to the Plans, Landlord shall have such
revisions prepared at Tenant’s sole cost and expense and Tenant shall reimburse
Landlord for the cost of preparing any such revisions to the Plans, plus any
applicable state sales or use tax thereon, upon demand. Promptly upon
completion of the revision, Landlord shall notify Tenant in writing of the
increased cost in the Landlord Work, if any, resulting from such revisions to
the plans. Tenant, within one Business Day, shall notify Landlord in writing
whether it desires to proceed with such revisions. In the absence of such
written authorization, Landlord shall have the option to continue work on the
Premises disregarding the requested revision. Tenant shall be responsible for
any Tenant Delay in completion of the Premises resulting from any revision to
the Plans. If such revisions result in an increase in the cost of Landlord
Work, such increased costs, plus any applicable state sales or use tax thereon,
shall be payable by Tenant upon demand. Notwithstanding anything herein to the
contrary, all revisions to the Plans shall be subject to the approval of
Landlord.


 


5.                                       Any
portion of the Maximum Amount which exceeds the cost of the Landlord Work or is
otherwise remaining after December 31, 2003, shall
accrue to the sole benefit of Landlord. It being agreed that Tenant shall not
be entitled to any credit, effect, abatement or payment with respect thereto.


 


1

















 


6.                                       This
Exhibit shall not be deemed applicable to any additional space added to
the Premises at any time or from time to time, whether by any options under the
Lease or otherwise, or to any portion of the original Premises or any additions
to the Premises in the event of a renewal or extension of the original Term of
the Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.


 


2

















 


EXHIBIT D


COMMENCEMENT LETTER


(EXAMPLE)


 


Date


 


PREMIER COMMERCIAL BANK


2400 East Katella Avenue


Suite 450


Anaheim, California


 


Re:                               Commencement
Letter with respect to that certain Lease dated as of the                  
day of                        
, 2003, by and between CA-STADIUM TOWERS LIMITED
PARTNERSHIP, a Delaware limited partnership, as Landlord, and PREMIER COMMERCIAL BANK, N.A. as Tenant, for 4,013 rentable square feet on the 4th and 6th floors of the Building located at
2400 East Katella Avenue, Anaheim, California.


 


Dear                            :


 


In accordance with the terms and conditions
of the above referenced Lease, Tenant accepts possession of the Premises and
agrees:


 


1.                                       The
Commencement Date of the Lease for Premises A is                            :


 


2.                                       The
Commencement Date of the Lease for Promises B is                            :


 


3.                                       The
Termination Date of the Lease is


 


Please acknowledge your acceptance of
possession and agreement to the terms set forth above by signing all 3
counterparts of this Commencement Letter in the space provided and returning 2
fully executed counterparts to my attention.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tenant:

  	
  PREMIER COMMERCIAL BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


1

















 


EXHIBIT E


 


BUILDING
RULES AND REGULATIONS


 


The following rules and regulations shall apply,
where applicable, to the Premises, the Building, the parking facilities (if
any), the Property and the appurtenances. In the event of a conflict between
the following rules and regulations and the remainder of the terms of the
Lease, the remainder of the terms of the Lease shall control. Capitalized terms
have the same meaning as defined in the Lease.


 


1.                                       Sidewalks, doorways, vestibules, halls,
stairways and other similar areas shall not be obstructed by Tenant or used by
Tenant for any purpose other than ingress end egress to and from the Premises.
No rubbish, litter, trash, or materiel shall be placed, emptied, or thrown in
those areas. At no time shall Tenant permit Tenant’s employees to loiter in
Common Areas or elsewhere about the Building or Property.


 


2.                                       Plumbing fixtures and appliances shall be used
only for the purposes for which designed and no sweepings, rubbish, rags or
other unsuitable material shall be thrown or placed in the fixtures or
appliances. Damage resulting to fixtures or appliances by Tenant, its agents,
employees or invitees shall be paid for by Tenant end Landlord shall not be
responsible for the damage.


