Exhibit 10.47


 






* Material has been omitted pursuant to a request for
confidential treatment and such omitted portion has been filed separately with
the Securities and Exchange Commission.


 

















 


CITY
NATIONAL BANK


 


OFFICE
LEASE


 


by and
between


 


TPG PLAZA
INVESTMENTS, LLC,


a Delaware
limited liability company


(“Landlord”),


 


and


 


CITY
NATIONAL BANK,


a national
banking association


(“Tenant”)


 


525 S.
Figueroa Street,


555 S.
Figueroa Street,


Los
Angeles, California 90071


 


NOVEMBER 19,
2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
   

  	
  -
  PREMISES

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  -
  TERM

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  -
  RENT; LATE CHARGES

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  -
  ADDITIONAL RENTAL

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  -
  ADDITIONAL TAXES

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  -
  SECURITY DEPOSIT

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
  -
  USE OF PREMISES

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  -
  UTILITIES AND SERVICES

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
  -
  MAINTENANCE AND REPAIRS

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  -
  ALTERATIONS, ADDITIONS AND IMPROVEMENTS

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  -
  INDEMNIFICATION AND INSURANCE

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  -
  DAMAGE OR DESTRUCTION

  	
   

  	
   

  
	
  ARTICLE 13

  	
   

  	
  -
  CONDEMNATION

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  -
  ARBITRATION

  	
   

  	
   

  
	
  ARTICLE 15

  	
   

  	
  -
  ASSIGNMENT AND SUBLETTING

  	
   

  	
   

  
	
  ARTICLE 16

  	
   

  	
  -
  DEFAULT AND REMEDIES

  	
   

  	
   

  
	
  ARTICLE 17

  	
   

  	
  -
  ATTORNEYS FEES; COSTS OF SUIT

  	
   

  	
   

  
	
  ARTICLE 18

  	
   

  	
  -
  SUBORDINATION AND ATTORNMENT

  	
   

  	
   

  
	
  ARTICLE 19

  	
   

  	
  -
  QUIET ENJOYMENT; NON-COMPETITION

  	
   

  	
   

  
	
  ARTICLE 20

  	
   

  	
  -
  PARKING

  	
   

  	
   

  
	
  ARTICLE 21

  	
   

  	
  -
  RULES AND REGULATIONS

  	
   

  	
   

  
	
  ARTICLE 22

  	
   

  	
  -
  ESTOPPEL CERTIFICATES

  	
   

  	
   

  
	
  ARTICLE 23

  	
   

  	
  -
  ENTRY BY LANDLORD

  	
   

  	
   

  
	
  ARTICLE 24

  	
   

  	
  -
  LANDLORD’S LEASE UNDERTAKINGS-EXCULPATION FROM PERSONAL LIABILITY TRANSFER OF
  LANDLORD’S INTEREST

  	
   

  	
   

  
	
  ARTICLE 25

  	
   

  	
  -
  HOLDOVER TENANCY

  	
   

  	
   

  
	
  ARTICLE 26

  	
   

  	
  -
  NOTICES

  	
   

  	
   

  
	
  ARTICLE 27

  	
   

  	
  -
  BROKERS

  	
   

  	
   

  
	
  ARTICLE 28

  	
   

  	
  -
  SIGNAGE AND PROJECT IDENTITY RIGHTS

  	
   

  	
   

  
	
  ARTICLE 29

  	
   

  	
  -
  STORAGE PREMISES

  	
   

  	
   

  
	
  ARTICLE 30

  	
   

  	
  -
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
   

  	
  Depiction
  of the Premises

  	
   

  	
   

  
	
  EXHIBIT
  A-1

  	
   

  	
  Depiction
  of the South Side Space

  	
   

  	
   

  
	
  EXHIBIT
  B

  	
   

  	
  Notice
  of Lease Term Dates

  	
   

  	
   

  
	
  EXHIBIT
  C

  	
   

  	
  Work
  Letter Agreement

  	
   

  	
   

  
	
  EXHIBIT
  D

  	
   

  	
  Rules and
  Regulations

  	
   

  	
   

  
	
  EXHIBIT
  E

  	
   

  	
  Form of
  Tenant Estoppel Certificate

  	
   

  	
   

  
	
  EXHIBIT
  F

  	
   

  	
  Superior
  Right Holders

  	
   

  	
   

  
	
  EXHIBIT
  G

  	
   

  	
  Tenant’s
  Plaza Building ATM Location

  	
   

  	
   

  
	
  EXHIBIT
  H

  	
   

  	
  Tenant’s
  B-Level ATM Location

  	
   

  	
   

  
	
  EXHIBIT
  I

  	
   

  	
  ACM
  Notice

  	
   

  	
   

  
	
  EXHIBIT
  J

  	
   

  	
  Janitorial
  Specifications

  	
   

  	
   

  
	
  EXHIBIT
  K

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  
	
  EXHIBIT
  L

  	
   

  	
  South
  Tower Top Signs

  	
   

  	
   

  
	
  EXHIBIT
  M

  	
   

  	
  South
  Tower Eyebrow Signs

  	
   

  	
   

  
	
  EXHIBIT
  N

  	
   

  	
  South
  Tower Entrance Signs

  	
   

  	
   

  
	
  EXHIBIT
  O

  	
   

  	
  Plaza
  Building Sign and Bank Directional Signs

  	
   

  	
   

  
	
  EXHIBIT
  P

  	
   

  	
  Project
  Exterior Signage Program

  	
   

  	
   

  
	
  EXHIBIT
  Q

  	
   

  	
  Other
  Tenant Prior Rights

  	
   

  	
   

  
	
  EXHIBIT
  R

  	
   

  	
  Permitted
  Ground Floor Tenant Signage Areas

  	
   

  	
   

  
	
  EXHIBIT
  S

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  
	
  EXHIBIT
  T

  	
   

  	
  Designated
  Secondary Signs

  	
   

  	
   

  
	
  EXHIBIT
  U

  	
   

  	
  South
  Tower Building Envelope

  	
   

  	
   

  
	
  EXHIBIT
  V

  	
   

  	
  Intentionally
  Deleted

  	
   

  	
   

  
	
  EXHIBIT
  W

  	
   

  	
  Existing
  Security Instruments

  	
   

  	
   

  
	
  EXHIBIT
  X

  	
   

  	
  Form of
  Nondisturbance Agreement

  	
   

  	
   

  
	
  EXHIBIT
  Y

  	
   

  	
  Definition
  of the BofA Lease

  	
   

  	
   

  
	
  EXHIBIT
  Z

  	
   

  	
  Definition
  of the ARCO Lease

  	
   

  	
   

  
	
  EXHIBIT
  AA

  	
   

  	
  Other
  Tenant Leases

  	
   

  	
   

  
	
  EXHIBIT
  BB

  	
   

  	
  Rentable
  Area of Each Full Floor of the South Tower

  	
   

  	
   

  



 


City
National Lease


 


i

















 


	
  EXHIBIT
  CC

  	
   

  	
  Project
  Upgrades

  	
   

  	
   

  
	
  EXHIBIT
  DD

  	
   

  	
  Depiction
  of Contemplated Changes to the Plaza Area

  	
   

  	
   

  
	
  EXHIBIT
  EE

  	
   

  	
  Depiction
  of Contemplated Conversion of South Tower Ground Floor Lobby

  	
   

  	
   

  
	
  EXHIBIT
  FF

  	
   

  	
  Depiction
  of Contemplated Conversion of North Tower Ground Floor Lobby

  	
   

  	
   

  
	
  EXHIBIT
  GG

  	
   

  	
  Depiction
  of the Pedestrian Passageways from and to Flower Street to and from the
  Building Entrances

  	
   

  	
   

  
	
  EXHIBIT
  HH

  	
   

  	
  Depiction
  of the Pedestrian Passageways from and to Figueroa Street to and from the
  Building Entrances

  	
   

  	
   

  
	
  EXHIBIT
  H

  	
   

  	
  Depiction
  of the Continuing Lobby Areas

  	
   

  	
   

  
	
  EXHIBIT
  JJ

  	
   

  	
  Depiction
  of the South Tower A-Level ATM Area

  	
   

  	
   

  
	
  EXHIBIT
  KK

  	
   

  	
  Depiction
  of the North Tower Ground Floor Lobby ATM area

  	
   

  	
   

  
	
  EXHIBIT
  LL

  	
   

  	
  Depiction
  of the South Tower Ground Floor Lobby ATM area

  	
   

  	
   

  
	
  EXHIBIT
  MM

  	
   

  	
  Depiction
  of the Portion of the Downtown Los Angeles Central Business District for
  location of Comparable Buildings

  	
   

  	
   

  
	
  EXHIBIT
  NN

  	
   

  	
  Operational
  Criteria for HVAC Service

  	
   

  	
   

  
	
  EXHIBIT
  OO

  	
   

  	
  Payment
  under any Declarations, Covenants, Conditions and Restrictions or Instruments

  	
   

  	
   

  
	
  EXHIBIT
  PP

  	
   

  	
  Future
  Pylon Signs

  	
   

  	
   

  
	
  EXHIBIT
  QQ

  	
   

  	
  Other
  Project Signs

  	
   

  	
   

  



 


ii

















 


GLOSSARY OF DEFINED TERMS


 


	
  AAA

  	
   

  
	
  Abatement Event

  	
   

  
	
  Abatement Event Termination Date

  	
   

  
	
  Abatement Event Termination Notice

  	
   

  
	
  ACM

  	
   

  
	
  ACM Notice

  	
   

  
	
  ACM Operations and Maintenance Program

  	
   

  
	
  Actual Costs

  	
   

  
	
  Added Hold Space

  	
   

  
	
  Additional Rent

  	
   

  
	
  Additional Validations

  	
   

  
	
  Adjustment Date

  	
   

  
	
  Adjustment Factors

  	
   

  
	
  Affected Area

  	
   

  
	
  Affiliate

  	
   

  
	
  After Hours HVAC

  	
   

  
	
  After Hours HVAC Rate

  	
   

  
	
  Aggregate Project Rentable Area

  	
   

  
	
  A-Level

  	
   

  
	
  A-Level ATM Area

  	
   

  
	
  A-Level Parking Reduction Notice

  	
   

  
	
  A-Level Valet Privileges

  	
   

  
	
  Alterations

  	
   

  
	
  Arbitration Notice

  	
   

  
	
  Arbitrator

  	
   

  
	
  Article 28 Rights

  	
   

  
	
  ATM Rights

  	
   

  
	
  ATMs

  	
   

  
	
  Attorneys’ Fees

  	
   

  
	
  Available for Lease

  	
   

  
	
  Available Space Acceptance Notice

  	
   

  
	
  Available Space Commencement Date

  	
   

  
	
  Available Space Construction Period

  	
   

  
	
  Available Storage Space

  	
   

  
	
  Award

  	
   

  
	
  Bank Directional Signs

  	
   

  
	
  Bank Space Option

  	
   

  
	
  Base Building

  	
   

  
	
  Base Rate Standard

  	
   

  
	
  Base Rent

  	
   

  
	
  Base Rent Rate

  	
   

  
	
  B-Level

  	
   

  
	
  Block of Space

  	
   

  
	
  BofA

  	
   

  
	
  BofA Lease

  	
   

  
	
  BOMA

  	
   

  
	
  Brokers

  	
   

  
	
  Building Structure

  	
   

  
	
  Building Systems

  	
   

  
	
  Buildings

  	
   

  
	
  Business Customers

  	
   

  
	
  Business Hours

  	
   

  
	
  CalSTRS

  	
   

  
	
  Capital Items

  	
   

  
	
  Casualty Damage

  	
   

  
	
  Central Fountain

  	
   

  
	
  Claims, Damages and Expenses

  	
   

  
	
  C-Level

  	
   

  
	
  CNB Inscription Visual Impact

  	
   

  
	
  CNB Project Inscription

  	
   

  
	
  Collective Obligations

  	
   

  
	
  Commission Agreement

  	
   

  
	
  Common Areas

  	
   

  
	
  Comparable Buildings

  	
   

  
	
  Comparable Transactions

  	
   

  
	
  Confirmation Variables

  	
   

  
	
  Consent Alterations

  	
   

  
	
  Consent Transfer

  	
   

  
	
  Contemplated Transfer Date

  	
   

  
	
  Contemplated Transfer Space

  	
   

  
	
  Contiguity Condition

  	
   

  
	
  Control

  	
   

  
	
  Cost Pool

  	
   

  
	
  Cost Savings Device

  	
   

  
	
  Customary CGL Policy

  	
   

  
	
  Customer Free Validations

  	
   

  
	
  Damage Termination Date

  	
   

  
	
  Damage Termination Notice

  	
   

  
	
  Default Rate

  	
   

  
	
  Delay Portion

  	
   

  
	
  Delivery Period

  	
   

  
	
  Delivery Window

  	
   

  
	
  Delivery Windows

  	
   

  
	
  Demising Work

  	
   

  
	
  Design Problem

  	
   

  
	
  Designated Eight Year Expansion Floor

  	
   

  
	
  Designated Eleven Year Expansion Floor

  	
   

  
	
  Designated Five Year Expansion Floor

  	
   

  
	
  Designated Secondary Signage

  	
   

  
	
  Designated Tenant Signage Field

  	
   

  
	
  Directory Inscription Rights

  	
   

  
	
  Disputed Items

  	
   

  
	
  Domestic Government Use

  	
   

  
	
  Effective Date

  	
   

  
	
  Eight Year Expansion Remainder Space

  	
   

  
	
  Eight Year Expansion Space

  	
   

  
	
  Eighth Floor Hold Space

  	
   

  
	
  Election A

  	
   

  
	
  Election B

  	
   

  
	
  Election C

  	
   

  
	
  Electric Service

  	
   

  
	
  Electricity Consumption Standard

  	
   

  
	
  Electronic South Tower Directory

  	
   

  
	
  Eleven Year Expansion Remainder Space

  	
   

  
	
  Eleven Year Expansion Space

  	
   

  
	
  Eligibility Period

  	
   

  
	
  Emergency

  	
   

  
	
  Environmental Laws

  	
   

  
	
  Estimated Expense Statement

  	
   

  
	
  Event of Default

  	
   

  
	
  Excess Electrical Requirements

  	
   

  
	
  Exclusive Signage Occupancy Requirement

  	
   

  
	
  Exclusive Terms

  	
   

  
	
  Existing Comparable Governmental Tenant

  	
   

  
	
  Existing Identity Tenant

  	
   

  
	
  Existing Lines

  	
   

  
	
  Existing Security Instrument

  	
   

  
	
  Expansion Designation Notice

  	
   

  
	
  Expansion Exercise Notice

  	
   

  
	
  Expansion Option

  	
   

  
	
  Expansion Options

  	
   

  
	
  Expansion Period

  	
   

  
	
  Expansion Rent

  	
   

  
	
  Expansion Space

  	
   

  
	
  Expansion Space Commencement Date

  	
   

  
	
  Expansion Space Construction Period

  	
   

  
	
  Expense Records

  	
   

  
	
  Expense Year

  	
   

  
	
  Expiration Date

  	
   

  
	
  Express Removal Items

  	
   

  
	
  Extension Option

  	
   

  
	
  Extension Option Leasing Requirement

  	
   

  
	
  Extension Premises

  	
   

  
	
  Extension Term

  	
   

  
	
  Extension Term Annual Base Rent

  	
   

  
	
  Extension Term Annual Base Rent Notice

  	
   

  
	
  Eyebrow Sign Relocation Notice

  	
   

  
	
  Eyebrow Sign Relocation Period

  	
   

  
	
  Finish Work

  	
   

  
	
  First Addressee

  	
   

  
	
  First Expansion Option

  	
   

  
	
  First Increment Commencement Date

  	
   

  
	
  First Increment Delivery Penalty Date

  	
   

  
	
  First Increment Delivery Window

  	
   

  
	
  First Increment Office Space

  	
   

  
	
  First Offer Rent

  	
   

  
	
  First Reduction Date

  	
   

  
	
  First Reduction Option

  	
   

  
	
  Five Year Expansion Remainder Space

  	
   

  
	
  Five Year Expansion Space

  	
   

  
	
  Flower Street Eyebrow Sign

  	
   

  
	
  Flower Street Eyebrow Sign Relocation Right

  	
   

  
	
  FMRR

  	
   

  
	
  Force Majeure

  	
   

  
	
  Force Majeure Delays

  	
   

  
	
  Foreign Government Use

  	
   

  
	
  Fourth Increment Commencement Date

  	
   

  
	
  Fourth Increment Delivery Penalty Date

  	
   

  
	
  Fourth Increment Delivery Window

  	
   

  
	
  Fourth Increment Office Space

  	
   

  
	
  Free Rent Credit

  	
   

  
	
  Full Pylon Substitute

  	
   

  



 


i

















 


	
  Future Pylon Signs

  	
   

  
	
  Generator

  	
   

  
	
  Generator Space

  	
   

  
	
  Governmental Approvals and Entitlements

  	
   

  
	
  Handle

  	
   

  
	
  Handled

  	
   

  
	
  Handling

  	
   

  
	
  Hazardous Materials

  	
   

  
	
  High Consumption Equipment

  	
   

  
	
  Hold Space

  	
   

  
	
  Hold Space Commencement Date

  	
   

  
	
  Hold Space Option

  	
   

  
	
  Holidays

  	
   

  
	
  HVAC

  	
   

  
	
  HVAC Service

  	
   

  
	
  Identity Rights Termination Notice

  	
   

  
	
  Immediate Superior Right

  	
   

  
	
  Improvements

  	
   

  
	
  Increment of Space

  	
   

  
	
  Initial After Hours HVAC Rate

  	
   

  
	
  Initial Bank Location

  	
   

  
	
  Initial Expansion Notice

  	
   

  
	
  Initial Occupancy Requirement

  	
   

  
	
  Initial Premises

  	
   

  
	
  Initial Reduction Notice

  	
   

  
	
  Initial Reduction Option

  	
   

  
	
  Initial Reduction Space

  	
   

  
	
  Institutional Landlord Member

  	
   

  
	
  Institutional Owner Practices

  	
   

  
	
  Intention to Transfer Consent Notice

  	
   

  
	
  Interest Rate

  	
   

  
	
  J-2 Available Privileges

  	
   

  
	
  J-2 Parking Annex

  	
   

  
	
  J-2 Unreserved Parking Reduction Notice

  	
   

  
	
  J-2 Unreserved Privileges

  	
   

  
	
  Judgment

  	
   

  
	
  Landlord

  	
   

  
	
  Landlord Bank Space Recapture Right

  	
   

  
	
  Landlord Contribution

  	
   

  
	
  Landlord Parties

  	
   

  
	
  Landlord’s Insurance

  	
   

  
	
  Landlord’s Lease Undertakings

  	
   

  
	
  Landlord’s Project Signage Consultant

  	
   

  
	
  Landlord’s Statement

  	
   

  
	
  Late Charge

  	
   

  
	
  Late Charge Delinquency

  	
   

  
	
  Laws

  	
   

  
	
  Lease

  	
   

  
	
  Lease Documents

  	
   

  
	
  Lease Year

  	
   

  
	
  Leased RFO Space

  	
   

  
	
  Liens and Notices

  	
   

  
	
  LL Permitted Foreign GUse Premises

  	
   

  
	
  LL Permitted GUse Premises

  	
   

  
	
  Lost CNB Inscriptions

  	
   

  
	
  Management Space

  	
   

  
	
  Material Default

  	
   

  
	
  Maximum Electrical Amount

  	
   

  
	
  Memorandum of Lease

  	
   

  
	
  Nine Month Period

  	
   

  
	
  Non-Business Hours

  	
   

  
	
  Non-Renewal Space

  	
   

  
	
  North Eyebrow Sign

  	
   

  
	
  North Tower

  	
   

  
	
  Notice and Certification of Non Occupancy

  	
   

  
	
  Notice of Availability

  	
   

  
	
  Notices

  	
   

  
	
  Objectionable Name

  	
   

  
	
  Occupies

  	
   

  
	
  Occupy

  	
   

  
	
  Occupying

  	
   

  
	
  Offensive and Objectionable Entity

  	
   

  
	
  Offered Available Space

  	
   

  
	
  Operating Expenses

  	
   

  
	
  Operative Amendment

  	
   

  
	
  Other Improvements

  	
   

  
	
  Other Installations Items

  	
   

  
	
  Other Project Signs

  	
   

  
	
  Other Rent

  	
   

  
	
  Other Tenant Discussions

  	
   

  
	
  Other Tenant Lease

  	
   

  
	
  Other Tenant Prior Rights

  	
   

  
	
  Other Tenants

  	
   

  
	
  Outside Agreement Date

  	
   

  
	
  Outside Occupancy Threshold Date

  	
   

  
	
  Overlap Period

  	
   

  
	
  Owner Parties

  	
   

  
	
  Owner Party

  	
   

  
	
  Parking Facilities

  	
   

  
	
  Parking Fees

  	
   

  
	
  Parking Privileges

  	
   

  
	
  Parking Taxes

  	
   

  
	
  Partial CNB Set Pylons

  	
   

  
	
  Partial Extension Premises

  	
   

  
	
  Partial Floor Hold Space

  	
   

  
	
  Partial Floor Hold Space Floor

  	
   

  
	
  Partial Floor Size

  	
   

  
	
  Partial Lease Month Rent

  	
   

  
	
  Partial Pylon Sign Substitute

  	
   

  
	
  Partial Renewal Right

  	
   

  
	
  Pay Back Period

  	
   

  
	
  Permitted Assignee

  	
   

  
	
  Permitted Domestic Governmental Use

  	
   

  
	
  Permitted Foreign Governmental Use

  	
   

  
	
  Permitted Governmental Lease

  	
   

  
	
  Permitted Ground Floor Lobby Tenant

  	
   

  
	
  Permitted Other Reason

  	
   

  
	
  Permitted Parking Transferees

  	
   

  
	
  Permitted Plaza Building First Class Tenant

  	
   

  
	
  Permitted Plaza Building First Class Use

  	
   

  
	
  Plaza Area

  	
   

  
	
  Plaza Building

  	
   

  
	
  Plaza Building Commencement Date

  	
   

  
	
  Plaza Building Delivery Penalty Date

  	
   

  
	
  Plaza Building Delivery Window

  	
   

  
	
  Plaza Building Operating Requirement Failure

  	
   

  
	
  Plaza Building Parapet

  	
   

  
	
  Plaza Building Sign

  	
   

  
	
  Plaza Building Space

  	
   

  
	
  Plaza Extension Term Annual Base Rent

  	
   

  
	
  Plaza Trees

  	
   

  
	
  Possession Date

  	
   

  
	
  Possessory Interest Taxes

  	
   

  
	
  Potential First Offer Space

  	
   

  
	
  Premises

  	
   

  
	
  Prior Tenants’ Project Identity Rights Termination

  	
   

  
	
  Prohibited Uses

  	
   

  
	
  Project

  	
   

  
	
  Project Exterior Signage Program

  	
   

  
	
  Project Name

  	
   

  
	
  Project Name Rights

  	
   

  
	
  Project Upgrades

  	
   

  
	
  Property Taxes

  	
   

  
	
  Proposition 13 Protection Amount

  	
   

  
	
  Proposition 13 Purchase Price

  	
   

  
	
  Prospective Identity Tenant

  	
   

  
	
  Prospective North Eyebrow Sign Location

  	
   

  
	
  Protected Reassessment

  	
   

  
	
  Protected Sale

  	
   

  
	
  Protected Tax Increase

  	
   

  
	
  Protection Period

  	
   

  
	
  Public Entity

  	
   

  
	
  Qualifying Partial Floor

  	
   

  
	
  Qualifying Plaza Subtenant

  	
   

  
	
  Real Property Taxes

  	
   

  
	
  Reassessment

  	
   

  
	
  Recognition Agreement

  	
   

  
	
  Reduced Operating Amount

  	
   

  
	
  Reduced Operating Amount Credit

  	
   

  
	
  Reduction Amount

  	
   

  
	
  Reduction Date

  	
   

  
	
  Reduction Fee

  	
   

  
	
  Reduction Notice

  	
   

  
	
  Reduction Option

  	
   

  
	
  Reduction Space

  	
   

  
	
  Reimbursements

  	
   

  
	
  Relocated Bank Space

  	
   

  
	
  Remainder Space

  	
   

  
	
  Remaining Space

  	
   

  
	
  Remeasured RSF Notice

  	
   

  
	
  Remeasurement Notice

  	
   

  
	
  Remeasuring Party

  	
   

  
	
  Renewal Notice

  	
   

  



 


ii

















 


	
  Renovation Work

  	
   

  
	
  Rent

  	
   

  
	
  Rent Concessions

  	
   

  
	
  Rentable Area

  	
   

  
	
  Request for Notice of Availability

  	
   

  
	
  Requesting Party

  	
   

  
	
  Required A-Level Privileges

  	
   

  
	
  Required J-2 Privileges

  	
   

  
	
  Reserved Parking Privileges

  	
   

  
	
  Responding Party

  	
   

  
	
  Restoration

  	
   

  
	
  Restore

  	
   

  
	
  Review Expenses

  	
   

  
	
  Revised Available Space Acceptance Notice

  	
   

  
	
  Revised Notice of Availability

  	
   

  
	
  RFO Rights

  	
   

  
	
  Riser

  	
   

  
	
  RSF Objection Notice

  	
   

  
	
  Rules and Regulations

  	
   

  
	
  Sale

  	
   

  
	
  Scheduled Available Space Commencement Date

  	
   

  
	
  Scheduled Expansion Designation Date

  	
   

  
	
  Scheduled Hold Space Delivery Date

  	
   

  
	
  Scheduled Offered Available Space Delivery Date

  	
   

  
	
  Scheduled Rent

  	
   

  
	
  Second Expansion Option

  	
   

  
	
  Second Increment Commencement Date

  	
   

  
	
  Second Increment Delivery Penalty Date

  	
   

  
	
  Second Increment Delivery Window

  	
   

  
	
  Second Increment Office Space

  	
   

  
	
  Second Parking Reduction Option

  	
   

  
	
  Second Reduction Date

  	
   

  
	
  Second Reduction Option

  	
   

  
	
  Secured Areas

  	
   

  
	
  Securities/Investment Firms

  	
   

  
	
  Security Instruments

  	
   

  
	
  Seventh Floor Hold Space

  	
   

  
	
  SNDAA

  	
   

  
	
  South Eyebrow Sign

  	
   

  
	
  South Side Space

  	
   

  
	
  South Tower

  	
   

  
	
  South Tower Building Envelope

  	
   

  
	
  South Tower Directory

  	
   

  
	
  South Tower Entrance Signs

  	
   

  
	
  South Tower Extension Premises

  	
   

  
	
  South Tower Extension Term Annual Base Rent

  	
   

  
	
  South Tower Eyebrow Signs

  	
   

  
	
  South Tower Occupancy Requirement

  	
   

  
	
  South Tower Premises

  	
   

  
	
  South Tower Signs

  	
   

  
	
  South Tower Top Signs

  	
   

  
	
  Special Risks

  	
   

  
	
  Standard Lease Provisions

  	
   

  
	
  Statutory Written Notices or Complaints

  	
   

  
	
  Storage Premises

  	
   

  
	
  Storage Premises Commitment Notice

  	
   

  
	
  Storage Rent

  	
   

  
	
  Subject Space

  	
   

  
	
  Sublease

  	
   

  
	
  Sublease Space

  	
   

  
	
  Subsequent Premises

  	
   

  
	
  Subsequent Sales

  	
   

  
	
  Substitute Credit Enhancements

  	
   

  
	
  Substitute J&C Contractor

  	
   

  
	
  Substitute Parking Area

  	
   

  
	
  Subtenant

  	
   

  
	
  Subterranean Garage

  	
   

  
	
  Subterranean Space

  	
   

  
	
  Successor

  	
   

  
	
  Superior Mortgagees

  	
   

  
	
  Superior Right

  	
   

  
	
  Superior Right Holders

  	
   

  
	
  Taking

  	
   

  
	
  Taking Date

  	
   

  
	
  Target Delivery Date

  	
   

  
	
  Target First Increment Commencement Date

  	
   

  
	
  Target Fourth Increment Commencement Date

  	
   

  
	
  Target Plaza Building Commencement Date

  	
   

  
	
  Target Second Increment Commencement Date

  	
   

  
	
  Target Third Increment Commencement Date

  	
   

  
	
  Tasteful

  	
   

  
	
  Telecommunications Equipment

  	
   

  
	
  Tenant

  	
   

  
	
  Tenant Competitor

  	
   

  
	
  Tenant CPA

  	
   

  
	
  Tenant Entity

  	
   

  
	
  Tenant Maintained Signs

  	
   

  
	
  Tenant Parties

  	
   

  
	
  Tenant Plaza Building Identification Rights

  	
   

  
	
  Tenant Project Identification Rights

  	
   

  
	
  Tenant Responsible Work

  	
   

  
	
  Tenant’s Additional ATM Right

  	
   

  
	
  Tenant’s Area Request

  	
   

  
	
  Tenant’s ATM Right

  	
   

  
	
  Tenant’s B-Level ATM Location

  	
   

  
	
  Tenant’s Contribution

  	
   

  
	
  Tenant’s Exterior Signs

  	
   

  
	
  Tenant’s Occupants

  	
   

  
	
  Tenant’s Occupants’ Maximum Amount

  	
   

  
	
  Tenant’s Percentage Share

  	
   

  
	
  Tenant’s Plaza Building ATM Location

  	
   

  
	
  Tenant’s Security System

  	
   

  
	
  Term

  	
   

  
	
  Third Expansion Option

  	
   

  
	
  Third Increment Commencement Date

  	
   

  
	
  Third Increment Delivery Penalty Date

  	
   

  
	
  Third Increment Delivery Window

  	
   

  
	
  Third Increment Office Space

  	
   

  
	
  Tower Name Rights

  	
   

  
	
  Transfer

  	
   

  
	
  Transfer Consent Notice

  	
   

  
	
  Transfer Costs

  	
   

  
	
  Transfer Profits

  	
   

  
	
  Transferee

  	
   

  
	
  Unfinished Space

  	
   

  
	
  Unoccupied Space

  	
   

  
	
  Upgrade Milestone

  	
   

  
	
  Usable Area

  	
   

  
	
  Useful Life

  	
   

  
	
  Utility Connections

  	
   

  
	
  Variable Expenses

  	
   

  
	
  worth at the time of award

  	
   

  



 


iii














 


OFFICE
LEASE


 


THIS OFFICE LEASE (“Lease”)
is made and entered into by and between TPG
PLAZA INVESTMENTS, LLC, a Delaware limited liability company (“Landlord”) and the Tenant described in Item
1 of the Basic Lease Provisions as of November 19, 2003 (the “Effective Date”).


