Exhibit 10.12


 


LANDLORD CONSENT TO SUBLEASE


 


This LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is
entered into as of Sept. 4, 2001 by and among EOP – Stadium Towers, L.L.C., a
Delaware limited liability company (“Landlord”), US Bank National Association,
a national association (“Sublandlord”), and Premier Commercial Bank, N.A., (“Subtenant”).


 


RECITALS:


 


A.            Landlord ( as
successor in interest to Spieker Properties, L.P. a California limited
partnership), as landlord, and Sublandlord (as successor in interest to Bank of
Commerce, a California corporation), as tenant, are parties to that certain
lease agreement dated November 16, 1998, the letter agreement dated December
14, 1998 (re: parking) and, the letter agreement dated January 15, 1999 (re:
term of lease), (collectively the “Lease”) pursuant to which Landlord has
leased to Sublandlord certain premises containing approximately 4,602 rentable
square feet (the “Premises”) described as Suite 125 on the first (1st) floor of the building
commonly known as Stadium Towers Plaza located at 2400 East Katella Avenue,
Anaheim, CA 92806 (the “Building”).


 


B.            Sublandlord and
Subtenant have entered into that certain sublease agreement dated July 30, 2001
attached hereto as Exhibit A (the “Sublease
Agreement”) pursuant to which Sublandlord has agreed to sublease to Subtenant
certain premises described as follows: 4,602 rentable square feet described as
suit number 125 on the first (1st)
floor of the Building, (the “Sublet Premises”) constituting all of the
Premises.


 


C.            Sublandlord and
Subtenant have requested Landlord’s consent to the Sublease Agreement.


 


D.            Landlord has agreed to
give such consent upon the terms and conditions contained in this Agreement.


 


NOW THEREFORE, in consideration of the
foregoing preambles which by this reference are incorporated herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord hereby consents to the Sublease Agreement subject
to the following terms and conditions, all of which are hereby acknowledged and
agreed to by Sublandlord and Subtenant. 


 


1.             Sublease Agreement.
Sublandlord and Subtenant hereby represent that a true and complete copy of the
Sublease Agreement is attached hereto and made a part hereto as Exhibit A.


 


2.             Representations.
Sublandlord hereby represents and warrants that Sublandlord (i) has full power
and authority to sublease the sublet Premises to subtenant, (ii) has not
transferred or conveyed its interest in the Lease to any person or entity
collaterally or otherwise, and (iii) has full power and authority to enter into
the Sublease Agreement and this Consent Agreement. Subtenant hereby represents
and warrants that Subtenant has full power and authority to enter into the
Sublease Agreement and this Consent Agreement.


 


3.             Indemnity and Insurance.
Subtenant hereby assumes, with respect to Landlord, all of the indemnity and
insurance obligations of the Sublandlord under the Lease with respect to the
Sublet Premises, provided that the foregoing shall not be construed as
relieving or releasing Sublandlord from any such obligations.


 


4.             No Release.
Nothing contained in the Sublease Agreement or this Consent Agreement shall be
construed as relieving or releasing sublandlord from any of its obligations
under the Lease, it being expressly understood and agreed that Sublandlord
shall remain liable for such obligations notwithstanding anything contained in
the Sublease Agreement or this Consent Agreement or any subsequent
assignment(s), sublease(s) or transfer(s) of the interest of the tenant under
the Lease. Sublandlord shall be responsible for the collection of all rent due
it from Subtenant, and for the performance of all the other terms and
conditions of the Sublease Agreement, it being understood that Landlord is not
a party to the Sublease Agreement and, notwithstanding anything to the contrary
contained in the Sublease Agreement, is not bound by any terms, provisions,
representations or warranties contained in the Sublease Agreement and is not
obligated to Sublandlord or Subtenant for any of the duties and obligations
contained therein.


 


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5.             Administrative Fee.
Upon Sublandlord’s execution and delivery of this Consent Agreement,
Sublandlord shall pay to Landlord the sum of $1,250 in consideration for
Landlord’s review of the Sublease Agreement and the preparation and delivery of
this Consent Agreement.


 


6.             No Transfer.
Subtenant shall not further sublease the Sublet Premises, assign its interest
as the Subtenant under the Sublease Agreement or otherwise transfer its
interest in the Sublet Premises or the Sublease Agreement to any person or
entity without the written consent of Landlord, which Landlord may withhold in
its sole discretion.


 


7.             Lease. In no event
shall the Sublease Agreement or this Consent Agreement be construed as granting
or conferring upon the Sublandlord or the Subtenant any greater rights than
those contained in the Lease nor shall there by any diminution of the rights
and privileges of the Landlord under the Lease, nor shall the Lease be deemed
modified in any respect. Without limiting the scope of the preceding sentence,
any construction or alterations performed in or to the Sublet Premises shall be
performed with Landlord’s prior written approval and in accordance with the
terms and conditions of the Lease.


 


8.             Services.
Sublandlord hereby authorizes Subtenant, as agent for Sublandlord, to obtain
services and materials for or related to the Sublet Premises, and Sublandlord
agrees to pay for such services and materials as additional Rent under the
Lease upon written demand from Landlord. However, as a convenience to
Sublandlord, Landlord may bill Subtenant directly for such services and
materials, or any portion thereof, in which event Subtenant shall pay for the
services and materials so billed upon written demand, provided that such
billing shall not relieve Sublandlord from its primary obligation to pay for
such services and materials.


 


9.             Attornment. If
the Lease or Sublandlord’s right to possession thereunder terminate for any
reason prior to expiration of the Sublease Agreement, Subtenant agrees, at the
election of Landlord, to attorn to Landlord upon the than executory terms and
conditions of the Sublease Agreement for the remainder of the term of the
Sublease Agreement. If Landlord does not so elect, the Sublease Agreement and
all rights of Subtenant in the Sublet Premises shall terminate upon the date of
termination of the Lease or Subtandlord’s right to possession thereunder.


 


10.           Payments under the
Sublease. If at any time Sublandlord is in default under the terms of the
Lease, Landlord shall have the right to contact Subtenant and require Subtenant
to pay all rent due under the Sublease Agreement directly to Landlord until
such time as Sublandlord has cured such default. Subtenant agrees to pay such
sums directly to Landlord if requested by Landlord, and Sublandlord agrees that
any such sums paid by Subtenant shall be deemed applied against any sums owed
by Subtenant under the Sublease Agreement. Any such sums received by Landlord
from Subtenant shall be received by Landlord on behalf of Sublandlord and shall
be applied by Landlord to any sums past due under the Lease, in such order of
priority as required under the Lease or, if the Lease is silent in such regard,
then in such order of priority as Landlord deems appropriate. The receipt of
such funds by Landlord shall in no manner be deemed to create a direct lease or
sublease between Landlord and Subtenant. If Subtenant fails to deliver its Sublease
payments directly to Landlord as required herein following receipt of written
notice from Landlord as described above, the Landlord shall have the right to
remove any signage of Subtenant, at Subtenant’s cost, located outside the
Premises or in the Building lobby or elsewhere in the Building and to pursue
any other rights or remedies available to Landlord at law or in equity.


 


11.           Excess Rent. If
Landlord is entitled to any excess rent (defined below) from Sublandlord
pursuant to the terms of the Lease, them, in addition to all rent otherwise
payable by Sublandlord to Landlord under the Lease, Sublandlord shall also pay
to Landlord 90% of the excess rent in accordance with Section 21B of the Lease.
Landlord’s share of excess rent for any period during the term of the Sublease
Agreement which is for less than one month shall be a pro rata portion of the
monthly installment due hereunder. As used herein, the “excess rent” shall be
deemed to mean any payments from Subtenant under the Sublease Agreement which
exceed the payments payable by Sublandlord to Landlord under the Lease for the
Sublet Premises. Landlord’s failure to bill Sublandlord for, or to otherwise
collect, such sums shall in no manner be deemed a waiver by Landlord of its
right to collect such sums in accordance with the Lease.


 


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12.           Sublandlord Notice
Address. If Sublandlord is subleasing the entire Premises or otherwise
vacating the Premises, Sublandlord’s new address for notices to Sublandlord
under the Lease shall be as follows: 16420 Valley View Blvd., La Mirada, CA
90638 or at such other address as Sublandlord may designate in writing; and if
no address is filled in at the preceding blank (or if a post office box address
is used for the preceding blank), then Landlord may continue to send notices to
Sublandlord at the address(es) provided in, and in accordance with the terms
of, the Lease.


 


13.           Authority. Each signatory
of this Consent Agreement represents hereby that he or she has the authority to
execute and deliver the same on behalf of the party hereto for which such
signatory is acting.


 


14.           Counterparts.
This Consent Agreement may be executed in counterparts and shall constitute an
agreement binding on all parties notwithstanding that all parties are not
signatories to the original or the same counterpart provided that all parties
are furnished a copy or copies thereof reflecting the signature of all parties.


 


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IN WITNESS WHEREOF, Landlord, Sublandlord and
Subtenant have executed this Consent Agreement as of the date set forth above.


 


	
  WITNESS/ATTEST:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EOP-STADIUM
  TOWERS, LLC., a Delaware limited

  
	
   

  	
   

  	
  liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  EOP
  Operating Limited Partnership, a

  
	
   

  	
   

  	
   

  	
   

  	
  Delaware
  limited partnership, its sole 

  
	
   

  	
   

  	
   

  	
   

  	
  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Equity
  Office Properties Trust, a

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Maryland
  real estate investment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  trust, its
  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Frank R.
  Campbell

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Frank R.
  Campbell

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS/ATTEST:

  	
   

  	
  SUBLANDLORD:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  US Bank
  National Association,

  	
   

  
	
   

  	
   

  	
  a
  national association

  	
   

  
	
  /s/ Nicole
  Shipman

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chad C. Carr

  	
   

  
	
  Name
  (print):

  	
  Nicole Shipman

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Chad C. Carr

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Project Manager

  	
   

  
	
  Name
  (print): 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS/ATTEST:

  	
   

  	
  SUBTENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Premier
  Commercial Bank,

  	
   

  
	
   

  	
   

  	
  N.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name
  (print):

  	
   

  	
   

  	
  By:

  	
  /s/ Kenneth J. Cosgrove

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kenneth J. Cosgrove

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name
  (print):

  	
   

  	
   

  	
  Title:

  	
  Chairman/CEO

  	
   

  
																	



 


 


4

















 


EXHIBIT A


 


SUBLEASE AGREEMENT


 


5

















 


OFFICE GROSS LEASE


 


for


 


STADIUM TOWERS PLAZA


Anaheim, California


 


By and Between


 


U.S. Bank National Association


 


as Sublessor


 


and


 


Premier Commercial Bank N.A


 


Prema
BanCorp,

a California corporation


 


as
Sublessee


 


April
2, 2001


 

















 


SUBLEASE
- TABLE OF CONTENTS


 


	
  SECTION:

  	
  1

  	
  TERM

  
	
   

  	
   

  	
   

  
	
   

  	
  2

  	
  RENT

  
	
   

  	
   

  	
   

  
	
   

  	
  3

  	
  TAXES

  
	
   

  	
   

  	
   

  
	
   

  	
  4

  	
  INSURANCE

  
	
   

  	
   

  	
   

  
	
   

  	
  5

  	
  ALTERATIONS, ADDITIONS, AND USE

  
	
   

  	
   

  	
   

  
	
   

  	
  6

  	
  SUBLESSOR’S REPRESENTATION

  
	
   

  	
   

  	
   

  
	
   

  	
  7

  	
  INDEMNIFICATION

  
	
   

  	
   

  	
   

  
	
   

  	
  8

  	
  MAINTENANCE, REPAIR AND PARKING

  
	
   

  	
   

  	
   

  
	
   

  	
  9

  	
  CONDEMNATION

  
	
   

  	
   

  	
   

  
	
   

  	
  10

  	
  ASSIGNMENT AND SUBLEASE

  
	
   

  	
   

  	
   

  
	
   

  	
  11

  	
  MASTER LEASE COVENANTS

  
	
   

  	
   

  	
   

  
	
   

  	
  12

  	
  SECURITY DEPOSIT

  
	
   

  	
   

  	
   

  
	
   

  	
  13

  	
  ATTORNEY’S FEES

  
	
   

  	
   

  	
   

  
	
   

  	
  14

  	
  ACCESS

  
	
   

  	
   

  	
   

  
	
   

  	
  15.

  	
  SUBLESSOR’S RIGHTS UPON DEFAULT

  
	
   

  	
   

  	
   

  
	
   

  	
  16.

  	
  NOTICES

  
	
   

  	
   

  	
   

  
	
   

  	
  17.

  	
  RIGHT TO TERMINATE

  
	
   

  	
   

  	
   

  
	
   

  	
  18.

  	
  NO OPTION TO RENEW OR EXTEND,
  OR PURCHASE

  
	
   

  	
   

  	
  LEASED PREMISES

  
	
   

  	
   

  	
   

  
	
   

  	
  19.

  	
  ENTIRE AGREEMENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SUBLEASE


 


	
  DATE: 

  	
  July 30, 2001

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PARTIES:

  	
  U.S. Bank National Association

  	
   

  	
  SUBLESSOR

  
	
   

  	
   

  	
   

  	
   

  
	
  AND:

  	
  Premier Commercial Bank,
  N.A

  	
   

  	
  SUBLESSEE

  
	
   

  	
  Prema BanCorp, a
  California

  corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Sublessor, as Lessee, and Spieker Properties, L.P., a California corporation,
as Lessor, (“Main Lessor”) entered into a Lease Agreement dated November 16,
1998 (“Master Lease”), and attached letter, dated December 14, 1998, for real
property of 4,602 rentable square feet, located at 2400 East Katella
Avenue, Suite 125, Anaheim, California 92806 (“Leased Premises”), which
property is more particularly described in the Master Lease, attached hereto as
Exhibit A, for a term which expires on November 30, 2008.


 


Sublessor desires to sublease to Sublessee the Leased Premises on the terms
and conditions set forth in this Sublease.


 


NOW THEREFORE, in consideration of the mutual promises of the parties hereto,
and other valuable consideration, Sublessor does hereby sublease to Sublessee the
Leased Premises on the following terms and conditions: 


 


SECTION 1:         TERM


 


The term of the Sublease shall commence on September 1, 2001 and shall
expire on November 30, 2008. If Sublessor’s inability is not the result of acts
or omissions of Sublessee or its agents, the Sublessee’s obligation to pay rent
shall not commence until possession of the Premises has been delivered to
Sublessee by Sublessor and if such delay in delivery of possession continues
for thirty (30) days after the commencement date, Sublessee shall have the
right to cancel this Sublease by written notice to Sublessor ten (10) days
prior to the effective date of cancellation. Sublessee’s right to delay payment
of rent until possession is delivered and Sublessee’s right to cancel if
delivery of possession is delayed for thirty (30) days after the commencement
date shall constitute Sublessee’s sole remedies for such delay. If Sublessor’s
delay is the result of acts or omissions of Sublessee or its agents, this Sublease,
and Sublessee’s obligations thereunder, shall have deemed to have become effective
as of the commencement date. Sublessor shall allow Sublessee to occupy the 


1

















 


	
  suite on September 1,
  2001, or upon written approval of the Sublease from Equity Office Properties,
  for installation of Sublessee’s improvements at no additional rent.

  
	
   

  	
   

  	
   

  
	
  SECTION 2:

  	
   

  	
  RENT

  



 


2.1          Sublessee shall pay to Sublessor in advance
on the first day of each calendar month during the term of this Sublease, a
minimum base monthly rental in the amount of $8,743.80. The base rental rate
shall increase annually in the following manner:


 


	
  Months

  	
   

  	
  Base
  Rental

  	
   

  	
  Monthly
  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1 – 3

  	
   

  	
  Free

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4 – 12

  	
   

  	
  $1.90 per square foot,
  fully serviced

  	
   

  	
  $

  	
  8,743.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13 – 24

  	
   

  	
  $1.95 per square foot,
  fully serviced

  	
   

  	
  $

  	
  8,973.90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25 – 36

  	
   

  	
  $2.00 per square foot,
  fully serviced

  	
   

  	
  $

  	
  9,204.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37 – 48

  	
   

  	
  $2.05 per square foot,
  fully serviced

  	
   

  	
  $

  	
  9,434.10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49 – 60

  	
   

  	
  $2.10 per square foot,
  fully serviced

  	
   

  	
  $

  	
  9,664.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  61 – 72

  	
   

  	
  $2.15 per square foot,
  fully serviced

  	
   

  	
  $

  	
  9,894.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  73 – 84

  	
   

  	
  $2.20 per square foot,
  fully serviced

  	
   

  	
  $

  	
  10,124.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  85 – 87

  	
   

  	
  $2.25 per square foot,
  fully serviced

  	
   

  	
  $

  	
  10,354.50

  	
   

  



 


Rent for any period during the term hereof
which is for less than one (1) month shall be a pro rata portion of the monthly
installment. 


 


2.2          In addition to the base rent set forth in
paragraph 2.1 Sublessee shall pay to Sublessor as additional rental their pro
rata share of operating expenses. This monthly fee shall be reconciled annually
by Sublessor and shall be increased or decreased according to the actual
operating costs.


 


2.3          Rent shall be payable without notice or
demand and without any deduction, offset, or abatement in lawful money of the
United States to Sublessor at the address stated herein.


 


SECTION 3:         TAXES


 


In addition to the rent set
forth above, Sublessee shall pay all personal property taxes and assessments
assessed against Sublessee or Sublessee’s property.


 


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SECTION 4:         INSURANCE


 


Sublessee will provide
Sublessor with certificates of casualty and liability insurance as required by
the Master Lease, with loss payable to the Main Lessor and Sublessor as their
respective interests may appear. 


 


SECTION 5:         ALTERATIONS, ADDITIONS, AND USE


 


The Leased Premises shall be
used solely for the operation of a professional bank and for no other purpose.
Sublessee agrees to accept the suite in its “as-is” condition and Sublessor
shall not be required to complete any work in the suite. Sublessor agrees not
to remove any of the existing teller built-ins. In the event additional work is
required, Sublessee shall contract the tenant improvements to be performed by a
licensed, bonded contractor for the state of California. Sublessor to review
and approve all plans and specifications for tenant improvements, prior to commencement,
which shall not be unreasonably withheld. Sublessee shall not commence any
alterations or additions without first having obtained the necessary permits,
if any, from the appropriate governmental agencies.


 


Sublessee shall promptly
pay, when due, all claims for work and materials furnished in connection with
any remodeling for the Leased Premises and shall not permit any liens or
encumbrances to attach to the Leased Premises and shall indemnify Sublessor
against loss thereform. Sublessee shall not make any further changes or alterations
to the Leased Premises, other than the original tenant improvements approved by
Sublessor, without the prior written consent of Sublessor. Any additional improvements
to the Leased Premises shall be at the sole expense of Sublessee.


 


SECTION 6:         SUBLESSOR’S REPRESENTATION


 


Sublessor warrants that the
Master Lease is in good standing according to its terms as of the date hereof
and that there have been no amendments thereto except as may be expressly
provided in this Sublease.


 


SECTION 7:         INDEMNIFICATION


 


Sublessee agrees to protect,
defend and hold harmless Sublessor from and against any loss, liability, claim,
damage and expense, including attorneys fees, for injury or damage of every
nature arising or resulting from Sublessee’s use of the Leased Premises or any
occurrence on or about the Leased Premises, including,


 


3

















 


without limitation, any act, omission, or
negligence of Sublessee or any officer, employee, agent, contractor, invitee or
visitor of Sublessee in, on or about the Leased Premises or Sublessee’s breach
of any provision of the Master Lease or any other provision of this Sublease.


 


SECTION 8:         MAINTENANCE, REPAIR AND PARKING


 


Sublessee acknowledges that
it has inspected the Leased Premises and accepts the same in an “as is”
condition.  Sublessee shall, at Sublessee’s
own expense, make any and all repairs required to be made by Sublessor, as
Lessee under the Master Lease.  Sublessor
shall not, under this Sublease, be called upon to make any other improvements
or repairs to the Leased Premises.  Upon
termination of this Sublease, Sublessee shall peaceably quit and surrender
possession of the Leased Premises in as good a condition and repair as the
Leased Premises were at the beginning of the term except for reasonable use,
wear and tear.  All improvements, with
the exception of Sublessee’s trade fixtures, shall become the property of
Sublessor upon the termination or expiration of the Sublease Agreement.


 


Sublessee shall be
responsible for their own telephone, cabling, and all interior repairs and
maintenance of the premises, including plumbing and electrical.  Sublessor shall be responsible for utilities
(water, sewer, garbage, gas & electric). HVAC systems and Common areas.


 


Parking, located in the lot
adjacent to the building premises, is subject to availability and at the sole
cost and expense of Sublessee.  Sublessee
and its employees and visitors shall be entitled to all rights associated with
the parking in the Master Lease, including two (2) reserved spaces.  Pursuant to the Master Lease, Sublessor shall
be responsible for paying parking costs for eighteen (18) unreserved and two
(2) reserved spaces starting November 30, 2003. 
All parking costs shall be waived by Sublessor should Sublessee not
default on the sublease.  Parking lot is
not owned, operated or controlled by Sublessor and all parking arrangements are
made directly with the building manager located in the building.


 


SECTION 9:         CONDEMNATION


 


In the event title or
possession to the whole or part of the Leased Premises shall be taken by
eminent domain, as defined in the Master Lease, and the 


 


4

















 


Master Lease shall terminate by reason
thereof, this Sublease shall terminate and all payments required hereunder
shall be prorated until the date of such termination.  In the event the taking is of less than the
whole of the Leased Premises and the Master Lease shall not terminate, and the minimum
rent thereunder shall be reduced in accordance with the terms of the Master
Lease, then this Sublease shall continue and the minimum rent hereunder shall
be reduced by the same percentage by which the minimum rent payable under the
Master Lease is reduced.  Notwithstanding
anything in the Master Lease to the contrary, Sublessee shall not be entitled
to any amount or portion of any condemnation or eminent domain award, except
for any award given for the removal or damage to Sublessee’s furniture, trade
fixtures, equipment or signs.


 


SECTION 10:       ASSIGNMENT AND SUBLEASE


 


Sublessee agrees not to
assign any interest in this Sublease or to further sublease all or any portion
of the Leased Premises without prior written consent of Sublessor.  No such assignment or sublease shall relieve
Sublessee of its obligations hereunder. 
In the event Sublessee becomes bankrupt or insolvent or makes an
assignment for the benefit of creditors, or in the event of an assignment by operation
of law, this Sublease shall become void at the option of Sublessor.  The Sublessee shall have the right at any
time to sublease all or any portion of the premises to any related entity or
affiliate of Sublessee, or to any successor corporation, whether by merger or
consolidation without the Landlord’s approval or consent, but with written
notice to Sublessor should the related entity or affiliate occupy 50% of the
Premises or more.  Sublessee shall keep
all profits.  In addition, the Sublessee
shall have the right to sublease all or any portion of the Sublessee’s premises
during the initial lease term to any Subtenant of a similar type and quality
with prior written approval from both Sublessor and Landlord of which the
consent shall not be unreasonably withheld. 
The Sublessor shall receive 50% of any revenues over Sublessee’s Base
Rent and Operating Expense charges derived from this sublease.


 


SECTION 11:       MASTER LEASE COVENANTS


 


It is understood and agreed
that, to the extent not directly inconsistent with the terms of this Sublease,
Sublessee assumes all obligations of Sublessor under the Master Lease and the
provisions of the Master Lease shall be supplemental and in 


 


5

















 


addition to the terms hereof, and, in the event
of any inconsistency between the terms, conditions and provisions of the Master
Lease and those contained herein, the terms, conditions and provisions of this
Sublease shall govern.


 


SECTION 12:       SECURITY DEPOSIT


 


Sublessee shall pay to
Sublessor the sum of $20,709.00 upon execution of this Sublease, as a security
deposit under this Sublease.  Should
default be made in the payment of any rent or other amount payable hereunder by
Sublessee when due or should Sublessee violate any of the terms, conditions or
provisions of this Sublease or should Sublessee vacate or abandon the Leased
Premises or any part thereof contrary to the terms and conditions of this
Sublease, Sublessor may, in addition to its rights and remedies set forth in
paragraph 15 hereof, apply this security deposit or any part thereof to damages
incurred by it as a result of any default by Sublessee of the terms and
conditions of the Sublease.  If Sublessee
is not then in default, Sublessor shall return the security deposit at the end
of the Sublease term less any amounts to repair damages discovered upon
inspection of the Demised Premises by Sublandlord, normal wear and tear
excluded.


 


SECTION 13:       ATTORNEY’S FEES


 


If civil action is
instituted to establish or enforce any right under this Sublease, to recover
any amounts due hereunder, to recover possession of the Leased Premises, to
correct any breach of any term, provision or condition hereof, or to litigate
any controversy arising out of this Sublease, the prevailing party in the trial
court and on any appeals shall be entitled to recover, in addition to costs and
disbursements, attorney fees in such amount as the court shall adjudge
reasonable.  Such attorney fees shall
include an amount estimated by the court as reasonable costs and attorney fees
for the prevailing party to collect and enforce any judgement, order or decree
entered.  This provision respecting
attorney fees shall survive any termination or expiration of this Sublease.


