Exhibit 4.(g)


 MASTER
PARTICIPATION AND SERVICING AGREEMENT


                THIS MASTER PARTICIPATION AND SERVICING AGREEMENT (this “Agreement”)
is entered into as of June 1, 2001 by and among City National Bank,  a
national banking association (“CNB”), CN Real
Estate Investment Holdings, Inc.,  a California corporation and wholly owned
subsidiary of CNB (“Holdings”),  and CN Real
Estate Investment Corporation, 
a California corporation organized as a “real estate investment trust”
under the Internal Revenue Code of 1986, as amended (“REIT”).


Recitals


                WHEREAS, CNB desires to transfer to Holdings and Holdings
desires to acquire from CNB a participation interest in certain single (1-4)
family mortgage loans, construction loans, commercial real estate loans, and
other loans secured by real property as listed on Exhibit A 
attached hereto and incorporated herein, as amended from time to time
(the “Affected Loans”),  on the terms and subject to the conditions
herein stated; and


                WHEREAS, immediately after its receipt from CNB of
the above-described participation interest in the Affected Loans, Holdings
desires to transfer to REIT and REIT desires to acquire from Holdings such
participation interest, and CNB desires to grant Holdings a novation of all its
obligations with respect to such participation interest; and


                WHEREAS, from time to time after the date hereof, CNB may sell
to REIT and REIT may purchase from CNB a participation interest in additional
loans, which shall also constitute Affected Loans for purposes of the Agreement,
and Exhibit B  will be added to and amended to reflect such
additions; and


                WHEREAS, certain of the Affected Loans are lines of credit or
revolving credit transactions under which CNB has agreed that it will, from
time to time, make loan advances and extend credit to the borrower under the
terms of governing loan agreements; and


                WHEREAS, as used herein, the term”Security” shall mean any and all collateral and security
interests in the assets or other property of any borrower(s) under an Affected
Loan or of any guarantor thereof or other person liable with respect thereto,
whether such assets or other property constitute real or personal, tangible or
intangible assets or other property, and all rights and interests under
guaranties and assignments, granted to, received by or assigned to CNB to
secure the obligations of the borrower(s) and/or any guarantors thereof or
other persons liable with respect to the Affected Loans (collectively, “Obligors”),  including, but not limited to, loan
agreements, security agreements, guaranty agreements, deeds of trust and other
instruments of pledge, mortgage or hypothecation (collectively, the “Affected Loan Documents”).


                NOW, THEREFORE, incorporating the Recitals set forth above,
and in consideration of the promises, mutual covenants and undertakings of the
parties hereto, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


AGREEMENT


ARTICLE I

PARTICIPATION IN AFFECTED LOANS


                1.1  Conveyances of Participation Interests in Affected
Loans.


                (a)  CNB hereby
conveys to Holdings, and Holdings hereby acquires from CNB, on a non-recourse
basis, a 100% participation interest in each Affected Loan as to the loan
amounts from time to time outstanding under such Affected Loan pursuant to the
Affected Loan













Documents
with respect thereto and all servicing rights with respect to each Affected
Loan (the “Initial Participation Interest”).
Immediately after the conveyance described in the immediately preceding
sentence, Holdings hereby conveys to REIT, and REIT hereby acquires from
Holdings, on a non-recourse basis, the same Initial Participation Interest as
was initially conveyed by CNB to Holdings. Upon the conveyance pursuant to the
immediately preceding sentence, CNB hereby grants to Holdings a complete
novation of all obligations in respect of the Initial Participation Interest.


                Initially Holdings and, after
Holdings’ conveyance of the Initial Participation Interest to REIT, then REIT
shall hereinafter be referred to sometimes as
“Participant.”  After the date
hereof, CNB may from time to time sell to Participant and Participant shall
purchase from CNB, on a non-recourse basis, a Participation Interest in
additional Affected Loans (the “Additional
Participation Interest”  and,
together with the Initial Participation Interest, the “Participation Interest” ), and Exhibit B  shall
be and added to and amended from time to time to denote such purchases and any
other changes to the Affected Loans since the time it was last amended. The
respective participation interests of Participant and CNB in each Affected Loan
are herein called the “Proportionate Shares.”  Affected Loans in which Participant’s
Proportionate Share is 100% are herein called
“Wholly Owned Loans.”