 


BASIC LEASE
PROVISIONS


 


	
  1.

  	
  Tenant:  CITY NATIONAL BANK,
  a national banking association (“Tenant”).

  
	
   

  
	
  2.

  	
  Description of Premises/Building/Project:

  
	
   

  
	
   

  	
  2.1  Premises:

  	
  The
  “Premises” shall consist of,
  subject to the provisions of Section 1.1.2 of the Standard Lease
  Provisions, approximately 310,055 square feet of Rentable Area (defined in
  Item 2.2 of the Basic Lease Provisions below), consisting of the First
  Increment Office Space, the Second Increment Office Space, the Plaza Building
  Space, the Third Increment Office Space and the Fourth Increment Office
  Space, as follows:

  
	
   

  
	
   

  	
  (i)

  	
  The
  “First Increment Office Space,”
  containing approximately 101,986 square feet of Rentable Area, and consisting
  of all of floors 21, 19, 18, and 16 of the South Tower (defined in Item 2.3
  of the Basic Lease Provisions below) as more specifically shown in Exhibit “A”
  attached hereto;

  
	
   

  
	
   

  	
  (ii)

  	
  The
  “Second Increment Office Space”
  containing approximately 51,062 square feet of Rentable Area, and consisting
  of all of floors 20 and 22 of the South Tower (with the parties hereto
  agreeing that floor 20 and floor 22 each contain 25,531 square feet of
  Rentable Area) as more specifically shown in Exhibit “A” attached
  hereto;

  
	
   

  
	
   

  	
  (iii)

  	
  The
  “Plaza Building Space,” containing,
  subject to the provisions of Section 1.1.2 of the Standard Lease
  Provisions, approximately 6,644 square feet of Rentable Area on the north
  side of the ground floor of the Plaza Building (defined in Item 2.3 of the
  Basic Lease Provisions below) as more specifically shown cross hatched in Exhibit “A”
  attached hereto (the “Initial Bank Location”);

  
	
   

  
	
   

  	
  (iv)

  	
  The
  “Third Increment Office Space,”
  containing approximately 50,447 square feet of Rentable Area, and consisting
  of all of floors 17 and 13 of the South Tower as more specifically shown in Exhibit “A” 
  attached hereto; and

  
	
   

  
	
   

  	
  (v)

  	
  The
  “Fourth Increment Office Space,”
  containing approximately 99,916 square feet of Rentable Area, and consisting
  of all floors 9, 10, 11 and 12 of the South Tower as more specifically shown
  in Exhibit “A” attached hereto.

  
	
   

  
	
   

  	
  That
  portion of the Premises contained in the South Tower is sometimes referred to
  herein as the “South Tower Premises.”

  
	
   

  
	
   

  	
  Each
  of the five (5) increments of space described above (in subparagraphs
  (i), (ii), (iii), (iv) and (v) above, respectively) is referred to
  herein as an “Increment of Space.”

  
	
   

  
	
   

  	
  2.2  Rentable Area

  of the Premises:

  	
  Approximately
  310,055 square feet of Rentable Area, subject to the provisions of Section 1.1.2
  of the Standard Lease Provisions.

  
	
   

  
	
   

  	
  2.3  Buildings:

  	
  The
  building commonly known as and located at 555 South Flower Street, Los
  Angeles, California 90071 (the “South Tower”)
  and the three (3) level building commonly known as and located at 525
  South Flower Street, Los Angeles, California 90071 (the “Plaza Building”) (collectively, the “Buildings”).

  
	
   

  
	
   

  	
  2.4  Project:

  	
  That
  certain project more particularly described in Section 1.5 of the
  Standard Lease Provisions.

  
	
   

  
	
   

  	
  2.5  Rentable Area

  of the Project:

  	
  Approximately
  2,648,920 square feet of Rentable Area.

  
	
   

  
	
  3.

  	
  Term:

  
	
   

  
	
   

  	
  3.1  Initial Term:

  	
  The
  Initial Term shall be the period commencing on the First Increment
  Commencement Date (defined in Item 3.4(i) of the Basic Lease Provisions,
  below) and expiring on the last day of the calendar month in which the date
  that

  



 


1

















 


	
   

  	
  is
  one hundred eighty (180) calendar months after the Third Increment
  Commencement Date (defined in Item 3.4(iv) of the Basic Lease Provisions
  below) occurs (the “Expiration Date”);

  
	
   

  
	
   

  	
  3.2  Options to Extend

  the Term:

  	
  Four
  (4) options, each to extend the Lease for five (5) years (sixty
  (60) months) in accordance with Section 2.4 of the term of the Standard
  Lease Provisions, which, subject to certain restrictions, allows Tenant to
  extend the term of the Lease with respect to less than the entire Premises.

  
	
   

  
	
   

  	
  3.3  Delivery Windows:

  
	
   

  
	
   

  	
  (i)

  	
  First Increment Office Space: Not before January 15, 2004 and not
  later than February 15, 2004 (“First
  Increment Delivery Window”).

  
	
   

  
	
   

  	
  (ii)

  	
  Second Increment Office Space:  Not before January 15, 2004
  and not later than March 15, 2004 (“Second
  Increment Delivery Window”).

  
	
   

  
	
   

  	
  (iii)

  	
  Plaza Building Space:  Not before July 15, 2004 and
  not later than January 29, 2005 (“Plaza
  Building Delivery Window”).

  
	
   

  
	
   

  	
  (iv)

  	
  Third Increment Office Space:  Not before August 15, 2004 and
  not later than October 15, 2004 (“Third
  Increment Delivery Window”).

  
	
   

  
	
   

  	
  (v)

  	
  Fourth Increment Office Space:  Not before May 15, 2006 and not
  later than June 15, 2006 (“Fourth
  Increment Delivery Window”).

  
	
   

  
	
   

  	
  The
  First Increment Delivery Window, the Second Increment Delivery Window, the
  Plaza Building Delivery Window, the Third Increment Delivery Window and the
  Fourth Increment Delivery Window may hereinafter be referred to collectively
  as “Delivery Windows” or each
  individually as a “Delivery Window.”

  
	
   

  
	
   

  	
  3.4  Commencement Date:

  
	
   

  
	
   

  	
  (i)

  	
  First Increment Office Space:          The
  “First Increment Commencement Date”
  shall be the earlier to occur of (a) the date that is six (6) months
  following the later of the first day of the First Increment Delivery Window
  or the date on which Landlord delivers actual possession of the First
  Increment Office Space to Tenant in Delivery Condition (as defined in Section 1.1.1
  of the Work Letter), which date shall be subject to extension for
  Commencement Date Delays (as defined in Section 5.1.1 of the Work
  Letter) incurred by Tenant in designing, permitting, constructing or moving
  into such Increment of Space or (b) the first date Tenant on which
  commences business occupancy of any portion of the First Increment Office
  Space.  The “Target First Increment
  Commencement Date” shall be July 15, 2004.  February 15,
  2004 shall be the “First Increment Delivery
  Penalty Date”; provided, however, that notwithstanding the
  foregoing, the First Increment Delivery Penalty Date shall be extended one (1) day
  for each day of Force Majeure Delay (defined in Section 5.1.2 of the
  Work Letter) or Tenant Delay (defined in Section 5.5 of the Work Letter)
  suffered by Landlord (and/or Landlord’s contractor) in obtaining possession
  of the First Increment Office Space or designing, permitting and completing
  construction of the Minimum Base Building Work (as defined in
  Schedule 1-C attached to the Work Letter) to be performed therein.

  
	
   

  
	
   

  	
  (ii)

  	
  Second Increment Office Space:      The
  “Second Increment Commencement Date”
  shall be the earlier to occur of (a) the date that is six (6) months
  following the later of the first day of the Second Increment Delivery Window
  or the date on which Landlord delivers actual possession of the Second
  Increment Office Space to Tenant in Delivery Condition, which date shall be
  subject to extension for Commencement Date Delays incurred by Tenant in
  designing, permitting, constructing or moving into such Increment of Space or
  (b) the first date on which Tenant commences business occupancy of any
  portion of the Second Increment Office Space.  The “Target Second Increment Commencement Date”
  shall be August 15, 2004. March 15, 2004 shall be the “Second Increment Delivery Penalty Date”;
  provided however, that the Second Increment Delivery Penalty Date shall be
  extended one (1) day for each day of Force Majeure Delay or Tenant Delay
  suffered by Landlord (and/or Landlord’s contractor) in obtaining possession
  of the Second Increment Office Space or in designing permitting and
  completing construction of the Minimum Base Building Work to be performed
  therein.

  
					



 


2

















 


	
   

  	
   

  	
  (iii)

  	
  Plaza Building Space:        The
  “Plaza Building Commencement Date”
  shall be the earlier to occur of (a) the date that is six (6) months
  following the later of the first day of the Plaza Building Delivery Window or
  the date on which Landlord delivers actual possession of the Plaza Building
  Space to Tenant in Delivery Condition, which date shall be subject to
  extension for Commencement Date Delays incurred by Tenant in designing,
  permitting, constructing or moving into such Increment of Space or (b) the
  first date Tenant on which commences business occupancy of any portion of the
  Plaza Building Space. The “Target Plaza
  Building Commencement Date” shall be March 15, 2005.  January 29,
  2005 shall be the “Plaza Building Delivery
  Penalty Date;” provided, however, that the Plaza Building Delivery
  Penalty Date shall be extended one (1) day for each day of Force Majeure
  Delay or Tenant Delay suffered by Landlord (and/or Landlord’s contractor) in
  obtaining possession of the Plaza Building Space (and/or the Plaza Building)
  or in designing, permitting and completing construction of the Minimum Base
  Building Work to be performed therein.

  
	
   

  
	
   

  	
  (iv)

  	
  Third Increment Office Space:         The “Third
  Increment Commencement Date”  shall
  be the earlier to occur of (a) the date that is five (5) months
  following the later of the first day of the Third Increment Delivery Window
  or the date on which Landlord delivers actual possession of the Third
  Increment Office Space to Tenant in Delivery Condition, which date shall be
  subject to extension for Commencement Date Delays incurred by Tenant in
  designing, permitting, constructing or moving into such Increment of Space or
  (b) the first date on which Tenant commences business occupancy of any
  portion of the Third Increment Office Space.  The “Target Third Increment Commencement Date”
  shall be March 15, 2005. October 15, 2004 shall be the “Third Increment Delivery Penalty Date”;
  provided, however that the Third Increment Delivery Penalty Date shall be
  extended one (1) day for each day of Force Majeure Delay or Tenant Delay
  suffered by Landlord (and/or Landlord’s contractor) in obtaining possession
  of the Third Increment Office Space or in designing, permitting and/or
  completing construction of the Minimum Base Building Work to be performed
  therein.

  
	
   

  
	
   

  	
  (v)

  	
  Fourth Increment Office Space:       The
  “Fourth Increment Commencement Date”
  shall be the earlier to occur of (a) the date that is five (5) months
  following the later of the first day of the Fourth Increment Delivery Window
  or the date on which Landlord delivers actual possession of the Fourth
  Increment Office Space to Tenant in Delivery Condition, which date shall be
  subject to extension for Commencement Date Delays incurred by Tenant in
  designing, permitting, constructing or moving into such Increment of Space or
  (b) the first date on which Tenant commences business occupancy of any
  portion of the Fourth Increment Office Space.  The “Target Fourth Increment Commencement Date”
  shall be November 15, 2006.  June 15, 2006 shall be the “Fourth Increment Delivery Penalty Date”;
  provided, however that the Fourth Increment Delivery Penalty Date shall be
  extended one (1) day for each day of Force Majeure Delay or Tenant Delay
  suffered by Landlord (and/or Landlord’s contractor) in obtaining possession
  of the Fourth Increment Office Space or in designing, permitting and/or
  completing construction of the Minimum Base Building Work to be performed
  therein.

  



 


4.                                       Base Rent (Article 3):   The “Base Rent” shall be the sum of the First
Increment Office Space Base Rent, the Second Increment Office Space Base Rent,
the Plaza Building Space Base Rent, the Third Increment Office Space Base Rent
and the Fourth Increment Office Space Base Rent (as such terms are defined
below) as follows:


 


4.1         First Increment Office Space
Base Rent:*


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“First Increment

  Base Rent Rate”)

  	
   

  
	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


The reference to “applicable
months” in this Item 4.1 of the Basic Lease Provisions shall be measured from
the First Increment Commencement Date.


 






*      Notwithstanding the foregoing, in the event
that pursuant to Section 1.6.1.7 of the Standard Lease Provisions, Tenant
shall exercise the Initial Reduction Option (defined in Section 1.6.1.1,
below) so as to eliminate from the Premises two (2) full floors of space
from the Premises (either the ninth (9th) and thirteenth (13th) floors or the
ninth (9th) and tenth (10th) floors of the South Tower), effective upon the
Fourth Increment Commencement Date (and for the remainder of the Term
thereafter), the Base Rent rental rate (expressed as the amount of annual Base
Rent per square foot of Rentable Area per year payable at any particular time
during the Term) (“Base Rent Rate”)
for that portion of the Premises attributable to the twenty-first (21st) floor
of the South Tower (which the parties hereto stipulate contains 25,531 square
feet of Rentable Area) shall be increased from the First Increment Base Rent
Rate to equal the Fourth Increment Base Rent Rate (which is set forth in the
fourth column of Item 4.5 of the Basic Lease Provisions, and is the Base Rent
Rate which would have been applicable for the same time period with respect to
the ninth (9th) floor of the South Tower had such floor not been eliminated
from the Premises pursuant to Tenant’s exercise of the Initial Reduction Option
as to said floor), and (b) accordingly, that portion of the monthly Base
Rent payable under this Lease for any particular month during the Term following
the Fourth Increment Commencement Date which is attributable to the
twenty-first (21st) floor of the South Tower shall be increased to equal (i) the
product of (A) 25,531 (the Rentable Area of the Twenty-First (21st) Floor)
and (B) the Fourth Increment Base Rent Rate applicable to the month in
question, (ii) divided by the number twelve (12)).  The parties
acknowledge that in the event that Tenant shall exercise the Initial Reduction
Option so as to eliminate from the Premises two (2) full floors, there
shall also be an adjustment to the Base Rent Rate of the twenty-second (22nd)
floor in accordance with the provisions of Item 4.2.


 


4.2   Second Increment Office Space Base Rent:


 


(i)    Base Rent For Twentieth (20th) Floor.


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“20th Floor Base

  Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The reference to “applicable
months” in this Item 4.2(i) of the Basic Lease Provisions, to the extent
that months are referred to by number, shall be measured from the Fourth
Increment Commencement Date.


 


(ii)   Base Rent For Twenty-Second (22nd) Floor.*


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“22nd Floor

  Base Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The reference to “applicable
months” in this Item 4.2(ii) of the Basic Lease Provisions (to the extent
that months are referred to by number) shall be measured from the First Increment
Commencement Date.


 






*      Notwithstanding the foregoing, in the event
that pursuant to Section 1.6.1 of the Standard Lease Provisions, Tenant
shall exercise the Initial Reduction Option so as to eliminate from the
Premises either two (2) full floors of space from the Premises (either the
ninth (9th) and thirteenth (13th) floors or the ninth (9th) and tenth (10th)
floors of the South Tower) or only one full floor of space (either the ninth
(9th) floor or the thirteenth (13th) floor):


 


(a)   in the case where Tenant shall exercise the Initial Reduction Option so
as to eliminate from the Premises only the thirteenth (13th) floor of the South
Tower, effective upon the Third Increment


 


4

















 


Commencement Date (and for
the remainder of the Term thereafter), the Base Rent Rate for that portion of
the Premises attributable to the twenty-second (22nd) floor of the South Tower
(which the parties hereto stipulate contains 25,531 square feet of Rentable
Area) shall be increased from the 22nd Floor Base Rent Rate to equal the Third
Increment Base Rent Rate (which is set forth in the fourth (4th) column of Item
4.4 of the Basic Lease Provisions, and is the Base Rent which would have been
applicable for the same time period with respect to the thirteenth (13th) floor
of the South Tower had such floor not been eliminated from the Premises
pursuant to Tenant’s exercise of the Initial Reduction Option as to said
floor), and accordingly, that portion of the monthly Base Rent payable under
this Lease for any particular month during the Term following the Third
Increment Commencement Date which is attributable to the twenty-second (22nd)
floor of the South Tower shall be increased to equal (i) the product of (A) 25,531
(the Rentable Area of the twenty-second (22nd) floor) and (B) the Third
Increment Base Rent Rate applicable to the month in question, (ii) divided
by the number twelve (12));


 


(b)   in the case where Tenant shall exercise the Initial Reduction Option so
as to eliminate from the Premises only the ninth (9th) floor of the South
Tower, effective upon the Fourth Increment Commencement Date (and for the
remainder of the Term thereafter), the Base Rent Rate for that portion of the
Premises attributable to the twenty-second (22nd) floor of the South Tower
(which the parties hereto stipulate contains 25,531 square feet of Rentable
Area) shall be increased from the 22nd Floor Base Rent Rate to equal the Fourth
Increment Base Rent Rate (which is set forth in the fourth (4th) column of Item
4.5 of the Basic Lease Provisions, and is the Base Rent Rate which would have
been applicable for the same time period with respect to the ninth (9th) floor
of the South Tower had such floor not been eliminated from the Premises
pursuant to Tenant’s exercise of the Initial Reduction Option as to said
floor), and accordingly, that portion of the monthly Base Rent payable under
this Lease for any particular month during the Term following the Fourth
increment Commencement Date which is attributable to the twenty-second (22nd)
floor of the South Tower shall be increased to equal (i) the product of (A) 25,531
(the Rentable Area of the twenty-second (22nd) floor) and (B) the Fourth
Increment Base Rent Rate applicable to the month in question, (ii) divided
by the number twelve (12));


 


(c)   in the case where Tenant shall exercise the Initial Reduction Option so
as to eliminate from the Premises the ninth (9th) floor and the thirteenth
(13th) floor of the South Tower, effective upon the Third Increment Commencement
Date (and for the remainder of the Term thereafter): (a) the Base Rent
Rate for that portion of the Premises attributable to the twenty-second (22nd)
floor of the South Tower (which the parties hereto stipulate contains 25,531
square feet of Rentable Area) shall be increased from the 22nd Floor Base Rent
Rate to equal the Third Increment Base Rent Rate (which is set forth in the
fourth (4th) column of Item 4.4 of the Basic Lease Provisions, and is the Base
Rent Rate which would have been applicable for the same time period with
respect to the thirteenth (13th) floor of the South Tower had such floor not
been eliminated from the Premises pursuant to Tenant’s exercise of the Initial
Reduction Option as to said floor), and accordingly, that portion of the
monthly Base Rent payable under this Lease for any particular month during the
term following the Third Increment Commencement Date which is attributable to
the twenty-second (22nd) floor of the South Tower shall be increased to equal (i) the
product of (A) 25,531 (the Rentable Area of the Twenty-Second (22nd)
Floor) and (B) the Third Increment Base Rent Rate applicable to the month
in question, (ii) divided by the number twelve (12); and


 


(d)   in the case where Tenant shall exercise the Initial Reduction Option so
as to eliminate from the Premises the ninth (9th) floor and the tenth (10th)
floor of the South Tower, effective upon the Fourth Increment Commencement Date
(and for the remainder of the Term thereafter): (a) the Base Rent Rate for
that portion of the Premises attributable to the twenty-second (22nd) floor of
the South Tower (which the parties hereby stipulate contains 25,531 square feet
of Rentable Area) shall be increased from the 22nd Floor Base Rent Rate to
equal the Fourth Increment Base Rent Rate (which is set forth in the fourth
column of Item 4.5 of the Basic Lease Provisions, and is the Base Rent Rate
which would have been applicable for the same time period with respect to the
tenth (10th) floor of the South Tower had such floor not been eliminated from
the Premises pursuant to Tenant’s exercise of the Initial Reduction Option as
to said floor), and accordingly, that portion of the monthly Base Rent payable
under this Lease for any particular month during the Term following the Fourth
Increment Commencement Date which is attributable to the twenty-second (22nd)
floor of the South Tower shall be increased to equal (i) the product of (A) 25,531
(the Rentable Area of the Twenty-Second (22nd) Floor) and (B) the Fourth
Increment Base Rent Rate applicable to the month in question, (ii) divided
by the number twelve (12).


 


4.3   Plaza Building Space Base Rent:


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The reference to “applicable
months” in this Item 4.3 of the Basic Lease Provisions shall be measured from
the Plaza Building Commencement Date.


 


5

















 


4.4   Third Increment Office Space
Base Rent:


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“Third Increment

  Base Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The reference to “applicable
months” in this Item 4.4 of the Basic Lease Provisions shall be measured from
the Third Increment Commencement Date.


 


4.5   Fourth Increment Office
Space Base Rent:


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“Fourth Increment

  Base Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The reference to “applicable
months” in this Item 4.5 of the Basic Lease Provisions shall be measured from
the Fourth Increment Commencement Date.


 


5.             Tenant’s
Percentage Share: (Section 4.2)


 


	
  5.1

  	
  Premises:

  	
   

  	
  11.70

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
  First Increment Office Space:

  	
   

  	
  3.85

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
  Second Increment Office Space:

  	
   

  	
  1.93

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
  Plaza Building Space:

  	
   

  	
  0.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
  Third Increment Office Space:

  	
   

  	
  1.90

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.6

  	
  Fourth Increment Office Space:

  	
   

  	
  3.77

  	
  %

  



 


6.             Security
Deposit:  None (Article 6)


 


7.             Parking
Privileges:  (Article 20)


 


	
  7.1

  	
  A-Level Valet Privileges:

  	
   

  	
  Subject
  to the provisions of Article 20 of the Standard Lease Provisions. *

  Subterranean [ILLEGIBLE] *

  Provisions, below) for every full floor of the South Tower leased by Tenant
  as follows:  (a) Commencing on the First Increment Commencement
  Date:  *

  (b)  commencing on the Second Increment Commencement Date: *

  
	
   

  	
   

  	
   

  	
   

  
	
  7.2

  	
  J-2 Unreserved Privileges:

  	
   

  	
  Subject
  to the provisions of Article 20, commencing on the First Increment,
  Commencement Date, *

   

  *

  Standard Lease Provisions, below) for every 1,000 square feet of Rentable
  Area contained within the entire Premises) as follows: (a) with respect
  to the First Increment Office Space: *

   

  unreserved
  spaces in the J-2 Parking Annex; (c) with respect to the

  



 


6

















 


	
   

  	
   

  	
   

  	
  Plaza
  Building Space: *

  Parking Annex: (d) with [ILLEGIBLE] increment office Space

  *

  
	
   

  	
   

  	
   

  	
   

  
	
  7.3

  	
  Validation Privileges:

  	
   

  	
  Landlord
  shall provide, for each of Tenant’s customers who are visiting the Premises
  for the purpose of conducting business therein.

  *

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Validations may be used for parking on any
  particular calendar day (and any Customer * Validations not used on a
  particular calendar day shall not be usable on any other calendar day), (ii) Customer
  * Validations shall only be usable by Tenant’s customers visiting the
  Premises for the purpose of conducting business therein, and (iii) the
  Customer * Validations may not be used by Tenant’s employees, agents or
  visitors, or any other persons (other than Tenant’s customers visiting the
  Premises for the purpose of conducting business therein). *

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  customers
  and visitors to its Premises (and the parties hereto agree that, for purposes
  of application of this sentence only (but without application to Customer *
  Validations), Tenant’s visitors to the Premises shall include employees of
  Tenant who do not have offices (of an exclusive or shared basis) at the
  Project).

  



 


8.                                       Tenant’s Broker is and
notices to Tenant’s Broker shall be sent to :     
Cushman & Wakefield of
California, Inc. 601 South Figueroa Street, 47th Floor, Los Angeles,
California 90017, Attn. Lynn A. Williams, representing Tenant exclusively.


 


Landlord’s
Broker:            
Thomas Partners, Inc.,
representing Landlord exclusively.


 


Tenant’s Broker and Landlord’s Broker are referred to herein
collectively as “Brokers.”(Article 27)


 


9.                                       Permitted Use:    
(Section 7.1)


 


	
  9.1

  	
  South Tower Premises:

  	
   

  	
  General
  office use consistent with a first class high-rise office project (and any
  other use of the South Tower Premises permitted by Article 7 of the
  Standard Lease Provisions).

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2

  	
  Plaza Building Space:

  	
   

  	
  The
  operation of a retail banking branch office open to the general public, and
  for no other use with respect to Tenant; provided, however, that if Tenant
  subleases the Plaza Building Space to an independent third party subtenant in
  accordance with the provisions of Article 15 of the Standard Lease
  Provisions (and Landlord does not elect to recapture the Plaza Building Space
  by exercising its recapture rights under Section 15.2.4 of the Standard
  Lease Provisions with respect to such Transfer (defined in Section 15.1
  of the Standard Lease Provisions, below)), such subtenant shall be permitted
  to use the Plaza Building Space for any “Permitted Plaza Building First Class Use”
  (defined in Section 28.9.3 of the Standard Lease Provisions, below)
  provided that such subtenant satisfies the requirements of being a “Permitted
  Plaza Building First Class Tenant” (defined in Section 28.9.3 of
  the Standard Lease Provisions, below).