 


SECTION 14:       ACCESS


 


Sublessee shall upon
Sublessor’s request permit Sublessor reasonable access to the Premises for
purposes of inspection.


 


6

















 


SECTION 15:       SUBLESSOR’S RIGHTS UPON DEFAULT


 


In the event Sublessee (i)
defaults in the payment of any rent or other amount payable hereunder by Sublessee
when due, (ii) violates any of the other terms, conditions or provisions of
this Sublease, (iii) violates any of the applicable terms, conditions or provisions
of the Master Lease, or (iv) vacates or abandons the Leased Premises or any
part thereof contrary to the terms and provisions of this Sublease, Sublessor
may, at its option, following the delivery of written notice to Sublessee of
the default existing hereunder, re-enter and take possession of the Leased
Premises, remove Sublessee’s property thereform, relet the Leased Premises or
any part thereof on such terms, conditions and rentals, as Sublessor may deem
proper, and at Sublessor’s option, either terminate and cancel this Sublease,
or apply the proceeds that may be obtained from said releting, after deduction
of costs and expenses, to the rent due under this Sublease, and hold Sublessee
liable for any balance of rent due hereunder which may remain unsatisfied and
unpaid.


 


SECTION 16:       NOTICES


 


All notices and other
communication required under this Sublease shall be in writing and delivered
either personally or by depositing the same, postage prepaid, registered or
certified mail, return receipt requested, in the United States mail addressed
to the party hereto to whom the same is directed as follows:


 


	
  If to Sublessor:

  	
  U.S. Bank Corporate
  Properties

  
	
   

  	
  Attn: Chad Carr

  
	
   

  	
  2800 East Lake Street

  
	
   

  	
  Minneapolis, MN 55406

  



 


	
  Payments to:

  	
  U.S. Bank Corporate
  Properties Management

  
	
   

  	
  SDS 12-1716; P.O.Box 86

  
	
   

  	
  Minneapolis, Minnesota
  55486-1716

  



 


	
  If to Sublessee:

  	
  Premier Commercial Bank,
  N.A.

  
	
   

  	
  2400 East Katella Avenue,
  Suite 125

  
	
   

  	
  Anaheim, California 92806

  



 


SECTION 17:       NO OPTION TO RENEW OR EXTEND, OR
PURCHASE LEASED PREMISES


 


This Sublease does not
include an assignment of Sublessor’s rights, if any, (a) to renew to extend the
terms of the Master Lease or (b) to purchase the Leased Premises.  If Sublessor exercises their renewal option
to extend the Master Lease, Sublessor shall discuss a proposed renewal, if any,
from Sublessee.


 


7

















 


SECTION 18:       ENTIRE AGREEMENT


 


This Agreement constitutes
the entire agreement between the parties; there are no other agreements,
written or oral, concerning the subject matter of this agreement except as
specified herein.  No waiver or
modification of this Agreement shall be effective unless in writing signed by
both parties.  Waiver by either party of
any breach of any covenants, terms or provision of this Agreement shall not be
construed as a waiver of any subsequent breach of the same or any other
covenant, term or condition.


 


IN
WITNESS WHEREOF, the
parties have executed this instrument on the date first above written.


 


	
  SUBLESSOR

  	
   

  	
  SUBLESSEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Premier Commercial Bank,
  N.A

  
	
  U.S. Bank National
  Association, a

  	
   

  	
  Prema BanCorp, a California

  corporation

  
	
  national association

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Chad C. Carr   8-6-01

  	
   

  	
  By:

  	
  /s/ Kenneth Cosgrove

  
	
   

  	
  Chad C. Carr

  Leasing Manager

  	
   

  	
   

  	
  Kenneth Cosgrove

  CEO & Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bradley J. Schmidt

  	
  8-6-01

  	
   

  	
   

  
	
   

  	
  Bradley J. Schmidt

  	
   

  	
   

  
	
   

  	
  Sr. Vice-President

  	
   

  	
   

  
						



 


8

















 


BASIC LEASE INFORMATION

OFFICE GROSS


 


	
  LEASE
  DATE:

  	
   

  	
  November
  16, 1998

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
   

  	
  Bank
  of Commerce, a California corporation

  
	
   

  	
   

  	
   

  
	
  TENANT’S
  NOTICE ADDRESS:

  	
   

  	
  2400
  East Katella Avenue, Suite 125

  
	
   

  	
   

  	
  Anaheim,
  CA 92806

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
  John
  Smith

  
	
   

  	
   

  	
  Bank
  of Commerce 

  
	
   

  	
   

  	
  9918
  Hibert, 2nd Floor

  
	
   

  	
   

  	
  San
  Diego, CA 92131-1018

  
	
   

  	
   

  	
   

  
	
  TENANT’S
  BILLING ADDRESS:

  	
   

  	
  9918
  Hibert, 2nd Floor

  
	
   

  	
   

  	
  San
  Diego, CA 92131-1018

  
	
   

  	
   

  	
   

  
	
  TENANT
  CONTACT:          John
  Smith

  	
   

  	
  PHONE
  NUMBER:    619/536-4540

  
	
   

  	
   

  	
  FAX
  NUMBER:         619/536-1068

  
	
   

  	
   

  	
   

  
	
  LANDLORD:

  	
   

  	
  Spieker
  Properties, L.P., a California limited partnership

  
	
   

  	
   

  	
   

  
	
  LANDLORD
  CONTACT:  Angela Pulizzi

  	
   

  	
  PHONE
  NUMBER: 714/978-9300

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FAX
  NUMBER: 714/978-9339

  
	
   

  	
   

  	
   

  
	
  LANDLORD’S
  NOTICE ADDRESS:

  	
   

  	
  2400
  E. Katella Avenue, Suite 580, Anaheim CA 92806

  
	
   

  	
   

  	
   

  
	
  LANDLORD’S
  REMITTANCE ADDRESS:

  	
   

  	
  Dept.
  #11931, P.O. Box 60077, Los Angeles, CA 90060-0077

  
	
   

  	
   

  	
   

  
	
  Project
  Description:

  	
   

  	
  A
  master planned office development currently consisting of one twelve (12)
  story high rise office building and parking structure along with
  appurtenances as shown as Exhibit “A” attached hereto.  Landlord plans to cause a high rise office
  building (“Phase 2”) to be constructed on the adjacent parcel.  The Project together with the Building and
  Phase 2 and all related improvements, facilities, and appurtenances, shall
  hereinafter be collectively referred to as the Project and commonly known as
  Stadium Towers Plaza.

  
	
   

  	
   

  	
   

  
	
  Building
  Description:

  	
   

  	
  A
  twelve (12) story high-rise office building commonly known as Stadium Towers
  Plaza and located at 2400 E. Katelia Ave., Anaheim as shown on Exhibit “A”
  attached hereto.

  
	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
  Suite
  125 of the Building consisting of approximately 4,602 rentable square feet as
  shown on Exhibit “B”.

  
	
   

  	
   

  	
   

  
	
  Permitted
  Use:

  	
   

  	
  General
  office and retail and related services for a bank and no other use.

  
	
   

  	
   

  	
   

  
	
  Occupancy
  Density:

  	
   

  	
  Not
  to exceed eighteen (18) permanent employees.

  
	
   

  	
   

  	
   

  
	
  Parking
  Density:

  	
   

  	
  Not
  to exceed eighteen (18) unreserved and two (2) reserved parking spaces.

  
	
   

  	
   

  	
   

  
	
  Parking
  and Parking Charge:

  	
   

  	
  Landlord
  agrees to provide parking, unreserved, in common for employees without charge
  for the first sixty (60) months of the lease Term based upon four (4) parking
  spaces for every one thousand (1,000) rentable square feet.  After November 30, 2003, Tenant shall pay
  for parking as Additional Rent based upon the number of parking spaces defined
  in Parking Density, multiplied by the following rates during the Initial
  Term: unreserved parking shall be $45 per stall per month; reserved customer
  parking shall be $75 per stall per month; reserved Tenant parking shall be
  offered starting at $65 per stall per month (price dependent on location)
  subject to increase thereafter. 
  Inclusive of the Parking Density, Tenant shall have two (2) customer
  parking stalls near the entrance to the Premises for ATM customers.  Note that all parking is subject to pre-existing
  rights.  Parking will be provided
  during the hours of 8:00 AM to 6:00

  



 

















 


OFFICE GROSS LEASE


 


for


 


STADIUM TOWERS PLAZA


Anaheim, California


 


By and Between


 


Spieker Properties, L. P.,


a California limited partnership


 


as Landlord


 


and


 


Bank of Commerce,


A California corporation


 


as Tenant


 

















BASIC LEASE INFORMATION


OFFICE GROSS


 


	
  LEASE DATE:

  	
   

  	
  November 16, 1998

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
   

  	
  Bank of Commerce, a California corporation

  
	
   

  	
   

  	
   

  
	
  TENANT’S NOTICE ADDRESS:

  	
   

  	
  2400 East Katella Avenue, Suite 125

  
	
   

  	
   

  	
  Anaheim, CA 92806

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
  John Smith

  
	
   

  	
   

  	
  Bank of Commerce 

  
	
   

  	
   

  	
  9918 Hibert, 2nd Floor

  
	
   

  	
   

  	
  San Diego, CA 92131-1018

  
	
   

  	
   

  	
   

  
	
  TENANT’S BILLING ADDRESS:

  	
   

  	
  9918 Hibert, 2nd Floor

  
	
   

  	
   

  	
  San Diego, CA 92131-1018

  
	
   

  	
   

  	
   

  
	
  TENANT
  CONTACT:          John
  Smith

  	
   

  	
  PHONE
  NUMBER:    619/536-4540

  
	
   

  	
   

  	
  FAX
  NUMBER:         619/536-1068

  
	
   

  	
   

  	
   

  
	
  LANDLORD:

  	
   

  	
  Spieker Properties, L.P., a California limited partnership

  
	
   

  	
   

  	
   

  
	
  LANDLORD CONTACT: Angela Pulizzi

  	
   

  	
  PHONE NUMBER: 714/978-9300

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FAX NUMBER: 714/978-9339

  
	
   

  	
   

  	
   

  
	
  LANDLORD’S NOTICE ADDRESS:

  	
   

  	
  2400 E. Katella Avenue, Suite 580, Anaheim CA 92806

  
	
   

  	
   

  	
   

  
	
  LANDLORD’S REMITTANCE ADDRESS:

  	
   

  	
  Dept. #11931, P.O. Box 60077, Los Angeles, CA 90060-0077

  
	
   

  	
   

  	
   

  
	
  Project Description:

  	
   

  	
  A master planned office development currently consisting of one
  twelve (12) story high rise office building and parking structure along with
  appurtenances as shown as Exhibit “A” attached hereto.  Landlord plans to cause a high rise office
  building (“Phase 2”) to be constructed on the adjacent parcel.  The Project together with the Building and
  Phase 2 and all related improvements, facilities, and appurtenances, shall
  hereinafter be collectively referred to as the Project and commonly known as
  Stadium Towers Plaza.

  
	
   

  	
   

  	
   

  
	
  Building Description:

  	
   

  	
  A twelve (12) story high-rise office building commonly known as
  Stadium Towers Plaza and located at 2400 E. Katelia Ave., Anaheim
  as shown on Exhibit “A” attached hereto.

  
	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
  Suitte 125 of the Building consisting of approximately 4,602 rentable
  square feet as shown on Exhibit “B”.

  
	
   

  	
   

  	
   

  
	
  Permitted Use:

  	
   

  	
  General office and retail and related services for a bank and no
  other use.

  
	
   

  	
   

  	
   

  
	
  Occupancy Density:

  	
   

  	
  Not to exceed eighteen (18) permanent employees.

  
	
   

  	
   

  	
   

  
	
  Parking Density:

  	
   

  	
  Not to exceed eighteen (18) unreserved and two (2) reserved parking
  spaces.

  
	
   

  	
   

  	
   

  
	
  Parking and Parking Charge:

  	
   

  	
  Landlord agrees to provide parking, unreserved, in common for
  employees without charge for the first sixty (60) months of the lease Term
  based upon four (4) parking spaces for every one thousand (1,000) rentable
  square feet.  After November 30, 2003,
  Tenant shall pay for parking as Additional Rent based upon the number of
  parking spaces defined in Parking Density, multiplied by the following rates
  during the Initial Term: unreserved parking shall be $45 per stall per month;
  reserved customer parking shall be $75 per stall per month; reserved Tenant
  parking shall be offered staring at $65 per stall per month (price dependent
  on location) subject to increase thereafter. 
  Inclusive of the Parking Density, Tenant shall have two (2) customer
  parking stalls near the entrance to the Premises for ATM customers.  Note that all parking is subject to pre-existing
  rights.  Parking will be provided
  during the hours of 8:00 AM to 6:00

  



 

















 


	
   

  	
   

  	
  PM, Monday through Friday only. Should Tenant request additional
  parking spaces, Landlord, at Landlord’s sole descretion, shall determine
  rule, location and availability.

  
	
   

  	
   

  	
   

  
	
  Scheduled Term Commencement Date:

  	
   

  	
  December 1, 1998

  
	
   

  	
   

  	
   

  
	
  Scheduled Length of Term

  	
   

  	
  120 months

  
	
   

  	
   

  	
   

  
	
  Scheduled Term Expiration Date:

  	
   

  	
  November 30, 2008

  
	
   

  	
   

  	
   

  
	
  Rent:

  	
   

  	
   

  



 


	
  Base
  Rent:

  	
   

  	
  Month

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
   

  
	
  12-1-98

  	
   

  	
  1-12

  	
   

  	
  $

  	
  8,974

  	
   

  	
   

  
	
  12-1-99

  	
   

  	
  13-24

  	
   

  	
  $

  	
  9,243

  	
   

  	
   

  
	
  12-1-00

  	
   

  	
  25-36

  	
   

  	
  $

  	
  9,520

  	
   

  	
   

  
	
   

  	
   

  	
  37-48

  	
   

  	
  $

  	
  9,806

  	
   

  	
   

  
	
   

  	
   

  	
  49-60

  	
   

  	
  $

  	
  10,100

  	
   

  	
   

  
	
   

  	
   

  	
  61-72

  	
   

  	
  $

  	
  10,403

  	
   

  	
   

  
	
   

  	
   

  	
  73-84

  	
   

  	
  $

  	
  10,715

  	
   

  	
   

  
	
   

  	
   

  	
  85-96

  	
   

  	
  $

  	
  11,037

  	
   

  	
   

  
	
   

  	
   

  	
  97-108

  	
   

  	
  $

  	
  11,368

  	
   

  	
   

  
	
   

  	
   

  	
  109-120

  	
   

  	
  $

  	
  11,709

  	
   

  	
   

  



 


	
  Base Year for Operating Expenses:

  	
   

  	
  1999 calendar year.

  
	
   

  	
   

  	
   

  
	
  Security Deposit:

  	
   

  	
  $14,636

  
	
   

  	
   

  	
   

  
	
  Tenant’s Proportionate Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                  Of Building

  	
   

  	
  Rentable area of the Premises divided by rentable area of Building:
  1.80%

  
	
                  Of Project:

  	
   

  	
  Rentable area of the Premises divided by rentable area of the
  Building (as determined by Landlord in a commercially reasonable manner). In
  addition, Tenant shall pay a equitable proportionate share of the Operating
  Expenses of the exterior common areas of the Project (including the parking
  structures), based upon the rentable square footage of Tenant's Premises
  divided by the leasable square footage of the Project.  In no event shall Tenant be responsible for
  any costs associated with the construction (or unchanged [ILLEGIBLE] costs)
  of the proposed Phase 2 office building as described in Project Description,
  share:1.80%

  
	
   

  	
   

  	
   

  



The foregoing Basic Lease Information is incorporated into and made a
part of the Lease.  Each reference in this
Lease to any of the Basic Lease Information shall mean the respective information
above and shall be construed to incorporate all of the terms provided under the
particular Lease paragraph pertaining to such information.  In the event of any conflict between the
Basic Lease Information and the Lease, the latter shall control.


 


 


2

















 


	
  LANDLORD

  	
  TENANT

  
	
   

  	
   

  
	
  Spieker Properties, L.P.,

  	
  Bank of Commerce

  
	
  a California limited partnership

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: Spieker Properties, Inc.,

  	
   

  
	
  a Maryland corporation,

  	
   

  
	
  its general partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alan Dibartolomeo

  	
   

  	
  By:

  	
  /s/ Ernest Gwin

  	
   

  
	
   

  	
  Alan Dibartolomeo

  	
   

  	
   

  	
  Ernest Gwin

  	
   

  
	
   

  	
  Vice President

  	
   

  	
   

  	
  Senior Vice President, Regional Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John Davenport

  	
   

  	
  By:

  	
  /s/ Gary Cristofani

  	
   

  
	
   

  	
  John Davenport

  	
   

  	
   

  	
  Gary Cristofani

  	
   

  
	
   

  	
  Regional Senior Vice President

  	
   

  	
  Executive Vice President

  



 


3

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
  Basic Lease Information

  	
  1

  
	
   

  	
  Table of Contents

  	
  3

  
	
  1.

  	
  Premises

  	
  5

  
	
  2

  	
  Possession and Lease Commencement

  	
  5

  
	
  3.

  	
  Term

  	
  5

  
	
  4.

  	
  Use

  	
  5

  
	
  5.

  	
  Rules and Regulations

  	
  6

  
	
  6.

  	
  Rent

  	
  6

  
	
  7.

  	
  Operating Expenses

  	
  7

  
	
  8.

  	
  Insurance and Indemnification

  	
  8

  
	
  9.

  	
  Waiver of Subrogation

  	
  9

  
	
  10.

  	
  Landlord’s Repairs and Maintenance

  	
  10

  
	
  11.

  	
  Tenant’s Repair and Maintenance

  	
  10

  
	
  12.

  	
  Alterations

  	
  10

  
	
  13.

  	
  Signs 

  	
  11

  
	
  14.

  	
  Inspection/Posting Notices

  	
  11

  
	
  15.

  	
  Services and Utilities

  	
  11

  
	
  16.

  	
  Subordination

  	
  12

  
	
  17.

  	
  Financial Statements

  	
  12

  
	
  18.

  	
  Estoppel Certificate

  	
  12

  
	
  19.

  	
  Security Deposit

  	
  12

  
	
  20.

  	
  Limitation of Tenant’s Remedies

  	
  12

  
	
  21.

  	
  Assignment and Subletting

  	
  13

  
	
  22.

  	
  Authority of Tenant

  	
  13

  
	
  23.

  	
  Condemnation

  	
  14

  
	
  24.

  	
  Causalty Damage

  	
  14

  
	
  25.

  	
  Holding Over

  	
  15

  
	
  26.

  	
  Default

  	
  15

  
	
  27.

  	
  Liens

  	
  16

  
	
  28.

  	
  Substitution

  	
  16

  
	
  29.

  	
  Transfers by Landlord

  	
  16

  
	
  30.

  	
  Right of Landlord to Perform Tenant’s Covenants

  	
  17

  
	
  31.

  	
  Waiver

  	
  17

  
	
  32.

  	
  Notices

  	
  17

  
	
  33.

  	
  Attorney’s Fees

  	
  17

  
	
  34.

  	
  Successors And Assigns

  	
  17

  
	
  35.

  	
  Force Majetre

  	
  17

  
	
  36.

  	
  Surrender of Premises

  	
  17

  
	
  37.

  	
  Parking

  	
  18

  
	
  38.

  	
  Miscellaneous

  	
  18

  
	
  39.

  	
  Additional Provisions

  	
  19

  
	
  40.

  	
  Jury Trial Waiver

  	
  20

  
	
   

  	
  Signatures

  	
  20

  



 


	
   

  	
   

  	
   

  
	
  Exhibits:

  	
   

  	
   

  
	
   

  	
  Exhibit A

  	
  Site Plan/Property Description

  
	
   

  	
  Exhibit B

  	
  Outline of Premises

  
	
   

  	
  Exhibit C

  	
  Tenant Improvements and Specifications

  
	
   

  	
  Exhibit C-1

  	
  Space Plan

  
	
   

  	
  Exhibit D

  	
  Building/Project Rules and Regulations

  
	
   

  	
  Exhibit E

  	
  Parking Rules and Regulations

  
	
   

  	
  Exhibit F

  	
  Building Signage Criteria

  
	
   

  	
  Exhibit F-1

  	
  Building Eyebrow Signage

  
	
   

  	
  Exhibit G

  	
  Janitorial Specifications

  



 


4

















 


LEASE


 


THIS LEASE is made as of the
15th day of November, 1998, by and between Spieker Properties, L.P., a
California limited partnership, (hereinafter called “Landlord”),
Bank of Commerce, a California corporation, (hereinafter called “Tenant”).


 


1.             PREMISES


 


Landlord
leases to Tenant and Tenant leases from Landlord, upon the terms and conditions
hereinafter set forth, those premises (the “Premises”)
outlined in red on Exhibit B and described in the Basic Lease Information. The
Premises shall be all or part of a building (the “Building”)
and of a project (the “Project”),
which may consist of more than one building and additional facilities, as described
in the Basic Lease Information. The Building and Project are outlined in blue
and green respectively on Exhibit A. Landlord and Tenant acknowledge that
physical changes may occur from time to time in the Premises, Building or
Project, and that the number of buildings and additional facilities which
constitute the Project may change from time to time, which may result in an
adjustment in Tenant’s Proportionate Share, as defined in the Basic Lease
Information, as provided in Paragraph 7.A.


 


2.             POSSESSION AND LEASE
COMMENCEMENT


 


A.            Existing Improvements. If this Lease pertains to a Premises in
which the interior improvements have already been constructed (“Existing
Improvements”), the provisions of this Paragraph 2.A. shall apply and the term
commencement date (“Term Commencement Date”) shall be the earlier of the date
on which (1) Tenant [ILLEGIBLE] possession of some or all of the Premises; or
(2) Landlord notifies Tenant that Tenant may occupy the Premises.  If for any reason Landlord cannot deliver possession
of the Premises to Tenant on the scheduled Term Commencement Date, Landlord
shall not be subject to any liability therefor, nor shall Landlord be in
default hereunder nor shall such failure affect the validity of this Lease, and
Tenant agrees to accept possession of the Premises at such [ILLEGIBLE] as
Landlord is able to deliver the same, which date shall then be deemed the Term
Commencement  Date.  Tenant shall not be liable for any Rent
(defined below) for any period prior to the Term Commencement Date.  Tenant acknowledges that Tenant has inspected
and accepts the Premises in their present condition, “as in” and as suitable
for, the Permitted Use (as defined below), and for Tenant’s intended operations
in the Premises, Tenant agrees that the Premises and other improvements are in
good and satisfactory condition as of when possession was taken.  Tenant further acknowledges that no
representations as to the condition or repair of the Premises nor promises to alter
[ILLEGIBLE] or improve the Premises have been made by Landlord or any agents of
Landlord unless such are expressly set forth in this Lease. Upon Landlord’s
request, Tenant shall promptly execute and return to Landlord a “Start Up Letter”
in which Tenant shall agree among other things, to acceptance of the Premises
and to the determination of the Term Commencement Date, in accordance with the
terms of this Lease, but Tenant’s failure or refusal to do so shall not negate
Tenant’s acceptance of the Premises or affect determination of the Term Commencement
Date.


 


B.            Construction
of Improvements. If this Lease pertains to a Building to be constructed or
improvements to be constructed within a Building, the provisions of this Paragraph
2.B. shall apply in lieu of the provisions of Paragraph 2.A. above and the term
commencement date (“Term Commencement Date”)
shall be the earlier of the date on which: (1) Tenant takes possession of some
or all of the Premises; or (2) the improvements to be constructed or performed
in the Premises by Landlord (if any) shall have been substantially completed in
accordance with the plans and specifications, if any, described on Exhibit C
and Tenant’s taking of possession of the Premises or any part thereof shall
constitute Tenant’s confirmation of substantial completion for all purposes
hereof, whether or not substantial completion of the Building or Project shall
have occurred.  If for any reason
Landlord cannot deliver possession of the Premises to Tenant on the scheduled
Term Commencement Date, Landlord shall not be subject to any liability
therefor, nor shall Landlord be in default hereunder nor shall such failure
affect the validity of this Lease, and Tenant agrees to accept possession of
the Premises at such time as such improvements have been substantially completed,
which date shall then be deemed the Term Commencement Date. Tenant shall not be
liable for any Rent for any period prior to the Term Commencement Date (but
without affecting any obligations of Tenant under any improvement agreement
appended to this Lease).  In the event of
any dispute as to substantial completion of work performed or required to be
performed by Landlord, the certificate of Landlord’s architect or general
contractor shall be conclusive. 
Substantial completion shall have occurred notwithstanding Tenant’s submission
of a punchlist to Landlord, which Tenant shall submit, if at all, within five(5)  three (3) business days after the Term Commencement Date or
otherwise in accordance with any improvement agreement appended to this Lease.
Upon Landlord’s request, Tenant shall promptly execute and return to Landlord a
“Start-up Letter” in which Tenant shall agree, among other things, to
acceptance of the Premises and to the determination of the Term Commencement
Date, in accordance with the terms of this Lease, but Tenant’s failure or
refusal to do so shall not negate Tenant’s acceptance of the Premises or affect
determination of the Term Commencement Date. Substantial completion is hereinafter defined as the work contemplated
on Exhibit “C” and Exhibit “C-1” being completed less nominal cosmetic,
deficiencies to the wall, floor and millwork surfaces and other missing or
incomplete components of the improvements, which would not substantially
interfere with Tenant’s conduct of its business.  Notwithstanding anything to the contrary
contained in this Lease the Scheduled Term Commencement Date shall occur on
December 1, 1998, regardless of when the Premises are tendered to Tenant,
substantially completed, Tenant agrees to use commercially reasonable efforts
to control its customers, visitors and invitees and otherwise to prevent any of
them from causing damage to the Building, Premises or any person on or about
the Premises. In the event that Tenant fails to use such commercially
reasonable efforts to control the activities of Tenant’s customers, visitors
and invitees and this failure is a cause of damage to the Building, Premises or
any person lawfully on our about the Premises, 
Tenant shall indemnify Landlord, pursuant to the provisions of Paragraph
8(c), for any damages caused by such customers, visitors and invitees.