 


3.                                       No signs, advertisements or notices shall be
painted or affixed to windows, doors or other parts of the Building, except
those of such color, size, style and in such places as are first approved in
writing by Landlord. All tenant identification and suite numbers at the
entrance to the Premises shall be installed by Landlord, at Tenant’s cost and
expense, using the standard graphics for the Building. Except in connection
with the hanging of lightweight pictures and wall decorations, no nails, hooks
or screws shall be inserted into any part of the Premises or Building except by
the Building maintenance personnel without Landlord’s prior approval, which
approval shall not be unreasonably withheld.


 


4.                                       Landlord may provide and maintain in the first
floor (main lobby) of the Building an alphabetical directory board or other
directory device listing tenants and no other directory shall be permitted
unless previously consented to by Landlord in writing.


 


5.                                       Tenant shall not place any lock(s) on any door
in the Premises or Building without Landlord’s prior written consent, which
consent shall not be unreasonably withheld, and Landlord shall have the right
at all times to retain and use keys or other access codes or devices to all locks
within and into the Premises. A reasonable number of keys to the locks on the
entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s
cost and Tenant shall not make any duplicate keys. All keys shall be returned
to Landlord at the expiration or early termination of the Lease.


 


6.                                       All contractors, contractor’s representatives
and installation technicians performing work in the Building shall be subject
to Landlord’s prior approval, which approval shall not be unreasonably
withheld, and shall be required to comply with Landlord’s standard rules,
regulations, policies and procedures, which may be revised from time to time.


 


7.                                       Movement in or out of the Building of
furniture or office equipment, or dispatch or receipt by Tenant of merchandise
or materials requiring the use of elevators, stairways, lobby areas or loading
dock areas, shall be restricted to hours reasonably designated by Landlord.
Tenant shall obtain Landlord’s prior approval by providing a detailed listing
of the activity, which approval shall not be unreasonably withheld. If approved
by Landlord, the activity shall be under the supervision of Landlord and
performed in the manner required by Landlord. Tenant shall assume all risk for
damage to articles moved and injury to any persons resulting from the activity.
If equipment, property, or personnel of Landlord or of any other party is
damaged or injured as a result of or in connection with the activity, Tenant
shall be solely liable for any resulting damage, loss or injury.


 


8.                                       Landlord shall have the right to approve the
weight, size, or location of heavy equipment or articles in and about the
Premises, which approval shall not be unreasonably withheld. Damage to the
Building by the installation, maintenance, operation, existence or removal of
Tenant’s Property shall be repaired at Tenant’s sole expense.


 


9.                                       Corridor doors, when not in use, shall be kept
closed.


 


10.                                 Tenant shall not: (1) make or permit any improper,
objectionable or unpleasant noises or odors in the Building, or otherwise interfere
in any way with other tenants or persons having business with them; (2) solicit
business or distribute or cause to be distributed, in any portion of the
Building, handbills, promotional materials or other advertising; or (3) conduct
or permit other activities in the Building that might, in Landlord’s sole
opinion, constitute a nuisance.


 


1

















 


11.                                 No animals, except those assisting handicapped
persons, shall be brought into the Building or kept in or about the Premises.


 


12.                                 No inflammable, explosive or dangerous fluids
or substances shall be used or kept by
Tenant in the Premises, Building or about the Property, except for those
substances as are typically found in similar premises used for general office
purposes and are being used by Tenant in a safe manner and in accordance with
all applicable Laws.  Tenant shall not,
without Landlord’s prior written consent, use, store, install, spill, remove,
release or dispose of, within or about the Premises or any other portion of the
Property, any asbestos-containing materials or any solid, liquid or gaseous
material now or subsequently considered toxic or hazardous under the provisions
of 42 U.S.C. Section 9601 et seq, or any other applicable environmental
Law which may now or later be in effect. 
Tenant shall comply with all Laws pertaining to and governing the use of
these materials by Tenant and shall remain solely liable for the costs of
abatement and removal.