  



 


10.                                 Addresses for Notices (Article 26):


 


To:                              Tenant


 


	
  Prior
  to the Commencement Date:

  	
   

  	
  After
  the Commencement Date:

  
	
   

  	
   

  	
   

  
	
  City
  National Bank

  	
   

  	
  City
  National Bank

  
	
  606
  S. Olive Street

  	
   

  	
  606
  S. Olive Street

  
	
  Suite 1100

  	
   

  	
  Suite 1100

  
	
  Los
  Angeles, CA 90014

  	
   

  	
  Los
  Angeles, California 90014

  
	
  Attn:
  Senior Vice President and Manager of

  Corporate Premises

  	
   

  	
  Attn:
  Senior Vice President and Manager of Corporate

  Premises

  
	
   

  	
   

  	
   

  
	
  (the
  “First Addressee”)

  	
   

  	
  (the
  “First Addressee”)

  



 


7

















 


 


 


With
a copy to:


 


City
National Bank


400
N. Roxbury Drive


Beverly
Hills, CA 90210


Attn:
General Counsel


 


And
with a copy to:


 


*


 


And
with a copy to:


 


Cushman &
Wakefield of California, Inc.


601
South Figueroa Street, 47th Floor


Los
Angeles, CA 90017


Attn:
Lynn A. Williams


 


To: Landlord


 


TPG
Plaza Investments, LLC


c/o
Thomas Properties Group, LLC


515
South Flower Street


6th
Floor


Los
Angeles, California 90071


Attn:
John Sischo


 


With
a copy to:


 


*


 


And
with a copy to:


 


11.          
Address for
Payments:  All payments
payable to Landlord under this Lease shall be sent to the following address or
to such other address as Landlord may designate, or by wire transfer.


 


(a)          
Address for
Payment of Monthly Base Rent:


 


TPG Plaza Investments, LLC


 


*


 


8

















 


If By Wire Transfer:


 


:


 


*


 


(b)                                 Address for Payment of Rent
for Parking Privileges:


 


TPG Plaza Investments, LLC


 


*


 


This Lease shall consist of the foregoing Basic Lease Provisions, and
the provisions of the Standard Lease Provisions (the “Standard Lease Provisions”) (consisting of
Articles 1 through 30 which follow) and Exhibits “A” through “QQ” inclusive, all of which are
incorporated herein by this references as of the Effective Date.  In the
event of any conflict between the provisions of the Basic Lease Provisions and
the provisions of the Standard Lease Provisions, the Standard Lease Provisions
shall control.  Any initially capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Standard Lease
Provisions.


 


9














 


STANDARD
LEASE PROVISIONS


 


ARTICLE 1 - PREMISES


 


1.1                                 Lease of Premises.


 


1.1.1                        Generally.  Landlord hereby leases the Premises to Tenant, and Tenant hereby leases
the Premises from Landlord, subject to and upon all of the terms, covenants and
conditions contained in this Lease.


 


1.1.2                        Relocation of the Plaza Building Space.


 


1.1.2.1               Landlord
shall have the option (the “Bank Space Option”),
exercisable at Landlord’s sole option, to relocate the location of the Plaza
Building Space from the Initial Bank Location to a comparable location on the
south side of the ground floor of the Plaza Building (“South Side Space”), as depicted on Exhibit “A-1”, attached hereto.  The Plaza
Building Space as so relocated is referred to herein as the “Relocated Bank Space.”  The parties
agree that the South Side Space shall have the dimensions and configuration
shown on Exhibit “A-1”,
except that in all cases the dimensions along the demising wall that is
perpendicular to and closest to Figueroa Street shall be adjusted, as appropriate
such as to provide an amount equal to 5,783 square feet of Usable Area (defined
in Section 1.3.2, below) to be contained within the South Side Space.


 


1.1.2.2               Landlord
and Tenant hereby approve the location, configuration and Rentable Area of the South
Side Space, as depicted on Exhibit A-1.


 


1.1.2.3               The
Bank Space Option shall be exercised by delivery of written notice of exercise
by Landlord to Tenant no later than January 1, 2004.


 


1.1.2.4               In
the event Landlord duly elects to exercise the Bank Space Option, the parties
shall execute an amendment of this Lease reflecting the substitution of the
Relocated Bank Space for the Initial Bank Location.


 


1.2                                 Acceptance of Premises.  Tenant acknowledges that (i) Landlord
has not made any representation or warranty with respect to the condition of
the “Premises” (as that term is defined in Item 2.1 of the Basic Lease
Provisions), the Buildings or the Project with respect to the suitability or
fitness of any of the same for the conduct of Tenant’s Permitted Use, its
business or for any other purpose (provided, however, that such acknowledgement
by Tenant shall not release Landlord from any of its obligations to Tenant
under any covenants made by Landlord under this Lease, or otherwise decrease
Landlord’s obligations under any such covenants) and (ii) the purpose of Exhibit “A”
(and Exhibit “A-1”) is to show the approximate location of the
Premises in the “Buildings,” as that term is defined in Item 2.3 of the Basic
Lease Provisions, only, and that such Exhibit is not meant to constitute
an agreement, representation or warranty as to the construction of the
Premises, the precise area or the specific location of the “Common Areas,” as
that term is defined in Section 1.4, below, or the elements thereof, or of
the accessways to the Premises (or any portion thereof) or the “Project,” as
that term is defined in Section 1.5, below.


 


1.3                                 Measurement of the Rentable
Area of Premises and the Building.


 


1.3.1                        For purposes of this Lease, subject to the provisions of this Section 1.3,
the parties hereby stipulate that the number of square feet of Rentable Area
(defined in Section 1.3.2, below) contained within (a) the Initial
Premises (defined in Section 1.9.1, below) is as set forth in Item 2.2 of
the Basic Lease Provisions, and (b) subject to Section 1.1.2, within
each Increment of Space, is as set forth in Items 2.1(i), 2.1(ii), 2.1(iii),
2.1(iv) and 2.1(v), respectively of the Basic Lease Provisions.


 


1.3.2                        Each of Landlord and Tenant
hereby acknowledge and agree that (a) the area in rentable square feet
(the “Rentable Area”) and the area
in usable square feet (the “Usable Area”)
of each of the floors of the South Tower (on a full floor occupancy basis) is
as set forth on Exhibit “BB”
attached hereto and that the specification therein of such full floor Rentable
Area (for each such floor) shall be binding upon Landlord and Tenant, and shall
not be subject to re-measurement, and (b) the Usable Area of any Relocated
Bank Space shall also be measured in accordance with the Standard Method for
Measuring Floor Area in Office Buildings, ANSI 265.1-1996 (“BOMA”).


 


1.3.3                        In the event Tenant shall lease a partial floor of the South Tower
pursuant to the Hold Space Option, any Expansion Option or the RPO Rights (as
defined in Sections 1.6, 1.7 and 1.8, respectively, below), the parties shall (i) determine
the Rentable Area of such partial floor by measuring the Usable Area of the
space on such partial floor so leased by Tenant and the Usable Area of all
other tenant spaces on such floor, in each case in accordance with BOMA (but
shall not include as tenant space any space to be contained in the Common Area
corridors on such floor) and (ii) determine the Rentable Area of such
partial floor space so leased by Tenant by multiplying (A) the Rentable
Area of such floor (on a full floor occupancy basis), as set forth on Exhibit “BB”, by (B) a fraction, the
numerator of which is the Usable Area of such partial floor space so leased by
Tenant (determined in accordance with BOMA), and the denominator of which is
the total Usable Area of all tenant spaces on such floor (excluding Common Area
corridors and other Common Areas), such that, when all rentable space on such
floor has been leased, the total Rentable Area leased on such floor shall not
exceed the Rentable Area on such floor if such floor had been leased to a
single floor tenant.


 


1.3.4                        Within sixty (60) days after Landlord’s delivery to Tenant of any Hold
Space, Expansion Space or First Offer Space, Landlord and/or Tenant (the “Remeasuring Party”) shall each have the
right, at its option, upon notice (the “Remeasurement
Notice”) to the other party, to remeasure such space in accordance
with the foregoing standards set forth in Sections 1.3.2, or 1.3.3, as
applicable, and to deliver notice (the “Remeasured
RSF Notice”) of the results thereof to the non-Remeasuring
Party.  In the event that such remeasurement shall indicate a rentable or
usable square footage which is different than that set forth in the amendment
governing Tenant’s lease of the applicable space (the “Operative Amendment”), then the
non-Remeasuring Party may, at its option, upon notice


 


10

















 


(the
“RSF Objection Notice”) to the
Remeasuring Party within ten (10) business days following receipt of the
Remeasured RSF Notice, object to the results set forth in such notice, in which
event, the usable square footage and rentable square footage of the Hold Space,
Expansion Space or First Offer Space (or the application portion thereof), as
the case may be, shall be measured (in accordance with the provisions of this Section 1.3)
by a qualified consultant or architect mutually selected by Landlord and
Tenant, and the result of such remeasurement shall be binding upon both
Landlord and Tenant.  In the event that a Remeasurement Notice is not
timely delivered, the Rentable and Usable Area of the subject space shall be
set forth in the Operative Amendment and shall not be subject to remeasurement
or modification.  Further, in the event an RSF Objection Notice is not
timely delivered, the Rentable and Usable Area shall be as set forth in the
Remeasured RSF Notice and shall not be subject to remeasurement or
modification.  In the event the Rentable Area or Usable Area of any Hold
Space, Expansion Space or First Offer Space (or the applicable portion
thereof), as the case may be, determined pursuant to the terms of this Section 1.3.4
shall be different from that set forth in the Operative Amendment, all amounts,
percentages and figures appearing or referred to in the applicable Operative
Amendment based upon such incorrect Rentable or Usable Area (including, without
limitation, the amount of Tenant’s Percentage Share (defined in Section 4.2.5,
below) with respect to such Hold Space, Expansion Space or First Offer Space as
the case may be, the amount of any Tenant Improvement Allowance (defined in Section 2.1
of the Work Letter) or other allowance, and the amount of the Base Rent) shall
be modified in accordance with such determination.


 


1.4                                 Common Areas.


 


1.4.1                        Common Areas Generally. “Common Areas” shall mean those portions of the Project now
designated as such by Landlord (but subject to such additions, modifications
and/or deletions thereto as Landlord shall make from time to time in accordance
with the provisions of this Section 1.4), including the lobbies, plaza and
sidewalk areas, accessways, Subterranean Garage, J-2 Parking Annex and the area
on individual floors of each Building devoted to corridors, fire vestibules,
elevators, escalators, foyers, multi-tenant lobbies, electric and telephone
closets, restrooms, mechanical rooms, janitor’s closets, and other similar
facilities for the benefit of multiple or all tenants and invitees, and shall
also mean those areas of the Buildings devoted to mechanical and service rooms
servicing the Buildings or portions thereof.  The Common Areas shall be
subject to the exclusive management and control of Landlord (provided that
Landlord may, at its option, delegate operation and management of portions of the
Common Area (such as the Parking Facilities (defined in Section 20.1,
below)) from time to time), and Tenant shall comply with all Rules and
Regulations (defined in Article 21, below) pertaining to the Common Areas.


 


1.4.2                        Contemplated Changes to the
Common Areas.


 


1.4.2.1               The Plaza Area.  Tenant
acknowledges that Landlord is presently considering substantial modification to
the area of the Project located on the Land depicted as the “Plaza Area” (the “Plaza Area”) on Exhibit “DD” attached hereto, including, without
limitation, (i) modification, enhancement and/or elimination of the trees,
monument signs, landscaping and hardscape in the “Curb Area” of the Plaza Area
(the location of which is depicted on Exhibit “DD”); (ii) enhancement,
reduction, redesign, modification, renovation of the central fountain (“Central Fountain”) area now located in the
Plaza Area; (iii) erection, construction, modification, placement, and/or
installation of trees, landscaping, canopies, kiosks, internet connections,
tables, chairs, benches, raised dining and/or audience platforms, outdoor
dining and/or cafes and related improvements over large portions of the Plaza
Area on all sides of the Central Fountain and approaching each of the South
Tower, North Tower (defined in Section 1.5.1, below) and Plaza Building, (iv) installation
of new fountains, in the Curb Area and/or in other areas of the Plaza Area, and
(v) various other improvements.  For illustrative purposes only, the
parties have attached hereto as Exhibit “DD” certain elevations and artists’ renderings of certain
proposed improvements to the Plaza Area now being considered (which Landlord
may or may not install, as determined by Landlord in its sole discretion).


 


1.4.2.2               The Plaza Building.  Currently, the Plaza Building is configured
and constructed for occupancy by a single tenant, occupying all three floors of
the Plaza Building and having additional operations on the “B” Level (defined
in Section 1.5.1, below), with one main entrance on the Plaza Area
level and one main entrance on the Figueroa Street level, and an interior
escalator connecting the Figueroa Street level to the Plaza Area level. 
To accommodate Tenant’s occupancy in the Plaza Building (which will be only in
a portion of the Plaza level of the Plaza Building), Landlord will be
redesigning and reconfiguring the Plaza Building to accommodate demising of the
Plaza Building Space for the benefit of Tenant as well as for the creation of
other tenant spaces within the interior of the Plaza Building (and/or immediately
outside of the Plaza Building), which redesign and reconfiguration may include
the alteration of the Plaza Area entrance to the Plaza Building, creation of a
new Plaza Area entrance(s) into the Plaza Building and/or the Plaza
Building Space and other modifications to the common elements and functions of
the Plaza Building.


 


1.4.2.3               The Tower Ground Floor
Lobbies.  Tenant also
acknowledges that Landlord is currently considering: (i) conversion to
leasable tenant spaces (or to other uses, other than use as Common Area) of all
or portions of the lobby spaces contained in the ground floor lobbies of the
South Tower and North Tower shown on Exhibits “EE” and “FF”
attached hereto (which areas currently constitute Common Areas), and (ii) conversion
to leasable tenant spaces (or to uses other than Common Areas) of all or
portions of the Common Areas immediately adjacent to the South and North Towers
(which are not within such Buildings) and which are shown on Exhibits “EE” and “FF” attached hereto.


 


1.4.2.4               The “B” Level.  Tenant also acknowledges that Landlord
is also considering substantial renovation and/or redesign of all areas located
on the “B” Level (including the Common Areas located on the “B” Level), which
renovation and/or redesign may (but is not required to) include: (i) filling
in the central open air and staircase area of the “B” Level (and eliminating
such stairway access to the “C” Level (defined in Section 1.5.1, below)), (ii) redirection
and redesign of public pedestrian passageways located on the “B” Level and (iii) reconfiguration
and/or modification of both tenant spaces and Common Areas on the “B” Level.


 


1.4.2.5               The “C” Level.  Tenant also acknowledges that Landlord
is also considering redirecting, modifying, adding to and/or deleting the use, design,
tenant spaces and Common Areas on the “C” Level, including, without limitation,
(i) consolidation of existing tenant spaces and Common Areas into a higher
concentration


 


11

















 


of
tenant spaces, (ii) elimination of stairway access to the “B Level”, (iii) redirection
or elimination of retail and/or service tenancies, and/or (iv) conversion
of some or all of the “C” Level to reserved, valet and/or unreserved parking.


 


1.4.2.6               Tenant Consent and Approval.  Subject to the provisions of this Section 1.4.2.6,
in addition to the covenants and consents set forth elsewhere in this Section 1.4,
Tenant hereby consents to and approves of (and agrees that Landlord may
implement) such changes, additions, deletions modifications, reductions,
relocations and changes in use with respect to the Project Common Areas
generally as Landlord shall, from time to time during the Term, desire in good
faith (and Tenant specifically consents as to all such changes, modifications, reductions,
relocations and changes in use as are described as under consideration,
possible, or otherwise contemplated by Sections 1.4.2.1 through 1.4.2.5
inclusive), so long as:


 


(i)                                     Landlord shall continue to provide (subject
to interruptions due to casualty, condemnation, temporary construction and
Force Majeure) for generally unobstructed pedestrian passage from and to Flower
Street to and from the Building entrances specifically identified on Exhibit “GG” attached hereto over the
passageways shown on Exhibit “GG”
(or such commercially reasonable substitutions for such passageways as Landlord
may implement form time to time);


 


(ii)                                  Landlord shall continue to provide (subject
to interruptions due to casualty, condemnation, temporary construction and Force
Majeure) for generally unobstructed pedestrian passage from and to Figueroa
Street to and from the Building entrances specifically identified on Exhibit “HH” attached hereto over the
passageways shown on Exhibit “HH”,
which passageways, in part, involve the use of the staircases shown on Exhibit “HH” (or such commercially reasonable
substitutions for such passageways as Landlord may implement form time to
time).


 


(iii)                               Commercially reasonable (consistent with Institutional Owner Practices
(defined in Section 4.3.2, below)) passageways in those areas of the
ground floor lobbies of the North and South Towers shown as “Continuing Lobby
Areas” on Exhibit “H”
attached hereto shall continue to be maintained by Landlord (subject to
interruptions due to casualty, condemnation, temporary construction, and Force
Majeure and further subject to such access control measures as Landlord shall
adopt and/or implement form time to time, consistent with Institutional Owner
Practices);


 


(iv)                              Commercially reasonable access facilities (reasonably equivalent to the
access facilities in existence on the Effective Date) providing pedestrian
passage with access to and from the B-Level and the Subterranean Garage from
and to and the ground floor lobbies of the South Tower and the North Tower
shall continue to be maintained by Landlord (subject to interruptions due to
casualty, condemnation, temporary construction and Force Majeure, and further
subject to such access control measures as Landlord shall adopt and/or
implement from time to time, consistent with Institutional Owner Practices;


 


(v)                                 The essential nature of the Plaza Area as an
outdoor area is maintained as an open area, and the parties hereto agree that
the installation of uses such as outdoor dining areas, sitting areas or incidental
outdoor retail uses, all with or without canopies, shall be deemed to be
consistent with the maintenance of the Plaza Area as an open area; and


 


(vi)                              All such improvements and modifications to the Common Areas shall be
made in a first-class manner consistent with Institutional Owner Practices, and
once commenced, shall be diligently prosecuted to completion.


 


1.4.2.7               General Rights of
Modification. 
Subject to the provisions of this Section 1.4.2, as to the Common Areas
generally (not including the Common Areas described in Sections 1.4.2.1 through
1.4.2.5, inclusive, Landlord shall have the right to reasonably (in accordance
with Institutional Owner Practices) designate, add to, delete, modify, relocate
and/or limit the use of, particular areas or portions of the Project which are,
or will be, designated as Common Areas.


 


1.5                                 Project.


 


1.5.1                        The Project Generally.  The “Project”
consists of: (i) the South Tower, (ii) the Plaza Building (iii) the
building commonly known as and located at 515 South Flower Street, Los Angeles,
California 90071 (the “North Tower”),
(iv) subject to Section 1.4, certain subterranean retail and office
areas including, but not limited to, space on the B-Level (defined in this Section 1.5,
below) and on the C-Level (defined in this Section 1.5, below) (the “Subterranean Space”), (vi) the
Subterranean Garage (defined in Section 20, below), (vii) the J-2
Parking Annex (defined in Section 20, below); and (viii) the Land
(which is improved with landscaping and other improvements) upon which the
South Tower, the North Tower, the Plaza Building, the Subterranean Garage, the
Subterranean Space, the J-2 Parking Annex and the Common Areas are
located.  The “A-Level” shall
mean that level that is one (1) level below the ground floors of the South
Tower and the North Tower.  The “B-Level”
shall mean that level that is two (2) levels below the ground floors of
the South Tower and the North Tower.  The “C-Level” shall mean that level that is three (3) levels
below the ground floors of the South Tower and the North Tower.


 


1.5.2                        Project Upgrades.  Landlord is currently planning to
construct, install and/or implement the upgrades to the Project described on Exhibit “CC” attached hereto (the “Project Upgrades”).  The Project
Upgrades are only in the conceptual planning phase and actual implementation,
construction and/or installation of each such Project Upgrade will be dependent
on the successful confirmation by Landlord, as reasonably determined by
Landlord, of the following factors (the “Confirmation
Variables”): (i) confirmation, through additional analysis,
design, engineering, testing and/or research, of the need for each particular
Project Upgrade, (ii) confirmation, through reasonable and efficacious
solution to the Project need described in clause (i) above, (iii) confirmation,
through additional analysis, design, engineering, testing and/or research, that
each proposed Project Upgrade is technically feasible, (iv) confirmation,
through design, engineering, preparation of plans and specifications,
submission of written


 


12

















 


applications,
submissions, plans and specifications for issuance of required zoning
amendments, variances, conditional use permits, building permits and other
governmental approvals and/or entitlements (collectively, “Governmental Approvals and Entitlements”),
processing, negotiation and procurement of Governmental Approvals and
Entitlements, that each proposed Project Upgrade can be implemented,
constructed and/or installed in accordance with all Laws (defined in Section 7.2.1,
below), without material adverse modification and/or restriction of the
Project, the existing operation of the Project and/or the existing access, use
and other rights of Landlord and its tenants, (v) confirmation, through
review of existing leases and other contractual obligations of the Project
and/or of Landlord and negotiation of modifications of such obligations, as
appropriate, that each Proposed Upgrade can be implemented, constructed and/or
installed without violation of Landlord’s contractual and/or lease obligations
or material adverse modification of Landlord’s rights, and (vi) as to
those Project Upgrades which are designed to upgrade the aesthetic environments
of the Project or otherwise may have a material impact on the aesthetics of the
Project, the Common Areas or portions thereof, confirmation, through further
design, engineering, analysis and/or research, that each such Project Upgrade
shall have a reasonably effective positive impact on the aesthetics of the
Project, taking into account the cost thereof and all other reasonably relevant
factors. Landlord shall use commercially reasonable efforts, subject to
successful confirmation of the Confirmation Variables, as reasonably determined
by Landlord, to construct, implement and/or install, as appropriate, each such
Project Upgrade within the time frame described on Exhibit “CC” attached hereto for such Project
Upgrade; provided, however, that notwithstanding the foregoing, (a) Landlord
specifically reserves the right to (1) modify the nature, design, scope,
objective, and/or engineering of each Project Upgrade to reflect such
determinations as Landlord shall reasonably make to reflect its review,
analysis, and consideration of the Confirmation Variables from time to time and
(2) modify the time frames provided in Exhibit “CC” for implementation, construction
and/or installation of the Project Upgrades to reflect Landlord’s review,
analysis and consideration of the Confirmation Variables (and any modifications
to the Project Upgrades effected under Clause (1) above), as well as input
received by Landlord from time to time from Landlord’s architects, engineers,
consultants and contractors as to the feasibility of and timing required for
implementation, construction and installation of the Project Upgrades and (b) in
all cases (notwithstanding the provisions of the immediately preceding clauses)
Landlord shall implement Project Upgrades (and/or other improvements and/or
upgrades to the Building Systems (defined in Section 10.2. below) or the
Building Structure (defined in the Section 9.2 below)) and having an
aggregate cost to Landlord of not less than * which is December 31, 2008
(provided, further, however, that in the event that Landlord shall incur Force
Majeure Delays (and/or Tenant Delays) in implementing such Project Upgrades,
the Upgrade Milestone shall be extended one (1) day for each day of Force
Majeure Delay or Tenant Delay incurred by Landlord in so implementing such
Project Upgrades; provided, further, however that Project Upgrades shall in no
case include any work directly pertaining to the abatement or treatment of ACM
(expect as expressly permitted by Exhibit “CC”), the J-2 parking Annex, Base Building restrooms or
work that is generally considered to be tenant improvement work.


 


1.6                                 Initial Right to Reduce or
Expand Premises.


 


1.6.1                        Reduction of Premises.


 


1.6.1.1               Generally.  Tenant or any Qualified Tenant
(defined in this Section 1.6.1, below) shall have the one-time right (the “Initial Reduction Option”) to reduce the
Premises by deleting, at Tenant’s election (a) all of the thirteenth
(13th) floor of the South Tower or all of the ninth (9th) floor of the South
Tower, (b) all of the thirteenth (13th) floor of the South Tower and all
of the ninth (9th) floor of the South Tower, or (c) all of the ninth (9th)
and tenth (10th) floors of the South Tower; provided, however, that Tenant’s
right to delete (under either clause (a) or (b) above) the thirteenth
(13th) floor of the South Tower from the Premises shall be conditional upon
Tenant’s delivery of an Initial Reduction Notice (defined in this Section 1.6.1,
below) identifying the thirteenth (13th) floor of the South Tower as the
Initial Reduction Space (defined in this Section 1.6.1, below) (or part of
the Initial Reduction Space) (and exercising the Initial Reduction Option as to
the same) on or before June 15, 2004.  Subject to the provisions of
the immediately preceding sentence, the Initial Reduction Option may be
exercised by Tenant only by the delivery by Tenant to Landlord, at any time on
or before January 1, 2005, of written notice of exercise (the “Initial Reduction Notice”), which Initial
Reduction Notice shall specifically reference this Section 1.6.1
and shall specifically identify the floor (or floors) of the South Tower
Premises, which Tenant is electing to delete from the Premises pursuant to the
provisions of this Section 1.6.1 (the “Initial
Reduction Space”).


 


1.6.1.2               Effect of Reduction.  In the event that Tenant timely delivers
the Initial Reduction Notice, (a) this Lease shall automatically be
amended so as to delete the Initial Reduction Space from the Premises, which
deletion from the Premises of the Initial Reduction Space shall be effective
upon Landlord’s receipt of the Initial Reduction Notice, and (b) all
amounts, percentages and figures appearing or referred to in this Lease based
upon the number of square feet of Rentable Area contained within the Premises
(and within the Third Increment Office Space or the Fourth Increment Office
Space, as applicable) (including, without limitation, the amount of the Tenant
Improvement Allowance and the Base Rent) shall be appropriately and immediately
reduced; provided, however, that notwithstanding any provision of this Lease to
the contrary, for purposes of calculating Base Rent payable by Tenant
hereunder:


 


(i)                                     in the case where Tenant shall exercise the
Initial Reduction Option so as to eliminate from the Premises the ninth (9th)
floor of the South Tower only, for purposes of calculating the Base Rent
payable for the Fourth Increment Office Space (which commences on the Fourth
Increment Commencement Date), the ninth (9th) floor (and the Rentable Area of
the ninth (9th) floor) shall be deleted from the Fourth Increment Office Space;
provided, however, as of the Fourth Increment Commencement Date, the Base Rent
attributable to the twenty-second (22nd) floor of the South Tower shall be
adjusted as provided in Item 4.2 of the Basic Lease Provisions;


 


(ii)                                  in the case where Tenant shall exercise the
Initial Reduction Option so as to eliminate from the Premises the thirteenth
(13th) floor of the South Tower only, for purposes of calculating the Base Rent
payable for the Third Increment Office Space (which commences on the Third Increment
Commencement Date), the thirteenth (13th) floor (and the Rentable Area of the
thirteenth (13th) floor) shall be deleted from the Third Increment Office
Space; provided, however, as of the Third Increment Commencement Date, the Base
Rent attributable to the twenty-second (22nd) floor of the South Tower shall be
adjusted as provided in Item 4.2 of the Basic Lease Provisions;


 


13

















 


(iii)                               in the case where Tenant shall exercise the Initial Reduction Option so
as to eliminate from the Premises the ninth (9th) and thirteenth (13th) floors
of the South Tower, (A) for purposes of calculating the Base Rent payable
for the Third Increment Office Space (which commences on the Third Increment
Commencement Date), the thirteenth (13th) floor (and the Rentable Area of the
thirteenth (13th) floor) shall be deleted from the Third Increment Office
Space; provided, however, as of the Third Increment Commencement Date, the Base
Rent attributable to the twenty-second (22nd) floor of the South Tower shall be
adjusted as provided in Item 4.2 of the Basic Lease Provisions, and (B) for
purposes of calculating the Base Rent payable for the Fourth Increment Office
Space (which commences on the Fourth Increment Commencement Date), the ninth
(9th) floor (and the Rentable Area of the ninth (9th) floor) shall be deleted
from the Fourth Increment Office Space; provided, however, as of the Fourth
Increment Commencement Date, the Base Rent attributable to the twenty-first
(21st) floor of the South Tower shall be adjusted as provided in Item 4.1 of
the Basic Lease Provisions; and


 


(iv)                              in the case where Tenant shall exercise the Initial Reduction Option so
as to eliminate from the Premises the ninth (9th) and tenth (10th) floors of
the South Tower, (A) for purposes of calculating the Base Rent payable for
the Fourth Increment Office Space (which commences on the Fourth Increment
Commencement Date), the tenth (10th) floor (and the Rentable Area of the tenth
(10th) floor) shall be deleted from the Fourth Increment Office Space;
provided, however, as of the Fourth Increment Commencement Date, the Base Rent
attributable to the twenty-second (22nd) floor of the South Tower shall be
adjusted as provided Item 4.2 of the Basic Lease Provisions, and (B) for
purposes of calculating the Base Rent payable for the Fourth Increment Office
Space (which commences on the Fourth Increment Commencement Date), the ninth
(9th) floor (and the Rentable Area of the ninth (9th) floor) shall be deleted
from the Fourth Increment Office Space; provided, however, as of the Fourth
Increment Commencement Date, the Base Rent attributable to the twenty-first
(21st) floor of the South Tower shall be adjusted as provided in Item 4.1 of
the Basic Lease Provisions.