 


3.             TERM


 


The term of
this Lease (the “Term”) shall commence on the Term
Commencement Date and continue in full force and effect for the number of
months specified as the Length of Term in the Basic Lease Information or until
this Lease is terminated as otherwise provided herein. If the Term Commencement
Date is a date other than the first day of the calendar month, the Term shall
be the number of months of the Length of Term in addition to the remainder of
the calender month following the Term Commencement Date.


4.             USE


 


A.            General.
Tenant shall use the Premises for the permitted use specified in the Basic
Lease Information (“Permitted Use”) and for no other use or purpose. Tenant
shall use commercially reasonable efforts to
control Tenant’s employees, agents, customers, visitors, invitees, licensees,
contractors, assignees and subtenants (collectively, “Tenant’s
Parties”) in such a manner that Tenant and Tenant’s Parties
cumulatively do not exceed the occupant density (the “Occupancy
Density”) or the parking density (the “Parking
Density”) specified in the Basic Lease Information at any time.  Tenant shall pay the Parking Charge specified
in the Basic Lease Information as Additional Rent (as hereinafter defined)
hereunder.  So long as Tenant is
occupying the Premises,  Tenant and
Tenant’s Parties shall have the nonexclusive right to use, in common with other
parties occupying the Building or project, the parking areas, driveways and
other


 


5

















 


common areas of the Building
and Project, subject to the terms of this Lease and such rules and regulations
as Landlord may from time to time prescribe. 
Landlord reserves the right, without notice or liability or cost to Tenant, and without the
same constituting an actual or constructive eviction, to alter or modify the
common areas from time to time, in a commercially
reasonable manner, including the location and configuration
thereof, and the amenities and facilities which Landlord may determine to
provide from time to time.  Notwithstanding the foregoing, Landlord shall use
commercially reasonable efforts to avoid blocking occurs to the ATM and Night
Drop.


 


B.            Limitations.
Tenant shall not permit any odors, smoke, dust, gas, substances, noise or
vibrations to emanate from the Premises or from any portion of the common areas
as a result of Tenant’s or any Tenant’s Party’s use thereof, nor take any
action which would constitute a nuisance or would disturb, obstruct or endanger
any other tenants or occupants of the Building or Project or elsewhere, or interfere
with their use of their respective premises or common areas. Storage outside
the Premises of materials, vehicles or any other items is prohibited. Tenant
shall not use or allow the Premises to be used for any immoral, improper or
unlawful purpose, nor shall Tenant cause or maintain or permit any nuisance in,
on or about the Premises. Tenant shall not commit or suffer the commission of
any waste in, on or about the Premises. Tenant shall not allow any sale by
auction upon the Premises, or place any loads upon the floors, walls or
ceilings which could endanger the structure, or place any harmful substances in
the drainage system of the Building or Project. No waste, materials or refuse
shall be dumped upon or permitted to remain outside the Premises. Landlord
shall not be responsible to Tenant for the non-compliance by any other tenant
or occupant of the Building or Project with any of the above-referenced rules
or any other terms or provisions of such tenant’s or occupant’s lease or other
contract. Landlord shall use commercially reasonable
efforts to enforce the rules and regulations in a non-discriminatory manner.


 


C.            Compliance
with Regulations. By entering the Premises (when
Landlord tenders the premises to Tenant, substantially completed).
Tenant accepts the Premises in the condition existing as of the date of such
entry.  Tenant shall at its sole cost and
expense strictly comply with all existing or future applicable municipal, state
and federal and other governmental statutes, rules, requirements, regulations,
laws and ordinances, including zoning ordinances and regulations, and
covenants, assements and restrictions of record governing and relating to the
use, occupancy or possession of the Premises, to Tenant’s use of the common
areas, or to the use, storage, generation or disposal of Hazardous Materials
(hereinafter defined) (collectively “Regulations”).  Tenant shall at its sole cost and expense obtain
any and all licenses or permits necessary for Tenant’s use of the Premises.
Tenant shall at its sole cost and expense promptly comply with the requirements
of any board of fire underwriters or other similar body now or hereafter
constituted. Tenant shall not do or permit anything to be done in, on, under or
about the Project or bring or keep anything which will in any way increase the
rate of any insurance upon the Premises, Building or Project or upon any
contents therein or cause a cancellation of said insurance or otherwise affect
said insurance in any manner.  Tenant
shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect
and hold Landlord harmless from and against any loss, cost, expense, damage,
attorneys’ fees or liability arising out of the failure of Tenant to comply
with any Regulation. Tenant’s obligations pursuant to the foregoing indemnity
shall survive the expiration or earlier termination of this Lease.


 


D.            Hazardous Materials. As used in this Lease, “Hazardous Materials” shall include, but not be limited to,
hazardous, toxic and radioactive materials and those substances defined as “hazardous
substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or
other similar designations in any Regulation. Tenant shall not cause, or allow
any of Tenant’s Parties to cause, any Hazardous Materials to be handled, used,
generated, stored, released or disposed of in, on, under or about the Premises,
the Building or the Project or surrounding land or environment in violation of
any Regulations. Tenant must obtain Landlord’s written consent prior to the introduction
of any Hazardous Materials onto the Project. Notwithstanding the foregoing,
Tenant may handle, store, use and dispose of products containing small
quantities of Hazardous Materials for “general office purposes” (such as toner
for copiers) to the extent customary and necessary for the Permitted Use of the
Premises; provided that Tenant shall always handle, store, use, and dispose of
any such Hazardous Materials in a safe and lawful manner and never allow such
Hazardous Materials to contaminate the Premises, Building, or Project or
surrounding land or environment. Tenant shall immediately notify Landlord in writing
of any Hazardous Materials’ contamination of any portion of the Project of
which Tenant becomes aware, whether or not caused by Tenant. Landlord shall have
the right at all reasonable times to inspect the Premises and to conduct tests and
investigations to determine whether Tenant is in compliance with the foregoing
provisions, the costs of all such inspections, tests and investigations to be
borne by Tenant.  Tenant shall indemnify,
defend (by counsel reasonably acceptable to Landlord), protect and hold
Landlord harmless from and against any and all claims, liabilities, losses,
costs, loss of rents, liens, damages, injuries or expenses (including attorneys’
and consultants’ fees and court costs), demands, causes of action, or judgments
directly or indirectly arising out of or related to the use, generation,
storage, release, or disposal of Hazardous Materials by Tenant or any of Tenant’s
Parties in, on, under or about the Premises, the Building or the Project or
surrounding land or environment, which indemnity shall include, without
limitation, damages for personal or bodily injury, property damage, damage to
the environment or natural resources occurring on or off the Premises, losses
attributable to diminution in value or adverse effects on marketability, the
cost of any investigation, monitoring, government oversight, repair, removal,
remediation, restoration, abatement, and disposal, and the preparation of any
closure or other required plans, whether such action is required or necessary
prior to or following the expiration or earlier termination of this Lease.  Neither the consent by Landlord to the use,
generation, storage, release or disposal of Hazardous Materials nor the strict
compliance by Tenant with all laws pertaining to Hazardous Materials shall
excuse Tenant from Tenant’s obligation of indemnification pursuant to this
Paragraph 4.D. Tenant’s obligations pursuant to the foregoing indemnity shall
survive the expiration or earlier termination of this Lease.


 


5.             RULES AND REGULATIONS


 


Tenant shall
faithfully observe and comply with the building rules and regulations attached
hereto as Exhibit D and any other rules and regulations and any modifications
or additions thereto which Landlord may from time to time prescribe in writing
for the purpose of maintaining the proper care, cleanliness, safety, traffic
flow and general order of the Premises or the Building or Project. Tenant shall
cause Tenant’s Parties to comply with such rules and regulations. Landlord
shall not be responsible to Tenant for the non-compliance by any other tenant
or occupant of the Building or Project with any of such rules and regulations,
any other tenant’s or occupant’s lease or any Regulations. Landlord
shall use commercially reasonable efforts to enforce the rules and regulations
in a non-discriminatory manner.


 


6.             RENT


 


A.            Base Rent. Tenant shall pay to Landlord and Landlord shall receive,
without notice or demand throughout the Term, Base Rent as specified in the
Basic Lease Information, payable in monthly installments in advance on or
before the first day of each calendar month, in lawful money of the United
States, without deduction or offset whatsoever, at the Remittance Address specified
in the Basic Lease Information or to such other place as Landlord may from time
to time designate in writing. Base Rent for the first full month of the Term shall
be paid by Tenant upon Tenant’s execution of this Lease. If the obligation for
payment of Base Rent commences on a day other than the first day of a month,
then Base Rent shall be prorated and the prorated installment shall be paid on
the first day of the calendar month next succeeding the Term Commencement Date.
 The Base Rent payable by Tenant
hereunder is subject to adjustment as provided elsewhere in this Lease, as
applicable.  As used herein, the term “Base Rent” shall mean the Base Rent specified in the Basic
Lease Information as it may be so adjusted from time to time.


 


6

















 


B.            Additional Rent. All monies other than Base Rent required to
be paid by Tenant hereunder, including, but not limited to, Tenant’s Proportionate
Share of Operating Expenses, as specified in Paragraph 7 of this Lease, charges
to be paid by Tenant under Paragraph 15, the interest and late charge described
in Paragraphs 26.C. and D., and any monies spent by Landlord pursuant to
Paragraph 30, shall be considered additional rent (“Additional
Rent”). “Rent” shall
mean Base Rent and Additional Rent.


 


7.             OPERATING EXPENSES


 


A.            Operating Expenses. In addition to the Base Rent required to
be paid hereunder, beginning with the expiration of the Base Year specified in the
Basic Lease Information (the “Base Year”),
Tenant shall pay as Additional Rent, Tenant’s Proportionate Share of the Building
and/or Project (as applicable), as defined in the Basic Lease Information, of
increases in Operating Expenses (defined below) over the Operating Expenses
incurred by Landlord during the Base Year (the “Base Year
Operating Expenses”), in the manner set forth below.  Tenant shall pay the applicable Tenant’s
Proportionate Share of each such Operating Expenses.  Landlord and Tenant acknowledge that if the
number of buildings which constitute the Project increases or decreases, or if
physical changes are made to the Premises, Building or Project or the
configuration of any thereof, Landlord consistent with the
provisions of the Basic Lease Information and in a commercially reasonable
manner, may adjust Tenant’s Proportionate Share of the Building or Project to
reflect the change may at its discretion reasonably adjust Tenant’s Proportionate Share of
the Building or Project to reflect the charge Landlord’s determination of Tenant’s
Proportionate share of the Building and of the Project shall be conclusive so
long as it is reasonably and consistently applied.  “Operating Expenses”
shall mean all expenses and costs of every kind and nature which Landlord shall
pay or become obligated to pay, because of or in connection with the ownership,
management, maintenance, repair preservation, replacement and operation of the
Building or Project and its supporting facilities and such additional
facilities now and in subsequent years as may be determined by Landlord to be
necessary or desirable to the Building and/or Project (as determined in a
reasonable manner) other than those expenses and costs which are specifically
attributable to Tenant or which are expressly made the financial responsibility
of Landlord or specific tenants of the Building or Project pursuant to this
Lease. Operating Expenses shall include, but are not limited to, the following:


 


(1)           Taxes. All real
property taxes and assessments, possessory interest taxes, sales taxes,
personal property taxes, business or license taxes or fees, gross receipts
taxes, service payments in lieu of such taxes or fees, annual or periodic license
or use fees, excises, transit charges, and other impositions, general and
special, ordinary and extraordinary, unforeseen as well as foreseen, of any
kind (including fees “in-lieu” of any such tax or assessment) which are now or
hereafter assessed, levied, charged, confirmed, or imposed by any public
authority upon the Building or Project, its operations or the Rent (or any
portion or component thereof), or any tax, assessment or fee imposed in
substitution, partially or totally, of any of the above. Operating Expenses
shall also include any taxes, assessments, reassessments, or other fees or
impositions with respect to the development, leasing, management, maintenance,
alteration, repair, use or occupancy of the Premises. Building or Project or
any portion thereof, including, without limitation, by or for Tenant, and all
increases therein or reassessments thereof whether the increases or
reassessments result from increased rate and/or valuation (whether upon a
transfer of the Building or Project or any portion thereof or any interest
therein or for any other reason). Operating Expenses shall not include
inheritance or estate taxes imposed upon or assessed against the interest of
any person in the Project, or taxes computed upon the basis of the net income
of any owners of any interest in the Project. If it shall not be lawful for
Tenant to reimburse Landlord for all or any part of such taxes, the monthly
rental payable to Landlord under this Lease shall be revised to net Landlord
the same net rental after imposition of any such taxes by Landlord as would
have been payable to Landlord prior to the payment of any such taxes.


 


(2)           Insurances.  All insurance premiums and costs, including,
but not limited to, any deducible amounts, premiums and others costs of
insurance incurred by Landlord, including for the insurance coverage set forth
in Paragraph 8.A. herein.


 


(3)           Common Area
Maintenance.


 


(a)           Repairs,
replacements, and general maintenance of and for the Building and Project and
public and common areas and facilities of and comprising the Building and
Project, including, but not limited to, the roof and roof membrane, windows,
elevators, restrooms, conference rooms, health club facilities, lobbies, mezzanines,
balconies, mechanical rooms, building exteriors, alarm systems, pest
extermination, landscaped areas, parking and service areas, driveways,
sidewalks, loading areas, fire sprinkler systems, sanitary and storm sewer
lines, utility services, heating/ventilation/air conditioning systems,
electrical, mechanical or other systems, telephone equipment and wiring
servicing, plumbing, lighting, and any other items or areas which affect the
operation or appearance of the Building or Project, which determination shall
be at Landlord’s discretion (provided that any
replacements shall be of at least the same or similar materials and quality of
that which is being replaced), except for: those items expressly
made the financial responsibility of Landlord pursuant to Paragraph 10 hereof;
those items to the extend paid for by the proceeds of insurance; and those
items attributable solely or jointly to specific tenants of the Building or
Project.


 


(b)           Repairs,
replacements, and general maintenance shall include the cost of any capital
improvements made to or capital assets acquired for the Project or Building
that in Landlord’s discretion will may
reduce any other Operating Expenses, including present or future repair work,
are reasonably necessary for the health and safety of the occupants of the
Building or Project, or are required to comply with any Regulation, such costs
or allocable portions thereof to be amortized over such reasonable period as
Landlord shall determine, together with interest on the unamortized balance at
the publicly announced “prime rate” charged by Wells Fargo Bank, N.A. (San
Francisco) or its successor at the time such improvements or capital assets are
constructed or acquired, plus two (2) percentage points, or in the absence of such
prime rate, then at the U.S. Treasury six-month market note (or bond, if so
designated) rate as published by any national financial publication selected by
Landlord, plus four (4) percentage points, but in no event more than the
maximum rate permitted by law, plus reasonable financing charges.


 


(c)           Payment
under or for any easement, license, permit, operating agreement, declaration,
restrictive covenant or instrument relating to the Building or Project.


 


(d)           All
expenses and rental related to services and costs of supplies, materials and
equipment used in operating, managing and maintaining the Premises, Building
and Project, the equipment therein and the adjacent sidewalks, driveways,
parking and service areas, including, without limitation, expenses related to
service agreements regarding security, fire and other alarm systems, janitorial
services, window cleaning, elevator maintenance, Building exterior maintenance,
landscaping and expenses related to the administration, management and
operation of the Project, including without limitation salaries, wages and
benefits and management office rent.


 


(e)           The
cost of supplying any services and utilities which benefit all or a portion of
the Premises, Building or Project, including without limitation services and
utilities provided pursuant to Paragraph 15 hereof.


 


(f)            Commercially reasonable legal
expenses and the cost of audits by certified public accountants (except those charged to Landlord under
Sub-Paragraph (E), below): provided, however, that legal
expenses chargeable as


 


7

















 


Operating Expenses
shall not include the cost of negotiating leases, collecting rents, evicting
tenants nor shall it include costs incurred in legal proceedings with or
against any tenant or to enforce the provisions of any lease.


 


(g)           A
management and accounting cost recovery fee equal to five percent (5%) of the
sum of the Building’s  Project’s base rents and Operating
Expenses (including Tenant’s Proportionate Share of
the Project) to the extent not included in such base rents
(other than such management and accounting fee).


 


If the
rentable area of the Building and/or Project is not fully occupied during any
fiscal year of the Term as determined by Landlord, an adjustment may be made in
Landlord’s discretion in computing the Operating Expenses for such year to that
Tenant pays an equitable portion of all variable items (e.g., utilities,
janitorial services and other component expenses that are affected by
variations in occupancy levels) of Operating Expenses, as reasonably determined
by Landlord; provided, however, that is no event shall Landlord be entitled to
collect in excess of one hundred percent (100%) of the total Operating Expenses
from all of the tenants in the Building or Project, as the case may be.


 


Operating
Expenses shall not include the cost of providing tenant improvements or other
specific costs incurred for the account of, separately billed to and paid by
specific tenants of the Building or Project, the initial construction cost of
the Building, or debt service on any mortgage or deed of trust recorded with
respect to the Project other than pursuant to Paragraph 7.A.(3)(b) above.  Notwithstanding anything herein to the
contrary, in any instance where Landlord, in Landlord’s sole discretion, deems
Tenant to be responsible for any amounts greater than Tenant’s Proportionate
Share, Landlord shall have the right to allocate such
costs to Tenant. in any manner
Landlord deems appropriate.


 


The above
enumeration of services and facilities shall not be deemed to impose an
obligation on Landlord to make available or provide such services or facilities
except to the extent if any that Landlord has specifically agreed elsewhere in
this Lease to make the same available or provide the same.  Without limiting the generally of the
foregoing, Tenant acknowledges and agrees that it shall be responsible for
providing adequate security for its use of the Premises, the Building and the
Project and that Landlord shall have no obligation or liability with respect
thereto, except to the extent if any that Landlord has specifically agreed
elsewhere in this Lease to provide the same.


 


B.            Payment
of Estimated Operating Expenses. “Estimated Operating
Expenses” for any particular year shall mean Landlord’s estimate of
the Operating Expenses for such fiscal year made with respect to such fiscal
year as hereinafter provided.  Landlord
shall have the right from time to time to revise its fiscal year and interim
accounting periods so long as the periods as so revised are reconciled with
prior periods in a reasonable manner. 
During the last month of each fiscal year during the Term, or as soon
thereafter as practicable, Landlord shall give Tenant written notice of the
Estimated Operating Expenses for the ensuring fiscal year.  Tenant shall pay Tenant’s Proportionate Share
of the difference between Estimated Operating Expenses and Base Year Operating
Expenses with installments of Base Rent for the fiscal year to which the
Estimated Operating Expenses applies in monthly installments on the first day
of each calendar month during such year, in advance.  Such payment shall be construed to be
Additional Rent for all purposes hereunder. 
If at any time during the course of the fiscal year, Landlord determines
that Operating Expenses are projected to vary from the then Estimated Operating
Expenses by more than five percent (5%). Landlord may, by written notice to
Tenant, revise the Estimated Operating Expenses for the balance of such fiscal
year, and Tenant’s monthly installments for the remainder of such year shall be
adjusted so that by the end of such fiscal year Tenant has paid to Landlord
Tenant’s Proportionate Share of the revised difference between Estimated
Operating Expenses and Base Year Operating Expenses for such year, such revised
installment amounts to be Additional Rent for all purposes hereunder.


 


C.            Computation
of Operating Expense Adjustment. “Operating Expense
Adjustment” shall mean the difference between Estimated Operating Expenses
and actual Operating Expenses for any fiscal year, over Base Year Operating
Expenses, determined as hereinafter provided. Within one hundred twenty (120)
days after the end of each fiscal year, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a statement of actual Operating Expenses for
the fiscal year just ended, accompanied by a computation of Operating Expense
Adjustment. If such statement shows that Tenant’s payment based upon Estimated
Operating Expenses is less than Tenant’s Proportionate Share of actual
increases in Operating Expenses over the Base Year Operating Expenses, then
Tenant shall pay to Landlord the difference within twenty (20) days after
receipt of such statement, such payment to constitute Additional Rent for all
purposes hereunder. If such statement shows that Tenant’s payments of Estimated
Operating Expenses exceed Tenant’s Proportionate Share of actual increases in
Operating Expenses over the Base Year Operating Expenses, then (provided that
Tenant is not in default under this Lease) Landlord shall pay to Tenant the
difference within twenty (20) days after delivery of such statement to Tenant.
If this Lease has been terminated or the Term hereof has expired prior to the
date of such statement, then the Operating Expense Adjustment shall be paid by
the appropriate party within twenty (20) days after the date of delivery of the
statement. Tenant’s obligation to pay increases in Operating Expenses over the Base
Year Operating Expenses shall commence on January 1 of the year succeeding the
Base Year. Should this Lease terminate at any time other than the last day of the
fiscal year, Tenant’s Proportionate Share of the Operating Expense Adjustment
shall be prorated based on a month of 30 days and the number of calendar months
during such fiscal year that this Lease is in effect. Tenant shall in no event
be entitled to any credit if Operating Expenses in any year are less than Base
Year Operating Expenses. Notwithstanding anything to the contrary contained in
Paragraph 7.A or 7.B, Landlord’s failure to provide any notices or statements
within the time periods specified in those paragraphs shall in no way excuse
Tenant from its obligation to pay Tenant’s Proportionate Share of increases in
Operating Expenses.


 


D.            Gross
Lease.  This shall be a gross Lease;
however, it is intended that Base Rent shall be paid to Landlord absolutely net
of all costs and expenses other than Operating Expenses each year equal to
Tenant’s Proportionate Share of Base Year Operating Expenses, except as
otherwise specifically provided to the contrary in this Lease.  The provisions for payment of increases in
Operating Expenses and the Operating Expense Adjustment are intended to pass on
to Tenant and reimburse Landlord for all costs and expenses of the nature
described in Paragraph 7.A. incurred in connection with the ownership,
management, maintenance, repair, preservation, replacement and operation of the
Building and/or Project and its supporting facilities and such additional
facilities, in excess of the Base Year Operating Expenses, now and in
subsequent years as may be determined by Landlord to be necessary or desirable
to the Building and/or Project.


 


E.             Tenant
Audit.  If Tenant shall dispute the
amount set forth in any statement provided by Landlord under Paragraph 7.B. or
7.C. above, Tenant shall have the right, not later than sixty
(60)  twenty (20) days following receipt of such statement and
upon the condition that Tenant shall first deposit with Landlord the full
amount in dispute, to cause Landlord’s books and records with respect to
Operating Expenses for such fiscal year to be audited by certified public
accountants selected by Tenant and subject to Landlord’s reasonable right of
approval.  The Operating Expense
Adjustment shall be appropriately adjusted on the basis of such audit.  If such audit discloses a liability for a
refund in excess of ten percent (10%) of Tenant’s Proportionate Share of the
Operating Expenses previously reported, the cost of such audit shall be borne
by Landlord; otherwise the cost of such audit shall be paid by Tenant.  If Tenant shall not request an audit in accordance
with the provisions of this Paragraph 7.E within sixty
(60)  twenty (20) days after receipt of Landlord’s
statement provided pursuant to Paragraph 7.B. or 7.C., such statement shall be
final and binding for all purposes hereof.


 


8.             INSURANCE AND INDEMNIFICATION


 


A.            Landlord’s
Insurance.  All insurance maintained
by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole
control.


 


8

















 


(1)           Property Insurance.
Landlord agrees to maintain property insurance insuring the Building against
damage or destruction due to risk including fire, vandalism, and malicious mischief
in an amount not less than the replacement cost thereof, in the form and with
deductibles and endorsements as selected by Landlord. At its election, Landlord
may instead (but shall have no obligation to) obtain “All Risk”
coverage, and may also obtain earthquake, pollution, and/or flood Insurance in
amounts selected by Landlord.