                (b)  The Initial
Participation Interest shall be as set forth on Exhibit A hereto.


                (c)  Holdings
acknowledges that the conveyance by CNB to Holdings of the Initial
Participation Interest is intended to qualify as a tax-free transaction under
Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).
REIT acknowledges that the conveyance by Holdings to REIT of the Initial
Participation Interest is intended to qualify as a tax-free transaction under
Section 351 of the Code.


                (d)  The Participation
Interest will confer upon Participant all of CNB’s rights against the
respective Obligors for repayment of principal and interest and other amounts
due and payable in respect of the Affected Loans, and of the Security therefor,
and of all rights and benefits under the Affected Loan Documents. Such
Participation Interest shall also impose upon Participant all duties and
obligations of CNB under the Affected Loan Documents including, without
limitation, CNB’s obligation to make loan advances and extend credit pursuant
thereto.


                1.2  Affected Loan Documents. CNB is and shall,
subject to Section 1.4 hereof, remain the named lender and secured party
and/or beneficiary under all Affected Loan Documents. CNB shall hold such title
and rights, however, as trustee for Participant. Subject to Section 1.4
hereof, CNB will retain custody of all original Affected Loan Documents but,
promptly upon Participant’s request, shall provide Participant with copies of
any and all signed Affected Loan Documents.


                1.3  Sharing of Risks. Participant agrees to
bear the risks of the collectibility of the Affected Loans, of each Obligor’s
financial condition, of any fraud or forgery of any Obligor, of the
unenforceability of any of the Affected Loan Documents, of usury or claims of
usury, in each case whether valid or invalid, and of the adequacy of the
Security for the Affected Loans; and Participant shall bear any losses and
expenses sustained or incurred in connection with any Affected Loan.


                1.4  Participant’s Right to Acquire Legal Title to
Affected Loans. As to any Affected Loan, CNB will, promptly upon
Participant’s request, subject to any required consent from the applicable
Borrowers (as defined below), assign to Participant all of the applicable
Affected Loan Documents and otherwise take such actions as are necessary to
cause legal title to such Affected Loan to be transferred to Participant.
Participant shall pay any out-of-pocket costs in connection with such a
transfer to Participant.


                1.5  Sale of Interest in Affected Loans.


                (a)  CNB agrees to
sell and REIT agrees to acquire additional loans in the future by mutual
agreement. The respective participating interests of REIT and CNB in the
Affected Loans are herein called the “Participation
Interest.”  Each party’s
Proportionate Share in the Affected Loans,



 2
 









including
the Affected Loan Documents, the Security for each Affected Loan, casualty and
title insurance proceeds and condemnation awards (if any), shall be pari passu  and coordinated without priority of one over
the other.


                (b)  The sale price of
each Affected Loans shall be equal to its par value.


                (c)  Each of the
Affected Loans shall be identified as listed on Exhibit “B,” attached hereto, which shall be amended monthly.


                (d)  REIT’s
participation in the Affected Loans will confer upon REIT its Proportionate
Share of CNB’s rights against the respective borrowers (and any guarantors) for
repayment of principal and interest, and its Proportionate Share of the
Security therefor, and its Proportionate Share of all rights and benefits under
the Affected Loan Documents. Such Proportionate Share shall also impose upon
REIT its share of all duties and obligations assumed by CNB under the Affected
Loan Documents including, without limitation, CNB’s obligation to make loan
advances and extend credit pursuant thereto.


ARTICLE II

FUNDING
OF AFFECTED LOANS


                2.1  Funding. Participant shall control and
make all disbursements of loan advances pursuant to the Affected Loan Documents
and payments to third persons to protect any Security (such as, by way of
example, payment of taxes, assessments, or casualty and hazard insurance
premiums). Participant shall promptly notify CNB of any circumstance which may,
in the judgment of Participant, necessitate a payment to protect any Security.