 


1.6.2                        Hold Space Option.


 


(i)                                     Hold Space.  As used in this Section 1.6.2 and
elsewhere in this Lease, the term “Hold Space”
shall mean, at Tenant’s election; (i) all or, subject to the provisions of
this Section 1.6.2, any portion of the area on the eighth (8th) floor of
the South Tower that equals at least fifth percent (50%) of the Rentable Area
on the eighth (8th) floor of the South Tower (the “Eighth Floor Hold Space”); (ii) all or, subject to the
provisions of this Section 1.6.2, any portion of the area on the seventh
(7th) floor of the South Tower which equals at least fifty percent (50%) of the
Rentable Area on the seventh (7th) floor of the South Tower (the “Seventh Floor Hold Space”); or (iii) any
combination of such Eighth Floor Hold Space and the Seventh Floor Hold Space;
provided, however that, in connection with its exercise of its rights to lease
Hold Space pursuant to this Section 1.6.2: (a) Tenant shall be
required to lease Hold Space consisting of one hundred percent (100%) of the
Rentable Area on the eighth (8th) floor of the South Tower before leasing any
Hold Space on the seventh (7th) floor of the South Tower, (b) Tenant shall
have no right to lease less than fifty percent (50%) of the Rentable Area on
either the eighth (8th) or the seventh (7th) floor of the South Tower, and (c) in
the event that Tenant delivers an Initial Expansion Notice (defined in Section 1.6.2(ii),
below) indicating that Tenant elects to lease less than one hundred percent
(100%) of the Rentable Area on either the eighth (8th) or the seventh (7th)
floor of the South Tower (any such space, the “Partial
Floor Hold Space”), Landlord shall have the right: (i) to
require that Tenant leave no less than eight thousand (8,000) square feet of
Rentable Area not leased by Tenant on the floor on which such Partial Floor
Hold Space is located (the “Partial Floor
Hold Space Floor”) (which shall be either the eighth (8th) or the
seventh (7th) floor of the South Tower), and (ii) to vary the size of the
Hold Space to be leased by Tenant on the Partial Floor Hold Space Floor by up
to two thousand (2,000) square feet of Rentable Area (so long as Landlord does
not reduce the Rentable Area of the Partial Floor Hold Space to less than
one-half of the Rentable Area on the Partial Floor Hold Space Floor).  In
the case where Tenant shall exercise the Hold Space Option with respect to any
Partial Floor Hold Space (either on the eighth (8th) or the seventh (7th) floor
of the South Tower), Tenant shall reasonably designate the configuration of
such Partial Floor Hold Space so leased; provided, however, that any such
Partial Floor Hold space so designated by Tenant shall include only one
elevator lobby entrance and shall be configured in a manner such that
all of the space on the Partial Floor Hold Space Floor that is not leased by
Tenant shall be of a commercially reasonable configuration.


 


(ii)                                  Right to Lease Hold Space.  Any Qualified Tenant shall (subject to
the all of the conditions and restriction of this Section 1.6, including,
but not limited to Section 1.6.2(i), above) have the one-time right (the “Hold Space Option”), exercisable by
delivering written notice (the “Initial
Expansion Notice”) to Landlord at any time on or before January 1,
2005, to expand the Premises by the addition of the Eighth Floor Hold Space
and/or the Seventh Floor Hold Space.  After January 1, 2005, Tenant
shall have no right to lease any portion of the Hold Space pursuant to this Section 1.6. 
In the event that Tenant elects to lease any Hold Space that includes any
Partial Floor Hold Space, Landlord shall, at Landlord’s sole cost and expense,
construct all walls and make all other alterations required to demise (the “Demising Work”) such Partial Floor Hold
Space.


 


(iii)                               Initial Expansion Notice.  The Initial Expansion Notice, if
delivered by Tenant, shall specifically indicate that Tenant is exercising its
right to expand the Premises pursuant to this Section 1.6.2 (and shall
specifically reference this Section 1.6.2) and shall specifically identify
the Hold Space (i.e., the portion (expressed in approximate Rentable Area)
located on the eighth (8th) and/or seventh (7th) floors in the South Tower)
which Tenant is electing to lease.  The delivery by Tenant wishes to lease
that does not conform to the conditions specified in Section 1.6.2(i) above
shall, at the election of Landlord, exercised by notice to Tenant given within
ten (10) business days of Landlord’s receipt of the Initial Expansion
Notice, be rendered null and void and of no force or effect.


 


(iv)                              Terms of Lease Applicable to
Hold Space.  Subject to the
provisions of this Section 1.6, in the event that Tenant timely delivers
an Initial Expansion Notice complying with the requirements of this Section 1.6.2,
this Lease shall automatically be amended to add the Hold Space which Tenant has
elected to lease pursuant to such Initial Expansion Notice (the “Added Hold Space”), which lease shall,
expect as specifically specified to the contrary herein, be on the identical
terms and conditions as Tenant’s lease of the Fourth Increment Office Space
except that: (1) the monthly Base Rent payable for the Added Hold Space
shall (at each point during the Term hereof after the Hold Space Commencement
Date) be an amount equal to the product of the Rentable Area of such Added Hold
Space and monthly Base Rental Rate (per square foot of Rentable Area per month)
equal to the Third Increment Base Rental Rate as specified in the fourth (4th)
column of Item 4.4 of the Basic Lease Provisions


 


14

















 


(i.e.,
the same rate payable for the same month for the Third Increment of Office
Space), (2) all amounts, percentages and figures appearing or referred to
in this Lease based upon the Rentable Area of the Premises shall be
appropriately adjusted and (3) the amount of the Tenant Improvement
Allowance for such Added Hold Space shall be equal to the product of. *


 


(v)                                 Hold Space Delivery and
Commencement Date. 
Landlord shall use commercially reasonable efforts to deliver possession of any
Added Hold Space to Tenant in Delivery Condition on or before the date that is
the later to occur of (1) the date sixty (60) days after the date on which
Tenant delivers the Initial Expansion Notice with respect thereto (the “Scheduled Hold Space Delivery Date”) and (2) the
date thirty (30) days after the date on which the BofA Lease (defined in Exhibit “Y”, attached hereto) terminates and the
Added Hold Space in question is vacated by all prior occupants; provided,
however, without Tenant’s prior written consent the Delivery Date for any such
Added Hold Space shall not occur prior to the date that is sixty (60) days
following the date that Tenant delivers to Landlord the Initial Expansion
Notice with respect thereto.  The Commencement Date for such Added Hold
Space (the “Hold Space commencement Date”),
shall be the earlier to occur of: (A) the date that is six (6) months
following the date possession of such Added Hold Space in Delivery Condition is
delivered to Tenant, as such date shall be extended on a day for day basis for
each day of Commencement Date Delay suffered by Tenant in designing, permitting
and constructing Tenant Improvements in the Added Hold Space (and in moving
into such Added Hold Space) or (B) the date on which Tenant first
commences business occupancy in such Added Hold Space.  Landlord shall use
commercially reasonable efforts to deliver possession of any Added Hold Space
to Tenant in the Delivery Condition required by the Work Letter for such Added
Hold Space on or before the Scheduled Hold Space Delivery Date; provided, however,
that in the event such delivery of possession of any portion of the Added Hold
Space (in Delivery Condition) is delayed for any reason, this Lease shall not
be void or voidable (or terminable by Tenant) in whole, in part or with respect
to any part or portion of the Added Hold Space or the Premises, the Term of
this Lease shall not be extended, and Landlord shall not (if and to the extent
it has used commercially reasonable efforts to deliver the Added Hold Space to
Tenant in Delivery Condition on or before the Scheduled Hold Space Delivery
Date) be liable to Tenant for any loss or damage resulting from such delay or
from the failure of the delivery of possession of such Added Hold Space (in
Delivery Condition) to occur on any particular date; provided, further,
however, that for purposes of this Section 1.6.2(v), “commercially
reasonable efforts” shall include (x) appointment of a specific member of
Landlord’s construction management staff to specifically monitor and supervise
all efforts of Landlord in (A) coordinating with existing tenants who
currently occupy any portion of any Increment of Space in question in order to
facilitate the timely vacation of such occupied space by such tenants on a
timely basis, (B) performing all Minimum Base Building Work, as that term
is defined in the Work Letter so as to facilitate a timely completion of such
work and (C) coordinating with Tenant to facilitate Tenant’s commencement
of construction of tenant improvements in each such Added Hold Space and (y) the
commencement and diligent prosecution of unlawful detainer proceedings against
any holdover tenant or tenants holding over in any such Added Hold Space if any
such holdover continues for more than sixty (60) days after the Scheduled Hold
Space Delivery Date; provided, finally, however, that Landlord’s obligation to
so commence and pursue unlawful detainer litigation shall be subject to
compliance with the provisions, if any, in the lease or leases of any such
holdover tenants which restrict or otherwise limit Landlord’s rights to pursue
unlawful detainer litigation against such holdover tenants.


 


1.6.3                        No Right to Expand and
Reduce.  Tenant shall
have no right to deliver both an Initial Expansion Notice and an Initial
Reduction Notice, and upon Tenant’s delivery of either such notice, Tenant
shall be deemed to have waived its rights to deliver the other type of notice
and such rights shall terminate and be of no further force or effect.


 


1.6.4                        Amendment to Lease.  If Tenant timely delivers an Initial
Expansion Notice or an Initial Reduction Notice, Landlord and Tenant shall,
within a reasonable period of time after Tenant’s delivery of any such notice,
execute an amendment to this Lease (a) confirming either (i) the
addition of the Added Hold Space to the Premises or (ii) the deletion of
the Initial Reduction Space from the Third Increment Office Space or the Fourth
Increment Office Space, as applicable, and (b) making any other
modifications to this Lease which are appropriate under the circumstances
(which shall, without limitation, in the event that Tenant shall
exercise the Initial Reduction Option, include the conversion of the Base
Rental Rate for one floor of space from the First Increment Office Space or the
Second Increment Office Space, as applicable for each floor of space deleted
from Premises pursuant to Tenant’s exercise of the Initial Reduction Option
from the Base Rental Rate for the First Increment Office Space (as set forth in
the fourth (4th) column of Item 4.1 of the Basic Lease Provisions), or Second
Increment Office Space (as set forth in the fourth (4th) column of Item 4.2 of
the Basic Lease Provisions) as applicable to the Third Increment Base Rent Rate
(as set forth in the fourth (4th) column of Item 4.4 of the Basic Lease
Provisions) or the Fourth Increment Base Rent Rate (as set forth in the fourth
(4th) column of Item 4.5 of the Basic Lease Provisions)), as applicable.


 


1.7                                 Expansion Space.  Landlord hereby grants to Original
Tenant, any Qualified Tenant or any Permitted Assignee (as defined in Section 2.4.1,
below), the right to lease additional space (“Expansion
Space”) in the South Tower upon the terms and conditions set forth
in this Section 1.7.


 


1.7.1                        Right to Lease Expansion
Space.  Original Tenant, a Qualified Tenant or
a Permitted Assignee only (and not any other assignee, sublessee or other
Transferee (as defined in Section 15.1, below) of Tenant’s interest in
this Lease) is hereby granted three (3) options (“Expansion Option” or “Expansion Options”) to lease Expansion
Space (as that term is defined in Section 1.7.2, below), at the times set
forth in Section 1.7.2, and in the manner (and subject to the conditions)
set forth in this Section 1.7.  The time period during which Landlord
shall deliver any Expansion space to Tenant shall be referred to as the “Delivery Period.”


 


1.7.2                        Expansion Space/Delivery
Periods.  As used
herein, the term “Expansion Space”
shall refer, individually or collectively, as the context may require, to the
Five Year Expansion Space, the Eight Year Expansion Space, and the Eleven Year
Expansion Space, as those terms are defined below in Sections 1.7.2.1, 1.7.2.2
and 1.7.2.3, respectively.


 


15














 


1.7.2.1               Five Year Expansion Space.  The space in the South Tower which
shall be the subject of the First Expansion Option (defined in Section 1.7.4,
below), and which is to be leased upon exercise by Tenant of such option (the “Five Year Expansion space”):


 


(i)                                     shall, in the event that: (A) Tenant
shall have exercised its Hold Space Option or shall have exercised its RFO
Rights as to only a portion of a floor, and at the time of Tenant’s exercise of
the First Expansion Option, a portion of such floor shall remain unleased (“Five Year Expansion Remainder Space”) and (B) Tenant
shall exercise the First Expansion Option as to a portion but not all of the
then Designated Five Year Expansion Floor (defined in Section 1.7.2.1(iv) below),
unless either: (1) such Five Year Expansion Remainder Space is not
contiguous to another floor in the Premises or (2) some other tenant of
the Project is then leasing space on the floor on which such Five Year
Expansion Remainder Space is located, include all such Five Year Expansion
Remainder Space


 


(ii)                                  may, in addition to including, if Section 1.7.2.1(i) shall
be applicable, all Five Year Expansion Remainder Space, include, at the
election of Tenant (which election shall be set forth in Tenant’s Expansion
Exercise Notice (defined in Section 1.7.4. below)), either: (A) all
of the then Designated Five Year Expansion Floor (defined in Section 1.7.2.1(iv),
below) or (B) fifty percent (50%) or more of the Designated Five Year
Expansion Floor; provided, however, that if in Tenant’s Expansion Exercise
Notice, Tenant elects to exercise the First Expansion Option as to less than
all of the Designated Five Year Expansion Floor, Landlord shall have the right:


 


(A)                              to require that not less than eight thousand (8,000) square feet of
Rentable Area be left unleased by Tenant on the Designated Five Year Expansion
Floor; and


 


(B)                                if the Five Year Expansion Space is to be on the Designated Five Year
Expansion Floor, Landlord shall have the right to specify the exact size of the
Five Year Expansion Space to be leased on such floor (so long as it is not more
than two thousand (2,000) square feet of Rentable Area larger or smaller than
the Partial Floor Size (defined in Section 1.7.4, below) specified by
Tenant in its Expansion Exercise Notice (provided that Landlord may never
specify space which is less than one half of such Designated Five Year
Expansion Floor).


 


(iii)                               In all cases where Tenant’s exercise of the First Expansion Option will
leave space unleased on a floor, subject to Sections 1.7.2.1(i) and (ii),
Tenant shall reasonably designate the configuration of the space on such floor
to be so leased by Tenant: provided, however, that any such space so designated
by Tenant shall include only one elevator lobby entrance and shall be
configured in a manner such that all of the space on such floor not leased by
Tenant shall be of a commercially reasonable configuration.


 


(iv)                              “Designated Five Year
Expansion Floor” shall mean
any floor in the South Tower which is designated by Landlord as the Five Year Expansion
Space in an Expansion Designation Notice (defined in Section 1.7.5, below)
and which must be contiguous to the Premises either (A) as it existed as
of the Effective Date, (B) as it existed as of the date immediately
following any exercise of the Hold Space Option or the Initial Reduction
Option, (C) as of the date on which Landlord delivers the applicable
Expansion Designation Notice, (D) as of any date on which Tenant shall
exercise any of its RFO Rights, or (E) any of floors 8,7, 6 or 5 in the South
Tower; provided, however, unless such floor is selected by virtue of clauses (A) through
(D) above, such floor shall be at the time of designation in an Expansion
Designation Notice the most contiguous of such of floors 8, 7, 6 and 5 which is
also then unencumbered by leases or expansion or other rights of other tenants.


 


1.7.2.2               Eight Year Expansion Space.  The space in the South Tower which
shall be the subject of the Second Expansion Option (defined in Section 1.7.4,
below) and which is to be leased upon exercise by Tenant of such option (the “Eight Year Expansion Space”):


 


(i)                                     shall in the event that: (A) Tenant
shall have exercised its Hold Space Option, its RFO Rights and/or its First
Expansion Option with respect to only a portion of any floor in the South Tower
such that, at the time of its exercise of the Second Expansion Option, Tenant
shall be leasing only a portion of a floor in the South Tower, and a portion of
such floor shall remain unleased (“Eight Year
Expansion Remainder Space”) and (B) Tenant shall exercise the
Second Expansion Option as to a portion, but not all, of the then Designated
Eight Year Expansion Floor (defined in Section 1.7.2.2(iv) below),
unless either: (1) such Eight Year Expansion Remainder Space is not
contiguous to another floor in the Premises or (2) some other tenant of
the Project is then leasing space on the floor on which such Eight Year
Remainder Space is located, include all such Eight Year Expansion Remainder
Space;


 


(ii)                                  may, in addition to including, if Section 1.7.2.2(i) shall
be applicable, all Eight Year Expansion Remainder Space, include, at the
election of Tenant (which election shall be set forth in Tenant’s Expansion
Exercise Notice), either: (A) all of the then Designated Eight Year
Expansion Floor or (B) fifty percent (50%) or more of the Designated Eight
Year Expansion Floor; provided, however, that if in Tenant’s Expansion Exercise
Notice, Tenant elects to exercise the Second Expansion Option as to less than
all of the Designated Eight Year Expansion Floor, Landlord shall have the
right:


 


(A)                              to require that not less than eight thousand (8,000) square feet of
Rentable Area be left unleased by Tenant on the Designated Eight Year Expansion
Floor; and


 


(B)                                if the Eight Year Expansion space is to be on the Designated Eight Year
Expansion Floor, Landlord shall have the right to specify the exact size of the
Eight Year Expansion Space to be leased on such floor (so long as it is not
more than two thousand (2,000) square feet of Rentable Area larger or smaller
than the Partial Floor Size specified by Tenant in its Expansion Exercise
Notice) (provided that in no case shall Landlord specify space that is less
than one-half of the floor in question).


 


(iii)                               In all cases where Tenant’s exercise of the Second Expansion Option
will leave space unleased on a floor, subject to Sections 1.7.2.2(i) and
(ii).  Tenant shall reasonably designate the configuration of the space on
such floor to be so leased by Tenant; provided, however, that any such space so
designated by Tenant shall


 


16

















 


include
only one elevator lobby entrance and shall be configured in a manner such that
all of the space on such floor not leased by Tenant shall be of a commercially
reasonable configuration.


 


(iv)                              “Designated Eight Year
Expansion Floor” shall mean
any floor in the South Tower which is designated by Landlord as the Eight Year
Expansion Space in an Expansion Designation Notice and which must be contiguous
to the Premises either (A) as it existed as of the Effective Date, (B) as
it existed as of the date immediately following Tenant’s exercise of the Hold
Space Option or the Initial Reduction Option, (C) as of the date on which
Landlord delivers the applicable Expansion Designation Notice, (D) as of
any date on which Tenant shall exercise its RFO Rights, or (E) as of the
date on which Tenant shall exercise its First Expansion Option.


 


1.7.2.3               Eleven Year Expansion Space.  The space in the South Tower which
shall be the subject of the Third Expansion Option (defined in Section 1.7.4,
below), and which is to be leased upon exercised by Tenant of such option (the “Eleven Year Expansion Space”):


 


(i)                                     shall, in the event that: (A) Tenant
shall have exercised its Hold Space Option, its RFO Rights, its First Expansion
Option and/or its Second Expansion Option with respect to only a portion of any
floor in the South Tower such that, at the time of its exercise of the Third
Expansion Option (defined in Section 1.7.4, below), Tenant shall be
leasing only a portion of a floor in the South Tower and a portion of such
floor shall remain unleased (“Eleven Year
Expansion Remainder Space”) and (B) Tenant shall exercise the
Third Expansion Option as to a portion, but not all, of the then Designated
Eleven Year Expansion Floor (defined in Section 1.7.2.3(iv)), unless
either: (1) such Eleven Year Expansion Remainder space is not contiguous
to another floor in the premises or (2) some other tenant of the Project
is then leasing space on the floor on which such Eleven Year Remainder Space is
located, include all such Eleven Year Expansion Remainder Space;


 


(ii)                                  may, in addition to including, if Section 1.7.2.3(i) shall
be applicable, all Eleven Year Expansion Remainder Space, include, at the
election of Tenant (which election shall be set forth in Tenant’s Expansion
Exercise Notice), either (A) all of then Designated Eleven Year Expansion
Floor or (B) fifty percent (50%) or more of the Designated Eleven Year
Expansion Floor; provided, however, that if in Tenant’s Expansion Executive
Notice, Tenant elects to exercise the Third Expansion Option as to less than
all of the Designated Eleven Year Expansion Floor, Landlord shall have the
right:


 


(A)                              to require that not less than eight thousand (8,000) square feet of
Rentable Area be left unleased by Tenant on the Designated Eleven Year
Expansion Floor; and


 


(B)                                if the Eleven Year Expansion Space is to be on the Designated Eleven
Year Expansion Floor, Landlord shall have the right to specify the exact size
of the Eleven Year Expansion Space to be leased on such floor (so long as it is
not more than two thousand (2,000) square feet of Rentable Area larger or
smaller than the Partial Floor Size specified by Tenant in its Expansion
Exercise Notice), provided that in no case shall Landlord specify space which
is less than one-half of the floor in question.


 


(iii)                               In all cases where Tenant’s exercise of the Third Expansion Option will
leave space unleased on the floor in question, subject to Sections 1.7.2.3(i) and
(ii), Tenant shall reasonably designate the configuration of the space on such
floor to be so leased by Tenant; provided, however, that any such space so
designated by Tenant shall include only one elevator lobby entrance and shall
be configured in a manner such that all of the space on such floor not leased
by Tenant shall be of a commercially reasonable configuration.


 


(iv)                              “Designated Eleven Year
Expansion Floor” shall mean
any floor in the South Tower which is designated by Landlord as the Eleven Year
Expansion Space in an Expansion Designation Notice and which must be contiguous
to the Premises either (A) as it existed as of the Effective Date, (B) as
it existed as of the date immediately following Tenant’s exercise of the Hold
Space Option or the Initial Reduction Option, (C) as of the date on which
Landlord delivers the applicable Expansion Designation Notice, (D) as of
any date on which Tenant shall exercise its RFO Rights, (E) as of the date
on which Tenant shall exercise its First Expansion Option, or (F) as of
the date on which Tenant shall exercise its Second Expansion Option.


 


1.7.3                        Expansion Space Delivery
Dates.


 


(i)                                     The target delivery date (“Target Delivery Date”) for the Five Year
Expansion Space shall be the first day of the sixth (6th) Lease Year (provided,
that, notwithstanding anything to the contrary herein, for purposes of this Section 1.7.3(i),
the first Lease Year shall commence on the Third Increment Commencement Date
and shall end on the last day of the twelfth (12th) month thereafter, and the
second Lease Year (and each succeeding Lease Year thereafter) shall commence on
the first day of the next calendar month); provided, however, that Landlord
shall have the right (but not the obligation) to change such Target Delivery
Date to any date during the fifth (5th) or sixth (6th) Lease Year (with the
first Lease Year commencing on the Third Increment Commencement Date) by
delivery of written notice of such change to Tenant (so long as such notice is
not delivered less than thirteen (13) months prior to the new Target Delivery
Date described in such notice).


 


(ii)                                  The Target Delivery Date for the Eight Year
Expansion Space shall be the first day of the ninth (9th) Lease Year (provided,
that, notwithstanding anything to the contrary herein, for purposes of this Section 1.7.3(ii),
the first Lease Year shall commence on the Third Increment Commencement Date
and shall end on the last day of the twelfth (12th) month thereafter, and the
second Lease Year (and each succeeding Lease Year thereafter) shall commence on
the first day of the next calendar month; provided, however, that Landlord
shall have the right (but not the obligation) to change such Target Delivery
Date to any date during the eighth (8th) or ninth (9th) Lease Year (with the
first Lease Year commencing on the Third Office Increment Commencement Date) by
delivery of written notice of such change to Tenant (so long as such notice is
not delivered less than thirteen (13) months prior to the new Target Delivery
Date described in such notice).


 


(iii)                                The Target Delivery Date
for the Eleven Year Expansion Space shall be the first day of the twelfth
(12th) Lease Year (provided, that, notwithstanding anything to the contrary
herein, for purposes


 


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of
this Section 1.7.3(iii), the first Lease Year shall commence on the Third
Increment Commencement Date and shall end on the last day of the twelfth (12th)
month thereafter, and the second Lease Year (and each succeeding Lease Year
thereafter) shall commence on the first day of the next calendar month;
provided, however, that Landlord shall have the right (but not the obligation)
to change such Target Delivery Date to any date during the eleventh (11th) or
twelfth (12th) Lease Year (with the first Lease Year commencing on the Third
Office Increment Commencement Date) by delivery of written notice of such
change to Tenant (so long as such notice is not delivered less than thirteen
(13) months prior to the new Target Delivery Date described in such notice).


 


1.7.4                        Method of Exercise.  If Tenant desires to exercise (i) its
Expansion Option with respect to the Five Year Expansion Space (the “First Expansion Option”), (ii) its
Expansion Option with respect to the Eight Year Expansion Space (the “Second Expansion Option”), or (iii) its
Expansion Option with respect to the Eleven Year Expansion Space (the “Third Expansion Option”), as set forth in
this Section 1.7, Tenant shall, after Landlord delivers an Expansion
Designation Notice with respect to such Expansion Space, and not less than nine
(9) months and not more than twelve (12) months before the then effective
Target Delivery Date (“Expansion Period”)
for such Expansion Space specified by Landlord pursuant to Section 1.7.3,
deliver written notice to Landlord (an “Expansion
Exercise Notice”).  Tenant’s Expansion Exercise Notice: (i) shall
expressly reference this Section 1.7 and indicate that Tenant is
exercising its First Expansion Option, Second Expansion Option, or Third
Expansion Option, as the case may be, (ii) shall specify and identify the
Expansion Space which Tenant is electing to lease pursuant to its applicable
Expansion Option, and (iii) in the event that such Expansion Space does
not include all of the Rentable Area on the Designated Five Year Expansion
Floor, Designated Eight Year Expansion Floor or Designated Eleven Year
Expansion Floor, as applicable, shall identify the Rentable Area of the partial
floor space (the “Partial Floor Size”)
which Tenant is seeking to lease pursuant to its exercise of such Expansion
Option (which Partial Floor Size shall include no less than fifty percent (50%)
of the Rentable Area on any such floor) and shall otherwise be subject to the
provisions of Section 1.7.2.1, Section 1.7.2.2, or Section 1.7.2.3,
as applicable.  Any Expansion Exercise Notice delivered to Landlord by
Tenant that does not comply with each of conditions (i), (ii) and (iii) above
shall, at the election of Landlord, exercised by delivery of notice to Tenant
within ten (10) business days of Landlord’s receipt of Tenant’s Expansion
Exercise Notice, be null, void and of no force or effect.  If Tenant fails
to deliver the Expansion Exercise Notice with respect to a particular Expansion
Space within the time period specified above, Tenant shall have no further
right to lease such Expansion Space pursuant to this Section 1.7. 
If, within sixty (60) days after the date Tenant delivers an Expansion Exercise
Notice to Landlord, Landlord and Tenant have not mutually agreed upon the
Expansion Rent (as defined in Section 1.7.7, below) for the applicable
Expansion Space, then the parties shall follow the procedure, and the Expansion
Rent for such Expansion Space shall be determined as, set forth in Section 2.4.5
of this Lease.