 


(2)           Optional Insurance.
Landlord, at Landlord’s option, may also (but shall have no obligation to)
carry insurance against loss of rent, in an amount equal to the amount of Base
Rent and Additional Rent that Landlord could be required to abate to all
Building tenants in the event of condemnation or casualty damage for a period
of twelve (12) months. Landlord may also (but shall have no obligation to)
carry such other insurance as Landlord may deem prudent or advisable,
including, without limitation, liability insurance in such amounts and on such
terms as Landlord shall determine. Landlord shall not be obligated to insure,
and shall have no responsibility whatsoever for any damage to, any furniture,
machinery, goods, inventory or supplies, or other personal property or fixtures
which Tenant may keep or maintain in the Premises, or any leasehold
improvements, additions or alterations within the Premises.


 


B.            Tenant’s
Insurance.


 


(1)           Property Insurance.
Tenant shall procure at Tenant’s sole cost and expense and keep in effect from
the date of this Lease and at all times until the end of the Term, insurance on
all personal property and fixtures of Tenant and all improvements, additions or
alterations made by or for Tenant to the Premises on an “All Risk”
basis, insuring such property for the full replacement value of such property.


 


(2)           Liability Insurance.
Tenant shall procure at Tenant’s sole cost and expense and keep in effect from
the date of this Lease and at all times until the end of the Term Commercial
General Liability insurance covering bodily injury and property damage
liability occurring in or about the Premises or arising out of the use and
occupancy of the Premises and the Project, and any part of either, and any
areas adjacent thereto, and the business operated by Tenant or by any other
occupant of the Premises. Such insurance shall include contractual liability
insurance coverage insuring all of Tenant’s indemnity obligations under this
Lease. Such coverage shall have a minimum combined single limit of liability of
at least Two Million Dollars ($2,000,000), and a minimum general aggregate limit
of Three Million Dollars ($3,000,000), with an “Additional Insured –Managers or
Lessors of Premises Endorsement.” All such policies shall be written to apply
to all bodily injury (including death), property damage or loss, personal and
advertising injury and other covered loss, however occasioned, occurring during
the policy term, shall be endorsed to add Landlord and any party holding an
interest to which this Lease may be subordinated as an additional insured, and
shall provide that such coverage shall be “primary” and non-contributing with
any insurance maintained by Landlord, which shall be excess insurance only.
Such coverage shall also contain endorsements including employees as additional
insureds if not covered by Tenant’s Commercial General Liability Insurance. All
such insurance shall provide for the severability of interests of insureds; and
shall be written on an “occurrence” basis, which shall afford coverage for all
claims based on acts, omissions, injury and damage, which occurred or arose (or
the onset of which occurred or arose) in whole or in part during the policy
period.


 


(3)           Workers’ Compensation
and Employers’ Liability Insurance. Tenant shall carry Workers’
Compensation Insurance as required by any Regulation, throughout the Term at
Tenant’s sole cost and expense. Tenant shall also carry Employers’ Liability
Insurance in amounts not less than One Million Dollars ($1,000,000) each
accident for bodily injury by accident; One Million Dollars ($1,000,000) policy
limit for bodily injury by disease; and One Million Dollars ($1,000,000) each
employee for bodily injury by disease, throughout the Term at Tenant’s sole
cost and expense.


 


(4)           General Insurance
Requirements. All coverages described in this Paragraph 8.B. shall be
endorsed to (i) provide Landlord with thirty (30) days’ notice of cancellation
or change in terms; and (ii) walve all rights of subrogation by the insurance
carrier against Landlord. If at any time during the Term the amount or coverage
of insurance which Tenant is required to carry under this Paragraph 8.B. is, in
Landlord’s reasonable judgment, materially less than the amount or type of
insurance coverage typically carried by owners or tenants of properties located
in the general area in which the Premises are located which are similar to and
operated for similar purposes as the Premises or if Tenant’s use of the
Premises should change with or without Landlord’s consent, Landlord shall have
the right to require Tenant to increase the amount or change the types of insurance
coverage required under this Paragraph 8.B. All insurance policies required to
be carried by Tenant under this Lease shall be written by companies rated A X
or better in “Best’s Insurance Guide” and authorized to do business in the
State of California. In any event deductible amounts under all insurance
policies required to be carried by Tenant under this Lease shall not exceed
Five Thousand Dollars ($5,000) per occurrence. Tenant shall deliver to Landlord
on or before the Term Commencement Date, and thereafter at least thirty (30)
days before the expiration dates of the expired policies, certified copies of
Tenant’s insurance policies, or a certificate evidencing the same issued by the
insurer thereunder; and, if Tenant shall fail to procure such insurance, or to
deliver such policy or certificates, Landlord may, at Landlord’s option and in
addition to Landlord’s other remedies in the event of a default by Tenant
hereunder, procure the same for the account of Tenant, and the cost thereof
shall be paid to Landlord as Additional Rent.


 


C.            Indemnification.
Tenant shall indemnify, defend by counsel reasonably acceptable to Landlord,
protect and hold Landlord harmless from and against any and all claims,
liabilities, losses, costs, loss of rents, liens, damages, injuries or
expenses, including reasonable attorneys’ and consultants’ fees and court
costs, demands, causes of action, or judgments, directly or indirectly arising
out of or related to: (1) claims of injury to or death of persons or damage to
property occurring or resulting directly or indirectly from the use or
occupancy of the Premises, Building or Project by Tenant or Tenant’s Parties,
or from activities or failures to act of Tenant or Tenant’s Parties; (2) claims
arising from work or labor performed, or for materials or supplies furnished to
or at the request or for the account of Tenant in connection with performance
of any work done for the account of Tenant within the Premises or Project; (3)
claims arising from any breach or default on the part of Tenant in the
performance of any covenant contained in this Lease; and (4) claims arising
from the negligence or intentional acts or omissions of Tenant or Tenant’s
Parties. The foregoing indemnity by Tenant shall not be applicable to claims to
the extent arising from the active  gross negligence or willful misconduct
of Landlord. Landlord shall not be liable to Tenant and Tenant hereby waives
all claims against Landlord for any injury or damage to any person or property
in or about the Premises, Building or Project by or from any cause whatsoever
(other than Landlord’s active  gross negligence or willful misconduct) and, without limiting
the generality of the foregoing, whether caused by water leakage of any character
from the roof, walls, basement or other portion of the Premises, Building or
Project, or caused by gas, fire, oil or electricity in, on or about the
Premises, Building or Project. The provisions of this Paragraph shall survive
the expiration or earlier termination of this Lease.


 


9.             WAIVER OF SUBROGATION


 


                To the extent permitted by law and without affecting
the coverage provided by insurance to be maintained hereunder or any other
rights or remedies, Landlord and Tenant each waive any right to recover against
the other for: (a) damages for injury to or death of persons; (b) damages to
property, including personal property; (c) damages to the Premises or any part
thereof; and (d) claims arising by reason of the foregoing due to hazards
covered by insurance maintained or required to be maintained pursuant to this
Lease to the extent of 


 


9

















 


proceeds recovered therefrom,
or proceeds which would have been recoverable therefrom in the case of the
failure of any party to maintain any insurance coverage required to be
maintained by such party pursuant to this Lease. This provision is intended to
waive fully, any rights and/or claims arising by reason of the foregoing, but
only to the extent that any of the foregoing damages and/or claims referred to
above are covered or would be covered, and only to the extent of such coverage,
by insurance actually carried or required to be maintained pursuant to this
Lease by either Landlord or Tenant. This provision is also intended to waive
fully, and for the benefit of each party, any rights and/or claims which might
give rise to a right of subrogation on any insurance carrier. Subject to all
qualifications of this Paragraph 9, Landlord waives its rights as specified in
this Paragraph 9 with respect to any subtenant that it has approved pursuant to
Paragraph 21 but only in exchange for the written waiver of such rights to be
given by such subtenant to Landlord upon such subtenant taking possession of
the Premises or a portion thereof. Each party shall cause each insurance policy
obtained by it to provide that the insurance company waives all right of
recovery by way of subrogation against either party in connection with any
damage covered by any policy.


 


10.          LANDLORD’S REPAIRS AND
MAINTENANCE


 


Landlord shall
at Landlord’s expense maintain in good repair, reasonable wear and tear
excepted, the structural soundness of the roof, foundations, and exterior walls
of the Building. The term “exterior walls” as used herein shall not include
windows, but not glass or interior plate glass, doors (the existing Tenant lobby doors- “Herculites” and
surrounding interior plate glass are Tenant’s responsibility) special
store fronts or office entries. Any damage caused by or repairs necessitated by
any negligence or act of Tenant or Tenant’s Parties may be repaired by Landlord
at Landlord’s option and Tenant’s expense. Tenant shall immediately give
Landlord written notice of any defect or need of repairs in such components of
the Building for which Landlord is responsible, after which Landlord shall have
a reasonable opportunity and the right to enter the Premises at all reasonable
times to repair same. Landlord’s liability with respect to any defects,
repairs, or maintenance for which Landlord is responsible under any of the
provisions of this Lease shall be limited to the cost of such repairs or maintenance,
and there shall be no abatement of rent and no liability of Landlord by reason
of any injury to or interference with Tenant’s business arising from the making
of repairs, alterations or improvements in or to any portion of the Premises,
the Building or the Project or to fixtures, appurtenances or equipment in the
Building, except as provided in Paragraph 24. By taking possession of the
Premises, Tenant accepts them “as is,” as being in good order, condition and
repair and the condition  (subject to Tenant’s submission of a punchlist)
in which Landlord is obligated to deliver them and suitable for the Permitted
Use and Tenant’s intended operations in the Premises, whether or not any notice
of acceptance is given. 


 


11.          TENANT’S REPAIRS AND
MAINTENANCE


 


Tenant shall
at all times during the Term at Tenant’s expense maintain all parts of the
Premises and such portions of the Building as are within the exclusive control of
Tenant in a first-class, good, clean and secure condition and promptly make all
necessary repairs and replacements, as determined by Landlord, with materials
and workmanship of the same character, kind and quality as the original. Notwithstanding
anything to the contrary contained herein, Tenant shall, at its expense,
promptly repair any damage to the Premises or the Building or Project resulting
from or caused by any negligence or act of Tenant or Tenant’s Parties.


 


12.          ALTERATIONS


 


A.            Tenant
shall not make, or allow to be made, any alterations, physical additions,
improvements or attached
partitions (excluding non-electrified movable portions),
including without limitation the attachment of any fixtures or equipment, in,
about or to the Premises (“Alterations”)
without obtaining the prior written consent of Landlord, which consent shall
not be unreasonably withheld with respect to proposed Alterations which: (a) comply
with all applicable Regulations; (b) are in Landlord’s opinion, compatible with
the Building or the Project and its mechanical, plumbing, electrical,
heating/ventilation/air conditioning systems, and will not cause the Building
or Project or such systems to be required to be modified to comply with any
Regulations (including, without limitation, the Americans With Disabilities
Act); and (c) will not interfere with the use and occupancy of any other
portion of the Building or Project by any other tenant or its invitees.
Specifically, but without limiting the generality of the foregoing, Landlord
shall have the right of written consent for all plans and specifications for
the proposed Alterations, construction means and methods, all appropriate
permits and licenses, any contractor or subcontractor to be employed on the
work of Alterations, and the time for performance of such work, and may impose
rules and regulations for contractors and subcontractors performing such work.
Tenant shall also supply to Landlord any documents and information reasonably
requested by Landlord in connection with Landlord’s consideration of a request
for approval hereunder. Tenant shall cause all Alterations to be accomplished
in a first-class, good and workmanlike manner, and to comply with all
applicable Regulations and Paragraph 27 hereof. Tenant shall at Tenant’s sole
expense, perform any additional work required under applicable Regulations due
to the Alterations hereunder. No review or consent by Landlord of or to any
proposed Alteration or additional work shall constitute a waiver of Tenant’s obligations
under this Paragraph 12, nor constitute any warranty or representation that the
same complies with all applicable Regulations, for which Tenant shall at all
times be solely responsible. Tenant shall reimburse Landlord for all commercially reasonable) costs which
Landlord may incur in connection with granting approval to Tenant for any such
Alterations, including any costs or expenses which Landlord may incur in
electing to have outside architects and engineers review said plans and
specifications, and shall pay Landlord an administration fee of  not to
exceed fifteen percent (15%) of the cost of the Alterations as
Additional Rent hereunder. All such Alterations shall remain the property of
Tenant until the expiration or earlier termination of this Lease, at which time
they shall be and become the property of Landlord; provided, however, that
Landlord may, at Landlord’s option, require that Tenant, at Tenant’s expense,
remove any or all Alterations made by Tenant and restore the Premises by the
expiration or earlier termination of this Lease, to their condition existing
prior to the construction of any such Alterations. All such removals and
restoration shall be accomplished in a first-class and good and workmanlike
manner so as not to cause any damage to the Premises or Project whatsoever. If
Tenant fails to remove such Alterations or Tenant’s trade fixtures or furniture
or other personal property, Landlord may keep and use them or remove any of
them and cause them to be stored or sold in accordance with applicable law, at
Tenant’s sole expense. In addition to and wholly apart from Tenant’s obligation
to pay Tenant’s Proportionate Share of Operating Expenses, Tenant shall be
responsible for and shall pay prior to delinquency any taxes or governmental service
fees, possessory interest taxes, fees or charges in lieu of any such taxes,
capital levies, or other charges imposed upon, levied with respect to or
assessed against its fixtures or personal property, on the value of Alterations
within the Premises, and on Tenant’s interest pursuant to this Lease, or any
increase in any of the foregoing based on such Alterations. To the extent that
any such taxes are not separately assessed or billed to Tenant, Tenant shall
pay the amount thereof as invoiced to Tenant by Landlord.


 


Notwithstanding
the foregoing, at Landlord’s option (but without obligation), all or any
portion of the Alterations shall be performed by Landlord for Tenant’s account
and Tenant shall pay Landlord’s estimate of the cost thereof (including a
reasonable charge for Landlord’s overhead and profit) prior to commencement of
the work. In addition, at Landlord’s election and
notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost
of removing any such Alterations and restoring the Premises to their original
condition such cost to include a reasonable charge for Landlord’s overhead and
profit as provided above, and such amount may be deducted from the Security
Deposit or any other terms or amounts hold by Landlord under this Lease.


 


B.            In
compliance with Paragraph 27 hereof, at least ten (10) business days before
beginning construction of any Alteration, Tenant shall give Landlord written
notice of the expected commencement date of that construction to permit
Landlord to post and record a notice of non-responsibility. Upon substantial
completion of construction, if the law so provides, Tenant shall cause a timely
notice of completion to be recorded in the office of the recorder of the county
in which the Building is located.


 


10

















 


13.          SIGNS


 


Tenant shall
not place, install, affix, paint or maintain any signs, notices, graphics or
banners whatsoever or any window decor which is visible in or from public view
or corridors, the common areas or the exterior of the Premises or the Building,
in or on any exterior window or window fronting upon any common areas or
service area without Landlord’s prior written approval which Landlord shall
have the right to withhold in its absolute and sole discretion; provided that Tenant’s
name shall be included in any Building-standard door and directory signage, if
any, in accordance with Landlord’s Building signage program, including without
limitation, payment by Tenant of any fee charged by Landlord for maintaining
such signage, which fee shall constitute Additional Rent hereunder. Any
installation of signs, notices, graphics or banners on or about the Premises or
Project approved by Landlord shall be subject to any Regulations and to any other
requirements imposed by Landlord. Tenant shall remove all such signs or graphics
by the expiration or any earlier termination of this Lease. Such installations
and removals shall be made in such manner as to avoid injury to or defacement
of the Premises, Building or Project and any other improvements contained
therein, and Tenant shall repair any injury or defacement including without
limitation discoloration caused by such installation or removal. Notwithstanding the foregoing, Tenant shall be
allowed to cost signs or notices on the lobby doors. ATM or night drop of the
Premises if required by governmental banking regulatory authorities.


 


14.          INSPECTION/POSTING
NOTICES


 


After
reasonable notice, except in emergencies where no such notice shall be
required, Landlord and Landlord’s agents and representatives, shall have the
right to enter the Premises to inspect the same, to clean, to perform such work
as may be permitted or required hereunder, to make repairs, improvements or
alterations to the Premises, Building or Project or to other tenant spaces
therein, to deal with emergencies, to post such notices as may be permitted or
required by law to prevent the perfection of liens against Landlord’s interest
in the Project or to exhibit the Premises to prospective tenants, purchasers, encumbrancers
or to others, or for any other purpose as Landlord may deem necessary or
desirable; provided, however, that Landlord shall use reasonable efforts not to
unreasonably interfere with Tenant’s business operations. Tenant shall not be
entitled to any abatement of Rent by reason of the exercise of any such right
of entry. Tenant waives any claim for damages for any injury or inconvenience
to or interference with Tenant’s business, any loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned by any
commercially reasonable entry pursuant to this Paragraph thereby.
Landlord shall at all times have and retain a key with which to unlock all of
the doors in, upon and about the Premises, excluding Tenant’s vnults and safes
or special security areas (designated in advance), and Landlord shall have the
right to use any and all means which Landlord may deem necessary or proper to
open said doors in an emergency, in order to obtain entry to any portion of the
Premises, and any entry to the Premises or portions thereof obtained by
Landlord by any of said means, or otherwise, shall not be construed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction, actual or constructive, of Tenant from the Premises or any portions
thereof. At any time within six (6) months prior to the expiration of the Term
or following any earlier termination of this Lease or agreement to terminate
this Lease, Landlord shall have the right to erect on the Premises, Building and/or
Project a suitable sign indicating that the Premises are available for lease.


 


15.          SERVICES AND UTILITIES


 


A.            Provided
Tenant shall not be in default hereunder, and subject to the provisions
elsewhere herein contained and to the rules and regulations of the Building.
Landlord shall furnish to the Premises during ordinary business hours of
generally recognized business days, to be determined by Landlord as 8:30 AM to
5:30 PM, Monday through Friday (exclusive, in any event, of Saturdays, Sundays
and legal holidays), water for lavatory and drinking purposes and electricity,
heat and air conditioning as usually furnished or supplied for use of the
Premises for reasonable and normal office use as of the date Tenant takes
possession of the Premises as determined by Landlord (but not including
above-standard or continuous cooling for excessive heat-generating machines,
excess lighting or equipment), janitorial services during the times and in the
manner that such services are, in Landlord’s judgment, customarily furnished in
comparable office buildings in the immediate market area, and elevator service,
which shall mean service either by nonattended automatic elevators or elevators
with attendants, or both at the option of Landlord. Tenant acknowledges that Tenant
has inspected and accepts the water, electricity, heat and air conditioning and
other utilities and services being supplied or furnished to the Premises as of
the date Tenant takes possession of the Premises, as being sufficient for use
of the Premises for reasonable and normal office use in their present
condition, “as is,” and suitable for the Permitted Use, and for Tenant’s
intended operations in the Premises. Landlord shall have no obligation to
provide additional or after-hours electricity, heating or air conditioning, but
if Landlord elects to provide such services at Tenant’s request, Tenant shall
pay to Landlord, sixty dollars ($60) per hour with a two (2) hour minimum
charge per each activation, subject to adjustment at Landlord’s sole discretion.
Tenant agrees to keep and cause to be kept closed all window covering when
necessary because of the sun’s position, and Tenant also agrees at all times to
cooperate fully with Landlord and in abide by all of the regulations and
requirements which Landlord may prescribe for the proper functioning and
protection of electrical, heating, ventilating and air conditioning systems.
Wherever heat-generating machines, excess lighting or equipment are used in the
Premises which affect the temperature otherwise maintained by the air
conditioning system, Landlord reserves the right to install supplementary air
conditioning units in the Premises and the cost thereof, including the cost of
installation and the cost of operation and maintenance thereof, shall be paid by
Tenant to Landlord upon demand by Landlord.


 


B.            Tenant
shall not without written consent of Landlord use any apparatus, equipment or
device in the Premises, including without limitation, computers, electronic
data processing machines, copying machines, and other machines, using excess
lighting or using electric current, water, or any other resource in excess of
or which will in any way increase the amount of electricity, water, or any
other resource being furnished or supplied for the use of the Premises for
reasonable and normal office use, in each case as of the date Tenant takes
possession of the Premises as determined by Landlord, or which will require
additions or alterations to or interfere with the Building power distribution
systems; nor connect with electric current, except through existing electrical
outlets in the Premises or water pipes, any apparatus, equipment or device for
the purpose of using electrical current, water, or any other resource. If
Tenant shall require water or electric current or any other resource in excess
of that being furnished or supplied for the use of the Premises as of the date
Tenant takes possession of the Premises as determined by Landlord, Tenant shall
first procure the written consent of Landlord which Landlord may refuse, to the
use thereof, and Landlord may cause a special meter to be installed in the
Premises so as to measure the amount of water, electric current or other
resource consumed for any such other use. Tenant shall pay directly to Landlord
as an addition to and separate from payment of Operating Expenses the cost of
all such additional resources, energy, utility service and meters (and of
installation, maintenance and repair thereof and of any additional circuits or
other equipment necessary to furnish such additional resources, energy, utility
or service). Landlord may add to the separate or metered charge a recovery of
additional expense incurred in keeping account of the excess water, electric
current or other resource so consumed. Landlord shall not be liable for any
damages directly or indirectly resulting from nor shall the Rent or any monies
owed Landlord under this Lease herein reserved be abated by reason of: (a) the
installation, use or interruption of use of any equipment used in connection with
the furnishing of any such utilities or services, or any change in the
character or means of supplying or providing any such utilities or services or
any supplier thereof; (b) the failure to furnish or delay in furnishing any
such utilities or services when such failure or delay is caused by acts of God
or the elements, labor disturbances of any character, or any other accidents or
other conditions beyond the reasonable control of Landlord or because of any
interruption of service due to Tenant’s use of water, electric current or other
resource in excess of that being supplied or furnished for the use of the
Premises as of the date Tenant takes possession of the Premises; (c) the
inadequacy, limitation, curtailment, rationing or restriction on use of water,
electricity, gas or any other form of energy or any other service or utility
whatsoever serving the Premises or Project, whether by Regulation or otherwise;
or (d) the partial or total unavailability of any such utilities or services to
the Premises or the Building, whether by Regulation or 


 


11

















 


otherwise; not shall any such occurrence constitute an actual or
constructive eviction of Tenant. 
Landlord shall further have no obligation to protect or preserve any
apparatus, equipment or device installed by Tenant in the Premises, including
without limitation by providing additional or after-hours heating or air
conditioning.  Landlord shall be entitled
to cooperate voluntarily and in a reasonable manner with the efforts of
national, state or local governmental agencies or utility suppliers in reducing
energy or other resource consumption. 
The obligation to make services available hereunder shall be subject to
the limitations of any such voluntary, reasonable program.  In addition, Landlord reserves the right to
change the supplier or provider of any such utility or service from time to
time however, any such change shall not disrupt Tenant’s
ability to conduct its business provided that if such a disruption is unavoidable,
Landlord shall take commercially reasonable steps to mitigate the impact of the
discruption.  Tenant shall
have no right to contract with or otherwise obtain any electrical or other such
service for or with respect to the Premises or Tenant’s operations therein from
any supplier or provider of any such service. 
Tenant shall cooperate with Landlord and any supplier or provider of
such services designated by Landlord from time to time to facilitate the
delivery of such services to Tenant at the Premises and to the Building and
Project, including without limitation allowing Landlord and Landlord’s
suppliers or providers, and their respective agents and contractors, reasonable
access to the Premises for the purpose of installing, maintaining, repairing,
replacing or upgrading such service or any equipment or machinery associated
therewith.


 


C.            Tenant shall pay, upon
demand, for all utilities furnished to the Premises, or if not separately
billed to or metered to Tenant, Tenant’s Proportionate Share of all charges
jointly serving the Project in accordance with Paragraph 7.  All sums payable under this Paragraph 15
shall constitute Additional Rent hereunder.


 


16.          SUBORDINATION


 


Without the
necessity of any additional document being executed by Tenant for the purpose
of affecting a subordination, the Lease shall be and is hereby declared to be
subject and subordinate at all times to: (a) all ground leases or underlying
leases which may now exist or hereafter be executed affecting the Premises
and/or the land upon which the Premises and Project are situated, or both; and
(b) any mortgage or deed of trust which may now exist or be placed upon the
Building, the Project and/or the land upon which the Premises or the Project
are situated, or said ground leases or underlying leases, or Landlord’s
interest or estate in any of said items which is specified as security.  Notwithstanding the foregoing, Landlord shall
have the right to subordinate or cause to be subordinated any such ground
leases or underlying leases or any such liens to this Lease.  If any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant shall,
notwithstanding any subordination, attorn to and become the Tenant of the
successor in interest to Landlord provided that Tenant shall not be disturbed
in its possession under this Lease by such successor in interest so long as
Tenant is not in default under this Lease. 
Within ten (10) days after request by Landlord, Tenant shall execute and
deliver any additional documents evidencing Tenant’s attornment or the
subordination of this Lease with respect to any such ground leases or
underlying leases or any such mortgage or deed of trust, in the form requested
by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed
of trust, subject to such nondisturbance requirement. If requested in writing
by Tenant, Landlord shall use commercially reasonable efforts to obtain a
subordination, nondisturbance and attornment agreement for the benefit of
Tenant reflecting the foregoing from any ground landlord, mortgagee or
beneficiary, at Tenant’s expense, subject to such other terms and conditions as
the ground landlord, mortgagee or beneficiary may require.