                2.2  Reports. CNB shall deliver to Participant,
at such intervals as are mutually agreeable (but in any event not less
frequently than once each month) statements reflecting the status of each
Affected Loan, any advances made by Participant to each borrower under each
Affected Loan (a “Borrower”) and any repayments thereof.


ARTICLE III

ADMINISTRATION
OF AFFECTED LOANS


                Subject always to the
limitations of CNB’s liability set forth in Section 4.2(c) hereof:


                3.1  Administration. CNB shall be the administrator
of the Affected Loans.


                3.2  Records. CNB shall at all times keep and
maintain proper books of account and records reflecting all transactions in
connection with the Affected Loans, the Security and any advances made under
the Affected Loan Documents or to protect any Security. Such books and records
shall be accessible for inspection and copying by Participant at all reasonable
times during business hours, subject always to applicable federal banking
regulations.


                3.3  Expenses. CNB shall bear the normal
expenses of administering the Affected Loans, including but not limited to its
general overhead expenses and inspection and appraisal fees, to the extent the
same are not reimbursed by a Borrower or other Obligor.


                3.4  Treatment of Affected Loans. CNB, as the
named lender and servicer of the loans, shall take such actions with respect to
Affected Loans and any Security therefor as is necessary, subject to the
discretion of the Participant, to allow Participant to service such loans as
provided in this Agreement.



 3
 









ARTICLE IV

ENFORCEMENT
OF AFFECTED LOANS


                4.1  Notice. Each of CNB and Participant shall
promptly notify the other if it learns of any of the following:


                (a)  The failure of
any Obligor to timely perform any material obligation of such Obligor under any
Affected Loan Document;


                (b)  Any state of
facts which constitutes or, if not cured within 30 days, would constitute
a material default or an “Event of Default” under an Affected Loan Document;


                (c)  The filing of any
petition by or against any Obligor under any federal or state law pertaining to
bankruptcy or insolvency, or the appointment of a receiver or trustee for any
Obligor, for a substantial part of such Obligor’s assets or for any Security
for such Affected Loan, or the making by such Obligor of an assignment for the
benefit of creditors, or such Obligor’s admission in writing of his, hers or
its inability to pay his, her or its debts generally as they become due, if not
cured within 30 days; or


                (d)  The assertion by
any Obligor of any substantial claim that any Affected Loan Documents
applicable to such Obligor are not valid and enforceable in accordance with
their terms, if not withdrawn within 30 days.


                4.2  Enforcement.


                (a)  Should CNB
acquire title to any Security, either through foreclosure, sale or acceptance
of deed or bill of sale in lieu of foreclosure, CNB shall, despite CNB’s record
ownership of such Security, actually hold an undivided interest in trust for
the benefit Participant at the time of such foreclosure or other action or
transaction. The disposition of any such Security acquired by CNB shall be made
in such manner as Participant shall, in its sole discretion, determine; but CNB
shall exert reasonable efforts, in accordance with the standards it applies to
loans of similar size and character solely for its own account, to effect the
maximum benefit of Participant.


                (b)  CNB, subject
always to the determination of the Participant, shall be entitled to exercise
its discretion to determine when and in what manner an Affected Loan shall be
enforced, including, without limitation, the right to determine, following a
Borrower’s default, whether any further loan advances are to be made to such
Borrower. The parties hereto agree that, notwithstanding any provision herein
to the contrary, CNB shall not be liable to Participant for any action taken or
omitted in connection with the administration, enforcement or collection of an
Affected Loan, except for such as is taken or omitted as the result of CNB’s
willful misconduct or bad faith.


                (c)  Participant
hereby agrees to indemnify and hold harmless CNB from and against all losses,
liabilities, costs, damages and expenses which CNB may incur or sustain as the
result of taking any action to enforce any Affected Loan Documents.