 


1.7.5                        Designation of Expansion
Space.  Landlord
shall, on or before the date which is thirteen (13) months before the Target
Delivery Date set forth in Section 1.7.3 hereof (the “Scheduled Expansion Designation Date”),
with respect to the Five Year Expansion Space, Eight Year Expansion Space or
the Eleven Year Expansion Space, as the case may be, deliver notice to Tenant (“Expansion Designation Notice”), which
Expansion Designation Notice shall: (a) identify the Five Year Remainder
Space, the Eight Year Remainder Space, or the Eleven Year Remainder Space, as
the case may be, if any, (b) identify the Designated Five Year Expansion
Floor, the Designated Eight Year Expansion Floor or the Designated Eleven Year
Expansion Floor, as the case may be, (c) specify Landlord’s revision, if
any, of the Target Delivery Date with respect to such Expansion Space, and (d) identify
the Rentable Area of such Expansion Space (which Rentable Area shall have been
determined by Landlord in accordance with Section 1.3 above), and (e) identify
the applicable three (3) month Expansion Period.


 


1.7.6                        Delivery of Expansion Space.  Landlord shall use commercially
reasonable, good faith efforts to deliver to Tenant (consistent with the
requirements of Section 1.7.8) each Expansion Space upon the applicable
Target Delivery Date; provided, however, that in the event that Landlord is not
in a position to so deliver such Expansion Space because of a holdover in all
or a portion of such Expansion Space by a prior tenant of such space or because
of any Permitted Other Reason (defined in this Section 1.7.6, below),
Landlord shall not be in breach under this Lease (and otherwise shall have no
liability to Tenant), as long as with respect to (i) any delay in delivery
of possession due to a holdover tenant, Landlord shall use commercially
reasonable efforts to regain full possession of such Expansion Space
(including, without limitation, if a holdover continues for more than sixty
(60) days beyond the Target Delivery Date, filing of an unlawful detainer
action against such holdover tenant) and (ii) any other form of delay in
delivery of possession, Landlord uses commercially reasonable and good efforts
to deliver such Expansion Space as soon as reasonably possible (and the parties
hereto agree that Landlord shall be deemed not to have used commercially reasonable
and good faith efforts to deliver any Expansion Space upon the applicable
Target Delivery Date if Landlord shall fail to deliver any Expansion Space on
such date because Landlord has leased such space to any other person (other
than any prior lease where the prior tenant is a holdover tenant on such
date)).  “Permitted Other Reason”
shall mean any reason which is not within Landlord’s control; provided,
however, that for purposes of the application and interpretation of this Section 1.7.6,
any nonperformance of a reputable contractor engaged by Landlord shall be
deemed to be a “Permitted Other Reason.”


 


1.7.7                        Expansion Rent.  The annual Base Rent (as defined in
Item 4 of the Basic Lease Provisions), payable by Tenant for each Expansion
Space leased by Tenant (the “Expansion Rent”)
shall be equal to ninety-five percent (95%) of the FMRR (as defined in Section 2.4.3,
below) as of the Target Delivery Date for such Expansion Space; provided,
however, that in the case of an exercise of an Expansion Option by any
Permitted Assignee (defined in Section 2.4.1, below) that is not a
Qualified Tenant, the Expansion Rent shall be equal to one hundred percent
(100%) of the FMRR as of the Target Delivery Date for such Expansion
Space.  In addition to Base Rent, Tenant shall pay Additional Rent
(defined in Section 3.2, below) for each Expansion Space as set forth in Article 4
of this Lease.


 


1.7.8                        Construction In Expansion
Space.  Landlord shall deliver each Expansion
Space to Tenant in accordance with the terms of Section 1.1.2 of the Work
Letter.  The amount of any improvement allowance with respect to each
Expansion Space leased by Tenant shall be determined as part of the FMRR for
each such Expansion Space.


 


1.7.9                        Amendment to Lease.  If Tenant timely exercises its Expansion
Option for a particular Expansion Space as set forth herein, then, reasonably
promptly thereafter, Landlord and Tenant shall execute an


 


18

















 


amendment
to this Lease adding such Expansion Space to the Premises upon the same terms
and conditions as shall then apply to the Initial Premises, except as otherwise
set forth in this Section 1.7.  All provisions of the Lease which
vary based upon the rentable square footage and the usable square footage of
the Premises shall be adjusted to reflect the addition of such Expansion Space
to the Premises.  Subject to Section 1.3.4, the Rentable Area of any
such Expansion Space shall be as specified in the applicable Expansion
Designation Notice.  Tenant shall commence payment of the Expansion Rent
to Landlord and the term of this Lease as to each Expansion Space shall
commence upon that date (the “Expansion Space
Commencement Date”) which is the earlier to occur of (i) the
first date Tenant commences business occupancy of any portion of such Expansion
Space, or (ii) the date that falls on the last day of the Expansion Space
Construction Period (defined in this Section 1.7.9, below).  For
purposes of this Lease, the “Expansion Space
Construction Period” shall be the later to end of the period of: (a) one
hundred twenty (120) days from the date on which Landlord actually delivers the
Expansion Space to Tenant and (b) one hundred eighty (180) days from the
date on which Landlord delivers to Tenant the Expansion Designation Notice with
respect to such Expansion Space; provided, however, that in each case, the
applicable Expansion Space Construction Period shall be extended on a day for
day basis for each day of Force Majeure Delay or Landlord Delay (as defined in Section 5.1.3
of the Work Letter) incurred by Tenant in designing or achieving Substantial
Completion (defined in Section 5.3 of the Work Letter) of the Expansion
Space Improvements (as defined in Section 2.5 of the Work Letter) to be
constructed by Tenant in such Expansion Space. *


 


1.7.10                  No Material Default;
Termination of Expansion Rights.  The rights contained in this Section 1.7 shall be personal
to Qualified Tenants and may only be exercised by a Qualified Tenant or a
Permitted Assignee (and not by any other assignee, sublessee or other
Transferee (as defined in Section 15.1, below), of Tenant’s interest in
this Lease) on the condition (which condition may be waived by Landlord) that: (i) during
the fifteen (15) month period preceding the date on which Tenant (or a
Qualified Tenant or Permitted Assignee) delivers an Expansion Exercise Notice,
Tenant (or the Qualified Tenant or Permitted Assignee) shall not have exercised
any termination or space reduction right (including but not limited to,
pursuant to Section 1.9, below) set forth in this Lease and (ii) as
of the date on which Tenant (or a Qualified Tenant or Permitted Assignee)
delivers an Expansion Exercise Notice, and as of the scheduled delivery date
for the applicable Expansion Space, (a) there shall exist no uncured Event
of Default by Tenant hereunder and (b) this Lease shall not have been
otherwise terminated.


 


1.8                                 Right of First Offer.


 


1.8.1                        First Offer Space.  Subject to Section 1.8.3.2 below,
Tenant or a Qualified Tenant only (and not any other Transferee) shall have a
continuing right of first offer


 


1.8.2                        Subordination to Superior
Rights. 
Notwithstanding the foregoing, all RFO Rights of Tenant set forth in this Section 1.8
shall be subordinate to (a) all expansion and/or renewal rights of any
type which are set forth in all leases of space in the Project as of the
Effective Date and (b) all expansion and/or renewal rights (which, for
purposes of application of this clause (b) only, shall not include any
rights of first offer) granted to any tenant leasing any space in the Project
following the Effective Date (each such expansion and/or renewal right to which
the RFO Rights of Tenant under this Section 1.8 shall be subordinate is
referred to herein as a “Superior Right”);
provided, however, that an extension of the term or expansion of the premises
subject to a particular lease of another tenant shall be deemed both properly
exercised and a “Superior Right” if: (i) there is an express grant of an
expansion or renewal right (of any type) in the lease of such other tenant and
due exercise thereof occurs, or (ii) an extension of the term or expansion
of the premises of such other tenant is agreed to by Landlord and such other
tenant in lieu of (or in substitution for) exercise of an express right to
extent or expand (of any type) set forth in the lease of such other tenant in a
binding document, prior to the date thirty (30) days following the deadline for
exercise of the express right in question, without regard to whether (a) such
Superior Right is exercised pursuant to an express written expansion or renewal
provision in such existing lease, or (b) such extension or expansion is
consummated pursuant to a lease amendment or a new lease.  The holders of
such Superior Rights are referred to herein collectively, as the “Superior Right Holders.”  Tenant’s
RFO Rights shall be on the terms and conditions set forth in this Section 1.8.
 As of Effective Date, the Superior Rights and the Superior Right Holders
with respect to the Potential First Offer Space are only as set forth in Exhibit “F” attached hereto.


 


1.8.3                        Procedure for Offer and
Acceptance.


 


1.8.3.1               Tenant’s Request For Notice
of Availability.  At
any time during the Term of this Lease, but not more frequently than (subject
to Section 1.8.3.4) once during any six (6) month period. 
Tenant may deliver to Landlord a written request (“Request for Notice of Availability”), which request shall: (i) expressly
reference this Section 1.8 and Landlord’s requirement to respond in
writing to such request within thirty (30) days of receipt as provided below; (ii) designate:
(x) the number of floors of new office space requested by Tenant in full
floor increments and/or (y) if Tenant desires less than a full floor,
designate the amount (in approximate Rentable Area) so requested by Tenant
(which in no case shall be less than fifty percent (50%) of the Rentable Area
of a floor) (“Qualifying Partial Floor”)
(“Tenant’s Area Request”); and (iii) request
that Landlord identify all Potential First Offer Space that is Available for
Lease (defined in this Section 1.8.3.1, below) in accordance with this Section 1.8. 
Any Request for Notice of Availability delivered by Tenant that does not comply
with each of conditions (i), (ii) and (iii) above shall, at the
election of Landlord, exercised by notice given to Tenant by Landlord within
ten (10) business days after Landlord’s receipt of Tenant’s Request for
Notice of Availability, be rendered null, void and of no force or effect. 
Potential First Offer Space shall be “Available
for Lease” if, as of the date of Landlord’s Notice of Availability
(defined in Section 1.8.3.2, below) (or Revised Notice of Availability
(defined in Section 1.8.3.4, below)); (a) such space is either: (1) vacant
(as a result of scheduled expiration or unscheduled termination of the lease
previously encumbering such space or otherwise) and is not subject to any
Superior Right which either: (A) requires that such Superior Right be
satisfied prior to offering a lease of such space to Tenant (either
specifically or to tenants or other third parties generally) or (B) contemplates
occupancy of the space in question by the Superior Right Holder within twenty
four (24) months of such date (an “Immediate
Superior Right”) or (2) scheduled to become vacant within
twelve (12) months of such date (as a result of the scheduled expiration of the
term of the lease then currently


 


19

















 


encumbering
such space) and is not subject to any Immediate Superior Right, and (b) such
space is not then subject to Other Tenant Discussions (as defined in this Section 1.8.3.1).
“Other Tenant Discussions” means
ongoing discussions between Landlord and a prospective tenant, as evidenced by
at least three (3) written communications (including at least one (1) communication
from each party) delivered by one such party to the other (which must be in the
form of a proposal, term sheet, lease draft, letter of intent, request for
proposal or comparable document) (i.e., the sequence of delivery of a request
for proposal by the prospective tenant, delivery of a proposal by the Landlord,
and delivery of a proposal response or counterproposal by the prospective
tenant would qualify as Other Tenant Discussions).


 


1.8.3.2               Landlord’s Notice of
Availability. 
Within thirty (30) days of Landlord’s receipt from Tenant of a Request for
Notice of Availability, Landlord shall, subject to the provisions of this Section 1.8.3.2,
through delivery of a written notice delivered to Tenant (a “Notice of Availability”);


 


(i)                                     Subject to paragraphs (ii) and (iii) below,
offer to lease to Tenant all blocks of space (“Block
of Space”) within the Potential First Offer Space that both (a) conform
to Tenant’s Area Request (or are not more than two thousand (2,000) square feet
of Rentable Area larger or smaller in size than Tenant’s Area Request specified
in Tenant’s Request for Notice of Availability, but if smaller, are not less
than one-half (1/2) of a floor and (b) are, as of the date of Landlord’s
Notice of Availability, Available for Lease (each such offered Block of Space
is referred to herein as “Offered Available
Space,” and each Offered Available Space shall be only in any
configuration in which Landlord is, at such time, in Landlord’s sole and
absolute discretion, willing to lease such space; provided, however, that if
Tenant requests any full floor of space in a Request for Notice of Availability
and if Landlord has any full floor Available for Lease at such time, Landlord’s
Notice of Availability must include one (1) full floor Block of Space as
Offered Available Space);


 


(ii)                                  Notwithstanding any provision of this Lease
to the contrary, in the event that (a) Tenant’s Area Request is for less
than a full floor, and (b) as of the date of Landlord’s Notice of
Availability, Tenant shall be leasing less than all of the Rentable Area on any
floor within the South Tower, (c) a portion of such floor shall remain
unleased (“Remaining Space”) and (d) Tenant
is the only tenant leasing space on such floor, Landlord may require (but shall
not be obligated to require) Tenant to lease all of such Remaining Space prior
to leasing any additional space pursuant to this Section 1.8;


 


(iii)                                If Landlord has more
than one (1) Block of Space in the South Tower below the fortieth (40th)
floor of the South Tower which is approximately the same size as (not more than
two thousand (2,000) square feet of Rentable Area larger or smaller than)
Tenant’s Area Request specified in Tenant’s Request for Notice of Availability,
Landlord shall be entitled to offer just one of such Blocks of Space (selected
by Landlord in its sole and absolute discretion) as the Offered Available Space
to Tenant in its Notice of Availability (in satisfaction of its obligation to
offer space under this Section 1.8.3.2); provided, however, if any such
Blocks of Space are encumbered by Superior Rights (which are not Immediate
Superior Rights) Landlord shall not offer to Tenant a Block of Space that is
encumbered with more (or less favorable) Superior Rights than the other Block
or Blocks of Space otherwise Available for Lease.


 


If Landlord’s Notice of Availability offers to
Tenant any Offered Available Space (or Offered Available Spaces), subject to
the provisions of this Section 1.8, such Notice of Availability shall
also; (a) state the First Offer Rent (defined in Section 1.8.4,
below), (b) state the lease term, (c) provide a general description
of the other material terms upon which Landlord is willing to lease each such
Offered Available Space to Tenant, (d) identify the estimated delivery date
for each such Offered Available Space (each a “Scheduled
Offered Available Space Delivery Date”), and (e) identify each
such Superior Right that is then applicable to such space.


 


1.8.3.3               Acceptance by Tenant.  Tenant shall have right, by delivering
to Landlord a written notice (“Available
Space Acceptance Notice”) within ten (10) business days after
Landlord’s delivery of a Notice of Availability, to lease the Offered Available
Space (or Offered Available Spaces) identified in such Notice of Availability
on the terms contained in such notice (subject to the provisions of this Section 1.8)
and subject to the Superior Rights applicable to each such space.  During
such ten (10) business day period, Tenant shall have the right to
reasonably inspect (at times and in a manner reasonably agreed between Landlord
and Tenant) the Offered Available Spaces.  If, in any Available Space
Acceptance Notice, Tenant notifies Landlord that it does not, at its option,
accept the First Offer Rent set forth in the Notice of Availability, the
parties shall follow the procedure, and the First Offer Rent shall be
determined as set forth in Section 2.4.5 of this Lease.  In the event
that Tenant does not deliver an Available Space Acceptance Notice to Landlord
within such ten (10) business day period, Tenant shall be deemed to have
waived its right to lease any of the Offered Available Spaces identified in the
applicable Notice of Availability (provided, however, that any such Offered
Available Space or Offer Available Spaces identified in any such Notice of
Availability shall, at any time which is six (6) months after the
expiration of such ten (10) day period, once again become Potential First
Offer Space with respect to which Tenant may deliver a Request for Notice of
Availability), and, subject to Section 1.8.3.4, below, Landlord shall be
free to lease the spaces described in the Notice of Availability (and all other
Potential First Offer Space) to anyone to whom Landlord desires on any terms
Landlord desires, and any such tenant or occupant to whom Landlord leases such
space shall be a Superior Right Holder, and any such lease, together with any
renewal or expansion rights granted therein, shall be a Superior Right. 
In the event that Tenant elects to lease any Offered Available Space that is a
Qualifying Partial Floor, Landlord shall perform all required Demising Work
with respect to such Offered Available Space, and Tenant shall, within thirty
(30) days of receipt of Landlord’s request therefor, reimburse Landlord for
Tenant’s pro-rata share of Landlord’s actual costs and expenses of performing
such Demising Work (with Tenant’s pro rata share being equal to a fraction, the
numerator of which is the Rentable Area within the applicable Offered Available
Space and the denominator of which is the total Rentable Area of the floor on
which such Offered Available Space is located).


 


1.8.3.4               Revised Notice of
Availability.  In
the event that: (i) any Notice of Availability identifies only an Offered
Available Space (or Offered Available Spaces) that is (or are) larger than (by
more than two thousand (2,000) square feet of Rentable Area) the space that was
requested by Tenant in its corresponding Request for Notice of Availability, (ii) Tenant
does not lease any of such spaces pursuant to Section 1.8.3.3 and, (iii) within
six (6) months following Landlord’s delivery of such Notice of
Availability, Landlord


 


20

















 


determines
that it will divide any Offered Available Space identified in such Notice of
Availability into smaller blocks of space, Landlord shall, with respect to the
first such break up of such space (and only the first such break up) deliver to
Tenant a new notice (a “Revised Notice of
Availability”) identifying the smaller blocks of space into which
such Offered Available Space has been divided (and each such space shall be an
Offered Available Space) and offering to lease such spaces to Tenant as Offered
Available Space.  Subject to the provisions of this Section 1.8, any
such Revised Notice of Availability shall also: (a) state the First Offer
Rent, (b) state the lease term, (c) provide a general description of
the other material terms upon which Landlord is willing to lease such Offered
Available Spaces to Tenant, (d) identify the Scheduled Offered Available
Space Delivery Date for each such Offered Available Space, and (e) provide
all other information required for a Notice of Availability under Section 1.8.3.2). 
Tenant shall have the right, by delivering to Landlord a written notice (“Revised Available Space Acceptance Notice”)
within five (5) business days after Landlord’s delivery of a Revised
Notice of Availability, to lease any Offered Available Space identified in the
Revised Notice of Availability on the terms contained in such notice (subject
to the provisions of this Section 1.8).  During such five (5) business
day period, Tenant shall have the right to reasonably inspect (at times and in
a manner reasonably agreed between Landlord and Tenant) each Offered Available
Space that is being offered by such notice.  If, in any Revised Available
Space Acceptance Notice, Tenant notifies Landlord that it does not, at its
option, accept the First Offer Rent set forth in the Revised Notice of
Availability, the parties shall follow the procedure, and the First Offer Rent
shall be determined as, set forth in Section 2.4.5 of this Lease.  In
the event that Tenant does not deliver a Revised Available Space Acceptance
Notice to Landlord within such five (5) business day period, Tenant shall
be deemed to have waived for six (6) months following the expiration of
such five (5) business day period its right to lease any Offered Available
Space identified in the applicable Revised Notice of Availability, and Landlord
shall be free to lease the space described in the Revised Notice of
Availability (and all other Potential First Offer Space) to anyone to whom
Landlord desires on any terms Landlord desires, and any such tenant or occupant
to whom Landlord leases such space shall be a Superior Right Holder, and any
such lease, together with any renewal or expansion rights granted therein,
shall be a Superior Right, and Tenant shall have no right to deliver any new
Request for Notice of Availability for six (6) months following the
expiration of such five (5) business day period


 


1.8.4                        First Offer Rent.  The base rent (the “First Offer Rent”) payable by Tenant for
each Offered Available Space leased by Tenant pursuant to this Section 1.8
(“Leased RFO Space”) shall be


 


*


 


1.8.5                        Term.  The term of any lease with respect to
any Leased RFO Space leased by Tenant pursuant to this Section 1.8 shall
commence on the Available Space Commencement Date (defined in Section 1.8.7,
below) with respect to such Leased RFO Space and shall expire on the earlier
of: (a) the Expiration Date or (b) the date that Landlord reasonably
determines it needs to require possession of such space be returned by Tenant
to Landlord in order to deliver such Leased RFO Space to a Superior Right
Holder (assuming such Superior Right Holder duly exercises its Superior Right
and Tenant was correctly advised of such Superior Right at the time Tenant
exercised its RFO Rights with respect to such Leased RFO Space); provided,
however, that if the Scheduled Available Space Commencement Date (defined in Section 1.8.7,
below) is less than sixty (60) months before the Expiration Date, Landlord may,
at Landlord’s option, require that any lease by Tenant of such Offered
Available Space be for a term of sixty (60) months, in which case, the term of
the lease with respect to such Leased RFO Space shall expire on the date that
is sixty (60) months after the Available Space Commencement Date with respect
to such space.


 


1.8.6                        Construction in Leased RFO
Space.  Tenant shall lease each Leased RFO
Space in its “As Is,” “with all faults” condition, and the construction of
improvements in the Leased RFO Space shall comply with the terms of Article 10
of this Lease.  The condition of any Leased RFO Space as of the delivery
of such space to Tenant shall be a consideration in the determination of the
FMRR for such space.  In the event that Landlord fails to deliver to
Tenant possession of a particular portion of any Leased RFO Space within six (6) months
after the Scheduled Offered Available Space Delivery Date for such Leased RFO
Space (as identified in the Notice of Availability applicable to such space),
Tenant shall have the option, by delivering written notice to Landlord within
ten (10) business days after the end of such six (6) month period, to
terminate Tenant’s lease of such particular Leased RFO Space.  If Tenant
does not elect to terminate its lease of such Leased RFO Space during such ten (10) business
day period, and Landlord fails to deliver the applicable Leased RFO Space
during the calendar month following the end of such ten (10) business day
period, then until such time as Landlord does deliver the applicable Leased RFO
Space, Tenant shall continue to have the option, by delivering written notice
to Landlord within ten (10) business days after the end of such first
calendar month and of each successive calendar month thereafter, to terminate
Tenant’s election (pursuant to this Section 1.8) to lease such particular
Leased RFO Space.  Provided that Landlord uses commercially reasonable
efforts to deliver any Leased RFO Space to Tenant in a timely manner, Landlord
shall not be liable to Tenant for any loss or damage resulting from Landlord’s
failure to deliver possession of such Leased RFO Space on any particular date;
provided, however, that for purposes of this Section 1.8.6. “commercially
reasonable efforts” shall include the commencement and diligent prosecution of
unlawful detainer proceedings against any holdover tenants of such Leased RFO
Space if any such holdover continues for more than sixty (60) days after the
date on which any such tenants’ rights to occupy (pursuant to a lease or
otherwise) any such Leased RFO Space expire; provided, further, however. 
Landlord’s obligation to so commence and pursue unlawful detainer litigation
shall be subject to compliance with the Provisions, if any, of the lease or
leases of any such holdover tenants which restrict or otherwise limit Landlord’s
rights to pursue unlawful detainer litigation against such holdover tenants
(and the parties hereto agree that Landlord shall be deemed not to have used
commercially reasonable efforts to deliver any Leased RFO Space in a timely
manner if Landlord shall fail to deliver such Expansion Space because Landlord
has leased such Leased RFO Space to another person at any time after Tenant
delivers the applicable Request for Notice of Availability (other than any
prior lease where the prior tenant is a holdover tenant on the Scheduled
Offered Available Space Delivery Date).


 


1.87                           Amendment to Lease.  If Tenant timely exercise Tenant’s RFO
Rights with respect to any particular Leased RFO Spaces as set forth herein,
Landlord and Tenant shall reasonably promptly thereafter execute an amendment
to this Lease for such Leased RFO Space upon the terms and conditions as set
forth in the First Offer Notice, subject to the provisions of this Section 1.8. 
Tenant shall commence payment of Rent for the Leased RFO Space in question, and
the term of the lease of such Leased RFO Space shall commence upon the date
(the “Available Space Commencement Date”)
which is the earlier to occur of : (i) the first date on which Tenant
commences business


 


21

















 


occupancy
of any portion of such Leased RFO Space, or (ii) the date that falls on
the last day of the Available Space Construction Period (defined in this Section 1.8.7,
below).  For purposes of this Lease, “Available
Space Construction Period” shall be the later to end of the period
of: (a) one hundred eighty (180) days from the date of Tenant’s receipt of
Landlord’s Notice of Availability or (b) one hundred twenty (120) days
from the date on which Landlord delivers possession of the Leased RFO Space to
Tenant (and the scheduled Available Space Commencement Date (“Scheduled Available Space Commencement Date”)
with respect to any such space shall be one hundred twenty (120) days after the
Scheduled Offered Available Space Delivery Date with respect to such space set
forth in the applicable Notice of Availability); provided, however, that in
each case the applicable Available Space Construction Period shall be extended
on a day for day basis for each day of Force Majeure Delay or Landlord Delay
incurred by Tenant in designing or achieving Substantial Completion of the
Improvements (defined in Section 11.2.2, below) to be constructed by
Tenant in any Leased RFO Space).  The Available Space Construction Period
shall be a consideration in determining the FMRR of such Leased RFO Space
incurred by Tenant in designing or achieving Substantial Completion of the
tenant improvements to be constructed by Tenant in such Leased RFO Space.


 


1.8.8                        Termination of Right of
First Offer.  The rights
contained in this Section 1.8 shall be personal to Original Tenant and any
Qualified Tenants and may only be exercised by Original Tenant or a Qualified
Tenant (and not any other assignee, sublessee or other Transferee of Tenant’s
interest in this Lease) on the condition (which condition may be waived by
Landlord) that: (i) during the fifteen (15) month period preceding the
date on which Tenant (or any Qualified Tenant) delivers a Request for Notice of
Availability, Tenant (or any Qualified Tenant) shall not have exercised any
termination or space reduction right (including but not limited to, pursuant to
Section 1.9 below), (ii) unless Tenant shall have exercised an
Extension Option (defined in Section 2.4.1, below) on or before the date
on which Tenant (or any Qualified Tenant) delivers a Request for Notice of
Availability, the Scheduled Available Space Commencement Date shall not occur
on a date that is less than twenty-four (24) months before the Expiration Date
and (iii) as of the date on which Tenant (or any Qualified Tenant)
delivers a Request for Notice of Availability, and as of the Scheduled Offered
Available Space Delivery Date for the applicable Leased RFO Space, (a) this
Lease shall not have been terminated and (b) there shall exist no uncured
Event of Default by Tenant.


 


1.9                                 Options to Reduce South
Tower Space.


 


1.9.1                        Subject to the provision of the Section 1.9,
Tenant or any Qualified Tenant only (and not any other assignee, sublessee or
other Transferee of Tenant’s interest in this Lease) shall have two (2) separate
options (each a “Reduction Option”)
to reduce the area of the Premises by deleting from the Premises one full floor
of space in the South Tower (i.e., one South Tower full floor per each
Reduction Option), as of: (i) in the case of the first Reduction Option
(the “First Reduction Option”),
the first day of the sixty-first (61st) calendar month of the Lease Term
following the Third Increment Commencement Date (“First Reduction Date”), and (ii) in the case of the
second Reduction Option (the “Second
Reduction Option”), the first day of the ninety-seventh (97th)
calendar month of the Lease Term following the Third Increment Commencement
Date (the “Second Reduction Date”);
provided, however, that the exercise and effectiveness of each such Reduction
Option shall be subject to full compliance with the following terms and
conditions, each of which shall be a condition precedent to Tenant’s right to
exercise a Reduction Option:


 


(i)                                     Notice.  Not less than nine (9) and not
more than twelve (12) months prior to the First Reduction Date or the Second
Reduction Date, as the case may be, Tenant shall deliver to Landlord written
notice (a “Reduction Notice”)
specifically referencing this Section 1.9 and stating that Tenant is
exercising the First Reduction Option or the Second Reduction Option, as the
case may be, and specifically identifying the floor within the South Tower
which Tenant is deleting from the Premises (the “Reduction Space”) pursuant to its exercise of such Reduction
Option.