 


17.          FINANCIAL STATEMENTS


 


At the request
of Landlord from time to time, Tenant shall provide to Landlord Tenant’s and
any guarantor’s most recent quarterly current
financial statements or other information discussing financial worth of Tenant
and any guarantor, which Landlord shall use solely for purposes of this Lease and
in connection with the ownership, management, financing and disposition of the
Project.


 


18.          ESTOPPEL CERTIFICATE


 


Tenant agrees
from time to time, within ten (10) days after request of Landlord, to deliver
to Landlord, or Landlord’s designee, an estoppel certificate stating that this
Lease is in full force and effect, that this Lease has not been modified (or
stating all modifications, written or oral, to this Lease), the date to which
Rent has been paid, the unexpired portion of this Lease, that there are no
current defaults by Landlord or Tenant under this Lease (or specifying any such
defaults), that the leasehold estate granted by this Lease is the sole interest
of Tenant in the Premises and/or the land at which the Premises are situated,
and such other matters pertaining to this Lease as may be reasonably requested
by Landlord or any mortgagee, beneficiary, purchaser or prospective purchaser
of the Building or Project or any interest therein.  Failure by Tenant to execute and deliver such
certificate shall constitute an acceptance of the Premises and acknowledgment
by Tenant that the statements included are true and correct without
exception.  Tenant agrees that if Tenant
fails to execute and deliver such certificate within such ten (10) day period,
Landlord may execute and deliver such certificate on Tenant’s behalf and that
such certificate shall be binding on Tenant. 
Landlord and Tenant intend that any statement delivered pursuant to this
Paragraph may be relied upon by any mortgagee, beneficiary, purchaser or
prospective purchaser of the Building or Project or any interest therein.  The parties agree that Tenant’s obligation to
furnish such estoppel certificates in a timely fashion is a material inducement
for Landlord’s execution of the Lease, and shall be an event of default
(without any cure period that might be provided under Paragraph 26.A(3) of this
Lease) if Tenant fails to fully comply or makes any material misstatement in
any such certificate.


 


19.          SECURITY DEPOSIT


 


Tenant agrees
to deposit with Landlord upon execution of this Lease, a security deposit as
stated in the Basic Lease Information (the “Security
Deposit”), which sum shall be held and owned by Landlord, without
obligation to pay interest, as security for the performance of Tenant’s covenants
and obligations under this Lease.  The
Security Deposit is not an advance rental deposit or a measure of damages
incurred by Landlord in case of Tenant’s default.  Upon the occurrence of any event of default
by Tenant, Landlord may from time to time, without prejudice to any other
remedy provided herein or by law, use such fund as a credit to the extent
necessary to credit against any arrears of Rent or other payments due to
Landlord hereunder, and any other damage, injury, expense or liability caused
by such event of default, and Tenant shall pay to Landlord, on demand, the
amount so applied in order to restore the Security Deposit to its original
amount. Although the Security Deposit shall be deemed the property of Landlord,
any remaining balance of such deposit shall be returned by Landlord to Tenant
at such time after termination of this Lease that all of Tenant’s obligations
under this Lease have been fulfilled, reduced by such amounts as may be
required by Landlord to remedy defaults on the part of Tenant in the payment of
Rent or other obligations of Tenant under this Lease, to repair damage to the
Premises, Building or Project caused by Tenant or any Tenant’s Parties and to
clean the Premises.  Landlord may use and
commingle the Security Deposit with other funds of Landlord.  Landlord shall return any
unused portions of the Security Deposit to Tenant within one (1) year of the
expiration of the Lease Term.


 


20.          LIMITATION OF TENANT’S
REMEDIES


 


The
obligations and liability of Landlord to Tenant for any default by Landlord
under the terms of this Lease are not personal obligations of Landlord or of
the individual or other partners of Landlord or its or their partners,
directors, officers, or shareholders, and Tenant agrees to look solely to Landlord’s
interest in the Building Project
for the recovery of any amount from Landlord, and shall not look to other
assets of Landlord not seek recourse against the assets of the individual or
other partners of Landlord or its or their partners, directors, officers or
shareholders.  Any lien obtained to
enforce any such judgment and any levy of execution thereon shall be subject
and subordinate to any lien, mortgage or deed of trust on the Project.  Under no circumstances shall Tenant have the
right to offset against or 


 


12

















 


recoup Rent or other payments
due and to become due to Landlord hereunder except as expressly provided in
Paragraph 23.B. below, which Rent and other payments shall be absolutely due and
payable hereunder in accordance with the terms hereof.


 


21.          ASSIGNMENT AND
SUBLETTING


 


A.            (1)           General.  This Lease has been negotiated to be and is
granted as an accommodation to Tenant. 
Accordingly, this Lease is personal to Tenant, and Tenant’s rights
granted hereunder do not include the right to assign this Lease or sublease the
Premises, or to receive any excess, either in installments or lump sum, over
the Rent which is expressly reserved by Landlord as hereinafter provided,
except as otherwise expressly hereinafter provided.  Tenant shall not assign or pledge this Lease
or sublet the Premises or any part thereof, whether voluntarily or by operation
of law, or permit the use or occupancy of the Premises or any part thereof by
anyone other than Tenant, or suffer or permit any such assignment, pledge,
subleasing or occupancy, without Landlord’s prior written consent except as
provided herein.  If Tenant desires to
assign this Lease or sublet any or all of the Premises, Tenant shall give
Landlord written notice (the “Transfer Notice”)
at least sixty (60) days prior to the anticipated effective date of the
proposed assignment of sublease, which shall contain all of the information
reasonably requested by Landlord to address Landlord’s decision criteria specified
hereinafter.  Landlord shall then have a
period of thirty (30) days following receipt of the Transfer Notice to notify
Tenant in writing that Landlord elects either: (i) to terminate this Lease as
to the space so affected as of the date so requested by Tenant; or (ii) to
consent to the proposed assignment or sublease, subject, however, to Landlord’s
prior written consent of the proposed assignee or subtenant and of any related
documents or agreements associated with the assignment or sublease.  If Landlord should fall to notify Tenant in
writing of such election within said period, Landlord shall be deemed to have
waived option (i) above, but written consent by Landlord of the proposed
assignee or subtenant shall still be required. 
If Landlord does not exercise option (i) above, Landlord’s consent to a
proposed assignment or sublease shall not be unreasonably withheld.  Consent to any assignment or subletting shall
not constitute consent to any subsequent transaction to which this Paragraph 21
applies.


 


(2)           Conditions of Landlord’s
Consent.  Without limiting the other
instances in which it may be reasonable for Landlord to withhold Landlord’s
consent to an assignment or subletting, Landlord and Tenant acknowledge that it
shall be reasonable for Landlord to withhold Landlord’s consent in the
following instances: if the proposed assignee does not agree to be bound by and
assume the obligations of Tenant under this Lease in form and substance
satisfactory to Landlord; the use of the Premises by such proposed assignee or
subtenant would not be a Permitted Use or would violate any exclusivity or
other arrangement which Landlord has with any other tenant or occupant or any
Regulation or would increase the Occupancy Density or Parking Density of the
Building or Project, or would otherwise result in an undesirable tenant mix for
the Project as determined by Landlord; the proposed assignee or subtenant is
not of sound financial condition as determined by Landlord in Landlord’s sole
discretion; the proposed assignee or subtenant is a governmental agency; the
proposed assignee or subtenant does not have a good reputation as a tenant of
property or a good business reputation; the proposed assignee or subtenant is a
person with whom Landlord is negotiating to lease space in the Project or is a
present tenant of the Project; the assignment or subletting would entail any
Alterations which would lessen the value of the leasehold improvements in the
Premises or use of any Hazardous Materials or other noxious use or use which
may disturb other tenants of the Project; or Tenant is in default of any
obligation of Tenant under this Lease, or Tenant has defaulted under this Lease
on three (3) or more occasions during any twelve (12) months preceding the date
that Tenant shall request consent. 
Failure by or refusal of Landlord to consent to a proposed assignee or
subtenant shall not cause a termination of this Lease.  Upon a termination under Paragraph 21.A.(1)(i),
Landlord may lease the Premises to any party, including parties with whom
Tenant has negotiated an assignment or sublease, without incurring any
liability to Tenant.  At the option of
Landlord, a surrender and termination of this Lease shall operate as an
assignment to Landlord of some or all subleases or subtenancies.  Landlord shall exercise this option by giving
notice of that assignment to such subtenants on or before the effective date of
the surrender and termination.  In
connection with each request for assignment or subletting, Tenant shall pay to
Landlord Landlord’s standard fee for approving such requests, as well as all
costs incurred by Landlord or any mortgagee or ground lessor in approving each
such request and effecting any such transfer, including, without limitation,
reasonable attorneys’ fees.


 


B.            Bonus
Rent.  Any Rent or other
consideration realized by Tenant under any such sublease or assignment in
excess of the Rent payable hereunder, after amortization of a reasonable
brokerage commission incurred by Tenant, shall be divided and paid, ten percent
(10%) to Tenant, ninety percent (90%) to Landlord.  In any subletting or assignment undertaken by
Tenant, Tenant shall diligently seek to obtain the maximum rental amount
available in the marketplace for comparable space available for primary
leasing.


 


C.            Corporation.  If Tenant is a corporation, a transfer of
corporate shares by sale, assignment, bequest, inheritance, operation of law or
other disposition (including such a transfer to or by a receiver or trustee in
federal or state bankruptcy, insolvency or other proceedings) resulting in a
change in the present control of such corporation or any of its parent
corporations by the person or persons owning a majority of said corporate
shares, shall constitute an assignment for purposes of this Lease.


 


D.            Unincorporated
Entity.  If Tenant is a partnership,
joint venture, unincorporated limited liability company or other unincorporated
business form, a transfer of the interest of persons, firms or entities
responsible for managerial control of Tenant by sale, assignment, bequest,
inheritance, operation of law or other disposition, so as to result in a change
in the present control of said entity and/or of the underlying beneficial
interests of said entity and/or a change in the identity of the persons
responsible for the general credit obligations of said entity shall constitute
an assignment for all purposes of this Lease.


 


E.             Liability.  No assignment or subletting by Tenant,
permitted or otherwise, shall relieve Tenant of any obligation under this Lease
or alter the primary liability of the Tenant named herein for the payment of
Rent or for the performance of any other obligations to be performed by Tenant,
including obligations contained in Paragraph 25 with respect to any assignee or
subtenant.  Landlord may collect rent or
other amounts or any portion thereof from any assignee, subtenant, or other
occupant of the Premises, permitted or otherwise, and apply the net rent
collected to the Rent payable hereunder, but no such collection shall be deemed
to be a waiver of this Paragraph 21, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of the obligations of Tenant under this Lease.  Any assignment or subletting which conflicts
with the provisions hereof shall be void.


 


F.            Permitted
Transfers. Tenant shall have the right to assign its interest in this Lease or
to sublet all or any portion of the Premises, in each case without Landlord’s
prior consent, to (i) any affiliate; or (ii) any entity which acquires all, or
substantially all, of Tenant’s assets or outstanding shares of stock; provided
that any such transaction is a legitimate business transaction and not a subterfuge
to avoid the prohibitions on subletting and assignment contained herein.


 


22.          AUTHORITY


 


Landlord
represents and warrants that it has full right and authority to enter into this
Lease and to perform all of Landlord’s obligations hereunder and that all
persons signing this Lease on its behalf are authorized to do.  Tenant and the person or persons, if any,
signing on behalf of Tenant, jointly and severally represent and warrant that
Tenant has full right and authority to enter into this Lease, and to perform
all of Tenant’s obligations hereunder, and that all persons signing this Lease
on its behalf are authorized to do so.


 


13

















 


23.          condemnation


 


A.            Condemnation
Resulting in Termination.  If the
whole or any substantial part of the Premises should be taken or condemned for
any public use under any Regulation, or by right of eminent domain, or by
private purchase in lieu thereof, and the taking would prevent or materially interfere
with the Permitted Use of the Premises, either party shall have the right to
terminate this Lease at its option.  If
any material portion of the Building or Project is taken or condemned for any
public use under any Regulation, or by right of eminent domain, or by private
purchase in lieu thereof, Landlord may terminate this Lease at its option.  In either of such events, the Rent shall be
abated during the unexpired portion of this Lease, effective when the physical
taking of said Premises shall have occurred.


 


B.            Condemnation
Not Resulting in Termination.  If a
portion of the Project of which the Premises are a part should be taken or
condemned for any public use under any Regulation, or by right of eminent
domain, or by private purchase in lieu thereof, and the taking prevents or
materially interferes with the Permitted Use of the Premises, and this Lease is
not terminated as provided in Paragraph 23.A. above, the Rent payable hereunder
during the unexpired portion of the Lease shall be reduced, beginning on the
date when the physical taking shall have occurred, to such amount as may be
fair and reasonable under all of the circumstances, but only after giving
Landlord credit for all sums received or to be received by Tenant by the
condemning authority.  Notwithstanding
anything to the contrary contained in this Paragraph, if the temporary use or
occupancy of any part of the Premises shall be taken or appropriated under
power of eminent domain during the Term, this Lease shall be and remain
unaffected by such taking or appropriation and Tenant shall continue to pay in
full all Rent payable hereunder by Tenant during the Term; in the event of any
such temporary appropriation or taking, Tenant shall be entitled to receive
this portion of any award which represents compensation for the use of or
occupancy of the Premises during the Term, and Landlord shall be entitled to
receive that portion of any award which represents the cost of restoration of
the Premises and the use and occupancy of the Premises.


 


C.            Award.  Landlord shall be entitled to (and Tenant
shall assign to Landlord) any and all payment, income, rent, award or any
interest therein whatsoever which may be paid or made in connection with such
taking or conveyance and Tenant shall have no claim against Landlord or
otherwise for any sums paid by virtue of such proceedings, whether or not attributable
to the value of any unexpired portion of this Lease, except as expressly
provided in this Lease.  Notwithstanding
the foregoing, any compensation specifically and separately awarded Tenant for
Tenant’s personal property and moving costs, shall be and remain the property
of Tenant.


 


D.            Waiver
of CCP§1265.130.  Each party waives
the provisions of California Civil Code Procedure Section 1265.130 allowing
either party to petition the superior court to terminate this Lease as a result
of a partial taking.


 


24.          CASUALTY DAMAGE


 


A.            General.  If the Premises or Building should be
damaged or destroyed by fire, tornado, or other casualty (collectively, “Casualty”).  Tenant
shall give immediate written notice thereof to Landlord.  Within thirty (30) days after Landlord’s
receipt of such notice, Landlord shall notify Tenant whether in Landlord’s
estimation material restoration of the Premises can reasonably be made within
one hundred eighty (180) days from the date of such notice and receipt of
required permits for such restoration. 
Landlord’s determination shall be binding on Tenant.


 


B.            Within
180 Days.  If the Premises or
Building should be damaged by Casualty to such extent that material restoration
can in Landlord’s structural engineer’s
written estimation be reasonably completed within one hundred
eighty (180) days after the date of such notice and receipt of required permits
for such restoration, this Lease shall not terminate.  Provided that insurance proceeds are received
by Landlord to fully repair the damage, Landlord shall proceed to rebuild and
repair the Premises in the manner determined by Landlord, except that Landlord
shall not be required to rebuild, repair or replace any part of the Alterations
which may have been placed on or about the Premises by Tenant.  If the Premises are untenantable in whole or
in part following such damage, the Rent payable hereunder during the period in
which they are untenantable shall be abated proportionately, but only to the extent of rental abatement insurance proceeds
received by Landlord during the time and to the extent the Premises
are unfit for occupancy.


 


C.            Greater
than 180 Days.  If the Premises or Building
should be damaged by Casualty to such extent that material restoration cannot
in Landlord’s structural engineer’s written estimation be reasonably completed
within one hundred eighty (180) days after the date of such notice and receipt
of required permits for such rebuilding or repair, and such damage materially
and adversely interferes with the conduct of Tenant’s business in the Premises,
then either Party shall have the right to cancel this Lease by giving the other
party written notice within [ten (10)] days from the date of Landlord’s notice
that material restoration cannot in Landlord’s estimation be reasonably completed
within such one hundred eighty (180) day period.  Said cancellation shall be effective [thirty
(30)] days from the first day that either party gives its notice to
cancel.  If neither party elects to so
cancel this Lease,  Landlord shall
proceed to rebuild and repair the Premises diligently and in the manner
determined by Landlord, except that Landlord shall not be required to rebuild,
repair or replace any part of any Alterations which may have been placed on or
about the Premises by Tenant.  If the
Premises are untenantable in whole or in part following such damage, the Rent
payable hereunder during the period in which the are untenantable shall be abated
proportionately, but only during the time and to the extent the Premises are
unfit for occupancy.  If the Premises or Building should be damaged by Casualty to such extent
that rebuilding or repair [ILLEGIBLE] in Landlord’s estimation be reasonably
completed within one hundred eighty (180) days after the date of such notice
and receipt of required permits for such rebuilding or repair, then Landlord
shall have the option of either (1) terminating this Lease effective upon the
date of the occurence of such damage, in which event the Rent shall be abated
during the unexpired portion of this Lease; or (2) [ILLEGIBLE] to rebuild or
repair the Premises diligently and in the manner determined by Landlord.  Landlord shall notify Tenant of its election
within thirty (30) days after Landlord’s receipt of notice of the damage or
destruction.  Notwithstanding
the above, Landlord shall not be required to rebuild, repair or replace any
part of any Alterations which may have been placed, on or about the Premises by
Tenant.  If the Premises are untenantable
in whole or in part following such damage, the Rent payable hereunder during
the period in which they are untenantable shall be abated proportionately, but
only to the extent of rental
abatement insurance proceeds received by Landlord during the time
and to the extent the Premises are unfit for occupancy.


 


D.            Tenant’s
Fault.  Notwithstanding anything
herein to the contrary, if the Premises or any other portion of the Building
are damaged by Casualty resulting from the fault, negligence, or breach of this
Lease by Tenant or any of Tenant’s Parties, Base Rent and Additional Rent shall
not be diminished during the repair of such damage and Tenant shall be liable
to Landlord for the cost and expense of the repair and restoration of the
Building caused thereby to the extent such cost and expense is not covered by
insurance proceeds. 


 


E.             Insurance
Proceeds.  Notwithstanding anything
herein to the contrary, if the Premises or Building are damaged or destroyed
and are not fully covered by the insurance proceeds received by Landlord or if
the holder of any indebtedness secured by a mortgage or deed of trust covering
the Premises requires that the insurance proceeds be applied to such indebtedness,
then in either case Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within thirty (30) days
after the date of notice to Landlord that said damage or destruction is not
fully covered by insurance or such requirement is made by any such holder, as
the case may be, whereupon this Lease shall terminate. 


 


F.             Waiver.  This Paragraph 24 shall be Tenant’s sole and
exclusive remedy in the event of damage or destruction to the Premises or the
Building.  As a material inducement to
Landlord entering into this Lease, Tenant hereby waives any rights it may have
under Sections


 


14

















 


1932, 1993(4), 1941 or 1942 of
the Civil Code of California with respect to any destruction of the Premises,
Landlord’s obligation for tenantability of the Premises and Tenant’s right to
make repairs and deduct the expenses of such repairs, or under any similar law,
statute or ordinance now or hereafter in effect.


 


G.            Tenant’s
Personal Property.  In the event of
any damage or destruction of the Premises or the Building, under no
circumstances shall Landlord be required to repair any injury or damage to, or
make any repairs to or replacements of, Tenant’s personal property.


 


25.          HOLDING OVER


 


Unless
Landlord expressly consents in writing to Tenant’s holding over, Tenant shall
be unlawfully and illegally in possession of the Premises, whether or not
Landlord accepts any rent from Tenant or any other person while Tenant remains
in possession of the Premises without Landlord’s written consent.  If Tenant shall retain possession of the
Premises or any portion thereof without Landlord’s consent following the
expiration of this Lease or sooner termination for any reason, then Tenant
shall pay to Landlord for each day of such retention triple the amount of daily
rental as of the last month prior to the date of expiration or earlier
termination.  Tenant shall also
indemnify, defend, protect and hold Landlord harmless from any loss, liability
or cost, including consequential and incidental damages and reasonable
attorneys’ fees, incurred by Landlord resulting from delay by Tenant in
surrendering the Premises, including, without limitation, any claims made by
the succeeding tenant founded on such delay. 
Acceptance of Rent by Landlord following expiration or earlier
termination of this Lease, or following demand by Landlord for possession of
the Premises, shall not constitute a renewal of this Lease, and nothing
contained in this Paragraph 25 shall waive Landlord’s right of reentry or any
other right.  Additionally, if upon
expiration or earlier termination of this Lease, or following demand by
Landlord for possession of the Premises, Tenant has not fulfilled its
obligation with respect to repairs and cleanup of the Premises or any other
Tenant obligations as set forth in this Lease, then Landlord shall have the
right to perform any such obligations as it deems necessary at Tenant’s sole
cost and expense, and any time required by Landlord to complete such
obligations shall be considered a period of holding over and the terms of this
Paragraph 25 shall apply.  The provisions
of this Paragraph 25 shall survive any expiration or earlier termination of
this Lease.


 


26.          DEFAULT


 


A.            Events
of Default.  The occurrence of any of
the following shall constitute an event of default on the part of Tenant:


 


(1)           Abandonment.  Abandonment or [ILLEGIBLE] of the Premises for a continuous period in
excess of five (5) days.  Tenant waives
any right to notice Tenant may have under Section 1951.3 of the Civil Code of
the State of California, the terms of this Paragraph 26.A. being deemed such
notice to Tenant as required by said Section 1951.3.


 


(2)           Nonpayment of Rent.  Failure to pay any installment of Rent or any
other amount due and payable hereunder within five (5) days after
upon the date when said
payment is due, as to which time is of the essence.


 


(3)           Other Obligations.  Failure to perform any obligation, agreement
or covenant under this Lease other than those matters specified in
subparagraphs (1) and (2) of this Paragraph 26.A., such failure continuing for
fifteen (15) days after written notice of such failure, or longer
period of time if the nature of said failure would reasonable take a longer
period of time to cure, provided Tenant is acting to cure said failure in a
diligent “good-faith” manner, as to which time is of the
essence.


 


(4)           General Assignment.  A general assignment by Tenant for the
benefit of creditors.


 


(5)           Bankruptcy.  The filing of any voluntary petition in
bankruptcy by Tenant, or the filing of an involuntary petition by Tenant’s
creditors, which involuntary petition remains undischarged for a period of
thirty (30) days.  If under applicable
law, the trustee in bankruptcy or Tenant has the right to affirm this Lease and
continue to perform the obligations of Tenant hereunder, such trustee or Tenant
shall, in such time period as may be permitted by the bankruptcy court having
jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date
of the affirmance of this Lease and provided to Landlord such adequate
assurances as may be necessary to ensure Landlord of the continued performance
of Tenant’s obligations under this Lease.


 


(6)           Receivership.  The employment of a receiver to take
possession of substantially all of Tenant’s assets or Tenant’s leasehold of the
Premises, if such appointment remains undismissed or undischarged for a period
of fifteen (15) days after the order thereof.


 


(7)           Attachment.  The attachment, execution or other judicial
seizure of all or substantially all of Tenant’s assets or Tenant’s leasehold of
the Premises, if such attachment or other seizure remains undismissed or
undischarged for a period of fifteen (15) days after the levy therefor.


 


(8)           Insolvency.  The admission by Tenant in writing of its
inability to pay its debts as they become due.


 


B.            Remedies
Upon Default.


 


(1)           Termination.  In the event of the occurrence of any event
of default, Landlord shall have the right to give a written termination notice
to Tenant, and on the date specified in such notice, Tenant’s right to
possession shall terminate, and this Lease shall terminate unless on or before
such date all Rent in arrears and all costs and expenses incurred by or on
behalf of Landlord hereunder shall have been paid by Tenant and all other
events of default of this Lease by Tenant at the time existing shall have been
fully remedied to the satisfaction of Landlord. 
At any time after such termination, Landlord may recover possession of
the Premises or any part thereof and expel and remove therefrom Tenant and any
other person occupying the same, including any subtenant or subtenants notwithstanding
Landlord’s consent to any sublease, by any lawful means, and again repossess
and enjoy the Premises without prejudice to any of the remedies that Landlord
may have under this Lease, or at law or equity by any reason of Tenant’s
default or of such termination.  Landlord
hereby reserves the right, but shall not have the obligation, to recognize the
continued possession of any subtenant. 
The delivery or surrender to Landlord by or on behalf of Tenant of keys,
entry codes, or other means to bypass security at the Premises shall not
terminate this Lease.


 


(2)           Continuation After
Default.  Event though an event of
default may have occurred, this Lease shall continue in effect for so long as
Landlord does not terminate Tenant’s right to possession under Paragraph
26.B.(1) hereof, and Landlord may enforce all of Landlord’s rights and remedies
under this Lease and at law or in equity, including without limitation, the
right to recover Rent as it becomes due, and Landlord, without terminating this
Lease, may exercise all of the rights and remedies of a landlord under Section
1951.4 of the Civil Code of the State of California or any successor code
section. Acts of maintenance, preservation or efforts to lease the Premises or
the appointment of a receiver under application of Landlord to protect
Landlord’s interest under this Lease or other entry by Landlord upon the
Premises shall not constitute an election to terminate Tenant’s right to
possession.