 


13.                                 Tenant shall not use or occupy the Premises in
any manner or for any purpose which might injure the reputation or impair the
present or future value of the Premises or the Building. Tenant shall not use,
or permit any part of the Premises to be used for lodging, sleeping or for any illegal
purpose.


 


14.                                 Tenant shall not take any action which would
violate Landlord’s labor contracts or which would cause a work stoppage,
picketing, labor disruption or dispute or interfere with Landlord’s or any
other tenant’s or occupant’s business or with the rights and privileges of any
person lawfully in the Building (“Labor Disruption”).
Tenant shall take the actions necessary to resolve the Labor Disruption, and
shall have pickets removed and, at the request of Landlord, immediately
terminate any work in the Premises that gave rise to the Labor Disruption,
until Landlord gives its written consent for the work to resume.   Tenant shall have no claim for damages
against Landlord or any of the Landlord Related Parties nor shall the
Commencement Date of the Term be extended as a result of the above actions.


 


15.                                 Tenant shall not install, operate or maintain
in the Premises or in any other area of the Building, electrical equipment that
would overload the electrical system beyond its capacity for proper, efficient
and safe operation as determined solely by Landlord. Tenant shall not furnish
cooling or heating to the Premises, including, without limitation, the use of
electric or gas heating devices, without Landlord’s prior written consent.
Tenant shall not use more than its proportionate share of telephone lines and
other telecommunication facilities available to service the Building.


 


16.                                 Tenant shall not operate or permit to be
operated a coin or token operated vending machine or similar device (including,
without limitation, telephones, lockers, toilets, scales, amusement devices and
machines for sale of beverages, foods, candy, cigarettes and other goods),
except for machines for the exclusive use of Tenant’s employees and invitees.


 


17.                                 Bicycles and other vehicles are not permitted
inside the Building or on the walkways outside the Building, except in areas
designated by Landlord.


 


18.                                 Landlord may from time to time adopt systems
and procedures for the security and safety of the Building and the Property, its
occupants, entry use and contents. Tenant, its agents, employees, contractors,
guests and invitees shall comply with Landlord’s systems and procedures.


 


19.                                 Landlord shall have the right to prohibit the
use of the name of the Building or any other publicity by Tenant that in
Landlord’s sole opinion may impair the reputation of the Building or its
desirability. Upon written notice from Landlord, Tenant shall refrain from and
discontinue such publicity immediately.


 


20.                                 Neither Tenant nor its agents, employees,
contractors, guests or invitees shall smoke or permit smoking in the Common
Areas, unless a portion of the Common Areas have been declared a designated
smoking area by Landlord, nor shall the above parties allow smoke from the
Premises to emanate into the Common Areas or any other part of the Building.
Landlord shall have the right to designate the Building (including the
Premises) as a non-smoking building.


 


21.                                 Landlord shall have the right to designate and
approve standard window coverings for the Premises and to establish rules to
assure that the Building presents a uniform exterior appearance. Tenant shall
ensure, to the extent reasonably practicable, that window coverings are closed
on windows in the Promises while they are exposed to the direct rays of the
sun,


 


22.                                 Deliveries to and
from the Premises shall be made only at the times in the areas and through the
entrances and exits reasonably designated by Landlord. Tenant shall not make
deliveries to or from the Premises in a manner that might interfere with the
use by any other tenant of its


 


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premises or of the Common Areas, any pedestrian use,
or any use which is inconsistent
with good business practice.


 


23.                                 The work of cleaning personnel shall not be
hindered by Tenant after 5:30 P.M., and cleaning work may be done at any
time when the offices are vacant. Windows, doors and fixtures may be cleaned at
any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the
cleaning service.


 


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EXHIBIT F


 


ADDITIONAL
PROVISIONS


 


This Exhibit is
attached to end made a part of the Lease by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware
limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building
located at 2400 East Katella Avenue, Anaheim, California.