 


(ii)                                  Requirement for Contiguity
of Remaining Space in Premises. 
Following deletion of any Reduction Space from the Premises pursuant to this Section 1.9,
the remainder of the Premises situated in the South Tower (the “Remainder Space”) must be comprised
entirely of contiguous floors within the South Tower (the “Contiguity Condition”); provided, however,
that: (a) any such Remainder Space shall be deemed to comply with the
Contiguity Condition notwithstanding the presence between any floors included
within the Remainder Space of any floors in the South Tower containing
mechanical equipment and (b) if Tenant leases hereunder any South Tower
Premises (“Subsequent Premises”)
in addition to those portions of the Premises identified in Items 2.1(i), (ii),
(iii), (iv) and (v) of the Basic Lease Provisions (collectively, “Initial Premises”), Tenant may select the
Reduction Space from: (1) a portion of the Subsequent Premises, in which
case Tenant shall not be required to comply with the Contiguity Condition or (2) the
Initial Premises, in which case, the Subsequent Premises may, at Tenant’s
option, be disregarded for purposes of determining compliance with the Contiguity
Condition.  Any attempt by Tenant to exercise a Reduction Option by
delivering a Reduction Notice identifying any Reduction Space that creates a
Remainder Space that does not comply with the requirements of this Section 1.9.1
(ii) shall, at the election of Landlord, exercised by notice given to
Tenant by Landlord within five (5) business days after Landlord’s receipt
of any Reduction Notice, be null and void and of no force or effect; provided,
however, in such case, Tenant shall be permitted an additional five (5) day
period to cure any such noncompliance.


 


(iii)                               Reduction Fee.  In the case where Tenant shall
exercise a particular Reduction Option, Tenant shall pay to Landlord prior to
the applicable Reduction Date in question (First Reduction Date, or Second
Reduction Date, as the case may be), an amount (the “Reduction Fee”) equal to the unamortized portion (as of the
First Reduction Date or the Second Reduction Date, as applicable) of the sum
of: (a) the Tenant Improvement Allowance (as defined in Section 2.1
of the Work Letter) allocable to the Reduction Space in question and (b) all
amounts paid as commissions to the Brokers (both Tenant’s Broker and Landlord’s
Broker) (as defined in Item 8 of the Basic Lease Provisions) allocable to the
Reduction Space in question, For purposes of this Section 1.9.1,
amortization of such amounts shall be determined (based upon the actual Base
Rent previously paid by Tenant) utilizing an interest rate of nine percent (9%)
per annum and a typical “mortgage rate” amortization of such amounts over the
Initial Term of the Lease utilizing equal monthly payments of interest and
principal.


 


(iv)                              No Default.  There shall be, as of the date on
which Tenant delivers a Reduction Notice and as of the date of the First
Reduction Date or the Second Reduction Date, as the case may be, no uncured
Event of Default by Tenant under this Lease.


 


22














 


1.9.2                        Effect of Exercise of Space
Reduction Option. 
Upon delivery by Tenant of a Reduction Notice:


 


(i)                                     As of the First Reduction Date or the Second
Reduction Date, as the case may be, and with respect to the Reduction Space
identified in such Reduction Notice (but only with respect to such Reduction
Space): (a) all of Tenant’s rights to Lease such Reduction Space pursuant
to this Lease (including, without limitation, pursuant to Section 2.4
below) shall be cancelled and terminated, (b) the terms of this Lease
shall be of no further force or effect, and (c) cash of Landlord and
Tenant shall be relieved of the respective obligations under this Lease, except
for those obligations set forth in this Lease which specifically survive the
expiration or earlier termination of this Lease, including, without limitation,
the payment by Tenant of all amounts owed by Tenant (including Additional Rent)
under this Lease, and the return to Tenant of any overpayments of Additional
Rent pursuant to Article 4, up to and including the First Reduction Date
or the Second Reduction Date, as the case may be; provided, however, that
notwithstanding any provision of this Lease to the contrary, for purposes of
determining the reduction of Base Rent (payable by Tenant under this Lease)
which shall be effected through exercise of any Reduction Option, such
reduction shall equal, for each month during the remainder of the Term, an
amount equal to the product of (A) the Rentable Area of the Reduction
Space in question, multiplied by (B) the First Increment Base Rental Rate,
as specified in the fourth (4th) column of Item 4.1 of the Basic Lease
Provisions.


 


(ii)                                  Tenant shall be deemed to have waived all of
its rights to expand the Premises, including without limitation, its right to
expand the Premises pursuant to Section 1.7 and/or Section 1.8 above
for the period beginning on the date on which Tenant delivers any Reduction
Notice and ending on the date that is fifteen (15) months following the First
Reduction Date or the Second Reduction Date, as the case may be, and during any
such period, (a) Tenant shall have no right to expand the Premises
pursuant to this Lease and (b) all such expansion rights, including but
not limited to, pursuant to Section 1.7 and/or Section 1.8 above,
shall be null, void and of no force or effect.


 


1.10                           Tenant’s Right to Operate
Automatic Teller Machines at Project.


 


1.10.1                  Grant of Tenant’s ATM Right.  Subject to the provisions of this Section 1.10,
on the condition that, and for so long as Original Tenant (or a Successor of
Original Tenant) shall continue to satisfy the Plaza Building Operating
Requirement (as defined in Section 28.5.4(ii) below), and subject to Section 1.10.4,
below, (a) Tenant shall have the right (“Tenant’s
ATM Right”), to install, operate and maintain: (i) two (2) Automatic
Teller Machines (“ATMs”) on the
exterior of the east wall of the Plaza Building in the location indicated on Exhibit “G” attached hereto (“Tenant’s Plaza Building ATM Location”) and
(ii) two (2) ATMs on the B-Level in the location indicated on Exhibit “H” attached hereto (“Tenant’s B-Level ATM Location”) and (b) such
rights to locate ATMs shall be the only rights granted by Landlord to operate
an ATM on the B-Level or in the Plaza Building, subject to any rights to do so
on the Plaza Building or on the B-Level under any leases of space affecting the
Project in effect as of the Effective Date; provided, however, that Landlord
shall be permitted from time to time to permit retail, restaurant or other
tenants located on the B-Level to operate ATMs within their respective premises
(so long as such ATMs are not accessible by the public without entry into such
tenant premises).


 


1.10.2                  Installation.  Tenant agrees to install (in operating
condition), and to commence operation of, its two (2) ATMs on the B-Level
and its two (2) ATMs on the Plaza Building prior to or on the date of its
commencement of business operations in the Plaza Building Space.  *


 


installing
maintaining, operating, repainting, replacing and removing each such ATM subject
to the ATM Rights, including, without limitation, all taxes or assessments in
any manner related to the existence, installation, income and/or operation of
such ATMs and the cost of all utility services used in connection with the
operation of the same.  The size, design, configuration and aesthetics of
each such ATM shall be subject to the reasonable prior written consent of
Landlord, which consent shall not be withheld, or conditioned if: (i) Tenant
satisfies all of the requirements of Article 10 applicable to Consent
Alterations (defined in Section 10.2, below) and (ii) the ATM in
question conforms to Tenant’s then current design criteria for ATMs and is
otherwise consistent with institutional custom and practice in the retail
banking industry.  Once Tenant installs a particular ATM, Tenant shall
continuously maintain such ATM, consistent with best practices in the retail
banking industry and otherwise in clean and neat conditions. 
Notwithstanding any provision of this Lease to the contrary, (a) upon
termination of Tenant’s rights hereunder to operate a particular ATM at a
particular location (and receipt by Tenant of Landlord’s request to remove such
ATM), or in any event prior to the expiration or sooner termination of this
Lease), Tenant shall, at its sole cost and expense, remove the ATM in question
and restore the area of the Project affected by the ATM (and its removal) to a
reasonable condition, and (b) Tenant shall comply, at Tenant’s sole cost
and expense, with all Laws applicable to the installation, alteration or
operation of any ATM installed by Tenant anywhere in the Project.


 


1.10.4                  Termination of Tenant’s ATM
Right.  Subject to the provisions of Section 1.10.5,
in the event that, at any time during the Term, Tenant ceases to satisfy the
Plaza Building Operating Requirement, Tenant’s ATM Right pursuant to Section 1.10.1
and all of Tenant’s rights pursuant to Section 19.3, below shall be deemed
to automatically terminate and to be of no further force or effect, and
Landlord shall have the right to grant to any other tenant or occupant of the
Project (or any other third party) the right to install, operate and maintain
one or more ATMs in any location in the Project, including, but not limited to,
in Tenant’s Plaza Building ATM Location and/or Tenant’s B-Level ATM
Location.  Additionally, in the event that, at any time during the Term,
Tenant ceases to operate any of its ATMs located at either: (a) Tenant’s
Plaza Building ATM Location or (b) Tenant’s B-Level ATM Location, Landlord
may, upon five (5) days written notice to Tenant, terminate Tenant’s ATM
Right under Section 1.10.1 with respect to such ATM (or ATMs, if both ATMs
at such location are not so operated) at such location and grant to any other
tenant or occupant of the Project (or to any other third party), the right to
install, operate and maintain an ATM at such location (or two ATMs at such
location, if Tenant has ceased to operate both ATMs at such location).


 


23

















 


1.10.5                  Special Exceptions.  Notwithstanding any provision of Section 1.10.4
to the contrary, on the condition that and so long as Tenant continues to
satisfy the South Tower Occupancy Requirement (as defined in Section 28.5.4,
below), Tenant shall have the right (“Tenant’s
Additional ATM Right”), but not the obligation, to install, operate
and maintain one (1) ATM in that portion of the A-Level below the South
Tower (the “A-Level ATM Area”)
shown on Exhibit “JJ”
attached hereto (and in a specific location mutually and reasonably agreed to
by Landlord and Tenant).  Subject to Section 1.10.5, so long as
Tenant continues to satisfy the South Tower Occupancy Requirement, such rights
to locate an ATM in the A-Level ATM Area shall be the only rights granted by
Landlord in such A-Level ATM Area.  In the event that at any time during
the Term: (a) Tenant ceases to satisfy the South Tower Occupancy
Requirement, Tenant’s Additional ATM Right pursuant to this Section 1.10.5
(and all other rights under this Section 1.10.5) shall be deemed to
automatically terminate and to be of no further force or effect, Landlord shall
have the right to require Tenant, at Tenant’s sole cost and expense, to
immediately remove all ATMs installed pursuant to this Section 1.10 (and
restore all areas of the Project affected by such installation and/or removal
to their condition existing immediately before the installation of the ATMs in
question, and Landlord shall have the right to grant to any third party the
right to install, operate and maintain ATMs in such location (or anywhere on
A-Level) and (b) if Tenant subleases the Plaza Building Space to an
independent third party bank (and if Landlord shall not exercise its Section 15.2.4
Recapture Right (defined in Section 15.2.4, below), notwithstanding anything
herein to the contrary, such bank subtenant of Tenant shall be permitted to
install, maintain and operate (or continue to install, maintain and operate a
maximum of two (2) ATMs located in the wall of the Plaza Building at the
location shown on Exhibit “G”
attached hereto (or another location in or on the Plaza Building proximate to
the Plaza Building Space).  In the event that Landlord grants any other
tenant of the Project or any third party any right to install and operate an
ATM or ATMs in that portion of the ground floor lobby of the North Tower shown
on Exhibit “KK”
attached hereto, Tenant shall have a right to install an ATM or ATMs in the
corresponding portion of the ground floor lobby of the South Tower shown on Exhibit “LL” attached hereto on the same terms
and conditions as granted to such other tenant or person with respect to
installation and operation of an ATM or ATMs in the ground floor lobby of the
North Tower.


 


1.10.6                  Bank of America Rights.  Notwithstanding any provision of this
Lease to the contrary, each and all of Tenant’s rights under this Section 1.10
shall be subordinate to the rights of Bank of America, NTSA (“BofA”) under that certain lease between
Landlord’s predecessor-in-interest, and BofA, as described in Exhibit “Y”, attached hereto (the “BofA Lease”), until BofA’s occupancy in
the Project under such lease shall terminate (and such lease shall terminate),
and until such time, none of Tenant’s rights under this Section 1.10 shall
be effective; provided, however, that Landlord agrees that Landlord will not
amend the BofA Lease in any manner, or otherwise agree to an extension of the
BofA Lease, which will extend any right of BofA with respect to the Project in
any manner that will further delay the commencement of Tenant’s rights under
this Section 1.10.  The BofA Lease is scheduled, by its terms, to
expire on September 15, 2004.


 


ARTICLE 2 -
TERM


 


2.1                                 Term.


 


2.1.1                        Initial Term; Term.  Unless earlier terminated in
accordance with the provisions hereof, the Initial Term of this Lease shall be
the period shown in Item 3.1 of the Basic Lease Provisions.  As used
herein, “Term” shall refer to the
Initial Term and any Extension Term(s) (as defined in Section 2.4,
below) duly exercised by Tenant.


 


2.1.2                        Lease Year. 
For purpose of this Lease, the term “Lease
Year” shall mean each consecutive twelve (12) month period during
the Lease Term; provided, however, that the first Lease Year shall commence on
the First Increment Commencement Date and shall end on the last day of the
twelfth (12th) month thereafter, and the second Lease Year (and each succeeding
Lease Year thereafter) shall commence on the first day of the next calendar
month.


 


2.2                                 Commencement.


 


The Term shall commence on the First Increment
Commencement Date as defined in Item 3.4 of the Basic Lease Provisions;
provided, however, that in the event the Term with respect to any Increment of
Space shall commence on a day other than (following the Commencement Date for
each Increment of Space) the first day of any calendar month, for purposes of
calculating all scheduled increases in Base Rent during the Term with respect
to such Increment of Space, the First Increment Commencement Date, the Second
Increment Commencement Date, the Plaza Building Commencement Date, the Third
Increment Commencement Date or the Fourth Increment Commencement Date, as
applicable, shall be deemed to occur on the first day of the calendar month
following such Commencement Date for such Increment of Space.  This Lease
shall be a binding contractual obligation effective upon execution hereof by
Landlord and Tenant notwithstanding the later commencement of the Term of this
Lease.  At any time during the Lease Term, Landlord may deliver to Tenant
a notice in the form as set in Exhibit “B” attached hereto, as a confirmation only of the
information set forth therein, which Tenant shall execute and return to
Landlord within fifteen (15) days of receipt thereof; provided that if such
notice is not factually correct, then Tenant shall make such changes as are
necessary to make such notice factually correct and shall thereafter return
such notice to Landlord with said fifteen (15) day period.


 


2.3                                 Delay in Delivery.


 


2.3.1                        Generally. 
Landlord shall use commercially reasonable efforts to deliver possession of
each floor within each Increment of Space to Tenant in the Delivery Condition
required by the Work Letter for such Increment of Space during the Delivery
Window for such Increment of Space as specified in Item 3.3 of the Basic Lease
Provisions; provided, however, that in the event such delivery of possession of
any floor within any Increment of Space is delayed for any reason, this Lease
shall not be void or voidable (or terminable by Tenant) in whole, in part or
with respect to any part or portion of the Increment of Space or the Premises,
the Term of this Lease shall not be extended, and subject to the provisions of
Sections 2.3.2 through 2.3.6 inclusive, Landlord shall not be liable to Tenant
for any loss or damage resulting from such delay or from the failure of the delivery
of possession of such Increment of Space to occur on any particular date;
provided, however, that for purposes of this Section 2.3, “commercially


 


24

















 


reasonable
efforts” shall include: (i) appointment of a specific member of Landlord’s
construction management staff to specifically monitor and supervise all efforts
of Landlord in: (A) coordinating with existing tenants who currently
occupy any portion of any Increment of Space in question in order to facilitate
the timely vacation of such occupied space by such tenants on a timely basis, (B) performing
all Base Building Work, as that term is defined in the Work Letter so as to
facilitate a timely completion of such work, and (C) coordinating with
Tenant to facilitate Tenant’s commencement of construction of tenant
improvements in each such Increment of Space and (ii) the commencement and
diligent prosecution of unlawful detainer proceedings against any holdover
tenant or tenants holding over in any such Increment of Space if any such
holdover continues for more than sixty (60) days after the commencement of a
particular Delivery Window; provided, however, that Landlord’s obligation to so
commence and pursue unlawful detainer litigation shall be subject to compliance
with the provisions, if any, of the lease or leases of any such holdover
tenants which restrict or otherwise limit Landlord’s rights to pursue unlawful
detainer litigation against such holdover tenants.


 


2.3.2                        First Increment Office Space.  Notwithstanding anything to the
contrary set forth in Section 2.3.1, above, in the event that Landlord
shall fail to deliver possession of any floor of space within the First
Increment Office Space on or prior to the First Increment Delivery Penalty
Date, which First Increment Delivery Penalty Date shall be extended on a day
for day basis for each day or partial day of Force Majeure Delay and/or Tenant
Delay incurred by Landlord in obtaining possession such floor or completing the
Minimum Base Building Work (or otherwise achieving Delivery Condition) with
respect thereto.  *


 


2.3.3                        Second Increment Office Space.  Notwithstanding anything to the
contrary set forth in Section 2.3.1, above, in the event that Landlord
shall fail to deliver possession of any floor of space within the Second
Increment Office Space on or prior to the Second Increment Delivery Penalty
Date, which Second Increment Delivery Penalty Date shall be extended on a day
for day basis for each day or partial day of Force Majeure Delay and/or Tenant
Delay incurred by Landlord in obtaining possession of such floor or completing
the Minimum Base Building Work (or otherwise achieving Delivery Condition) with
respect thereto.  *


 


2.3.4                        Plaza Building Space.  Notwithstanding anything to the contrary set forth in Section 2.3.1,
above, in the event that Landlord shall fail to deliver possession of the Plaza
Building Space on or prior to the Plaza Building Delivery Penalty Date, which
Plaza Building Delivery Penalty Date shall be extended on a day for day basis
for each day or partial day of Force Majeure Delay and/or Tenant Delay incurred
by Landlord in obtaining possession of the Plaza Building Space or in
completing the Minimum Base Building Work (or otherwise achieving Delivery
Condition) with respect thereto, *


 


2.3.5                        Third Increment Office Space.  Notwithstanding anything to the contrary set forth in Section 2.3.1,
above, in the event that Landlord shall fail to deliver possession of any floor
of space within the Third Increment Office Space on or prior to the Third
Increment Delivery Penalty Date, which Third Increment Delivery Penalty Date
shall be extended on a day for day basis for each day or partial day of Force
Majeure Delay and/or Tenant Delay incurred by Landlord in obtaining possession
of such floor or completing the Minimum Base Building Work (or otherwise
achieving Delivery Condition) with respect thereto, *


 


2.3.6                        Fourth Increment Office Space.  Notwithstanding anything to the contrary set forth in Section 2.3.1,
above, in the event that Landlord shall fail to deliver possession of any floor
of space within the Fourth Increment Office Space on or prior to the Fourth
Increment Delivery Penalty Date, which Fourth Increment Delivery Penalty Date
shall be extended on a day for day basis for each day or partial day of Force
Majeure Delay and/or Tenant Delay incurred by Landlord in obtaining possession
of such floor or completing the Minimum Base Building Work (or otherwise
achieving Delivery Condition) with respect thereto, *


 


2.4                                 Options to Extend.


 


2.4.1                        Grant of Options.  Subject to the provisions of this Section 2.4, Landlord hereby
grants to Tenant, for exercise only by the Original Tenant or a Permitted
Assignee (defined in this Section 2.4.1, below), four (4) options to
extend the Term (each an “Extension Option”)
for a period of sixty (60) months in each case (each, an “Extension Term”) with respect to the
Premises subject to this Lease immediately prior to such Extension Term.Each
such Extension Option shall be exercisable by written notice (a “Renewal Notice”) delivered by Tenant to
Landlord as provided in Section 2.4.4, provided that, as of the date of
delivery of such Renewal Notice, there is not then outstanding a Material
Default (defined in this Section 2.4.1. below) by Tenant, which remains
uncured.Subject


 


25

















 


to
the provisions of this Lease, upon the exercise of an Extension Option, the
Term, as it applies to the Premises being extended pursuant to such exercise (“Extension Premises”), shall be extended
for a period of sixty (60) months.The rights contained in this Section 2.4
shall be personal to the Original Tenant and any Permitted Assignee, and may
not be exercised by any other assignee, sublessee or transferee of Tenant’s
interest in this Lease and then only if Original Tenant or such Permitted
Assignee then Occupies (defined in this Section 2.4.1, below) at least
four (4) full floors of the South Tower.Any attempted exercise of any
Extension Option under any other circumstances shall, at the election of
Landlord, exercised by notice to Tenant given within ten (10) business
days after Landlord’s receipt of a Renewal Notice, be null and void and of no
force or effect.In connection with Tenant’s exercise of each Extension Option,
Tenant shall have the right (the “Partial
Renewal Right”), at Tenant’s sole option, to reduce the size of the
Premises, by deleting from the Premises then subject to this Lease, all of
and/or a portion of the South Tower Premises and/or all of the Plaza Building Space
for such Extension Term (and for all subsequent Extension Terms), in accordance
with the terms of (and to the extent permitted by) Section 2.4.4.2
below.As used in this Section 2.4, a “Material
Default” shall mean any Event of Default under Sections 16.1.1 or
16.1.2 of this Lease or any material Event of Default under Section 16.1.3
of this Lease.For Purposes of this Lease, a “Permitted
Assignee” shall mean any assignee of all of Tenant’s interest in the
Lease which is either properly approved by Landlord in accordance herewith, or
is otherwise the subject of an assignment which is permitted without the
approval of Landlord in accordance with, the terms of Section 15.8,
below.For purposes of this Lease, “Occupy,”
“Occupies,” and “Occupying” shall mean, as to each part or
portion of the Premises, that as of a particular date: (i) Tenant shall
have leased such portion of the Premises, (ii) Tenant shall not have
assigned this Lease or any part thereof to anyone other than a Successor or
Affiliate of Tenant and (iii) Tenant shall not then be subleasing such
portion of the Premises (so that, for example, in the case of the South Tower
Occupancy Requirement set forth in Section 28.5.4(i), below. *


 


2.4.2                        Extension Term Annual Base Rent.


 


2.4.2.1               South Tower Premises.  The annual base rent payable for the South Tower Extension Premises
(defined in this Section 2.4.2.1, below) during any Extension Term (the “South Tower Extension Term Annual Base Rent”)
shall be equal to: (i) in the case of an exercise of an Extension Option
by Tenant or any Qualified Tenant, the Rentable Area of the South Tower
Expansion Premises, multiplied by * * or the South Tower Extension Premises as
of the first day of the applicable Extension term (each an “Adjustment Date”), as determined in
accordance with this Section 2.4 or (ii) in the case of an exercise
of an Extension Option by any Permitted Assignee that is not a Qualified
Tenant, the Rentable Area of the South Tower Extension Premises then subject to
this Lease, multiplied by * (for the South Tower Extension Premises as of the
applicable Adjustment Date. The “South Tower
Extension Premises” shall mean, with respect to any particular
Extension Option, that portion of the South Tower Premises (as the same exists
on the date of exercise of such Extension Option) as to which such Extension
Option is exercised by Tenant.


 


2.4.2.2               Plaza Building Space.  The annual base rent payable for the Plaza Building Space during any
Extension Term (the “Plaza Extension Term
Annual Base Rent”) shall be equal to: (a) in the case of
exercise of any Extension Option by Tenant or any Qualified Tenant, the
Rentable Area of the Plaza Building Space multiplied by * for the Plaza
Building Space as of the applicable Adjustment Date, as determined in
accordance with this Section 2.4, or (b) in the case of the exercise
of an Extension Option by a Permitted Assignee that is not a Qualified Tenant,
the Rentable Area of the Plaza Building Space, multiplied by * for the Plaza
Building Space as of the applicable Adjustment Date, as determined in
accordance with this Section 2.4.


 


2.4.3                        Definition of FMRR.


 


(a)                                  The “FMRR”
of the South Tower Extension Premises for a particular Extension Term (or with
respect to any Expansion Space or Leased RFO Space) shall be equal to the annual
base rental rate per square foot of Rentable Area at which willing
sophisticated tenants and willing sophisticated landlords are leasing, as of a
particular time in arms-length transactions, non-sublease, non-encumbered,
non-equity, non-expansion (unless pursuant to a comparable definition of FMRR),
non-renewal space (unless pursuant to a comparable definition of FMRR)
comparable in size (or, with respect to the determination of the South Tower
Extension Term Annual Base Rent only, transactions of between 100,000 and
300,000 rentable square feet of space), location, floor height and quality to
the South Tower Extension Premises, Expansion Space or Leased RFO Space (or
other premises) in question, as the case may be, with a commencement date not
more than fourteen (14) months prior to the Commencement Date, as applicable
(the “Comparable Transactions”) in
the Project or, if there are not sufficient Comparable Transactions in the
Project, in the Comparable Buildings (as defined in this Section 2.4.3,
below), with appropriate adjustments to account for differences in the
Adjustment Factors (defined in this Section 2.4.3, below) and all other
factors reasonably relevant to a fair market rent determination.In any
determination of FMRR, appropriate consideration should be given to any
reasonably relevant factor (or difference in the subject transaction or
Comparable Transactions used for purposes of comparison), including, without
limitation, the following factors (the “Adjustment
Factors”): (a) monthly base rental rates per rentable square
foot, (b) abatement provisions reflecting free rent during the lease term
(but in connection with determining the Extension Term Annual Base Rent
(defined in Section 2.4.5, below) only, not including construction time
preceding the commencement of business by tenants in the Comparable
Transactions); (c) the size, location and floor height of the premises
being leased; (d) the condition and market value of the existing tenant
improvements, if any, (and accompanying base building condition) from a general
market perspective to a business office user (and without regard to their
value, usability or function to Tenant (or to any tenant in any Comparable
Transaction)) (and without regard to the fact that Tenant is occupying the Premises),
and the existence and amount of any tenant improvement or comparable allowance;
(e) the existence and amount of any other cash payment or other equivalent
concession including, without limitation, moving allowances, lease takeover
allowances (or where a lease assumption is applicable the value thereof) and
any comparable tenant inducement; (f) the existence of favorable expansion
and/or extension options, and the value thereof; (g) any special parking
rights, rates or concessions; (h) whether the lease transaction in
question grants to the tenant any protection from increases in


 


26

















 


any
component or all of real property taxes, and operating expenses (or
alternatively the exposure to increases in the same), and if so, the amount,
value or cost associated therewith; and (i) in connection with
determination of the South Tower Extension Term Annual Base Rent only, the
existence, extent and value of, to the extent still retained by Tenant, (1) exterior
signage and Building and/or Project identity rights and (2) any exclusive
use provisions or other protections granted vis-à-vis the competitors of the
tenant in question.Notwithstanding any contrary provision hereof, in
determining the FMRR for the South Tower Extension Premises, no consideration
shall be given to whether Landlord or other landlords are or are not paying
tenant broker brokerage commissions in any transaction hereunder or in the
Comparable Transactions.If it is determined that in the Comparable Transactions
used to determine FMRR, free rent or cash allowances has been granted
(collectively, “Rent Concessions”),
Landlord may elect either to: (A) grant some or all of such concessions in
cash (“Election A”), (B) to
adjust the installments of monthly Base Rent during the term of the transaction
hereunder in question to be an effective rental rate which takes into
consideration and reduces monthly rent by the amortized amount of the total
dollar value of such Rent Concessions, amortized (with an interest factor,
equal to the Interest Rate plus one percent (1%) over such term (in which case
the Rent Concessions so amortized shall not be granted to Tenant) (“Election B”), or (C) provide such
concessions or the equivalent thereof via combination of Election A and
Election B (“Election C”).During
each Extension Term, Tenant shall pay Additional Rent in accordance with the
terms of Article 4, below. “Comparable
Buildings” shall mean all comparable, high-rise office projects
containing 650,000 or more square feet of Rentable Area located in that portion
of the downtown Los Angeles Central Business District depicted on Exhibit “MM” attached hereto, as determined by
the Arbitrator (as defined in Section 14.2, below) as of the date of a
particular FMRR determination to be reasonably comparable to the Project in
terms of attractiveness and functional utility to a sophisticated tenant of a
size (in terms of Rentable Area) comparable to that of Tenant.