 


15

















 


(3)           Increased Security
Deposit.  If Tenant is in default
under Paragraph 26.A.(2) hereof and such default remains uncured for ten (10)
days after such occurrence or such default occurs more than three times in any
twelve (12) month period, Landlord may require that Tenant Increase the
Security Deposit to the amount of three times the current month’s Rent at the
time of the most recent default.


 


C.            Damages
After Default.  Should Landlord
terminate this Lease pursuant to the provisions of Paragraph 26.B.(1) hereof,
Landlord shall have the rights and remedies of a Landlord provided by Section
1951.2 of the Civil Code of the State of California, or any successor code
sections.  Upon such termination, in
addition to any other rights and remedies to which Landlord may be entitled
under applicable law or at equity, Landlord shall be entitled to recover from
Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts
which had been earned at the time of termination, (2) the worth at the time of
award of the amount by which the unpaid Rent and other amounts that would have
been earned after the date of termination until the time of award exceeds the
amount of such Rent loss that Tenant proves could have been reasonably avoided;
(3) the worth at the time of award of the amount by which the unpaid Rent and
other amounts for the balance of the Term after the time of award exceeds the
amount of such Rent loss that the Tenant proves could be reasonably avoided;
and (4) any other amount and court costs necessary to compensate Landlord for
all detriment 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.  The
“worth at the time of award” as used in (1) and (2) above shall be computed at
the Applicable Interest Rate (defined below). 
The “worth at the time of award” as used in (3) above shall be computed
by discounting such amount at the Federal Discount Rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).  If this Lease provides for any periods during
the Term during which Tenant is not required to pay Base Rent or if Tenant
otherwise receives a Rent concession, then upon the occurrence of an event of
default, Tenant shall owe to Landlord the full amount of such Base Rent or
value of such Rent concession, plus interest at the Applicable Interest Rate,
calculated from the date that such Base Rent or Rent concession would have been
payable.


 


D.            Late
Charge.  In addition to its other
remedies, Landlord shall have the right without notice or demand to add to the
amount of any payment required to be made by Tenant hereunder, and which is not
paid and received by Landlord within five (5) days after
on or before the first
day of each calendar month, an amount equal to ten percent (10%) of the
delinquency for each month or portion thereof that the delinquency remains
outstanding to compensate Landlord for the loss of the use of the amount not
paid and the administrative costs caused by the delinquency, the parties
agreeing that Landlord’s damage by virtue of such delinquencies would be
extremely difficult and impracticable to compute and the amount stated herein
represents a reasonable estimate thereof. 
Any waiver by Landlord of any late charges or failure to claim the same
shall not constitute a waiver of other late charges or any other remedies
available to Landlord.


 


E.             Interest.  Interest shall accrue on all sums not paid
when due hereunder at the lesser of eighteen percent (18%) per annum or the
maximum interest rate allowed by law (“Applicable Interest Rate”)
from the due date until paid.


 


F.             Remedies
Cumulative.  All right, privileges
and elections or remedies of the parties are cumulative and not alternative, to
the extent permitted by law and except as otherwise provided herein.


 


27.          LIENS


 


Tenant shall
at all times keep the Premises and the Project free from liens arising out of
or related to work or services performed, materials or supplies furnished or
obligations incurred by or on behalf of Tenant or in connection with work made,
suffered or done by or on behalf of Tenant in or on the Premises or
Project.  If Tenant shall not, within ten
(10) days following the imposition of any such lien, cause the same to be released
of record by payment or posting of a proper bond, Landlord shall have, in
addition to all other remedies provided herein and by law, the right, but not
the obligation, to cause the same to be released by such means as Landlord
shall deem proper, including payment of the claim giving rise to such
lien.  All sums paid by Landlord on
behalf of Tenant and all expenses incurred by Landlord in connection therefor
shall be payable to Landlord by Tenant on demand with interest at the
Applicable Interest Rate as Additional Rent. 
Landlord shall have the right at all times to post and keep posted on
the Premises any notices permitted or required by law, or which Landlord shall
deem proper, for the protection of Landlord, the Premises, the Project and any
other party having an interest therein, from mechanics’ and materialmen’s
liens, and Tenant shall give Landlord not less than ten (10) business days
prior written notice of the commencement of any work in the Premises or Project
which could lawfully give rise to a claim for mechanics’ or materialmen’s liens
to permit Landlord to post and record a timely notice of non-responsibility, as
Landlord may elect to proceed or as the law may from time to time provide, for
which purpose, If Landlord shall so determine, 
Landlord may enter the Premises. 
Tenant shall not remove any such notice posted by Landlord without
Landlord’s consent, and in any event not before completion of the work which
could lawfully give rise to a claim for mechanics’ or materialmen’s liens.


 


28.          SUBSTITUTION


 


A.            At
any time after execution of this Lease, Landlord may substitute for the
Premises other ground level premises in the Building  Project or owned by Landlord in the vicinity of the Project
(the “New Premises”) upon no less than sixty
(60) days prior written notice, in which event the New Premises shall be deemed
to be the Premises for all purposes hereunder and this Lease shall be deemed
modified accordingly to reflect the new location and shall remain in full force
and effect as so modified, provided that: 


 


(1)           The
New Premises shall be similar in area and in function for Tenant’s purposes;
and 


 


(2)           If
Tenant is occupying the Premises at the time of such substitution, Landlord
shall pay the expense of physically moving Tenant, Tenant’s property and
equipment to the New Premises and shall, at Landlord’s sole cost, improve the
New Premises with Improvements substantially similar to those the Landlord has
committed to provide or has provided in the Premises.


 


29.          TRANSFERS BY LANDLORD


 


In the event
of a sale or conveyance by Landlord of the Building or a foreclosure by any
creditor of Landlord, the same shall operate to release Landlord from any
liability upon any of the covenants or conditions, express or implied, herein
contained in favor of Tenant, to the extent required to be performed after the
passing of title to Landlord’s successor-in-interest.  In such event, Tenant agrees to look solely
to the responsibility of the successor-in-interest of Landlord under this Lease
with respect to the performance of the covenants and duties of “Landlord” to be performed after the passing of title to
Landlord’s successor-in-interest.  This
Lease shall not be affected by any such sale and Tenant agrees to attorn to the
purchase or assignee.  Landlord’s
successor(s)-in-interest shall not have liability to Tenant with respect to damages arising from the failure
to perform any of the obligations of “Landlord” to
the extent required to be performed prior to the date such
successor(s)-in-interest become the owner of the Building.  The initial Landlord signing
this Lease, shall at the time of Scheduled Term Expiration Date, be personalty liable
for the any unused Security Deposit, whether or not the Security Deposit
transferred to the new landlord.


 


16

















 


30.          RIGHT OF LANDLORD TO
PERFORM TENANT’S COVENANTS


 


All covenants
and agreements to be performed by Tenant under any of the terms of this Lease
shall be performed by Tenant at Tenant’s sole cost and expense and without any
abatement of Rent.  If Tenant shall fail
to pay any sum of money, other than Base Rent, required to be paid by Tenant
hereunder or shall fail to perform any other act on Tenant’s part to be
performed hereunder, including Tenant’s obligations under Paragraph 11 hereof,
and such failure shall continue for fifteen (15) days after notice thereof by
Landlord, in addition to the other rights and remedies of Landlord, Landlord
may make any such payment and perform any such act on Tenant’s part.  In the case of an emergency, no prior
notification by Landlord shall be required. 
Landlord may take such actions without any obligation and without
releasing Tenant from any of Tenant’s obligations.  All sums so paid by Landlord and all
incidental costs incurred by Landlord and interest thereon at the Applicable
Interest Rate, from the date of payment by Landlord, shall be paid to Landlord
on demand as Additional Rent.


 


31.          WAIVER


 


If either
Landlord or Tenant waives the performance of any term, covenant or condition
contained in this Lease, such waiver shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition
contained herein, or constitute a course of dealing contrary to the expressed
terms of this Lease.  The acceptance of
Rent by Landlord shall not consitute a waiver of any preceding breach by Tenant
of any term, covenant or condition of this Lease, regardless of Landlord’s
knowledge of such preceding breach at the time Landlord accepted such Rent.  Failure by Landlord to enforce any of the
terms, covenants or conditions of this Lease for any length of time shall not
be deemed to waive or decrease the right of Landlord to insist thereafter upon
strict performance by Tenant.  Waiver by
Landlord of any term, covenant or condition contained in this Lease may only be
made by a written document signed by Landlord, based upon full knowledge of the
circumstances.


 


32.          NOTICES


 


Each provision
of this Lease or of any applicable governmental laws, ordinances, regulations
and other requirements with reference to sending, mailing, or delivery of any
notice or the making of any payment by Landlord or Tenant to the other shall be
deemed to be complied with when and if the following steps are taken:


 


A.            Rent.  All Rent other payments required to be made
by Tenant to Landlord hereunder shall be payable to Landlord at Landlord’s
Remittance Address set forth in the Basic Lease Information, or at such other
address as Landlord may specify from time to time by written notice delivered
in accordance herewith. Tenant’s obligation to pay Rent and any other amounts
to Landlord under the terms of this Lease shall not be deemed satisfied until
such Rent and other amounts have been actually received by Landlord.


 


B.            Other.  All notices, demands, consents and approvals
which may or are required to be given by either party to the other hereunder
shall be in writing and either personally delivered, sent by commercial
overnight courier, mailed, certified or registered, postage prepaid or sent by
facsimile with confirmed receipt (and with an original sent by commercial
overnight courier), and in each case addressed to the party to be notified at
the Notice Address for such party as specified in the Basic Lease Information
or to such other place as the party to be notified may from time to time
disgnate by at least fifteen (15) days notice to the notifying party.  Notices shall be deemed served upon receipt
or refusal to accept delivery.  Tenant
appoints as its agent to receive the service of all default notices and notice
of commencement of unlawful detainer proceedings the Branch
Manager or Customer Service Manager of person in charge of or apparently in charge of occupying
the Premises at the time, and, if there is no such person, then such service
may be made by attaching the same on the main entrance of the Premises.


 


C.            Required
Notices.  Tenant shall immediately
notify Landlord in writing of any notice of a violation or a portential or
alleged violation of any Regulation that relates to the Premises or the
Project, or of any inquiry, investigation, enforcement or other action that is
instituted or threatened by any governmental or regulatory agency against
Tenant or any other occupant of the Premises, or any claim that is instituted
or threatened by any third party that relates to the Premises or the Project.


 


33.          ATTORNEYS’ FEES


 


In the event of a default not timely cured, then if
If Landlord places the enforcement of this Lease, or any part
thereof, or the collection of any Rent due, or to become due hereunder, or
recovery of possession of the Premises in the hands of an attorney, Tenant
shall pay to Landlord, upon demand, Landlord’s reasonable attorneys’ fees and
court costs, whether incurred without trial, at trial, appeal or review.  In any action which Landlord or Tenant brings
to enforce its respective rights hereunder, the unsuccessful party shall pay
all costs incurred by the prevailing party including reasonable attorneys’
fees, to be fixed by the court, and said costs and attorneys’ fees shall be a
part of the judgment in said action.


 


34.          successors and assigns


 


This Lease
shall be binding upon and inure to the benefit of Landlord, its successors and
assigns, and shall be binding upon and inure to the benefit of Tenant, its
successors, and to the extent assignment is approved by Landlord as provided
hereunder, Tenant’s assigns.


 


35.          FORCE MAJEURE


 


If performance
by a party of any portion of this Lease is made impossible by any prevention,
delay, or stoppage caused by strikes, lockouts, labor disputes, acts of God,
inability to obtain services, labor, or materials or reasonable substitutes for
those items, government actions, civil commotions, fire or other casualty, or
other causes beyond the reasonable control of the party obligated to perform,
performance by that party for a period equal to the period of that prevention,
delay, or stoppage is excused. Tenant’s obligation to pay Rent, however, is not
excused by this Paragraph 35.


 


36.          SURRENDER OF PREMISES


 


Tenant shall,
upon expiration or sooner termination of this Lease, surrender the Premises to
Landlord in the same condition as existed on the date Tenant originally look
possession thereof, including, but not limited to, all interior walls cleaned,
all interior painted surfaces repainted in the original color, all holes in
walls repaired, all carpets shampooed and cleaned, and all floors cleaned,
waxed, and free of any Tenant-introduced marking or painting, all to the
reasonable satisfaction of Landlord. Tenant shall remove all of its debris from
the Project.  At or before the time of
surrender, Tenant shall comply with the terms of Paragraph 12.A. hereof with
respect to Alterations to the Premises and all other matters addressed in such
Paragraph.  If the Premises are not so
surrendered at the expiration or sooner termination of this Lease, the
provisions of Paragraph 25 hereof shall apply. 
All keys to the Premises or any part thereof shall be surrendered to
Landlord upon expiration or sooner termination of the Term.  Tenant shall give written notice to
Landlord at least thirty (30) days prior to vacating the Premises and
shall meet with Landlord for a joint inspection of the Premises at the time of
vacating, but nothing contained herein shall be construed as an extension of
the Term or as a consent by Landlord to any holding over by Tenant.  In the event of Tenant’s failure to give such
notice or participate in such joint inspection. 
Landlord’s inspection at or after Tenant’s vacating the Premises shall 


 


17

















 


conclusively be deemed correct
for purposes of determining Tenant’s responsibility for repairs and
restoration.  Any delay caused by
Tenant’s failure to carry out its obligations under this Paragraph 36 beyond
the term hereof, shall constitute unlawful and illegal possession of Premises
under Paragraph 25 hereof.


 


37.          PARKING


 


So long as
Tenant is occupying the Premises, Tenant and Tenant’s Parties shall have the
right to use up to the number of parking spaces, if any, specified in the Basic
Lease Information on a unreserved, nonexclusive, first come, first served
basis, for passenger-size automobiles, in the parking areas in the Project
designated from time to time by Landlord for use in common by tenants of the
Building.


 


Tenant may request
additional parking spaces from time to time and if Landlord in its sole
discretion agrees to make such additional spaces available for use by Tenant,
such spaces shall be provided on a month-to-month unreserved and nonexclusive
basis (unless otherwise agreed in writing by Landlord), and subject to such
parking charges as Landlord shall determine, and shall otherwise be subject to
such terms and conditions as Landlord may require.


 


Tenant shall
at all times comply and shall cause all Tenant’s Parties and visitors to comply
with all Regulations and any rules and regulations established from time to
time by Landlord relating to parking at the Project, including any keycard,
sticker or other identification or entrance system, and hours of operation, as
applicable. 


 


Landlord shall
have no liability for any damage to property or other items located in the
parking areas of the Project, nor for any personal injuries or death arising
out of the use of parking areas in the Project by Tenant or any Tenant’s Parties.  Without limiting the foregoing, if Landlord
arranges for the parking areas to be operated by an independent contractor not
affiliated with Landlord, Tenant acknowledges that Landlord shall have no
liability for claims arising through acts or omissions of such independent
contractor.  In all events, Tenant agrees
to look first to its insurance carrier and to require that Tenant’s Parties
took first to their respective insurance carriers for payment of any losses sustained
in connection with any use of the parking areas.


 


Landlord
reserves the right to assign specific spaces, and to reserve spaces for
visitors, small cars, disabled persons or for other tenants or guests, and Tenant
shall not park and shall not allow Tenant’s Parties to park in any such assigned
or reserved spaces.  Tenant may validate
visitor parking by such method as Landlord may approve, at the validation rate
from time to time generally applicable to visitor parking.  Landlord also reserves the right to alter,
modify, relocate or close all or any portion of the parking areas in order to
make repairs or perform maintenance service, or to restripe or renovate the
parking areas, or if required by casualty, condemnation, act of God.
Regulations or for any other reason deemed reasonable by Landlord.


 


Tenant shall
pay to Landlord (or Landlord’s parking contractor, if so directed in writing by
Landlord), as Additional Rent hereunder, the monthly charges established from
time to time by Landlord for parking in such parking areas (which shall initially
be the charge specified in the Basic Lease information, as applicable).  Such parking charges shall be payable in
advance with Tenant’s payment of Basic Rent. No deductions from the monthly
parking charge shall be made for days on which the Tenant does not use any of
the parking spaces entitled to be used by Tenant. Notwithstanding
the foregoing, Landlord shall not move the two (2) reserved customer parking
stalls as mentioned in the Basic Lease Information (unless Landlord is required
to by direction of a governmental authority having jurisdiction over sold
matters) unless Landlord moves the location of the Premises. In which case
Landlord will provide customer success providing similar access.


 


38.          MISCELLANEOUS


 


A.            General.  The term “Tenant” or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the
singular or plural number, individuals, firms or corporations, and their
respective successors, executors, administrators and permitted assigns
according to the context hereof.


 


B.            Time.
Time is of the essence regarding this Lease and all of its provisions.


 


C.            Choice
of Law.  This Lease shall in all
respects be governed by the laws of the State of California.


 


D.            Entire
Agreement.  This Lease, together with
its Exhibits, addends and attachments and the Basic Lease Information, contains
all the agreements of the parties hereto and supersedes any previous
negotiations.  There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Lease and its Exhibits, addenda and
attachments and the Basic Lease Information.


 


E.             Modification.  This Lease may not be modified except by a
written instrument signed by the parties hereto.  Tenant accepts the area of the Premises as
specified in the Basic Lease Information as the approximate area of the
Premises for all purposes under this Lease, and acknowledges and agrees that no
other definition of the area (rentable, usable or otherwise) of the Premises
shall apply.  Tenant shall in no event be
entitled to a recalculation of the square footage of the Premises, rentable,
usable or otherwise, and no recalculation, if made, irrespective of its
purpose, shall reduce Tenant’s obligations under this Lease in any manner, including
without limitation the amount of Base Rent payable by Tenant or Tenant’s
Proportionate Share of the Building and of the Project.


 


F.             Severability.  If, for any reason whatsoever, any of the
provisions hereof shall be unenforceable or ineffective, all of the other
provisions shall be and remain in full force and effect.


 


G.            Recordation.  Tenant shall not record this Lease or a short
form memorandum hereof.


 


H.            Examination
of Lease.  Submission of this Lease
to Tenant does not constitute an option or offer to lease and this Lease is not
effective otherwise until execution and delivery by both Landlord and Tenant. 


 


I.              Accord
and Satisfaction.  No payment by
Tenant of a lesser amount than the total Rent due nor any endorsement on any
check or letter accompanying any check or payment of Rent shall be deemed an
accord and satisfaction of full payment of Rent, and Landlord may accept such
payment without prejudice to Landlord’s right to recover the balance of such
Rent or to pursue other remedies.  All
offers by or on behalf of Tenant of accord and satisfaction are hereby rejected
in advance.


 


J.             Easements.  Landlord may grant easements on the Project
and dedicate for public are portions of the Project without Tenant’s consent;
provided that no such grant or dedication shall materially interfere with
Tenant’s Permitted Use of the Premises. 
Upon Landlords’ request, Tenant shall execute, acknowledge and deliver
to Landlord documents, instruments, maps and plans necessary to effectuate
Tenant’s covenants hereunder.


 


K.            Drafting
and Determination Presumption.  The
parties acknowledge that this Lease has been agreed to by both the parties,
that both Landlord and Tenant have consulted with attorneys with respect to the
terms of this Lease and that no presumption shall be 


 


18

















 


created against Landlord
because Landlord drafted this Lease. Except or otherwise specifically set forth
in this Lease, with respect to any consent, determination or estimation of
Landlord required or allowed in this Lease or requested of Landlord, Landlord’s
consent, determination or estimation shall be given or made solely by Landlord
in Landlord’s good faith opinion, whether or not objectively reasonable.  If Landlord fails to respond to any request
for its consent within the time period, if any, specified in this Lease,
Landlord shall be deemed to have disapproved such request.


 


L.            Exhibits.   The
Basic Lease Information, and the Exhibits, addends and attachments attached
hereto are hereby incorporated herein by this reference and made a part of this
Lease as though fully set forth herein.


 


M.           No
Light, Air or View Easement.   Any diminution or shutting
off of light, air or view by any structure which may be erected on lands
adjacent to or in the vicinity of the Building shall in no way affect this
Lease or impose any liability on Landlord.


 


N.            No
Third Party Benefit.   This Lease is a contract between
Landlord and Tenant and nothing herein is intended to create any third party
benefit.


 


O.            Quiet
Enjoyment.    Upon payment by Tenant of the Rent, and upon
the observance and performance of all of the other covenants, terms and
conditions on Tenant’s part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons
lawfully or equitably claiming by, through or under Landlord, subject,
nevertheless, to all of the other terms and conditions of this Lease. Landlord
shall not be liable for any hindrance, interruption, interference or
disturbance by other tenants or third persons, nor shall Tenant be released
from any obligations under this Lease because of such hindrance, interruption, interferance
or disturbances.


 


P.            Counterparts.   This
Lease may be executed in any number of counterparts, each of which shall be
deemed an original.


 


Q.            Multiple
Parties.   If more than one person or entity is named herein
as Tenant, such multiple parties shall have joint and several responsibility to
comply with the terms of this Lease.


 


R.            Prorations.   Any
Rent or other amounts payable to Landlord by Tenant hereunder for any
fractional month shall be prorated based on a month of 30 days. As used herein,
the term “fiscal year” shall mean the calendar year or such other fiscal year
as Landlord may deem appropriate.


 


39.          ADDITIONAL PROVISIONS


 


A.            Option
to Renew.   Landlord hereby grants the Tenant the Option to Renew
the Initial Term of the Lease for one (1) additional five (5) year period upon
and subject to the Terms and Conditions set forth herein (the “Option Term”).  The Option shall be exercised, if at all, by
written notice, delivered to Landlord no earlier than nine (9) months nor later
than six (6) months prior to the expiration date of the Option Term.  In the event Tenant exercises the Option, each
of the Terms, covenants, and conditions of the Lease shall apply during the
Option Term as though the expiration date of the Option Term was the date
originally set forth herein as the expiration date of the Initial Term except
that the monthly Rent to be paid during the Option Term shall be equal to
Landlord’s published rates (for space located on the ground floor of the
Building), but in no event shall the monthly rental payable during the Option
Term be less than the monthly Rent payable to Landlord during the last full
calendar month of the initial Term.  Anything contained herein to the contrary
notwithstanding, if Tenant is in material default under any of the Terms,
covenants, or conditions of this Lease, either at the time Tenant exercised the
Option or any time thereafter prior to the commencement date of the Option
Term, and such default is not cured within the applicable cure period, Landlord
shall have, in addition to all of Landlord’s other rights and remedies provided
in the Lease, the right to Terminate the Option already exercised by Tenant
upon notice to Tenant, in which event the expiration of this lease shall be and
remain the expiration date of the initial Term period.  This Option is personal to the original Tenant
executing the Lease and may not be assigned or exercised after any assignment
or sublease of any portion of the Premises (other than to an affiliate to
Tenant as permitted under Paragraph 21 of this Lease).


 


B.            Automated
Teller Machine and Night Drop:   Landlord shall grant Tenant
the right to place an automated Teller Machine and Night Drop on the Premises
subject to a mutually acceptable location.  All costs associated with the installation,
maintenance and ultimate removal of said machine and Night Drop shall be at
Tenant’s sole cost and expense.  Landlord
shall use commercially reasonable efforts to avoid blocking access to the ATM
and Night Drop.


 


C.            Building
Eyebrow Signage Right: Landlord shall grant the original Tenant signing
this Lease, the right to display “eyebrow” signage (the “Building Signage
Right”), as described below, on the third level of the exterior concrete
portion of the Building, facing southerly (toward the baseball stadium), at the
proposed location indicated on the Sign Plan attached hereto as Exhibit F,
subject to the following conditions:


 


(1)   The
Building Signage Right is personal to Tenant, and is for the sole purpose of
displaying Tenant’s name, “Bank of Commerce” and no other.


 


(2)   Tenant
shall submit plans and drawings for signage to Landlord and to the City of
Anaheim and shall obtain written approval from both prior to installation;
should the City of Anaheim decline to approve such request for signage,
Landlord shall have no further obligation with respect to the Building Signage
Right and this Lease shall remain fully enforceable.


 


(3)   Tenant
signage shall remain in the same location and in the same configuration
throughout the Term of the Lease hereof.


 


(4)   Tenant’s
Building Signage Right, granted herein, shall be deemed revoked and terminated
upon occurrence of any of the following events:


 


(a)   Tenant
shall be in default, as defined in Article 26, and shall not have cured said
default for a period of sixty (60) days or longer period of time
if the nature of said failure would reasonably take a longer period of time to
cure, provided Tenant is acting to cure said failure in a diligent “good-faith”
manner.


 


(b)   Tenant
shall assign this Lease except for an assignment governed by Article 9 hereof.


 


(c)   This
Lease shall terminate or otherwise no longer be in effect herein.