 


1.                                      TENANT’S REDUCTION RIGHT.


 


In the event Tenant leases additional space in the
Building and the rentable square feet of such additional space, together with
Premises A and Premises B, exceeds 5,300 rentable square feet, Tenant, at the
time Tenant leases such additional space, shall have the right to terminate the
Lease with respect to Premises A and/or Premises B, provided that in no event
will the Premises (after Tenant exercises this reduction right) be less than
5,300 rentable square feet.


 


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EXHIBIT G


 


PARKING
AGREEMENT


 


This Exhibit (the “Parking Agreement”) is attached to and
made a part of the Lease by and between CA-STADlUM
TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”)
and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building
located at 2400 East Katella Avenue, Anaheim, California.


 


1.                                       The capitalized terms used in this Parking
Agreement shall have the same definitions as set forth in the Lease to the
extent that such capitalized terms are defined therein and not redefined in
this Parking Agreement. In the event of any conflict between the Lease and this
Parking Agreement, the latter shall control.


 


2.                                       During the initial Term, Tenant agrees to
lease from Landlord and Landlord agrees to lease to Tenant a total of 16
non-reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). During the initial Term, Tenant shall
pay Landlord the prevailing monthly charges established from time to time for
parking in the Parking Facility, payable in advance, with Tenant’s payment of
monthly Base Rent. The initial charge for such parking spaces is $25.00 per
non-reserved parking pass, per month. No deductions from the monthly charge
shall be made for days on which the Parking Facility is not used by Tenant.
Tenant may, from time to time request additional parking spaces, and if
Landlord shall provide the same, such parking spaces shall be provided and used
on a month-to-month basis, and otherwise on the foregoing terms and provisions,
and at such prevailing monthly parking charges as shall be established from time
to time.


 


PARKING CHARGE ABATEMENT. Notwithstanding anything in this Section of
the Lease to the contrary, so long as Tenant is not in default under this
Lease, Tenant shall be entitled to an abatement of parking charges for
non-reserved parking spaces only in the amount of $400.00 per month for 12
consecutive full calendar months of the Term, beginning with the first (1st) full calendar month of the Term (the “Parking
Charge Abatement Period”). The total amount of non-reserved parking
charges abated during the Parking Charge Abatement Period shall equal $4,800.00
(the “Abated Parking Charges”). If Tenant
defaults at any time during the Term, and any extension thereof, and fails to
cure such default within any applicable cure period under the Lease, all Abated
Parking Charges shall immediately become due and payable. The payment by Tenant
of the Abated Parking Charges in the event of a default shall not limit or
affect any of Landlord’s other rights, pursuant to this Lease or at law or in
equity. During the Parking Charge Abatement Period, only parking charges for
non-reserved parking spaces shall be abated, and all Base Rent, Additional Rent
and other costs and charges specified in this Lease shall remain as due and
payable pursuant to the provisions of this Lease.


 


CONVERSION PARKING SPACES. Tenant, upon 30 days prior written notice to
Landlord and subject to availability, shall have the right to convert up to 4
non-reserved parking spaces into up to 4 reserved parking spaces (the “Conversion Parking Spaces”). Tenant shall pay Landlord, as
Additional Rent in accordance with Section 4 of the Lease, the sum of
$65.00 per month, per Conversion Parking Space leased by Tenant hereunder.
Landlord shall, at Landlord’s sole cost and expense, pay for the cost of fabrication
and installation of signage designating Tenant’s Conversion Parking Spaces as
reserved parking spaces.


 


CUSTOMER PARKING. Tenant, upon 30 days prior written notice to
Landlord and subject to availability, may lease up to 2 reserved parking spaces
(the “Reserved Customer Parking Spaces”) for
the parking needs of Tenant’s customers. The location of the Reserved Customer
Parking Spaces shall be mutually agreed to by Landlord and Tenant. Tenant shall
pay Landlord, as Additional Rent in accordance with Section 4 of the
Lease, the sum of $65.00 per month, per Reserved Customer Parking Space leased
by Tenant hereunder. Landlord shall, at Landlord’s sole cost and expense, pay
for the cost of fabrication and installation of signage designating Tenant’s
Reserved Customer Parking Spaces.