ARTICLE V

REPRESENTATIONS
AND WARRANTIES


                5.1  Mutual Representations and Warranties.
Each party hereby represents and warrants to the other that it has all
requisite corporate power and authority to enter into, and perform its
obligations under, this Agreement.


                5.2  CNB Representations and Warranties. CNB
further represents and warrants to Participant that:


                (a)  CNB has in its
possession the original note and, as applicable, the security agreement and all
other Affected Loan Documents (except for any of them which are currently in
the process of



 4
 









being
recorded) which, as of the date hereof (or thereof), have been executed and/or
delivered in connection with each Affected Loan. The copies of Affected Loan
Documents that CNB has provided or made available to Participant for review are
substantially identical to those executed and delivered by each Obligor in
connection with each Affected Loan.


                (b)  Prior to
consummation of the transactions contemplated by Section 1.1 hereof,
except as disclosed to Participant, CNB owned a 100% interest in each Affected
Loan, and (except as may have been otherwise disclosed to Participant) has not
heretofore sold, transferred or otherwise disposed of any portion of its
interest in any Affected Loan.


                (c)  CNB may, on the date
of this Agreement, have other outstanding loans with or extensions of credit to
a Borrower or other Obligor or may make loans or extend additional credit in
the future to such Borrower or other Obligor without giving notice to, without
any obligation to participate such loans to and without the consent of,
Participant.


                (d)  CNB
(i) shall not be responsible for the performance or observance of any of
the terms, covenants or conditions of any of the Affected Loan Documents on the
part of the Borrower or any other Obligor and (ii) makes no warranty or
representation concerning (and shall not be responsible to Participant for):
(A) the due execution, legality, validity, enforceability, genuineness,
sufficiency, value or collectibility of any of the Affected Loan Documents, any
of the Security or any document relative thereto; (B) the financial
condition of Borrower or any other Obligor; or (C) the merit or viability
of the project that Borrower plans to develop in accordance with the terms and
conditions of the Affected Loan Documents.


ARTICLE VI

RECOVERY
AFTER DEFAULT


                6.1  Offsets. Etc. If, following a default or
an Event of Default (as defined in each Affected Loan Document), or following
demand by Participant for payment of amounts due under a promissory note
evidencing an Affected Loan, CNB at any time receives payment of all or any
part of the principal, interest, fees or expenses due with respect to an
Affected Loan, whether by set-off or otherwise, CNB shall promptly pay to
Participant such portion of the payment as necessary to ensure that Participant
shall have received the total amount of principal, interest, fees and expenses
owed by the Borrower as existed prior to such action. The costs and expenses
incurred by either party hereto in connection with any such legal proceeding
shall be borne fully by Participant.


ARTICLE VII

SERVICING
AGREEMENT


                7.1  Servicing. Participant hereby appoints
CNB, and CNB accepts such appointment to act as servicer and administrator (as
appointed under Section 3.10 hereof) of the Affected Loans (the “Servicing Agreement”) . As compensation
for such services, Participant shall pay to CNB the fees set forth in
Section 7.2. hereof CNB shall service and administer the Affected Loans in
accordance with the standards it applies from time to time to loans of similar
size and character solely for its own account. CNB may subcontract the
Servicing Agreement to a third party, provided that such third party meets the
standards CNB would apply when selecting a servicer of loans of similar size
and character solely for its own account.


                7.2  Servicing Fee. Participant shall pay to
CNB, for servicing the Affected Loans, a servicing fee (the “Servicing Fee”) which shall be equal to
the amount set forth on Exhibit C  attached hereto and hereby incorporated into
this Agreement. The Servicing Fee shall be payable monthly in arrears on the
tenth day of each month (or on such other date as the parties may mutually
agree) and may, but is not required to, be deducted by CNB from any payments to
which Participant is otherwise entitled from CNB pursuant hereto. The Servicing
Fee does not, however, compensate CNB for any services which



 5
 









CNB
may be required to render outside the normal course of administering the
Affected Loans, or as the result of a Borrower’s default under any such loan (“CNB Extraordinary Services”).  For any such CNB Extraordinary Services,
Participant shall pay to CNB such additional reasonable servicing fee or fees
as may be appropriate, depending upon the nature and extent of the CNB
Extraordinary Services rendered or contemplated to be rendered by CNB.