 


(5)   Upon expiration or earlier
termination of this Lease or at such other time as Tenant’s Building Signage
Right is terminated herein, Landlord shall cause Tenant’s signage to be removed
from the Building and Landlord shall repair and restore to the condition in
which it existed prior to the installation of Tenant’s signage (less reasonable
wear and tear), all at the sole cost and expense of tenant.  Tenant shall pay all costs and expenses, for
such removal and restoration, which shall include if necessary


 


19

















 


replacement of
the concrets (due to damage and or fading) or glass panels on which sign was
attached, within thirty (30) days of invoice.


 


(6)   Throughout the Term of this
Lease while this Paragraph 39C is in effect, Tenant shall maintain its signage
in good condition and repair, and all costs of maintenance and repair shall be
borne by Tenant. Maintenance shall include, without limitation, replacement of
damaged letters or damaged Building panels, lights (if illuminated), cleaning
at reasonable intervals, etc. If Tenant’s signage is to be illuminated, Tenant
shall pay for the costs of installing electrical power to Tenant’s signage and
such electrical power shall be separately metered and billed to Tenant.  Tenant shall make all repairs and maintenance
at its sole cost and expense to assure that the signage is properly
illuminated, without “gapping” at all times.


 


(7)   This Building Signage Right
shall not preclude Landlord from placing other signage on the Building, at
Landlord’s sole discretion.


 


40.          JURY TRIAL WAIVER


 


EACH PARTY HERETO (WHICH
INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL REPRESENTATIVE OF A PARTY)
SHALL NOT SEEK A JURY TRIAL, HEREBY WAIVES TRIAL BY JURY, AND HEREBY FURTHER
WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH THE BUILDING IS LOCATED,
AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE COURTS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD
AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY
OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUE, EMERGENCY OR
OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS LEASE OR ON TORT
LAW.  EACH PARTY REPRESENTS THAT IT HAS
HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS
PARAGRAPH 40.  THE PROVISIONS OF THE
PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Lease of the day and the year first above written.


 


 


	
  LANDLORD

  	
  TENANT

  
	
   

  	
   

  
	
  Spicker
  Properties, L.P.,

  	
  Bank of
  Commerce

  
	
  a California
  limited partnership

  	
  a California
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Spicker Properties, Inc.,

  	
   

  	
   

  
	
   

  	
  a Maryland corporation,

  	
   

  
	
   

  	
  its general partners

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Alan Dibartolomeo

  	
   

  	
  By:

  	
  /s/ Ernest Gwin

  	
   

  
	
   

  	
  Alan Dibartolomeo

  	
   

  	
  Ernest Gwin

  
	
   

  	
  Vice President

  	
   

  	
  Senior Vice President,
  Regional Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Davenport

  	
   

  	
  By:

  	
    /s/ Gary Cristofani

  	
   

  
	
   

  	
  John Davenport

  	
   

  	
  Gary Cristofani

  
	
   

  	
  Regional Senior Vice
  President

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  
	
  Date: 

  	
  11/24/98

  	
   

  	
  Date: 

  	
  11/18/98

  	
   

  
														



 


20

















 


EXHIBIT “A”


 


SITE PLAN/PROPERTY DESCRIPTION


 


STADIUM TOWERS PLAZA


2400 E. Katella Avenue, Anaheim, CA


 


Site Plan of the Project (Building is outlined in blue ink; Project is
outlined in green ink)


 





 


This site
plan is intended only to show the General layout of the property or a part
thereof.  Landlord reserves the right to
alter, add to or omit in whole or in part any structures, and/or improvements,
and/or common areas and/or land area shown on this plan.  All measurements and distances are
approximate.  This plan is not to be scaled.


 


21

















 


EXHIBIT “B”


OUTLINE OF PREMISES


 





 


Exhibit
“B” is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease.  If
does not in any way supersede any of Landlord’s rights set forth in the Lease
with respect to arrangements and/or locations of public parts of the Building
and changes in such arrangements and/or locations.  This plan is not to be scaled.


 


Not to Scale


 


22

















 


EXHIBIT “C”


TENANT IMPROVEMENTS AND SPECIFICATIONS


 


1.            In
consideration of the mutual covenants contained in the Lease of which this
Exhibit C is a part. Landlord agree to perform the following Initial tenant
improvement work in the Premises (“Tenant Improvements”)


 


	
  Demo:

  	
   

  	
  Existing electrical room walls (2): a portion of division wall on
  southeast side of Premises. Relocate existing millwork in kitchen (See millwork
  below).

  
	
  Carpet:

  	
   

  	
  A portion of existing kitchen will be recarpeted, where existing
  walls are removed New carpet shall be installed.

  
	
  VCT:

  	
   

  	
  Existing VCT will be replaced new VCT.

  
	
  Lighting:

  	
   

  	
  Each office shall have two (2) light fixtures. Other light fixtures
  shall be relocated per Exhibit C1.

  
	
  Electrical:

  	
   

  	
  Two (2) electrical duplex (non-dedicated), one (1) phone outlet and
  one (1) light switch in each new enclosed area. Landlord to provide 110 volt
  power to the ATM/Night Drop room Tenant to connect the power to the
  machines).

  
	
  Sidelights:

  	
   

  	
  One (1), 24” wide sidelight approximately 8’10” high in each new office;
  conference room will have 6’ wide sidelight.

  
	
  Sprinklers:

  	
   

  	
  Change as required.

  
	
  Ceiling:

  	
   

  	
  No changes to existing required.

  
	
  HVAC:

  	
   

  	
  New enclosed areas shall each have one supply and one return vent

  
	
  Millwork:

  	
   

  	
  Customer transaction counter to accommodate four customers
  (approximately 16 lincal feet); one customer service transaction counter
  (approximately 4 lincal feet); relocate existing kitchen millwork.

  
	
  Plumbing:

  	
   

  	
  Connect sink to relocated millwork.

  
	
  Divisional Walls:

  	
   

  	
  Full height (to celling T-bar) walls: 
  Conference room, work room, safe room, four new offices; storage room;
  ATM and night deposit room.

  
	
   

  	
   

  	
  Low walls (48”) with drywall caps: 
  New accounts; customer service; administration.

  
	
  Paint:

  	
   

  	
  New offices to be painted with Building Standard, Dunn-Edward’s
  Powder Plume.

  
	
  Doors:

  	
   

  	
  Each new office shall have a door; customer service shall have a low
  gate; new accounts shall have gate.

  
	
  ATM/Night Drop/Safe:

  	
   

  	
  Automated Teller Machine, Night Drop and safe shall be provided and
  installed by Tenant, at Tenant’s sole cost and expense. The ATM and Night
  Drop shall be installed on south side of Building near rear entrance. The
  safe shall be installed inside the Premises.

  
	
  Glass & Glazing:

  	
   

  	
  Tenant, at Tenant’s sole cost and expense, with Landlord’s prior
  written approval, shall remove the existing exterior glass in the areas where
  Tenant is to install the ATM and Night Drop for storage by Landlord.  Tenant shall then install new glass to fit
  the ATM and Night Drop.  At the end of
  the lease Term, Tenant, at Tenant’s sole cost and expense shall remove the
  ATM and Night Drop, repair any damage and reinstall the original glass.

  



 


Landlord shall
cause to have prepared a space plan and/or construction drawings substantially
incorporating the above scope of tenant improvement work, which shall be
attached hereto as Exhibit “C-1” and made a part hereof.


 


2.             Notwithstanding
the foregoing, Landlord agrees to provide Tenant with Tenant improvements
pursuant to a mutually agreed upon space plan which is attached hereto as
Exhibit C1, subject to Landlord’s approval of the costs. In the event of any
conflicts or inconsistencies, Exhibit C1 shall prevail.  Landlord’s total contribution towards cost
(the “Tenant Improvement Allowance”) shall not exceed sixty thousand, eight
hundred seventy dollars ($60,870). The Tenant Improvement Allowance shall
include costs associated with construction, including but not limited to space
planning, working drawing, engineering, permits, contractor profit, overhead
and Landlord administration fee. Tenant shall pay, procure and install at its
sole cost and expense, the ATM, night drop, safe and any voice and data
cabling. If the cost of the Tenant Improvements exceeds the
Tenant Improvement Allowance, Tenant shall pay Landlord such excess cost within
three (3) business days after Landlord’s notice to Tenant of such excess cost.
All work is to be performed using Landlord’s Building Standard materials and in
the Building Standard manner.  As used
herein, “Building Standard.” shall mean the standards for a particular item
selected from time to time by Landlord for the Building or such other standards
as may be mutually agreed upon between Landlord and Tenant in writing.


 


3.             Without
limiting the “as-is” provisions of the Lease, Tenant accepts the Premises in
its “as-is” condition and acknowledges that Landlord has no obligation to make
any changes or improvements to the Premises or to pay any costs expanded or to
be expanded in connection with any such changes or improvements, other than the
Tenant Improvements specified in Paragraph 1 of this Exhibit C.


 


4.             Tenant
shall not perform any work in the Premises (including, without limitation,
cabling, wiring, Fixturization, painting, carpeting, replacement or repairs)
except in accordance with Paragraphs 12 and 27 of the Lease.


 


23

















 


EXHIBIT “C-1”


SPACE PLAN


 


 


Attached hereto and made a part hereof.


 


24

















 


EXHIBIT “D”


BUILDING/PROJECT RULES AND REGULATIONS


 


1.             Sidewalks,
halls, passages, exits, entrances, elevators, escalators and stairways shall
not be obstructed by Tenant’s or used by them for any purpose other than for
ingress to and egress from their respective premises.  The halls, passages, exits, entrances,
elevators and stairways are not for the use of the general public and Landlord
shall in all cases retain the right to control and prevent access thereto by
all persons whose presence, in the judgment of Landlord, shall be prejudicial
to the safety, character, reputation and interests of the Building and its
Tenant’s, provided that nothing herein contained shall be construed to prevent
such access to persons with whom any Tenant normally deals in the ordinary
course of such Tenant’s business unless such persons are engaged in illegal
activities.  No Tenant, and no employees
or invitees of any Tenant, shall go upon the roof of the Building, except as
authorized by Landlord.


 


2.             No
sign, placard, picture, name, advertisement or notice, visible from the
exterior of lease premises shall be inscribed, painted, affixed, installed or
otherwise displayed by any Tenant either on its premises or any part of the
Building without the prior written consent of Landlord, and Landlord shall have
the right to remove any such sign, placard, picture, name, advertisement, or
notice without notice to an at the expense of the Tenant.  If Landlord shall have given such consent to
any Tenant at any time, whether before or after the execution of the lease,
such consent shall in no way operate as a waiver or release of any of the
provisions hereof or of such lease, and shall be deemed to relate only to the
particular sign, placard, picture, name, advertisement or notice so consented
to by Landlord and shall not be construed as dispensing with the necessity of
obtaining the specific written consent of Landlord with respect to any other
such sign, placard, picture, name, advertisement or notice.  All approved signs or lettering on doors and
walls shall be printed, painted, affixed or inscribed at the expense of the
Tenant by a person approved by Landlord.


 


3.             The
bulletin board or directory of the Building will be provided exclusively for
the display of the name and location of Tenant’s, and Landlord reserves the
right to exclude any other names therefrom.


 


4.             No
curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings,
hangings or decorations shall be attached to, hung or placed in, or used in
connection with, any window or door on any premises without the prior written
consent of Landlord.  In any event with
the prior written consent of the Landlord, all such items shall be installed inboard
of Landlord’s standard window covering and shall in now way be visible from the
exterior of the building. No articles shall be placed or kept on the window
stills so as to be visible from the exterior of the Building.  No articles shall be placed against glass
partitions or doors which might appear unsightly from outside Tenant's
Premises.


 


5.             Landlord
reserves the right to exclude from the Building between the hours of 6 p.m. and
8 a.m. and at all hours on Saturdays, Sundays and holidays all persons who are
not Tenant’s or their accompanied guests in the Building.  Each Tenant shall be responsible for all
persons for whom it allows to enter the building and shall be liable to
Landlord for all acts of such persons. 
Landlord shall in no case be liable for damages for error with regard to
the admission to or exclusion from the Building of any person.  During the continuance of any invasion, mob,
riot, public excitement or other circumstance rendering such action advisable
in Landlord’s opinion, Landlord reserves the right to prevent access to the
Building and property in the Building.


 


6.             No
Tenant shall employ any person or persons other than the janitor of Landlord
for the purpose of cleaning Premises unless otherwise agreed to by Landlord in
writing.  Except with the written consent
of Landlord no person or persons other than those approved by Landlord shall be
permitted to enter the Building for the purpose of cleaning the same.  No Tenant shall cause any unnecessary labor
by reason of such Tenant’s carelessness or indifference in the preservation of
good order and cleanliness of the Premises. 
Landlord shall in no way be responsible for any loss of property on the
Premises, however occurring, or for any damage done to the effects of any
Tenant by the janitor or any other employee or any other person.


 


7.             No
Tenant shall obtain for use upon its premises ice, drinking water, food,
beverage, towel or other similar service except through facilities provided by
Landlord (and maintained by Tenant) and under regulations fixed by Landlord, or
accept barbering or bootblacking services in its Premises except from persons
authorized by Landlord.


 


8.             Each
Tenant shall see that all doors of its Premises are closed and securely locked and
must observe strict care and caution that all water faucets or water apparatus
are entirely shut off before Tenant of its employees leave such Premises, and
that all utilities shall likewise be carefully shut off, so as to prevent waste
of damage, and for any default or carelessness the Tenant shall make good all
injuries sustained by other Tenant’s or occupants of the Building or
Landlord.  On multiple-tenancy floors,
all Tenant’s shall keep the door or doors to the Building corridors closed at
all times except for ingress and egress.


 


9.             As
more specifically provided in the Tenant’s Lease of the Premises,. Tenant shall
not waste electricity, water or air-conditioning and agrees to cooperate fully
with Landlord to assure the most effective operation of the Building’s heating
and air-conditioning, and shall refrain from attempting to adjust any controls
other than room thermostats installed for Tenant’s use.


 


10.           No
Tenant shall alter any lock or access device or install a new or additional
lock or access device or any bolt on any door of its Premises without the prior
written consent of Landlord.  If Landlord
shall give its consent, the Tenant shall in each case furnish Landlord with a
key for any such lock.


 


11.           No
Tenant shall make or have made additional copies of any keys or access devices
provided by Landlord.  Each Tenant, upon
termination of the Tenancy, shall deliver to Landlord all the keys of access
devices for the Building, offices, rooms and toilet rooms which shall have been
furnished the Tenant or which the Tenant shall have had made.  In the event of the loss of any keys or
access devices so furnished by Landlord, Tenant shall pay Landlord therefor.


 


25

















 


 


12.           The toilet rooms,
toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever, shall be thrown therein, and the expense of
any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the Tenant who, or whose employees or invitees, shall have
caused it.


 


13.           No Tenant shall use of
keep in its Premises or the Building any kerosene, gasoline or inflammable or
combustible fluid or material other than limited quantities necessary for the
operation or maintenance of office or office equipment.  No Tenant shall use any method of heating or
air conditioning other than that supplied by Landlord.


 


14.           No Tenant shall use,
keep or permit to be used or kept in its Premises any foul or noxious gas or
substance, or permit or suffer such premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors and/or vibrations or interface in any way with other
Tenant’s, or those having business therein, nor shall any animals or birds be
brought or kept in or about any premises of the Building.


 


15.           No cooking shall be
done or permitted by any Tenant on its Premises (except that use by the Tenant
of Underwriters’ Laboratory approved equipment for the preparation of coffee,
tea, hot chocolate and similar beverages for Tenant and their employees shall
be permitted, provided that such equipment and use is in accordance with all
applicable Federal, state and city laws, codes, ordinances, rules and
regulations), nor shall Premises be used for lodging.


 


16.           Except with the prior
written consent of Landlord, no Tenant shall sell, or permit the sale, at
retail, or newspapers, magazines, periodicals, theater tickets or any other
goods or merchandise in or on any premises, nor shall Tenant carry on, or
permit or allow any employee or other person to carry on, the business of
stenography, typewriting or any similar business in or from any premises for
the service of accommodation of occupants of any other portion of the Building,
nor shall the premises of any Tenant be used for any improper, immoral or
objectionable purpose or any business or activity other that that specifically
provided for in such Tenant’s lease.


 


17.           If Tenant requires
telegraphic, telephonic, burglar alarm or similar services, it shall first
obtain, and comply with, Landlord’s instructions in their installation.


 


18.           Landlord will direct
electricians as to where and how telephone, telegraph and electrical wires are
to be introduced or installed. No boring or cutting for wires will be allowed
without the prior written consent of Landlord. 
The location of burglar alarms, telephones, call boxes an other office
equipment affixed to all premises shall be subject to the written approval of
Landlord.


 


19.           No Tenant shall install
any radio or television antenna, loudspeaker or any other device on the
exterior walls or the roof of the Building, Tenant shall not interfere with
radio or television broadcasting or reception from or in the Building or
elsewhere.


 


20.           No Tenant shall lay
linoleum, life, carpet or any other floor covering so that the same shall be
affixed to the floor of its premises in any manner except as approved in
writing by Landlord.  The expenses of
repairing any damage resulting from a violation of this rule or the removal of
any floor covering shall be borne by the Tenant by whom, or by whose contractor
employee or invitees, the damage shall have been caused.


 


21.           No furniture, freight,
equipment, materials, supplies, packages, merchandise or other property will be
received in the Building or carried up or down in the elevators except between
such hours and in such elevators as shall be designated by Landlord.


 


Landlord
shall have the right to proscribe the weights, size and position of all sofas,
furniture or other heavy equipment brought into the Building. Safes or other
heavy object shall, if considered necessary by Landlord, stand on wood strips
of such thickness as determined by Landlord to be  necessary to properly distribute the weight
thereof,  Landlord will not be responsible for loss of
or damage to any such safe, equipment of property from any cause, and all
damage done to the Building by moving or maintaining any such safe, equipment or
other property shall be repaired at the expense of Tenant.


 


Business machines and
mechanical equipment belonging to Tenant which cause noise or vibration that
may be transmitted to the structure of the Building or to any space therein to
such a degree as to be objectionable to Landlord or to any Tenant’s in the Building,
shall be placed and maintained by Tenant, at Tenant’s expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration.  The persons employed to move such equipment
in or out of the Building must be acceptable to Landlord.


 


22.           No Tenant shall place a
load upon any floor of the premises which exceeds the load per square foot
which such floor was designed to carry and which is allowed by law.  No Tenant shall mark, or drive nails, screw
or drill into, the partitions, woodwork or plaster or in any way deface such
Premises or any part thereof.


 


23.           No Tenant shall
install, maintain or operate upon the Promises any vending machine without the
written consent of Landlord.


 


24.           There shall not be used
in any space, or in the public areas of the Building, either by any Tenant or
others, any hand trucks except those equipped with rubber tires and side guards
or such other material-handling equipment as Landlord may approve.  No other vehicles of any kind shall be
brought by any Tenant into or kept in or about the Premises.


 


25.           Each Tenant shall store
all its trash and garbage within the interior of its Premises.  No material shall be placed in the trash boxes
or receptacles if such material is of such nature that if may not be disposed
of in the ordinary and customary manner of removing and disposing of trash and
garbage in the city without violation of any law or ordinance governing such
disposal.  All trash, garbage and refuse
disposal shall be made only through entryways and elevators provided for such
purpose and at such times as Landlord shall designate.


 


26

















 


26.           Canvassing, soliciting,
distribution of handbills or any other written material, and peddling in the
Building are prohibited and each Tenant shall cooperate to prevent the
same.  No Tenant shall make room-to-room
solicitation of business from other Tenant’s in the building.


 


27.           Landlord shall have the
right, exercisable without notice and without liability to any Tenant, to
change the name and address of the Building.


 


28.           Landlord reserves the
right to exclude or expel from the Building any person who, in Landlord’s
judgment, is intoxicated or under the influence of liquor or drugs or who is in
violation of any of the rules and regulations of the Building.


 


29.           Without the prior
written consent of Landlord, Tenant shall not use the name of the Building in
connection with or in promoting or advertising the business of Tenant except as
Tenant’s address.


 


30.           Tenant shall comply
with all safety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency.


 


31.           Tenant assumes any and
all responsibility for protecting its Premises from the fire, robbery and
pilferage, which includes keeping doors locked and other mean of entry to the
Premises closed.


 


32.           The requirements of
Tenant’s will be attended to only upon application at the office of the Building
Manager by an authorized individual. 
Employee of Landlord shall not perform any work or do anything outside
of their regular duties unless under special instructions from Landlord, and no
employees will admit any person (Tenant or otherwise) to any office without
specific instructions from Landlord.


 


33.           Landlord may waive any
one or more of these Rules and Regulations for the benefit of any particular
Tenant or Tenant’s, but no such waiver by Landlord shall be construed as a
waiver of such Rules and Regulations in favor of any other Tenant or Tenant’s,
nor prevent Landlord from thereafter enforcing any such Rules and Regulations
against any or all Tenant’s of the Building.


 


34.           Landlord reserves the
right to make other and reasonable rules and regulations as in its judgment may
from time to time be needed for safety and security, for care and cleanliness
of the Building and for the preservation of good order therein.  Tenant agrees to abide by all such Rules and
Regulations hereinabove stated and any additional rules and regulations which
are adopted.  Landlord
shall use commercially reasonable efforts to enforce the rules and regulations
in a non-discriminatory manner.


 


35.           Landlord
reserves the right to designate the use of the parking spaces on the Premises.


 


36.           Tenant
shall use carpet protectors under all desk chairs.


 


37.           Tenant or Tenant’s
guests shall park between designated parking lines only, and shall not occupy
two parking spaces with one car. 
Vehicles in violation of the above shall be subject to tow-away, at
vehicle owner’s expense.


 


38.           Vehicles parked on
Premises overnight without prior written consent of the Landlord shall be
deemed abandoned and shall be subject to tow-away at vehicle owner’s expense.


 


39.           Tenant shall be
responsible for the observance of all of the forgoing Rules and Regulations by
Tenant’s employees, agents, clients, customer invitees and guests.


 


40.           These Rules and
Regulations are in addition to, and shall not be constructed to in any way
modify, alter or amend, in whole or in part, the terms and covenants,
agreements and conditions of any lease of Premises in the Building.  The word “Building” as used herein means the
2400 E. Katella building of which the Premises are part.


 


27

















 


EXHIBIT “E”


PARKING RULES AND REGULATIONS


 


1.             Landlord may install
parking controls and charge market rates for parking, at Landlord’s sole
option.  All of the payments and charges
provided in this Exhibit “E” shall be collectable as additional rent under the
Lease.


 


2.             Tenant and its
employees and business invitees shall not park any vehicle in any stall
designed for the exclusive use of any other person and Tenant further agrees to
employ reasonable measures to assure that its employees do not park in any such
stall.  Tenant shall furnish Landlord
with a list of its employees and its employees, vehicles license numbers within
fifteen (15) days after the Commencement Date and thereafter notify Landlord of
any changes in such list within five (5) days after such change occurs.  Tenant agrees to assume responsibility for
compliance by its employees with all Parking Rules and for all losses
(including the loss of parking entrance key-cards, if any) and other damages
caused by Tenant or Tenant’s agents, servants, employees, contractors, visitors
or licensees occurring during or relating to any use of the Building’s parking
facilities.  In addition to all other
remedies available to Landlord under the Lease, at law or equity, in the event
any of Tenant’s employees park in violation of the Parking Rules, Landlord may
charge a Tenant a “violation fee” therefore set by Landlord from time to time.
Landlord’s current, violation fee is Fifteen Dollars ($15.00) per automobile
for each day or partial day each such vehicles is so parked in violation of the
Parking Rules.  Tenant hereby authorizes
Landlord to tow away from the Project or attach violation stickers, devices or
notices to any vehicle belonging to Tenant or its employees which Landlord in
good faith determines is parked in violation of the Parking Rules.  All costs of any such towing or violation
device and all applicable violation fees shall be payable by Tenant immediately
upon demand by Landlord and, at Landlord’s option, such payment may be required
prior to the release of the towed vehicle to its owner.


 


3.             A condition of any
parking shall be compliance by the vehicle operator with all Parking rules,
including, without limitation, displaying any sticker or complying with any
other identification system from time to time established by Landlord.  Landlord expressly reserves the right to
refuse the right to refuse to permit any person or vehicle in violation of the
Parking Rules to enter or remain in parking areas of the Project and to demand
return therefrom of all parking stickers or other identification supplied by
Landlord and Tenant hereby agrees to assist Landlord in enforcing all Parking
Rules.


 


4.             In the event any
surcharge, regulatory fee or parking tax is at any time imposed by any
governmental authority, Tenant shall pay all such amounts applicable to
Tenant’s parking privileges hereunder to Landlord either in advance on the
first day of each calendar month concurrently with its Monthly Rental
Installments or as otherwise billed from time to time by Landlord.


 


5.             All parking
privileges hereunder are personal to Tenant, and accordingly, in the event
Tenant assigns of sublets all or any portion of the Premises, all of the same
shall be reduced proportionately based on the Usable Area so unsigned or sublet
and any assignee or subtenant or Tenant shall receive only then prevailing
parking privileges at the full then prevailing rates therefore.