 


3.                                       Tenant shall at all times comply with all
applicable ordinances, rules, regulations, codes, laws, statutes and
requirements of all federal, state, county and municipal governmental bodies or
their subdivisions respecting the use of the Parking Facility. Landlord
reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time
to time including any key-card, sticker or other identification or entrance
system and hours of operation. The Rules set forth herein are currently in
effect. Landlord may refuse to permit any person who violates such Rules to
park in the Parking Facility, and any violation of the Rules shall subject
the car to removal from the Parking Facility.


 


4.                                       Unless specified to the contrary above, the parking spaces hereunder shall be
provided on a non-designated


 


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“first-come, first-served” basis. Tenant
acknowledges that Landlord has no liability for claims arising through acts or
omissions of any independent operator of the Parking Facility. Landlord shall
have no liability whatsoever for any damage to items located in the Parking
Facility, nor for any personal injuries or death arising out of any matter
relating to the Parking Facility, and in all events, Tenant agrees to look
first to its insurance carrier and to require that Tenant’s employees look
first to their respective insurance carriers for payment of any losses
sustained in connection with any use of the Parking Facility. Tenant hereby
waives on behalf of its insurance carriers all rights of subrogation against
Landlord or Landlord’s agents, Landlord reserves the right to assign specific
parking spaces, and to reserve parking spaces for visitors, small cars,
handicapped persons and for other tenants, guests of tenants or other parties,
which assignment and reservation or spaces may be relocated as determined by
Landlord from time to time, and Tenant and persons designated by Tenant
hereunder shall not park in any location designated for such assigned or
reserved parking spaces. Tenant acknowledges that the Parking Facility may be
closed entirely or in part in order to make repairs or perform maintenance
services, or to alter, modify, re-stripe or renovate the Parking Facility, or
if required by casualty, strike, condemnation, act of God, governmental law or
requirement or other reason beyond the operator’s reasonable control. In such
event, Landlord shall refund any prepaid parking fee hereunder, prorated on a
per diem basis.


 


5.                                       If
Tenant shall default under this Parking Agreement, the operator shall have the
right to remove from the Parking Facility any vehicles hereunder which shall
have been involved or shall have been owned or driven by parties involved in
causing such default, without liability therefor whatsoever. In addition, if
Tenant shall default under this Parking Agreement, Landlord shall have the
right to cancel this Parking Agreement on 10 days’ written notice, unless
within such 10 day period, Tenant cures such default. If Tenant defaults with
respect to the same term or condition under this Parking Agreement more than 3
times during any 12 month period, and Landlord notifies Tenant thereof promptly
after each such default, the next default of such term or condition during the
succeeding 12 month period, shall, at Landlord’s election, constitute an
incurable default. Such cancellation right shall be cumulative and in addition
to any other rights or remedies available to Landlord at law or equity, or
provided under the Lease (all of which rights and remedies under the Lease are
hereby incorporated herein, as though fully set forth). Any default by Tenant
under the Lease shall be a default under this Parking Agreement, and any
default under this Parking Agreement shall be a default under the Lease.


 


RULES


 


(i)                                     The
Parking Facility hours shall be 8 A.M. to 6 P.M. on Business Days and
7 A.M. to 1 P.M. on Saturday, however, subject to the provisions set
forth herein, Tenant shall have access to the Parking Facility on a 24 hour
basis, 7 days a week. Tenant shall not store or permit its employees to store
and automobiles in the Parking Facility without the prior written consent of
the operator. Except for emergency repairs, Tenant and its employees shall not
perform any work on any automobiles while located in the Parking Facility, or
on the Property. If it is necessary for Tenant or its employees to leave an
automobile in the Parking Facility overnight, Tenant shall provide the operator
with prior notice thereof designating the license plate number and model of
such automobile.