ARTICLE VIII

MISCELLANEOUS


                8.1  Notices. All notices hereunder may, and
(except as otherwise provided herein) if requested by either Participant or CNB
shall, be in writing; provided however, that routine informational
communications, requests to adjust participations, and similar matters may be
made orally. All written notices shall be deemed to be sufficiently given when
personally delivered to the party receiving the notice or mailed to such party
by certified or registered mail, return receipt requested, postage prepaid, or
sent by overnight courier service to the address set forth below:




	
  

  	
   

  
	
  TO CNB:

  	
  City National Bank

  400 North Roxbury Drive 

  Beverly Hills, California 90210 

  Attention: Vice Chairman and Chief Financial Officer

  
	
   

  	
   

  
	
  TO HOLDINGS:

  	
  CN Real Estate Investment Holdings, Inc. 

  606 South Olive Street, Sixth Floor 

  Los Angeles, California 90014 

  Attention: Chief Financial Officer

  
	
   

  	
   

  
	
  TO THE REIT:

  	
  CN Real Estate Investment Corporation 

  606 South Olive Street, Sixth Floor 

  Los Angeles, California 90014 

  Attention: Chief Financial Officer

  






 


                Any party hereto may change its
address for notice, and designate or change the location and manner in which
payments to such party shall he made, by a notice in writing to the other
parties, given as above provided. Notices which are mailed or sent by overnight
courier service shall be effective only upon receipt.


                8.2  Entire Agreement. This Agreement
represents the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all other prior arrangements,
representations and covenants with respect thereto, whether oral or written.


                8.3  Headings. Section headings herein are for
the purposes of convenience only and should not be used in construing the
provisions hereof.


                8.4  Modifications. Participant and CNB may at
any time hereafter modify this Agreement by-further agreement in writing signed
by them.


                8.5  Covenant of Further Assurances. The
parties hereto shall execute such other documents and perform such other acts
as may be necessary or desirable to carry out the purposes of this Agreement.


                8.6  Successors and Assigns: Applicable Law.


                (a)  Except as to
Participant’s right to acquire legal title to Affected Loans, as provided in
Section 1.4 hereof, Participant may not assign any of its interest in the
Affected Loans, or participate any portion or portions of its interest in such
loans, without the prior written consent of CNB, which consent shall not be
unreasonably withheld. Participant shall not delegate its obligations with
regard to the administration of the Affected Loans without the prior written



 6
 









consent
of CNB, which consent shall not be unreasonably withheld, except that nothing
herein shall be deemed to prohibit Participant from engaging a CNB or a third
party as the servicer of the Affected Loans.


                (b)  This Agreement
shall be governed and construed according to the laws of the State of California
(without regard to its conflict of laws rules), and shall be binding upon and
inure to the benefit of Participant and CNB and their respective successors and
permitted assigns; and the representations and warranties of each party herein
contained shall survive the execution of this Agreement and all advances of
funds hereunder. As used herein, the singular includes the plural, the plural
includes the singular, and the use of any gender shall be applicable to all
genders, as the context may require.


                8.7  Not a Security. Participant agrees that
its Participation Interest does not, and will not be claimed by it to,
constitute the purchase by it from, or the sale to it by, CNB or any other
person of a “security” within the meaning of the Securities Act of 1933, as
amended, or the Securities and Exchange Act of 1934, as amended, or any other
similar securities act (state or federal), or regulations issued thereunder;
and that under no circumstances whatsoever shall CNB be deemed to be an
underwriter or seller of a security; and Participant irrevocably waives any
right to claim that its participation in any Affected Loan constitutes the
purchase of a security or that CNB or any other person is the seller or
underwriter of a security.