 


2.4.3.2               The
“FMRR” of the Plaza Building Space for a particular Extension Term shall be
equal to the annual base rental rate per square foot of Rentable Area at which
willing sophisticated tenants and willing sophisticated landlords are leasing,
as of a particular time, in arm’s-length transactions, non-sublease, non-encumbered,
non-equity, non-expansion, non-renewal (unless pursuant to a comparable
definition of FMRR), non-restaurant ground floor retail space comparable in
size and quality to the Plaza Building Space in the Project, or if there are
not sufficient comparable transactions, in the Comparable Buildings, with
appropriate adjustments to account for differences in the Adjustment Factors
and all other factors reasonably relevant to a fair market rent determination,
as applied to the Plaza Building Space.The provisions of this Section 2.4.3
concerning: (i) application of the Adjustment Factors (with appropriate
adjustments for the difference in types of space and difference in signage and
identity rights attaching to the South Tower Premises, as opposed to the Plaza
Building Space), (ii) the lack of consideration of the presence or absence
of brokerage commissions, and (iii) the adjustments and Landlord elections
as to Rent Concessions shall also be applicable to a FMRR determination with
respect to the Plaza Building Space.


 


2.4.4                        Exercise of Option.


 


2.4.4.1               In General.  Each Extension Option contained in this Section 2.4
shall be exercised by Tenant, if at all, only by Original Tenant or any
Permitted Assignee, as the case may be, delivering a Renewal Notice to Landlord
not more than twenty (20) months nor less than fifteen (15) months prior to the
then scheduled expiration of the Term.Not later than the fourteenth (14th)
month prior to the scheduled expiration of the Term, Landlord shall deliver to
Tenant notice (the “Extension Term Annual
Base Rent Notice”) setting forth its proposed Extension Term Annual
Base Rent (defined in Section 2.4.5, below) (with separate FMRR amounts
for the South Tower Extension Premises, and if applicable, the Plaza Building
Space).Within thirty (30) days thereafter, if Tenant does not notify Landlord,
that it accepts the Extension Term Annual Base Rent set forth in the Extension
Term Annual Base Rent Notice, the parties shall follow the procedure, and the
Extension Term Annual Base Rent shall be determined, as set forth below in Section 2.4.5.


 


2.4.4.2               Partial Renewal.  Tenant may exercise the Partial Renewal Right, by delivering to
Landlord an Option Exercise Notice which specifically indicates such election
(and references this Section 2.4.4.2, and that specifies the portion of
the then existing Premises with respect to which Tenant is interested in
extending the Term of the Lease (the “Partial
Extension Premises”) and the portion of the then existing Premises
not included within the Partial Extension Premises (the “Non-Renewal Space”); provided, however,
that Tenant shall have no right to exercise the Partial Renewal Right with
respect to any Partial Extension Premises that includes: (a) any space on
any floor of the South Tower that includes less than all of the Rentable Area
of the Premises on such floor, (b) any non-contiguous floors on the South
Tower (provided, however, that any two (2) floors separated by any floor
in the South Tower including only mechanical equipment and not including any
Rentable Area shall be deemed contiguous for purposes of this Section 2.4.4.2),
(c) any block of contiguous floors that does not include either the lowest
or the highest floor in the Premises as of the date on which Tenant delivers a
Renewal Notice, (d) less than four (4) full, above ground floors in
the South Tower (“Extension Option Leasing
Requirement”), or (e) any space in the Plaza Building that is
less than one hundred percent (100%) of the Plaza Building Space (i.e., there
shall be no Partial Renewal Right with respect to the Plaza Building Space).If
Tenant elects to exercise the Partial Renewal Right, then each of Landlord and
Tenant shall be relieved of all of their respective obligations under this
Lease with respect to the applicable Non-Renewal Space as of the first (1st)
day of the applicable Extension Term, except for all of those obligations under
this Lease with respect to the Non-Renewal Space that specifically survive the
expiration or earlier termination of this Lease, including, without limitation,
the payment by Tenant of all accrued but unpaid amounts owed by Tenant under
this Lease (including, but not limited to, Additional Rent) and all refunds
owed to Tenant under Article 4 and the other provisions of this Lease,
through the day immediately preceding the first (1st) day of the applicable
Extension Term.In the event that Tenant fails to vacate, and surrender and
deliver to Landlord exclusive possession of any of the Non-Renewal Space, free
of all subleases, and otherwise in the condition required pursuant to the terms
of this Lease, prior to the first (1st) day of the applicable Extension Term,
then the provisions of Article 25 of this Lease shall apply to such
Non-Renewal Space.


 


2.4.4.3               Plaza Building.  Notwithstanding anything to the contrary contained herein, Tenant shall
have no right to extend the Term of this Lease with respect to the Plaza
Building Space except on the condition that, as of the date on which Tenant
delivers a Renewal Notice, and on the date on which an Extension Term
commences: (a) Tenant shall satisfy the Extension Option Leasing
Requirement and (b) Tenant shall be Occupying (or a subtenant of Tenant
shall be Occupying) and shall be operating a retail bank branch office in and
from one hundred percent (100%) of the Rentable Area in the Plaza Building
Space.


 


27














 


2.4.5                        Determination of FMRR.  The FMRR for each of the South Tower Extension Premises and, if
applicable, the Plaza Building Space shall be determined separately.  For
purposes of application of this Section 2.4.5, each shall be considered a
separate form of “Extension Term Annual Base
Rent.” In the event Tenant does not accept the Expansion Rent
pursuant to Section 1.7.6, above, or the First Offer Rent pursuant to Section 1.8.3
of this Lease or the Extension Term Annual Base Rent set forth in the Extension
Term Annual Base Rent Notice, Landlord and Tenant shall attempt to agree upon
the Expansion Rent, First Offer Rent or Extension Term Annual Base Rent, as the
case may be, using their best good-faith efforts.  If Landlord and Tenant
fail to reach agreement within twenty (20) days following Tenant’s objection to
the Expansion Rent, First Offer Rent or Extension Term Annual Base Rent (the “Outside Agreement Date”), then each party
shall make a separate determination of the Expansion Rent, First Offer Rent or
Extension Term Annual Base Rent, as the case may be, within five (5) business
days of the Outside Agreement Date, and such determinations shall be submitted
to arbitration in accordance with Section 2.4.5(i) through 2.4.5(vii) below.


 


(i)                                     Landlord and Tenant shall each appoint one
arbitrator who shall by profession be a real estate broker or lawyer who shall
have been active over the five (5) year period ending on the date of such
appointment in the leasing of commercial high-rise properties in the downtown
Los Angeles, California area, exclusive of any broker or lawyer any brokerage
firm or law firm currently representing (or who has previously represented
within the preceding two (2) year period) either party.  The
determination of the arbitrators shall be limited solely to the issue of
whether Landlord’s or Tenant’s submitted Expansion Rent, First Offer Rent or
Extension Term Annual Base Rent, as the case may be, is the closest to the
actual Expansion Rent, First Offer Rent or Extension Term Annual Base Rent, as
the case may be, as determined by the arbitrators, taking into account the
requirements of Section 2.4.3 of this Lease.  Each such arbitrator
shall be appointed within fifteen (15) days after the applicable Outside
Agreement Date.


 


(ii)                                  The two arbitrators so appointed shall,
within ten (10) days of the appointment of the last appointed arbitrator,
agree upon and appoint a third arbitrator who shall be qualified under the same
criteria set forth in Section 2.4.5(i), above for qualification of the initial
two (2) arbitrators.


 


(iii)                               The three (3) arbitrators shall, within thirty (30) days of the
appointment of the third arbitrator, reach a decision as to whether the parties
shall use Landlord’s or Tenant’s submitted Expansion Rent, First Offer Rent or
Extension Term Annual Base Rent, as the case may be, and shall notify Landlord
and Tenant thereof.


 


(iv)                              The decision of the majority of the three (3) arbitrators shall be
binding upon each of Landlord and Tenant.


 


(v)                                 If either Landlord or Tenant fails to appoint
an arbitrator within fifteen (15) days after the applicable Outside Agreement
Date, the arbitrator appointed by one of them shall reach a decision, notify
Landlord and Tenant thereof, and such arbitrator’s decision shall be binding
upon Landlord and Tenant.


 


(vi)                              If the two (2) arbitrators appointed by Landlord and Tenant shall
fail to agree upon and appoint a third arbitrator, or if both parties shall
fail to appoint an arbitrator, then the appointment of the third arbitrator, or
of any arbitrator, shall be dismissed and the matter to be decided shall be
forthwith submitted to arbitration under the provisions of the American
Arbitration Association, but subject to the instructions set forth in this Section 2.4.5.


 


(vii)                           The cost of arbitration shall be paid by the party whose determination
of the FMRR is not selected.


 


2.4.6                        Lease Terms for Extended Term.  On each occasion in which Tenant exercises an Extension Option as set
forth in Section 2.4.4 of this Lease, Landlord and Tenant shall execute an
amendment reflecting the terms and conditions set forth in this Section 2.4,
including without limitation, that except as otherwise provided in Section 2.4,
the Lease Term shall be extended on the same terms and conditions as applicable
immediately preceding the commencement of such Extension Term.


 


2.4.7                        Conditions to Exercise of Each Option.  Notwithstanding any provision of this Section 2.4
to the contrary, at the election of Landlord, any attempted exercise by Tenant
of an Extension Option shall be invalid and ineffective if, on the date of such
attempted exercise of the Extension Term or on the date on which the Extension
Term is scheduled to commence; (a) there is an uncured Event of Default by
Tenant under this Lease (which has not been waived in writing by Landlord) or (b) Tenant
does not satisfy the Extension Option Leasing Requirement.  If Tenant does
not timely send the Extension Notice for an Extension Option pursuant to the
provisions of this Section 2.4 within the applicable time period, time being
of the essence, then, at the election of Landlord, Tenant shall be deemed to
have forever waived and relinquished such Extension Option, and any other
options or rights to renew or extend the Term effective after the then
applicable Expiration Date shall terminate and shall be of no further force or
effect.


 


ARTICLE 3 -
RENT; LATE CHARGES


 


3.1                                 Base Rent; Rent.


 


3.1.1                        Tenant shall pay, except as expressly provided to the contrary herein,
during each Lease Year of the Term of this Lease as Base Rent (as defined in
Item 4 of the Basic Lease Provisions) for the Premises (as defined in Item 2.1
of the Basic Lease Provisions) the sums shown for such periods specified in
Item 4 of the Basic Lease Provisions.


 


3.1.2                        Except as expressly provided to the contrary herein, Annual Base Rent
shall be payable in equal consecutive monthly installments, in advance, without
abatement, deduction or offset, commencing on the


 


28

















 


First
Increment Commencement Date and continuing thereafter throughout the Term on
the first (1st) day of each calendar month thereafter.  If the First
Increment Commencement Date (or the Second Increment Commencement Date, the
Plaza Building Commencement Date, the Third Increment Commencement Date or the
Fourth Increment Commencement Date) is a day other than the first (1st) day of
the calendar month, then the Base Rent for the partial Lease month (the “Partial Lease Month Rent”) for the
Premises (or such Increment of Space) shall be calculated on a per diem basis
determined by dividing the initial Monthly Base Rent shown in Item 4 of the
Basic Lease Provisions by the actual number of days in the subject calendar
month and multiplying such amount by the number of remaining days of such month
from and including the First Increment Commencement Date (or the Second
Increment Commencement Date, the Plaza Building Commencement Date, the Third
Increment Commencement Date or the Fourth Increment Commencement Date). 
Base Rent, all forms of Additional Rent (defined in Section 3.3, below)
payable hereunder by Tenant and all other amounts, fees, payments or charges
payable hereunder by Tenant: (i) shall each constitute rent payable
hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) except as otherwise set
forth in this Lease, shall be payable to Landlord when due without any prior
notice or demand therefor in lawful money of the United States and without any
abatement, offset or deduction whatsoever and (iii) shall be payable to Landlord
at the address of Landlord described in Item 11 of the Basic Lease Provisions
or to such other person or to such other place as Landlord may from time to
time designate in writing to Tenant.


 


3.2                                 Late Charge: Interest.  If any monthly installment of Base Rent, Parking Fees (defined in Section 20.3,
below), or estimated monthly installments of Tenant’s Percentage Share of
Operating Expenses (defined in Section 4.2.3, below) and Property Taxes
(defined in Section 4.2.2, below) for the Project hereunder (collectively “Scheduled Rent”) any other form of Rent
hereunder (“Other Rent”) is not
received by Landlord (or Landlord’s designee) when due, and such Scheduled Rent
or Other Rent shall remain unpaid for three (3) business days after
Landlord notifies Tenant that such Rent is past due (collectively, a “Late Charge Delinquency”), Tenant shall
pay to Landlord a late charge (“Late Charge”)
equal to *  [ILLEGIBLE] amount of Rent (Scheduled Rent or Other Rent, as
the case may be) then delinquent (which Late Charge shall be due and payable to
Landlord within five (5) days of Landlord’s demand therefore).  In
addition, in the event that any Late Charge Delinquency shall continue uncured
for thirty (30) days, all forms of Rent then delinquent under this Lease shall
automatically bear interest (payable to Landlord within five (5) days of
Landlord’s demand therefor) at an annual interest rate equal to * * ). 
The Late Charge (and any interest on any overdue amount payable pursuant to
this Section 3.2) shall be deemed Additional Rent hereunder and the right
to require it shall be in addition to all of Landlord’s other rights and
remedies hereunder or at law or in equity and shall not be construed as
liquidated damages or as limiting Landlord’s remedies in any manner.


 


3.3                                 Additional Rent.  For purposes of this Lease, all
amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this
Lease, whether or not denominated as such, shall constitute additional rent (“Additional Rent”) hereunder.


 


ARTICLE 4 -
ADDITIONAL RENTAL


 


4.1                                 Payment of Tenant’s
Percentage Share of Operating Expenses and Property Taxes.


 


4.1.1                        Payment of Operating Expenses.  Subject to the provisions of this Lease, in addition to paying Base
Rent pursuant to Article 3 of this Lease, with respect to each Expense
Year (defined in Section 4.2.1, below) Tenant shall also pay as Additional
Rent under this Lease, Tenant’s Percentage Share (defined in Section 4.2.5,
below) of Operating Expenses (defined below) for the Project allocable
hereunder to such Expense Year.


 


4.1.2                        Payment of Property Taxes.  Subject to the provisions of this Lease, in addition to paying Base
Rent pursuant to Article 3 of this Lease, with respect to each Expense
Year, Tenant shall also pay as Additional Rent, Tenant’s Percentage Share of
Property Taxes (defined in Section 4.2.2, below) for the Project allocable
hereunder to such Expense Year.


 


4.2                                 Definitions.


 


4.2.1                        Expense Year. 
“Expense
Year” shall mean each
calendar year in which any portion of the Term of this Lease falls, through and
including the calendar year in which the Term of this Lease expires.


 


4.2.2                        Property Taxes.  “Property Taxes” shall mean, subject to the exclusions set
forth in this Section 4.2.2, below, all real property taxes, assessments,
fees, charges, or impositions and other similar governmental or
quasi-governmental ad valorem or other charges levied on or attributable to the
Project or its ownership, operation or transfer of any and every type, kind,
category or nature, whether direct or indirect, general or special, ordinary or
extraordinary, and all taxes, assessments, fees, charges or similar impositions
imposed in lieu or substitution (partially or totally) of the same including,
without limitation, all taxes, assessments, levies, charges or impositions: (i) on
any interest of Landlord or (pursuant to a law enacted after September 1,
2003) on any interest of any mortgage of Landlord in the Project, the
Buildings, the Premises or in this Lease, or on the occupancy or use of space
in the Project, the Building or the Premises; (ii) on the gross or net
rentals or income from the Project, Buildings and/or the Premises, including,
without limitation, any excise tax, sales tax or gross receipts tax levied by
any federal, state or local governmental entity with respect to the receipt of
Rent; (iii) on any transit taxes or charges, Metrorail assessments,
business or license fees or taxes, annual or periodic license or use fees, park
and/or school fees, arts charges, parks charges, housing fund charges; (iv) imposed
for street, refuse, police, sidewalks, fire protection and/or similar services
and/or maintenance, whether previously provided without charge or for a
different charge, whether provided by governmental agencies or private parties,
and whether charged directly or indirectly through a funding mechanism designed
to enhance or augment benefits and/or services provided by governmental or
quasi-governmental agencies; (v) on any possessory taxes charged or levied
in lieu of real estate taxes; and (vi) any costs or expenses incurred or
expended by Landlord consistent with Institutional Owner Practices (as defined
in Section 4.3.2, below) in investigating, calculating, protesting,
appealing or otherwise attempting to reduce or minimize such taxes. 
Notwithstanding anything to the contrary contained herein, there shall be
excluded from Property Taxes: (a) all capital stock, inheritance, estate,
gift, or any other taxes imposed upon or measured by Landlord’s gross income or
profits unless the same is specifically included within the definition of
Property Taxes above or to the extent otherwise


 


29

















 


imposed
in lieu of any form of real estate taxes or other ad valorem taxes,  (b) any
assessments assessed against the Project pursuant to an assessment district
under circumstances where (1) participation in the assessment district is
wholly voluntary and no assessments would be payable with respect thereto had
Landlord (or its predecessor in interest) not voluntarily elected to
participate, and (2) the assessments imposed under the assessment district
are primarily used to finance (or reimburse Landlord for) capital improvements
to the Project which would not be recoverable (through amortization or
otherwise) as Operating Expenses pursuant to the provisions of this Lease (with
Tenant agreeing that any taxes or assessments under any existing or future “Business
Improvement District” are not covered by this clause (b) (and thus shall
be includable under Property Taxes)) (c) all Property Taxes allocable to
the J-2 Parking Annex and (iv) all state and federal income taxes. 
Notwithstanding the foregoing, at all times that the Project is owned by a
state public retirement system, the State of California, any local public
entity, or any entity in which any of the same hold an interest (collectively, “Public Entity”); (A) this Lease and
the Tenant’s interest hereunder may constitute a possessory interest subject to
property taxation and as a result may be subject to the payment of property
taxes levied on such interest (“Possessory
Interest Taxes”), (B) such property taxes shall be based upon
the full cash value of the possessory interest which will equal the greater of (1) the
full cash value of the possessory interest or (2) if Tenant has leased
less than all of the Project, Tenant’s Percentage Share of the full cash value
which would have been enrolled if the entire Project had been subject to
property tax upon acquisition by the entity and (C) in the event
possessory interest taxes are applicable, Landlord shall have the right to make
such adjustments to the foregoing as Landlord shall determine in good faith
from time to time are required to most closely approximate the amount of
Property Taxes which would be payable hereunder under circumstances where the
Project is not owned by a Public Entity; provided, however, notwithstanding the
foregoing, in no case shall any such Possessory Interest Taxes include (x) any
taxes or assessments that are in excess of the amount of Property Taxes which
would have been assessed if the Project were not owned in whole or in a part by
a Public Entity or (y) any Possessory Interest Taxes not actually assessed
or paid by or on behalf of Landlord.


 


4.2.3                        Operating Expenses.  “Operating Expenses”  shall mean, subject to Section 4.2.4
below, all costs, fees, amounts, disbursements and expenses of every kind and
nature paid or incurred by Landlord with respect to any Expense Year, on an
accrual basis and without duplication (with each other or with Property Taxes),
in connection with the operation, ownership, maintenance, insurance,
restoration, management, replacement or repair of the South Tower, the Plaza
Building, the Common Areas or the Project in a first class manner, including,
without limitation, any amounts paid or incurred with respect to:


 


(i)                                     Premiums for property, casualty, liability,
rent interruption, earthquake, terrorism flood or other types of insurance
carried by Landlord from time to time, and all amounts actually paid by
Landlord with respect to the Project or any portion thereof (or any costs or
Restoration (defined in Section 12.1, below) thereof or any liabilities
with respect to the Project) to cover deductibles under any such insurance;
provided, however, that the maximum amount of deductible under any earthquake
and/or terrorism insurance in force with respect to the Project which shall be
includable in Operating Expenses for the Project for any calendar year shall be
an amount equal to (a) *  b) the number or square feet of Rentable Area
contained in the Project.


 


(ii)                                  Salaries, wages and other amounts paid or
payable for personnel (including, without limitation, the Project manager,
superintendent, operation and maintenance staff, the Parking Facilities
manager, concierge (if any) and other employees of Landlord) involved in the
maintenance and operation of the Buildings or the Project, including
contributions and premiums towards fringe benefits, unemployment taxes and
insurance, social security taxes, disability and worker’s compensation
insurance, pension plan contributions and similar premiums and contributions
which may be levied on such salaries, wages, compensation and benefits and the
total charges of any independent contractors or property managers engaged in
the operation, repair, care, maintenance and cleaning of any portion of the
Buildings or the Project; provided, however, in the case where such amounts are
included (on an accrual basis) if and to the extent such salaries, wages and
other amounts are not paid within the next twelve (12) months following the
conclusion of such subsequent Expense Year, then to such extent such salaries,
wages and other amounts were included within such prior Expense Year (on the
basis of being payable (but not paid) (any such amount, is referred to herein
as the “Reduction Amount”), the
same shall be deducted from Operating Expenses for such Expense Year; provided,
however, that if the Lease shall have been previously terminated, Landlord
shall issue Tenant a check in the amount of Tenant’s Percentage Share of the
Reduction Amount.


 


(iii)                               Cleaning expenses, including without limitation, janitorial services,
window cleaning, and garbage and refuse removal.


 


(iv)                              Landscaping and hardscape expenses, including without limitation,
irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees
and hardscape.


 


(v)                                 The cost of fuel, gas, electricity, water,
sewer, telephone, steam and other utility services provided to the Project.


 


(vi)                              The cost of maintaining, operating, restoring, renovating, managing,
repairing and replacing components of equipment or machinery, including,
without limitation, heating, refrigeration, ventilation, electrical, plumbing,
mechanical, elevator, escalator, sprinklers, fire/life safety, security and
energy management systems, including service contracts, maintenance contracts,
supplies and parts with respect thereto.


 


(vii)                           The costs of access control and/or security for, and supervision of,
the Project.


 


(viii)                        Rental, supplies and other costs with respect to the operation of the
management office for the Project and all Project Management storage areas.


 


(ix)                                All cost and fees for licenses, certificates, permits and inspections,
and the cost incurred in connection with the implementation of a transportation
system management program or similar program.


 


(x)                                   The cost of replacement, repair, acquisition,
installation and modification of: (A) materials, tools, supplies and
equipment purchased by Landlord which are used in the maintenance, operation
and


 


30

















 


repair
of the Project (and do not exceed, on an aggregate basis each year, * ), and (B) any
other form of improvements, additions, repairs, or replacements to the Project
or the equipment or machinery used in connection with the Project; provided,
however, that with respect to the items described in clauses (A) and (B) above
which constitute a capital item, replacement, repairs, addition or improvement
(collectively “Capital Items”)
under sound accounting and property management principles consistently applied,
in each case the cost of such Capital Items shall be amortized (with interest
at the Interest Rate (defined in this Section 4.2.3(x), below) over the
useful life (the “Useful Life”) of
such Capital Item, as determined in accordance with sound accounting and
property management principles consistently applied; provided, further,
however, that with respect to Capital Items described in clause (B) above
only, such items shall be included in Operating Expenses only if the
implementation of such items is intended to reduce Operating Expenses or to
effect other economies in the operation or maintenance of the Project (a “Cost Savings Device”), or is required under
any Law (defined in Section 7.2.1, below) enacted after the date on which
Landlord delivers the First Increment Office Space to Tenant; provided,
finally, however, that the cost of any Cost Savings Device shall be amortized
(with interest at the Interest Rate) over the lesser of (x) the Useful
Life of such Capital Item or (y) the Pay Back Period (defined below)
associated with such Cost Savings Device.  The “Pay Back Period” shall be the period of time within which the
projected aggregate annual savings in Operating Expenses resulting from the
installation of a particular Cost Savings Device will equal the cost of the
Cost Savings Device, as determined by the Landlord in accordance with sound
accounting principles consistently applied.


 


*


 


(xi)                                Attorneys’, accountants’ and consultants’ fees and expenses in connection
with the management, operation, administration, maintenance and repair of the
Project (consistent with Institutional Owner Practices), including, but not
limited to, such expenses that relate to seeking or obtaining reductions in or
refunds of Property Taxes, or components thereof, or the costs of contesting
the validity or applicability of any governmental enactments which may affect
Operating Expenses.


 


(xii)                             Fees for the property management of the Project in an amount equal to
three percent (3%) of the gross revenues of the Project (which shall be grossed
up by Landlord to reflect ninety-five percent (95%) occupancy of the entire
Project on an annual basis), without regard to whether actual fees so paid are
greater or less than such amount.


 


(xiii)                          Sales, use and excise taxes on goods and services purchased by Landlord
for the management, maintenance, administration or operation of the Project.


 


(xiv)                         Fees for local civic organizations and dues for professional trade
associations.


 


(xv)                            Payments under any declarations, covenants, conditions and restrictions
or instruments pertaining to the operation of the Project or the maintenance of
any easement, license or operating agreement or similar instrument which
affects the Project (and any of the same pertaining to the sharing of costs by
the Project) to the extent listed on Exhibit “O?”
(or otherwise approved by Tenant, which approval Tenant shall not unreasonably
withhold, condition or delay).


 


(xvi)                         Subject to Sections 4.2.4 (xxvi) and (xxix), costs and expenses of
investigating, testing, documenting, monitoring, responding to, abating and
remediating Hazardous Materials (defined in Section 7.3.3, below), other
than abatement and remediation costs with respect to Hazardous Materials
actually known by Landlord (on the Effective Date) to require abatement and/or
remediation under applicable Laws (defined in Section 7.2.1, below).


 


(xvii)                      The cost of providing insurance which is not unique to a parking garage
(such as garage keepers insurance) and the cost of any access control services
provided with respect to the Parking Facilities.


 


(xviii)                   The cost of maintenance and replacements of curbs, walkways and
security barriers at the Project.


 


(xix)                           The cost of contesting any governmental enactments which may affect
Operating Expenses.


 


(xx)                              Any costs, fees, amounts, disbursements and expenses which are
generally included within Operating Expenses under Institutional Owner
Practices.