 


(ii)                                  Cars
must be parked entirely within the stall lines painted on the floor, and only
small cars may be parked in areas reserved for small cars.


 


(iii)                               All
directional signs and arrows must be observed.


 


(iv)                              The
speed limit shall be 5 miles per hour.


 


(v)                                 Parking
spaces reserved for handicapped persons must be used only be vehicles properly
designated.


 


(vi)                              Parking
is prohibited in all areas not expressly designated for parking, including
without limitation:


 


(a)                                  Areas
not striped for parking


(b)                                 aisles


(c)                                  where
“no parking” signs are posted


(d)                                 ramps


(e)                                  loading
zones


 


(vii)                           Parking
stickers, key cards or any other devices or forms of identification or entry
supplied by the operator shall remain the property of the operator. Such device
must be displayed as requested and may not be mutilated in any manner. The
serial number of the parking identification device may not be obliterated.
Parking passes and devices are not transferable and any pass or device in the
possession of an unauthorized holder will be


 


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void.


 


(viii)                        Monthly
fees shall be payable in advance prior to the first day of each month. Failure
to do so will automatically cancel parking privileges and a change at the
prevailing daily parking rate will be due. No deductions or allowances from the
monthly rate will be made for days on which the Parking Facility is not used by
Tenant or its designees.


 


(ix)                                Parking
Facility managers or attendants are not authorized to make or allow any
exceptions to these Rules.


 


(x)                                   Every
parker is required to park and lock his/her own car.


 


(xi)                                Loss
or theft of parking pass, identification, key cards or other such devices must
be reported to Landlord and to the Parking Facility manager immediately. Any
Parking devices reported lost or stolen found on any authorized car will be
confiscated and the illegal holder will be subject to prosecution. Lost or
stolen passes and devices found by Tenant or its employees must be reported to
the office of the Parking Facility immediately.


 


(xii)                             Washing,
waxing, cleaning or servicing of any vehicle by the customer and/or his agents
is prohibited. Parking spaces may be used only for parking automobiles.


 


(xiii)                          Tenant
agrees to acquaint all persons to whom Tenant assigns a parking space with
these Rules.


 


(6)                                  TENANT
ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD
SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT’S PROPERTY
(INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT’S AUTOMOBILE OR
THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR
RELATED TO TENANT’S USE OF THE PARKING FACILITY OR EXERCISE OF ANY RIGHTS UNDER
THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM
LANDLORD’S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD’S
LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR
DAMAGE ARISING DIRECTLY FROM LANDLORD’S WILLFUL MISCONDUCT.


 


(7)                                  Without
limiting the provisions of Paragraph 6 above, Tenant hereby voluntarily
releases, discharges, waives and relinquishes any and all actions or causes of
action for personal injury or property damage occurring to Tenant arising as a
result of parking in the Parking Facility, or any activities incidental
thereto, wherever or however the same may occur, and further agrees that Tenant
will not prosecute any claim for personal injury or property damage against Landlord
or any of its officers, agents, servants or employees for any said causes of
action. It is the intention of Tenant by this Instrument, to exempt and relieve
Landlord from liability for personal injury or property damage causes by
negligence.


 


(8)                                  The
provisions of Section 20 of the Lease are hereby incorporated by reference
as if fully recited.


 


Tenant acknowledges that tenant has read the
provisions of this Parking Agreement, has been fully and completely advised of
the potential dangers incidental to parking in the Parking Facility and is
fully aware of the legal consequences of agreeing to this instrument.


 


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EXHIBIT H


 


ASBESTOS
NOTIFICATION


 


This Exhibit is attached to and made a part of the Lease by and
between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware
limited partnership (“Landlord”) and PREMIER
COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building located
at 2400 East Katella Avenue, Anaheim, California.


 


[INTENTIONALLY
OMITTED]


 


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