 


6.             Landlord shall not be
responsible for enforcing Tenant’s exclusive right to use any of its reserved
parking stalls under the Lease nor shall Tenant have any right to impound, tow
or impose any penalty on vehicles occupying such spaces.


 


7.             Visitor and guest
parking shall be within designated visitor parking areas established by
Landlord, subject, however, to such rates or other charges that may be
established by Landlord at any time or from time to time.  In the event that Landlord Institutes such
visitor and guest parking charges, Tenant’s visitors and guests shall be required
to pay Landlord’s prevailing rates. 
Tenant may elect to validate such parking for their guests at its own
cost, if desired.


 


8.             Parking rules
attached.


 


28

















 


CURRENT PARKING RULES


 


1.             Cars
must be parked entirely within painted stall lines.


 


2.             All
directional signs and arrows must be observed.


 


3.             All posted speed
limits for the parking areas shall be observed. 
If no speed limit is posted for an area, the speed limit shall be five
(5) miles per hour.


 


4.             Parking is
prohibited.


 


(a)   in areas not striped for
parking;


 


(b)   in aisles;


 


(c)   where “no parking” signs are
posted;


 


(d)   on ramps;


 


(e)   in cross hatched areas; and


 


(f)    in such other areas as may be
designated by Landlord.


 


5.             Handicap
and visitor stalls shall be used by handicapped persons or visitors, as
applicable.


 


6.             Parking stickers or
any other device or form of identification supplied by Landlord from time to
time (if any) shall remain the property of Landlord.  Such parking identification device must be
displayed as requested and may not be mutilated in manner.  The serial number of the parking
identification device may not be obliterated. 
Devices are not transferable and any device in possession of any
unauthorized holder will be void.  There
will be replacement charge payable by the parker and such parker’s appropriate
tenant equal to the amount posted from time to time by Landlord for loss of any
magnetic parking card or any parking sticker.


 


7.             Every parker is
required to park and lock his or her own car. 
All responsibility for damage to cars or persons is assumed by the
parker.


 


8.             Loss or theft of
parking identification devices must be reported to Landlord, and a report of
such loss or theft must be filled by the parker at that time.  Any parking identification devices reported
lost or stolen found on any unauthorized car will be confiscated and the
illegal holder will be subject to prosecution. 
Lost or stolen devices found by the parker must be reported to Landlord
immediately to avoid confusion.


 


9.             Parking spaces are
for the express purpose of parking one automobile per space.  Washing, waxing, cleaning, or servicing of
any vehicle by the parker and/or such person’s agents is prohibited.  The parking areas shall not be used for
overnight or other storage for vehicles of any type.


 


10.           Landlord reserves the
right to refuse the issuance of parking identification or access devices to any
tenant and/or such tenant’s agents or representatives who willfully refuse to
comply with the Parking Rules and/or all applicable governmental ordinances,
laws, or agreements.


 


11.           Tenant shall acquaint its
employees and visitors with the Parking Rules, as they may be in effect form
time to time.


 


12.           Any monthly rate for
rental of a parking space shall be paid one month in advance prior to the first
day of such month. Failure to do so will automatically cancel parking
privileges, and a charge of the prevailing daily rate will be due.  No deductions or allowances form the monthly
rate will be made for days a parker does not use the parking facilities.


 


13.           Each parker shall pay a
reasonable deposit for any parking card issued to such a person.  Such deposit shall be paid at the time the
parking card is issued and shall be forfeited if the parking card is lost.  Such deposit shall be returned without
interest, at the time each person ceases to utilize the parking facilities,
upon surrender of the parking card.  A
reasonable replacement charge shall be paid to replace a lost card and an
amount in excess of the initial deposit may be charged as the replacement fee.


 


[END OF PARKING RULES]


 


29

















 


EXHIBIT “F”


BUILDING SIGNAGE CRITERIA


 


Stadium Towers Plaza Signage
Criteria has been prepared to meet the standards established by the
Landlord.  Signs are an integral part of
the overall appearance of the Project and must be designed and controlled to
contribute to this quality environment.  To
ensure a high level of appearance of all graphics and signs, the following
criteria has been developed.


 


In fairness to all, conformance
will be strictly enforced.  Any
non-conforming signs will be brought into conformance at the Tenant’s
expenses.  Except as provided herein, no
other sign (banners, painted, illuminated, etc.) on exterior or interior window
areas, will be allowed.


 


Type of Sign


 


1.     Major identification - Tenant
shall be entitled to one (1) building eyebrow sign for the Premises.  The sign shall be constructed per the
specifications attached in Exhibit F-1 which shows the planned size and
materials.  Eyebrow signage will be of
“standard” materials and size with a “standard” typestyle using individual
white letters, backlit.  Business name
only and no trademark/logo.  The eyebrow
signage between the third and forth story of the building on the south side,
facing Anaheim Stadium.  Said signage
shall be installed at Tenant’s sole cost and expense and subject to all
governmental approvals.  Notwithstanding
anything to the contrary contained within the paragraph.  Bank of Commerce shall not be allowed
promotional or other signage with their name or logo in the building entry or
lobby area.


 


Prior to fabrication and
installation of Tenant sign, scaled drawings must be provided to Landlord for
approval.  Tenant is responsible for
drawing, permit, manufacturing and installation and removal costs of its sign.


 


Any deviations to this criteria
must be approved by Landlord in writing.


 


Exhibit F-1 depicting the
Building Signage Right (Building eyebrow signage) is attached hereto and made a
part hereof.


 


30

















 


EXHIBIT “F-1”


BUILDING EYEBROW SIGNAGE


 


Attached hereto and made a part hereof.


 


31

















 


EXHIBIT “G”


JANITORIAL SPECIFICATIONS


 


LOBBY,
CORRIDORS AND ENTRIES


 


DAILY
SERVICES


 


SWEEP AND CLEAN BUILDING.


 


CLEAN AND REMOVE SMUDGES FROM
ENTRY DOOR GLASS.


 


POLISH ALL ENTRY HANDLES, DOOR
PLATES AND METAL TRIM.


 


WIPE CLEAN ALL GLASS, WOOD OR
METAL DOORS AND DOOR JAMBS.


 


EMPTY ALL ASHTRAYS AND WIPE
CLEAN AND POLISH.


 


SCREEN ALL SAND URNS OF BUTTS
AND DEBRIS.  CLEAN CONTAINER AND ADD SAND
AS NEEDED.


 


EMPTY ALL TRASH RECEPTACLES,
CLEAN CONTAINER WITH CLEAN DAMP CLOTH AND REPLACE PALSTIC LINER.


 


DUST AND CLEAN ALL HORIZONTAL
SURFACES UNDER SEVEN (7) FEET.


 


VACUUM ALL CARPET AREAS
COMPLETELY AND REMOVE SPOTS.


 


DUST MOP, DAMP MOP HARD SURFACE
FLOORS.


 


CLEAN AND REMOVE SMUDGES AND
MARKS ON WALLS, AND WALL COVERINGS AND ENCLOSED ART WORK.


 


CLEAN, POLISH, AND SANITIZE ALL
DRINKING FOUNTAINS.


 


WIPE CLEAN ALL DIRECTORY BOARDS
(EXTERIOR) WITH CLEAN, SPOT CLOTH AND ALCOHOL ONLY. (REPORT BURNED OUT
LIGHTS.)


 


CLEAN AND SANITIZE ALL PUBLIC
TELEPHONES AND ENCLOSURES. (NEATLY ARRANGE ALL PHONE BOOKS.)


 


CLEAN AND POLISH ALL ELEVATOR
DOORS, JAMBS, CALL PLATES AND HALL PLANTERS.


 


CLEAN, POLISH AND STRAIGHTEN
ALL FURNITURE AS NEEDED.


 


DUST AND CLEAN ALL LOBBY AND
CORRIDOR SIGNAGE.


 


REPORT ANY LIGHTS BURNED OUT.


 


CLEAN ALL SMUDGES AND SPOTS ON
MAILROOM WALLS AND MAILBOXES.


 


SECURE ALL DOORS AND TURN OFF
APPROPRIATE LIGHTS UPON COMPLETION OF WORK ASSIGNMENTS AND DRAW DRAPES.


 


LOBBY
CORRIDORS AND ENTRIES


 


WEEKLY
SERVICES


 


DUST AND CLEAN OR POLISH ALL
BASEBOARDS.


 


SPOT CLEAN ALL CARPETED AREAS.


 


DUST ALL LEDGES AND EXIT SIGNS.


 


DUST ALL WALLS ABOVE 7 FEET.


 


CLEAN INSIDE OF
DIRECTORY BOARD WITH CLEAN, SOFT CLOTH AND ALCOHOL ONLY.


 


MONTHLY
SERVICES


 


CLEAN ALL CEILING VENTS AND
GRILLS.


 


DUST HIGH CEILING CORNERS AND
ENTRY WAYS.


 


DUST AND CLEAN LIGHT FIXTURES
AND COVERS.


 


STRIP, RESEAL OR REFINISH
COMMON AREA FLOORS AS NECESSARY.


 


DUST AND CLEAN ALL LOBBY FIRE
DOORS INSIDE AND OUT.  POLISH DOOR FLOOR
PLATES.


 


TELEPHONE/ELECTRIC ROOMS WILL
BE CLEANED AND TILE FLOOR STRIPPED AND REFINISHED AS NEEDED.


 


OFFICES


 


DAILY
SERVICES


 


DUST AND CLEAN TENANT SIGN.


 


REMOVE HAND SPOTS OR SMUDGES
FROM ENTRY DOORS AND INTERIOR GLASS.


 


VACUUM TRAFFIC AREAS OF
CARPETED OFFICES.


 


USING A DUSTLESS MOP, SWEEP ALL
NON-CARPETED AREAS, PROPERLY POSITION FURNITURE, BOOKS, MAGAZINES IN RECEPTION
AREA.


 


32

















 


PROPERLY POSITION FURNITURE IN
OFFICES AND CONFERENCE ROOMS.


 


BLACKBOARDS WILL BE ERASED AND
CHALKBOARDS CLEANED UPON REQUEST.


 


REMOVE FINGERPRINTS AND SMUDGES
FROM ALL WALLS, PARTITIONS, DESKS, CABINETS AND DOORS.


 


SPOT CLEAN ALL PARTITION GLASS
AND MIRRORS.


 


REMOVE ALL FINGERPRINTS AND
SMUDGES FROM LIGHT SWITCH COVERS, ELECTRICAL OUTLET COVER PLATES AND DOORKNOB
HANDLES.


 


DUST ALL WINDOW SILLS AND
LEDGES.


 


DUST ALL HORIZONTAL SURFACES
UNDER 7 FEET, FURNITURE AND EQUIPMENT. DO NOT DUST DESKS, CONFERENCE TABLES OR
COUNTERS WHICH ARE CLUTTERED WITH PAPERWORK.


 


DUST AND REPLACE ALL DESK
ORNAMENTS, PHONES AND MACHINES TO THEIR ORIGINAL POSITION.


 


CLEAN FURNITURE, FABRIC WITH A WHISK
BROOM TO SWEEP OFF AND DUST, PAPER BITS, ERASURES AS NEEDED.  (REMOVE ALL STAPLES).


 


EMPTY ALL ASHTRAYS AND WIPE
CLEAN.


 


EMPTY ALL WASHBASKETS AND CARRY
TRASH TO DESIGNATED AREAS FOR REMOVAL.


 


CLEAN AND WASH ALL LUNCHROOM
TABLE TOPS, COUNTER CABINETS, REFRIGERATOR AND STOVE (OUTSIDE ONLY)
SURFACES.  (REPORT ANY INSECT PROBLEMS).


 


REPORT ALL BURNED OUT LIGHTS.


 


BEFORE LEAVING ANY SUITE, SHUT
OFF ALL LIGHTS, CLOSE DRAPES AND BLINDS, LOCK ONLY INTERIOR DOORS AS REQUESTED
AND LOCK ALL ENTRANCE DOORS.


 


WEEKLY
SERVICES


 


DAMP WIPE WITH A TREATED CLOTH
ALL INTERIOR DOORS.


 


THOROUGHLY VACUUM OCCUPIED
CARET AREA.  REMOVE STAPLES AND OTHER
DEBRIS.


 


DAMP MOP ALL TILE AND HARDWOOD
FLOOR AREA.


 


POLISH ALL DESK TOPS THAT ARE
CLEARED OF PAPERWORK.


 


DUST ALL LEDGES, FILES
BASEBOARDS AND SILLS UNDER 7 FEET.


 


VACUUM ALL FURNITURE OR WIPE
VINYL FURNITURE CLEAN.


 


DUST ALL LOWER PARTS OF
FURNITURE.


 


DETAIL AND CLEAN ALL KITCHEN OF
WET BAR AREAS.


 


MONTHLY
SERVICES


 


DUST ALL LEDGES, WALLS,
MOLDINGS, PICTURE SHELVES, ETC.  OVER 7
FEET.


 


DUST CLEAN OR VACUUM ALL DRAPES
AND BLINDS.


 


BRUSH DOWN AND CLEAN ALL VENTS
AND GRILLS.


 


STRIP CLEAN AND APPLY FLOOR
DRESSING TO ALL COMPOSITION HARDWOOD AND PARQUET FLOORS.


 


CLEAN ALL BASEBOARDS, AND TREAT
WOOD BASEBOARDS WITH APPROVED WOOD CONDITIONERS AS NEEDED.


 


RESTROOMS


 


DAILY
SERVICES


 


DUST AND CLEAN RESTROOMS
SIGNAGE AND DOORS.


 


VACUUM ALL RESTROOM VESTIBULES
AND REMOVE SPOTS.


 


WET MOP AND DISINFECT TILE
FLOORS. PAYING PARTICULAR ATTENTION TO AREAS UNDER URINALS AND TOILET BOWLS.


 


CLEAN ALKALINE DEPOSITS AND
SOAP SPILLS FROM THE FLOOR TILE GROUT.


 


WASH AND DISINFECT ALL BASINS,
URINALS, TOILET BOWLS NIGHTLY.  REMOVING
SCALE AND STAINS.


 


CLEAN UNDERSIDE RIMS OF URINALS
AND TOILET BOWLS.


 


WASH BOTH SIDES OF TOILET SEATS
WITH SOAP AND WATER DISINFECTANT, LEAVE ALL SEATS IN AND UPRIGHT POSITION.


 


EMPTY, CLEAN, SANITIZE AND
POLISH ALL PAPER DISPENSERS, REPLACING LINERS AS NECESSARY.


 


CLEAN AND POLISH ALL MIRRORS.


 


DUST LEDGES AND BASEBOARDS.


 


DAMP WIPE, POLISH AND SHINE ALL
CHROME, HAND PLATES, KICK PLATES, UTILITY COVERS, PLUMBING. CLEAN OUT COVERS
AND DOOR KNOBS.


 


SPOT CLEAN WITH DISINFECTANT
ALL PARTITIONS AND TILE WALLS.  (REPORT
ANY GRAFFITI AND REMOVE IF POSSIBLE.)


 


33

















 


FILL ALL TOILET TISSUE, SEAT
COVERS, SOAP, TOWEL AND SANITARY NAPKIN DISPENSERS AS NECESSARY.


 


REPORT ALL BURNED OUT LIGHTS,
LEAKING FAUCETS, RUNNING PLUMBING OR OTHER MAINTENANCE NEEDS.


 


JANITOR CARTS WILL NOT BE
BROUGHT INTO RESTROOM AREAS OR USED TO PROP OPEN DOORS.


 


RESTROOM DOORS WILL BE PROPPED
OPEN WITH A RUBBER STOP AND SIGN INDICATING RESTROOM CLOSED FOR CLEANING,
PLACED OUTSIDE.


 


SEMI-WEEKLY
SERVICES (TWO TIMES PER WEEK)


 


POUR CLEAN WATER DOWN FLOOR
DRAINS WHERE REQUESTED, TO PREVENT SEWER GASES FROM ESCAPING.


 


WEEKLY
SERVICES


 


WASH DOWN CERAMIC TILE FLOORS
AND PARTITIONS INSIDE AND OUT AND DISINFECT. (REPORT ANY GRAFFITI AND CLEAN IF
POSSIBLE.)


 


WASH DOWN ALL WALLS.


 


WASH ALL WASTE CONTAINERS AND
DISINFECT.


 


CLEAN AND POLISH ALL DOORS,
DOOR PLATES AND HARDWARE.


 


RESTROOMS


 


MONTHLY
SERVICES


 


WIPE CLEAN ALL CEILING, LIGHTS
AND FIXTURES.


 


SHAMPOO, AS NEEDED, AND CLEAN
VESTIBULE CARPET.


 


DETAIL ALL TOILET COMPARTMENTS
AND FIXTURES.


 


BRUSH AND CLEAN ALL GRILLS AND
VENTS.


 


STAIRWELLS


 


DAILY
SERVICES


 


POLICE ENTIRE STAIRWELL,
REMOVING ALL TRASH, CIGARETTE BUTTS, ETC.


 


REPORT ANY EXIT SIGNS THAT ARE
BURNED OUT.


 


REPORT AND LIGHTS BURNED OUT.


 


WEEKLY
SERVICES


 


SWEEP DOWN ALL STAIRS AND
LANDINGS.


 


DUST ALL HANDRAILS, BANISTER,
AND LEDGES.


 


CLEAN ALL WALLS OF FINGERPRINTS
AND SMUDGE MARKS, ETC.


 


DUST AND CLEAN ALL STAIRWELL
SIGNAGE.


 


DUST AND CLEAN ALL EMERGENCY
PHONES.


 


MONTHLY
SERVICES


 


WIPE CLEAN ALL STAIRWELL DOORS
AND DOOR JAMPS.


 


WET MOP ALL STAIRS LANDINGS
(CLEAN BASEBOARDS IF APPLICABLE).


 


DUST AND CLEAN ALL LIGHTS AND
FIXTURES (EXTERIOR).


 


DUST AND CLEAN ALL EMERGENCY
FIRE EQUIPMENT AND PLUMBING.


 


ELEVATORS


 


SWEEP AND DAMP MOP FLOOR.


 


DUST AND CLEAN BASEBOARD.


 


DUST AND POLISH ALL METAL WITH
APPROVED POLISH (NO ABRASIVE).


 


DAMP WIPE AND REMOVE ALL SPOTS
AND FINGERPRINTS FORM DOORS AND WALLS (INTERIOR AND EXTERIOR).


 


DUST AND CLEAN ELEVATOR CEILING
AND LIGHTS.


 


REMOVE GUM STAINS OR DEBRIS
FROM CEILING HANDRAILS OR ELEVATOR TRACKS.


 


DUST AND CLEAN EMERGENCY PHONE
AND SECURITY COMPARTMENTS.


 


34

















 


CLEAN ALL CALL BUTTONS, CALL
PLATES, AND SIGNAGE.


 


REPORT AND BURNED OUT LIGHTS OR
MALFUNCTIONS OF ELEVATORS.


 


WEEKLY
SERVICES


 


CLEAN AND POLISH ELEVATOR
TRACKS.


 


DETAIL ALL CALL BUTTON AND CALL
PLATES.


 


DISINFECT EMERGENCY PHONES.


 


35

















 


2400 East Katelia Avenue


Suite 580


Anaheim, CA 92806


(714) 978-9300


	
  Fax (714) 978-9339

  	
   

  	
  SPIEKER

  
	
   

  	
   

  	
     PROPERTIES

  



 


December 14, 1998


 


Mr. Ernie Ewin, Senior Vice President, Regional Manager


Bank of Commerce


9918 Hibert, 2nd Floor


San Diego, Ca. 92131-1018


 


Re: Stadium Towers Plaza


 


Dear Mr. Ewin:


 


This letter is to inform you of an error on Spieker Properties’ behalf,
on the Lease dated November 16, 1998. In a September 18th, 1998,
proposal received from Greg Farrier, and signed by both Bank of Commerce and
Spieker Properties, Landlord agreed to provide unreserved parking in the common
at no charge to Tenant for the initial sixty (60) months of the Lease Term,
based upon four (4) spaces per every one thousand (1,000) rentable square feet.
(Proposal attached.)


 


The executed Lease dated November 16, 1998, corroborates the above
agreement, yet the second line under the “Parking and Parking Charge”
paragraph located on page one of the Lease states that, “After November 30,
2004, Tenant shall pay for parking as Additional Rent....”  November 30, 2004 equals seventy-two (72)
months from the initial Lease Term, not the agreed upon sixty (60) months.
Therefore, we have corrected the inconsistency and have included three copies
of page one of the Lease herein. After satisfactory review, please initial all
three copies of the corresponding paragraph approving the change. Please return
all three copies of page one of the Lease to our office. Once all three copies
are received, one fully executed Lease incorporating the initialed correction
will be returned to you for your files.


 


Please do not hesitate to call if you have any questions. Thank you for
your attention to this matter.


 


Thank you


Spieker Properties


 


	
  /s/ Dan O’Hare

  	
   

  
	
  Dan O’Hare

  	
   

  
	
  Project Director

  	
   

  



 


Cc: Dan Floriani


 

















 


	
  September 18, 1998

  	
   

  	
  CB Richard Ellis. Inc,

  
	
   

  	
   

  	
  2400 East Katelia Avenue

  
	
   

  	
   

  	
  7th Floor

  
	
   

  	
   

  	
  Anaheim, CA 92806 593[ILLEGIBLE]

  
	
   

  	
   

  	
  www.[ILLEGIBLE]

  



 


 


Mr. Rick Warner


CB RICHARD ELLIS


2400 E. Katella Ave, 7th Floor


Anaheim, CA 92806


 


RE:          Stadium
Towers Plaza

Anaheim, California


 


Dear Rick:


 


We are in receipt of your proposal dated
September 15, 1998. Your proposal is acceptable with the following
modifications.


 


	
  1. Parkings:

  	
   

  	
  Tenant will require Landlord to provides parking unreserved in common
  at no charge for the first sixty (60) months of the lease term based upon
  four (4) parking spaces for every one thousand (1,000) rentable square feet.

  
	
   

  	
   

  	
   

  
	
  2. Signage:

  	
   

  	
  Tenant will require the right to locate their sign on the exterior of
  the building at the same level as the other eyebrow signs located on this
  building (3rd Level).

  
	
   

  	
   

  	
   

  
	
  3. Approval:

  	
   

  	
  A.

  	
  The relocation is subject to review and approval of Bank of Commerce
  Board of Directors.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B.

  	
  In addition, this transaction is subject to the State Department of
  Financial Institutions approval of the relocation of Bank of Commerce’s
  existing branch.

  



 


If these terms and conditions are acceptable please draft a lease for
our review and forward to my attention at your earliest convenience. Should you
have any immediate questions or comments please feel free to call at any time.


 


Sincerely.


 


	
  /s/ Gregory D. Farrier

  	
   

  
	
  Gregory D. Farrier

  	
   

  
	
  Associate

  	
   

  



 


Enclosure


 


AGREE AND ACCEPTED:


 


	
  BANK OF COMMERCE

  	
  SPIEKER PROPERTIES

  
	
   

  	
   

  
	
  By: 

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By: 

  	
  /s/ Dan O’Hare

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dates:

  	
  9-18-98

  	
   

  	
  Dates:

  	
  9-22-98

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  * Contingent upon landlord and 

  Tenant fully executing the 

  forthcoming lease prior to 

  October 1, 1998.

  
							



 

















 


2400 East Katelia Avenue


Suite 580


Anaheim, CA 92806


(714) 978-9300


	
  Fax (714) 978-9339

  	
   

  	
  SPIEKER

  
	
   

  	
   

  	
     PROPERTIES

  



 


December 14, 1998


 


Mr. Ernie Ewin, Senior Vice President, Regional Manager


Bank of Commerce


9918 Hibert, 2nd Floor


San Diego, Ca. 92131-1018


 


Re: Stadium Towers Plaza


 


Dear Mr. Ewin:


 


This letter is to inform you of an error on Spieker Properties’ behalf,
on the Lease dated November 16, 1998. In a September 18th,
1998,  proposal received from Greg
Farrier, and signed by both Bank of Commerce and Spieker Properties, Landlord
agreed to provide unreserved parking in the common at no charge to Tenant for
the initial sixty (60) months of the Lease term, based upon four (4) spaces per
every one thousand (1,000) rentable square feet, (Proposal attached.)


 


The executed Lease dated November 16, 1998, corroborates the above
agreement, yet the second line under the “Parking and Parking Charge”
paragraph located on page one of the Lease states that, “After November 30,
2004, Tenant shall pay for parking as Additional Rent...” November 30, 2004,
equals seventy-two (72) months from the initial Lease Term, not the agreed upon
sixty (60) months. Therefore, we have corrected the inconsistency and have included
three copies of page one of the Lease herein. 
After satisfactory review, please initial all three copies of the
corresponding paragraph approving the change. 
Please return all three copies of page one of the Lease to our
office.  Once all three copies are
received, one fully executed Lease incorporating the initialed correction will
be returned to you for your files.


 


Please do not hesitate to call if you have any questions. Thank you for
your attention to this matter.


 


Thank you,


Spieker Properties


 


	
  /s/ Dan O’Hare

  	
   

  
	
  Dan O’Hare

  	
   

  
	
  Project Director

  	
   

  



 


Cc: Dan Floriani