                8.8  Intent of Parties. It is the intent and
purpose of the parties hereto that this Agreement represents a present
conveyance by CNB to Holdings and, thereafter, a present conveyance by Holdings
to REIT of an undivided 100% ownership interest in each Affected Loan, all
Affected Loan Documents delivered in connection therewith, and the rights,
benefits and obligations arising therefrom; and this Agreement shall not be
deemed to represent a mere pledge of an interest in any Affected Loan by CNB to
Participant or a loan from Participant to CNB.


                8.9  Unenforceability. If any provision hereof
is invalid or unenforceable, the remaining provisions shall not be affected by
such invalidity or unenforceability. Each provision hereof shall, however, be
valid and be enforced to the maximum extent permitted by applicable law.


                8.10 Termination. This Agreement shall have an
initial term commencing on the date hereof and ending on December 31, 2003
(“Renewal Date”), and shall
automatically continue from year to year after the Renewal Date without the
necessity of further action by either party unless sooner terminated as
provided hereinafter. Either party may terminate this Agreement on the Renewal
Date or on any one year anniversary of the Renewal Date by giving the other
party not less than ninety (90) days’ prior written notice of such
termination; provided, however, that any such termination shall be effective
only as to future loan advances, or other extensions of credit, and receipt of
Security. All collections on transactions entered into prior to the date that
termination is effective shall be accounted for as if the Affected Loan were in
liquidation; provided, however, that CNB may enter into subsequent transactions
with any Obligor and account separately therefor. If Participant shall give
notice of termination, Participant shall have no interest in any Security
received or otherwise coming into existence subsequent to the effective date of
termination. Notwithstanding the foregoing, Participant may not, under any
circumstance, terminate its participation in any Affected Loans as to which, on
the date of giving notice of termination or on the effective date of
termination, the Borrower is in default or any of the applicable Affected Loan
Documents.


                8.11 Termination of Servicing. The Servicing
Agreement may be terminated by either CNB or Participant upon providing the
other with least 60 days’ advance written notice. Notice of termination
may be given at any time. Such termination shall be effective as of the last
day of the first (1st)



 7
 









 calendar month following the calendar month in
which notice is given. The termination of servicing will be effective as
follows:


                (a)  If CNB terminates
the servicing portion of this Agreement, Participant will not pay CNB a
termination fee;


                (b)  If Participant
terminates the servicing portion of this Agreement without cause and with the
intention of transferring the servicing to a third party, Participant will be
entitled to the proceeds of the sale of such servicing rights and will bear the
cost and expenses related to the sale and transfer of such servicing rights. In
such event, Participant will not pay CNB a termination fee; and


                (c)  If Participant
terminates the Servicing Agreement for cause, including, without limitation, a
breach by CNB of any of its representations and warranties as provided in
Article V hereof, such termination will be effective fifteen days after
giving of notice unless such breach is cured within fifteen days, and no
termination fee will be paid by Participant to CNB. Upon such termination,
Participant will automatically resume all its rights in and responsibilities
for servicing the Affected Loans. Participant will also have the right to
designate any person to exercise those powers. The Affected Loan Documents will
be delivered to Participant or a party that it designates. CNB will also
promptly deliver to Participant any necessary assignment, transfers and
documents of authority.


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


	
  

  	
  City
  National Bank, a
  national banking association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  FRANK P. PEKNY 

  
	
   

  	
   

  	
  Its: Vice Chairman and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CN Real Estate Investment Holdings, Inc., a
  California corporation

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  HENG W. CHEN 

  
	
   

  	
   

  	
  Its: CFO/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CN Real Estate Investment Corporation, a
  California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  HENG W. CHEN 

  
	
   

  	
   

  	
  Its: CFO/Secretary

  



 



 8















 


Exhibit A


[Initial Participation Interest]



 9















Exhibit B

[Additional Participation Interest]


 



 10















 


Exhibit C


.01% of principal balance at the beginning of the servicing
month.


 



 11