 


4.2.4                        Operating Expenses Exclusions.  Notwithstanding any provision of this
Lease to the contrary, for purposes of this Lease, Operating Expenses shall not
include:


 


(i)                                      Property
Taxes;


 


(ii)                                  any costs relating to the design and
construction of tenant improvements to the Premises or to the premises of other
tenants;


 


(iii)                               except as specifically set forth in Section 4.2.3 above,
depreciation, amortization, interest, principal and other payments on mortgages
and any other form of monetary encumbrance or any form of financing of Landlord
relating to the Project, and any other cost or expenses relating or required
pursuant to or on account of any such mortgage, encumbrance or financing, if
any;


 


(iv)                              any marketing costs, legal fees, space planners’ fees, advertising and
promotional expenses, and brokerage fees and expenses incurred in connection
with the original development, subsequent improvement, or original or future
leasing, financing or sale of the Project; or in connection with any
assignment, sublease, renewal, expansion or similar transactions in the
Project;


 


31

















 


(v)                                 any costs for which the Landlord is
reimbursed by insurance by its carrier or any tenant’s carrier or by anyone
else; Landlord shall use commercially reasonable, good faith efforts to obtain
the foregoing reimbursements;


 


(vi)                              any bad debt loss, rent loss, or any reserves for bad debts or rent
loss, or similar losses;


 


(vii)                           any expense relating to services or other benefits provided to other
tenants in the Project at no cost which are made available to Tenant at a charge
or which are not available to Tenant;


 


(viii)                        any cost associated with the operation of the business of the
partnership or entity which constitutes the Landlord (or of which Landlord is a
direct or indirect subsidiary, parent or Affiliate (defined in Section 15.8,
below)), as the same are distinguished from the costs of operation of the
Project, including partnership accounting and legal matters, costs of defending
any lawsuits with any mortgagee (except to the extent the same are directly
attributable to the actions of the Tenant and such actions are in violation of
this Lease), costs of selling, syndicating, financing, mortgaging or
hypothecating any interest in the Project or any porting thereof, and costs
incurred in connection with any disputes between Landlord and its partners
and/or Landlord affiliates, between Landlord and its employees, between
Landlord and any other owner or interest holder in the Project or any adjacent
landowner, between constituent partners of Landlord, between Landlord and Project
management or its employees, or between Landlord and other tenants or
occupants;


 


(ix)                                any wages, benefits or related expenses of any employee who does not
devote substantially all of his or her employed time to the management,
operation or maintenance of the Project unless such wages, benefits and
expenses are reasonably and equitably prorated to reflect time spent on
operating and managing the Project vis-à-vis time spent on matters unrelated to
operating and managing the Project (and such proration is consistent throughout
the Lease Term); provided however, that in no event shall Operating Expenses
include wages and/or benefits attributable to personnel above the level of
Project manager;


 


(x)                                    any
penalties and, except as specifically set forth in Section 4.2.3(x),
above, interest;


 


(xi)                                any amount paid as ground rental for the Project or any portion
thereof;


 


(xii)                             any costs, including, without limitation, permit, license and
inspection costs, incurred with respect to the installation of improvements for
the exclusive use or benefit of a tenant or tenants in the Project or otherwise
incurred in renovating or otherwise improving, decorating, painting or
redecorating vacant space for tenants or other occupants of the Project;


 


(xiii)                          expenses in connection with services or other benefits which are
provided to another tenant or occupant of the Project (of the same area of the
Project as Tenant (i.e., the South Tower or the Plaza Building)), and
for which such other tenant or occupant is not charged directly, and that are
not offered to Tenant in any portion of its Premises or for which Tenant is
charged a separate charge;


 


(xiv)                         any expense related to all items and services (the cost of which would
otherwise be includable in Operating Expenses) for which Landlord seeks
reimbursement from Tenant or any other tenant in the Project to the extent of
the reimbursement billings Landlord delivers to Tenant or such other tenants;


 


(xv)                            any payments paid to Landlord (or any member, manager, partner or other
constituents thereof) or to subsidiaries or Affiliates thereof for goods or
services (including utility services) in the Project to the extent the same
exceeds the cost of such goods or services if rendered on a competitive basis
by qualified, first-class unaffiliated third parties;


 


(xvi)                         any compensation paid to clerks, attendants or other persons in
commercial concessions operated or subsidized by Landlord or operated by others
in the Project (including people collecting parking fees, performing valet
services, performing parking attendant duties, washing or otherwise servicing
vehicles in, on or in connection with the Parking Facilities);


 


(xvii)                      any rentals and other related expenses incurred in leasing air
conditioning systems, elevators or other equipment, which if purchased, the
cost of which would be excluded from Operating Expenses as a capital cost,
except for reasonable amounts of equipment not affixed to the Project which is
used in providing janitorial or similar services and, further excepting from this
exclusion such equipment rented or leased to remedy or ameliorate an emergency
condition in the Project, but only to the extent required in connection with
such emergency;


 


(xviii)                   any costs of electric power or other services for which any tenant directly
contracts with the local public service or utility company or other provider;


 


(xix)                           any cost, interest or tax penalty incurred as a result of Landlord’s
negligence, inability or unwillingness to make tax payments (or to file tax
filings or returns) when due;


 


(xx)                              any costs of acquisition or maintenance of signs in or on the Buildings
or the Project identifying other tenants (provided that costs of maintaining
signs identifying the Project shall not be excluded from Operating Expenses
pursuant to this Section 4.2.4(xx));


 


(xxi)                           any costs incurred by Landlord due to the violation by Landlord or any
affiliate thereof of the terms and conditions of any lease of space in the
Project;


 


32














 


(xxii)                        any costs expressly excluded from Operating Expenses elsewhere in this
Lease;


 


(xxiii)                     any rent or related expenses for any office space occupied by Project
management personnel above the Project Manager’s level (“Management Space”) to the extent (1) the
size of such office space exceeds the size of the Management Space as of the
First Increment Commencement Date or (2) the rental rate applicable to
such space exceeds the fair market rental value of the Management Space or (3) such
office space is used to market or lease the Project or any portion thereof;


 


(xxiv)                    any expenses relating to the general corporate overhead and the general
and administrative expenses of Landlord or any Landlord affiliate;


 


(xxv)                       any cost or expenses incurred in connection with disputes with past,
present or prospective tenants or other occupants of the Project;


 


(xxvi)                    any cost or expenses arising from the gross negligence or willful
misconduct of Landlord;


 


(xxvii)                 costs
incurred: (a) to comply with Laws relating to the removal of hazardous
material (as defined under applicable law) which was in existence in the
Buildings or on the Project on the Effective Date, and was of such a nature
that a federal, state or municipal governmental authority, if it had then had
knowledge of the presence of such hazardous material, in the state, and under
the conditions that it then existed in the Buildings or on the Project, would
have then required the removal of such hazardous material or other remedial or
containment action with respect thereto; (b) to remove, remedy, contain,
or treat hazardous material, which hazardous material is brought into the
Buildings or ?nto the project after the date hereof by Landlord or one or more
of Landlord’s agents, employees or contractors, and is of such a nature that,
at that time, a federal, state or municipal governmental authority, if it then
had knowledge of the presence of such hazardous material in the state and under
the conditions that then existed in the Buildings or on the Project, would have
then required the removal of such hazardous material or other remedial or
containment action with respect thereto;


 


(xxviii)              any
costs arising from any charitable or political contributions in excess of
*  in any Expense Year;


 


(xxix)                      any costs or expenses incurred in connection with the management,
existence, monitoring, reporting, containment, remediation, or removal or
abatement of ACM (as defined in Section 7.3.3 below) from the Project or
any portion thereof;


 


(xxx)                         any reserves of any kind, including, without limitation, replacement
reserves, operating reserves, reserves required by lenders or partners,
reserves for bad debts or lost rent or any similar charge;


 


(xxxi)                      any costs, fees, dues, contributions or similar expenses for industry
associations or similar organizations in excess of *  any Expense Year;


 


(xxxii)                   any costs or expenses incurred in removing and storing the property of
former tenants or occupants of the Project;


 


(xxxiii)                any
costs or expenses of installing, operating and maintaining any, broadcasting
facility, luncheon club, spa, athletic or recreational club or child-care
facility;


 


(xxxiv)               any
Landlord’s work or comparable work performed in connection with improvements
for other tenants or prospective tenants;


 


(xxxv)                   any advertising expenditures;


 


(xxxvi)               any
costs or expenses reimbursed to Landlord under any warranty, rebate, guarantee
or service contract (which shall not prohibit Landlord from passing through the
costs of any such service contract if otherwise includable in Operating
Expenses);


 


(xxxvii)            any
costs or expenses arising from claims, disputes or potential disputes in
connection with potential or actual claims, litigation or arbitrations
pertaining to the business of Landlord, or the ownership or title to the
Buildings or the Project or any portion thereof (including, without limitation,
attorneys’ fees, settlements, judgments or payments in lieu thereof);


 


(xxxviii)         any
entertainment and travel costs or expenses of Landlord, any Affiliate of
Landlord, any management agent of Landlord and their respective employees,
agents, partners and Affiliates (except for travel costs (not to exceed * 
) in any Expense Year) required for training of Landlord’s management
personnel);


 


(xxxix)                 except
as set forth in Section 4.2.3(i) and 4.2.3(x) above, costs of
capital repairs, replacements and alterations, capital additions, capital
improvements and equipment, as determined in accordance with sound real estate
accounting principles, consistently applied;


 


(xi)                                assessments and related charges relating to the City of Los Angeles
Fire Safety Improvements Assessment District created pursuant to LA Municipal
Ordinance 91.8604;


 


33

















 


(xii)                             any costs or expenses related to any governmental, quasi governmental,
utility company or similar program or plan for waste, traffic, hazardous waste,
environmental or handicapped access management, mitigation, enhancement or
remediation in which participation is voluntary;


 


(xiii)                          the cost of furnishing and installing non-Project standard replacement
bulbs and ballasts in tenant spaces;


 


(xiiii)                       “takeover” costs or expenses, including, but not limited to, the
expenses incurred by Landlord with respect to space located in another building
of any kind or nature in connection with the leasing of space in the Project;


 


(xiiv)                      any payments under any declarations, covenants, conditions and
restrictions pertaining to the Project or any easement, license or operating
agreement or similar instrument which affects the Project, other than any
amounts expressly included in Operating Expenses under Section 4.2.3(xv);


 


(xiv)                         any Operating Expenses or Property Taxes specifically relating to the
J-2 Parking Annex, other than any Operating Expenses expressly included in
Operating Expenses under Section 4.2.3(xvii);


 


(xivi)                      any items expressly excluded from Operating Expenses pursuant to Article 5;
or


 


(xivii)                   any costs of: (a) rec?lking the perimeter walls of the Project
and/or replacing or repairing exterior windows or the skin of the Building, and
(b) major refurbishment to, or replacement of, air handlers (inclusive of
coils, condensate plates, vibration isolation, and mister), chilled water
pipes, and heating equipment (inclusive of heat exchangers and piping, cooling
towers clutters and central pumping system), but only to the extent that all
such costs described in this Section 4.2.4(xivii) exceed in the aggregate,
*  *  ) in any Expense Year; provided, however, that any costs
expressly authorized to be included within Operating Expenses under Section 4.2.3(x) shall
not be subject to the provisions of this Section 4.2.4(xivii) and shall
not be taken into account in determining whether there are any costs covered by
this Section 4.2.4(xivii) *  per Expense Year threshold described
above.


 


Operating Expenses shall be reduced by all cash discounts, trade
discounts, or quantity discounts received by Landlord or Landlord’s managing
agent in the purchase of any goods, utilities, or services (the cost of which
is includable in Operating Expenses) in connection with the operation of the
Project.  Landlord will not collect or be entitled to collect for any
Expense Year Operating Expenses or Property Taxes from all of its tenants
(whether as a portion of such tenants’ payments of base rent as a result of
such tenants’ base year or expense stop amount or otherwise) in an amount which
is in excess of one hundred percent (100%) of the Operating Expenses and
Property Taxes actually paid by Landlord in connection with the operation of
the Project for (and allocable to) such Expense Year.


 


4.2.5                        Tenant’s Percentage Share.  “Tenant’s Percentage
Share” shall mean, with
respect to the Premises, the percentage set forth in Item 5.1 of the Basic
Lease Provisions; and with respect to each of the First Increment Office Space,
the Second Increment Office Space, the Plaza Building Space, the Third
Increment Office Space and the Fourth Increment Office Space, the percentages
set forth in Items 5.2, 5.3, 5.4, 5.5, and 5.6 respectively, of the Basic Lease
Provisions (and each such percentage is equal to a fraction, which has as its
numerator the Rentable Area of the applicable Increment of Space and as its
denominator, the Aggregate Project Rentable Area (defined in this Section 4.2.5,
below), with each such fraction expressed as a percentage).  With respect
to each of the Hold Space, the Expansion Space and/or the First Offer Space,
Tenant’s Percentage Share shall mean a fraction which has as its numerator the
Rentable Area of the applicable Hold Space, Expansion Space or First Offer
Space, as the case may be, and which has as its denominator the Aggregate
Project Rentable Area, and expressing such quotient in the form of a
percentage.  For purposes of this Lease, the parties hereto stipulate that
the “Aggregate Project Rentable Area”
shall mean 2,648,920 square feet of Rentable Area.


 


4.3                                 Calculation Methods and
Adjustments.


 


4.3.1                        Gross Up of Variable Expenses.  The variable components of Operating
Expenses (“Variable Expenses”) for
all or any portion of any Expense Year during which actual occupancy of all of
the Project is less than ninety-five percent (95%) of the Rentable Area of the
Project (as if all tenants are paying full rent, as contrasted with free rent,
half rent and the like such that those Variable Expenses which are dependent on
the amount of rent payable are fully grossed up) shall be adjusted by Landlord
on a basis consistent with Institutional Owner Practices, applying sound
accounting and property management principles (and the provisions of this
Lease) to reflect ninety-five percent (95%) occupancy of the Rentable Area of
the Project (as if all tenants are paying full rent, as contrasted with free
rent, half rent and the like such than Variable Expenses which are dependent on
the amount of rent payable are fully grossed up) during such period.


 


4.3.2                        Cost Pools; Reimbursements.  Subject to the provisions of this Section 4.3,
all calculations, determinations, allocations and decisions to be made
hereunder with respect to Operating Expenses or Property Taxes shall be made in
accordance with the good faith determination of Landlord applying sound
accounting and property management principles consistently applied which are
consistent with the practices of the majority of the institutional owners of
Comparable Buildings (“Institutional Owner
Practices”).  Landlord shall have the right to equitably
allocate some or all of Operating Expenses and Property Taxes among particular
classes or groups of tenants or occupants in the Project (for example, retail
tenants and office tenants) (each such group a “Cost Pool”) to reflect Landlord’s good faith determination,
consistent with Institutional Owner Practices, that measurably different
amounts or types of services, work or benefits associated with Operating
Expenses are being provided to or conferred upon different Cost Pools. 
Subject to the provisions of this Section 4.3, from time to time Landlord
shall have the right to expand or contract the amount, scope, level or types of
services, work, items or benefits, the cost of which is included within
Operating Expenses, so long as Landlord’s treatment of the same for purposes of
the calculation of Operating


 


34

















 


Expenses
is generally consistent with Institutional Owner Practices.  All
discounts, reimbursements, rebates, refunds, or credits (collectively, “Reimbursements”) attributable to Operating
Expenses or Property Taxes received by Landlord in a particular Expense Year
shall be deducted from Operating Expenses or Property Taxes in the Expense Year
the same are received, unless the Reimbursement (or a group of related
Reimbursements) shall total in excess of $50,000 in any particular Expense
Year, in which case such Reimbursements shall be applied to the Expense Year in
which they were charged.  If deduction or application of Reimbursements
hereunder shall result in credits in favor of Tenant, the same shall be
credited against Rents next due and payable under this Lease, or if this Lease
has been terminated, paid to Tenant within thirty (30) days of receipt by
Landlord.  All assessments, premiums and other amounts of Operating
Expenses or Property Taxes which can be paid by Landlord in periodic
installments shall be paid by Landlord in the maximum number of periodic
installments permitted by Law; provided, however, that if the then prevailing
Institutional Owner Practice is to pay such assessments or premiums on a
different basis, then except as expressly prohibited in this Lease, Landlord
may utilize such different basis of payment.


 


4.3.3                        Separately Billed Expenses.  If in any Expense Year, Landlord
elects to or is required by Law to bill separately from Operating Expenses, one
or more utility services provided to tenants in the Project, Tenant shall pay
to Landlord, within ten (10) days of delivery of Landlord’s invoice
therefor, Landlord’s charges for such utility services provided to Tenant
(which charges shall be calculated by Landlord reasonably and in good faith on
a basis consistent with Institutional Owner Practices), and in such case, there
shall be excluded from Operating Expenses all such utility services so billed
separately (provided to all spaces which are leased, or available for leasing,
to other tenants, or prospective tenants in the Project).  Subject to
applicable Laws, Landlord shall solely determine all decisions with respect to
the method and manner by which all utility services, including, without
limitation, electricity, fuel, gas, water and sewerage services, shall be
billed and provided in the Project, which determinations shall be made by
Landlord in good faith and on a basis consistent with Institutional Owner
Practices (including, without limitations, the right to allocate utility
expenses based upon studies which allocate utility usages among the tenants or
occupants of the Project based upon the estimated use by the respective
tenants).


 


4.3.4                        If, not less than thirty (30) days prior to an entire calendar month,
Tenant has given to Landlord a factually correct notice (“Notice and Certification of Non-Occupancy”)
certifying that:  (i) Tenant has ceased to occupy (but still leases)
one or more full floors of the Building (or the entire Premises, which in all
events shall comprise not less than one full floor of the Building) (“Unoccupied Space”), (ii) there are
no occupants (including without limitation, Tenant’s employees, subtenants and
Tenant’s Occupants) occupying the Unoccupied Space, then for each such entire
calendar month occurring during an Expense Year, Landlord shall make a determination,
in the exercise of its good faith judgment, of the net Actual Costs (defined in
Section 8.1.9, below) of electricity, janitorial service, and HVAC
(defined in Section 10.2, below) (taking into account any administrative
or other costs actually incurred by Landlord as a result of the application of
this Section 4.3.4) which actually were not incurred by Landlord as a
result of such non-occupancy of the Unoccupied Space by Tenant during such
calendar month and which is includable in Operating Expenses (“Reduced Operating Amount”).  At the
conclusion of each Expense Year during which Tenant shall deliver to Landlord a
Notice and Certification of Non-Occupancy for one or more months during such
Expense Year, Landlord shall calculate the total of Reduced Operating Amounts
for such month or months during such Expense Year (which total is referred to
herein as the “Reduced Operating Amount
Credit”) and, Landlord shall, at Landlord’s option, either:  (A) give
Tenant a credit in the amount of the Reduced Operating Amount Credit for such
Expense Year against Tenant’s Percentage Share of Operating Expenses otherwise
payable by Tenant to Landlord for such Expense Year (or give Tenant a credit in
the amount of such Reduced Operating Amount Credit against Tenant’s Percentage
Share of Operating Expenses for the subsequent Expense Year), or (B) issue
a check payable to Tenant in an amount equal to the Reduced Operating Amount
Credit (which Landlord must do if the Lease has been previously
terminated).  Tenant acknowledges that, by virtue of the operation of Section 4.3.1
(and with all Unoccupied Space under Section 4.3.1), Operating Expenses
corresponding to the Reduced Operating Amount Credit shall continue to be
included in Operating Expenses for the Expense Year in question for purposes of
calculation of Tenant’s Percentage Share of Operating Expenses.  The
provisions of this paragraph shall not preclude Landlord from including in the
leases of other tenants of the Project the Reduced Operating Amount Credit in
accordance with any gross up provision, and Tenant specifically acknowledges
and agrees that any other Rent credits or deductions (or other payments) given
to any other Tenant in the Project under any comparable provision shall
automatically be included in any gross-up of Variable Expenses hereunder.


 


4.4                                 Payment Procedure; Estimates.  Tenant’s Percentage Share of Property
Taxes and Operating Expenses payable under Section 4.1 shall be determined
and paid as follows:


 


4.4.1                        Estimates. 
During each Expense Year, Landlord shall give Tenant written notice (on a
line-item by line-item primary category basis) of its reasonable and good faith
estimate of Tenant’s Percentage Share of Operating Expenses and Property Taxes
for that Expense Year (“Estimated Expense
Statement”).  On or before the first (1st) day of each calendar
month during such Expense Year, Tenant shall pay to Landlord one-twelfth
(1/12th) of such estimated amounts; provided, however, that Tenant may
elect;  (i) to pay Tenant’s Percentage Share of estimated ad valorem
property taxes levied by the Los Angeles County Tax Assessor (“Real Property Taxes”) specified in any
Estimated Expense Statement on a biannual basis on the condition that:  (a) Landlord
has not notified Tenant in writing that its financing for the Project requires
periodic impounds of Real Property Taxes that are inconsistent with a biannual
payment schedule by Tenant and (b) each such biannual installment of
fifty percent (50%) of Tenant’s Percentage Share of estimated Real Property
Taxes shall be paid to Landlord (and received by Landlord) not less than twenty
(20) days before the delinquency date for the corresponding payment of a Real
Property Tax installment by Landlord and (ii) to pay Tenant’s Percentage
Share of the cost of Landlord’s Insurance (defined in Section 11.3, below)
upon demand therefor from Landlord, on the condition that each such payment by
Tenant of Tenant’s Percentage Share of the cost of Landlord’s Insurance shall
be paid to Landlord (and received by Landlord) no later than ten (10) days
after Landlord’s delivery of its demand for payment for such amount from
Tenant.  Not more often than once per year, Landlord may, by written
notice to Tenant, revise its estimates for Operating Expenses and Property
Taxes (including, but not limited to Real Property Taxes) for such Expense
Year, and all subsequent payments under this Section 4.4 by Tenant for
such Expense Year shall be based upon such revised estimate (provided that any
such revised estimate shall set forth in reasonable detail the basis of any
material increase in any primary Property Tax or Operating Expense category).


 


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4.4.2                        Landlord’s Statement.  Landlord shall employ commercially
reasonable efforts to deliver to Tenant within one hundred fifty (150) days
after the close of each Expense Year, or as soon thereafter as is practicable,
a statement (which statement shall be reasonably detailed on a line-item by
line-item basis) of that year’s Property Taxes and Operating Expenses, and
Tenant’s Percentage Share of actual Property Taxes and actual Operating
Expenses payable for such Expense Year pursuant to Section 4.1, as
determined by Landlord in accordance with the terms of this Lease (the “Landlord’s Statement”).  Landlord’s
Statement shall be binding upon Landlord and Tenant, except as provided in Section 4.5. 
If the amount of Tenant’s Percentage Share of actual Property Taxes and
Operating Expenses for any Expense Year is more than the estimated payments
with respect thereto made by Tenant for such Expense Year, Tenant shall pay the
deficiency to Landlord, together with interest thereon at the Interest Rate,
within thirty (30) days after Landlord’s delivery of Landlord’s
Statement.  If the amount of Tenant’s Percentage Share of actual Property
Taxes and Operating Expenses for any Expense Year is less than the estimated
payments for such Expense Year made by Tenant, any such excess, together with
interest thereon at the Interest Rate, shall be credited against Rent next payable
by Tenant under this Lease or, if the Term of this Lease has expired, any such
excess, together with interest thereon at the Interest Rate, shall be paid to
Tenant within thirty (30) days after Landlord’s delivery of Landlord’s
Statement.  No delay in providing any Landlord’s Statement described in
this Section 4.4.2 shall act as a waiver of Landlord’s right to receive
payment from Tenant under Section 4.1 above with respect to Tenant’s
Percentage Share of Property Taxes and/or Operating Expenses for the period
covered thereby (provided that in the event that any such failure continues for
a period in excess of six calendar months following Landlord’s receipt of
notice of such failure from Tenant, Tenant may elect to seek specific
performance).  Notwithstanding anything contained in this Article 4
to the contrary, in no event shall Tenant be obligated to pay any Property
Taxes or Operating Expenses which are first billed to Tenant more than two (2) years
following the delivery by Landlord of Landlord’s Statement for the Expense Year
to which such amounts relate, except to the extent the same relates to Property
Taxes and utilities, which may be billed to Tenant at a later date (but in no
event later than four (4) years after the Expiration Date or any earlier
date of termination of this Lease).


 


4.4.3                        Proration of Partial Years.  If this Lease shall expire or
terminate on a day other than the end of a calendar year, the amount of Tenant’s
Percentage Share of actual Property Taxes and actual Operating Expenses payable
under Section 4.1 that is applicable to the calendar year in which such
termination occurs shall be prorated on the basis that the number of days from January 1st
of such calendar year to the Expiration Date or termination date, as the case
may be, bears to the number three hundred sixty-five (365).  The
expiration or early termination of this Lease shall not affect the obligations
of Landlord and Tenant pursuant to this Section 4.4 that are to be
performed after such expiration or early termination.


 


4.5                                 Review of Landlord’s
Statement.


 


4.5.1                        Upon Tenant’s written request, given not more than thirty-six (36)
months after Tenant’s receipt of Landlord’s Statement for a particular Expense
Year, and provided that there does not then exist any uncured Event of Default
(after applicable notice and cure periods) under this Lease by Tenant, Tenant
shall have the right to conduct a review of the Landlord’s Statement and of
Landlord’s books and records with respect to Tenant’s Percentage Share of
Operating Expenses and Tenant’s Percentage Share of Property Taxes allocable to
the Expense Year covered by such Landlord’s Statement.  In connection with
the foregoing review, Landlord shall provide Tenant with access to Landlord’s
books and records relevant thereto (“Expense
Records”) within thirty (30) days after Tenant’s written request
therefor.  Subject to the provisions of this Section 4.5, the right
of Tenant under this Section 4.5 to review the Expense Records covered by,
and dispute particular amounts billed under, a Landlord’s Statement may only be
exercised once for each Expense Year covered by any Landlord’s Statement, and
Tenant’s failure to dispute (by delivery of a written notice) the amount of
Tenant’s Percentage Share of Operating Expenses and/or Property Taxes for a
particular Expense Year set forth in a particular Landlord’s Statement within
thirty-six (36) months of Tenant’s receipt of such Landlord’s Statement shall
be deemed to be Tenant’s approval of such Landlord’s Statement, and each and
all of Tenant’s rights (under this Section 4.5 or otherwise) to review the
Expense Records for the Expense Year covered by such Landlord’s Statement, to
dispute any amount billed to Tenant pursuant to (or otherwise described in)
such Landlord’s Statement, or to otherwise make any claim with respect to the
calculation of Operating Expenses or Property Taxes in such Landlord’s
Statement shall automatically be deemed forever waived by Tenant.  Tenant
shall hire an independent, nationally, regionally or locally recognized
certified public accounting firm (“Tenant CPA”)
which Tenant CPA shall:  (i) be paid on a non-contingency fee basis, (ii) not
be an ex-employee of Landlord or any affiliate of Landlord, to conduct Tenant’s
review of Landlord’s Statement and the Expense Records (provided that Tenant
may alternatively use its own personnel to perform such review). 
Following any review of Landlord’s Expense Records by the Tenant CPA, the
Tenant CPA shall provide Landlord with a comprehensive, written list of any
disputed items or issues (“Disputed Items”). 
In the event that the parties are unable to resolve any dispute concerning
Tenant’s obligation to pay Tenant’s Percentage Share of Operating Expenses
and/or Property Taxes within six (6) months after the end of Tenant’s
review as set forth above, either party shall have the right to submit the
dispute to binding arbitration in accordance with the terms of Article 14,
below; provided, however, that any such dispute submitted to arbitration shall
be specifically limited to the Disputed Items.  Any amount of Operating
Expenses or Property Taxes determined to have been overpaid by Tenant shall be
promptly returned to Tenant, together with interest thereon at the Interest
Rate, (or at Landlord’s election, if this Lease has not terminated, credited
against Rent thereafter coming due hereunder), and any amounts determined to
have been underpaid by Tenant shall be paid to Landlord, together with interest
thereon at the Interest Rate within ten (10) days.  If it is
determined that the Operating Expenses and Property Taxes for any Expense Year
in dispute, collectively, have been overstated by more than three percent (3%),
then all of Tenant’s reasonable costs in connection with such review, dispute
and the arbitration shall be paid for by Landlord within thirty (30) days of
receipt of the arbitration award or other conclusion of such dispute; in all
cases where it is determined that the Operating Expenses and Property Taxes for
the Expense Year in dispute have not been overstated, Tenant shall be liable
for and shall reimburse Landlord for, all of Landlord’s actual fees, costs and
expenses incurred in connection with such review, dispute and arbitration,
within thirty (30) days of receipt of the arbitration award or other conclusion
of such dispute.


 


4.5.2                        Tenant acknowledges and agrees that any Expense Records of Landlord
reviewed under this Section 4.5 (and the information contained therein)
constitute confidential information of Landlord, which Tenant shall not
disclose, nor permit to be disclosed by the Tenant CPA, to anyone other than
the Tenant CPA performing the review, Tenant’s lawyers and consultants, Tenant’s
subtenants and the principals of Tenant who receive the results of the review
(and that, as a condition of commencement of any review of Landlord’s Expense
Records, Landlord may


 


36

















 


require
each of Tenant, the Tenant CPA, Tenant’s lawyers and consultants and each of
Tenant’s subtenants to whom Tenant desires to disclose the results of such
review, to execute and deliver to Landlord, a commercially reasonable
confidentiality agreement).


 


4.6                                 Proposition 13 Protection.


 


4.6.1                        Defined Terms


 


4.6.1.1               “Sale”
means a sale or other conveyance of the Project constituting a “change in
ownership” of the Project for purposes of the California Revenue and Taxation
Code (in effect as of the Effective Date) or any successor California statute.


 


4.6.1.2               “Reassessment” means a reassessment of the Project for real property tax purposes by the
appropriate governmental authority.


 


4.6.1.3               “Protected Sale” means each Sale during the Protection Period (defined in Section 4.6.1.4,
below).


 


4.6.1.4               “Protected Reassessment” means each Reassessment of the Project as a result of a Protected
Sale.


 


4.6.1.5               “Protection Period” means the period commencing on the First Increment Commencement Date
and expiring on the date that is sixty (60) calendar months after the First
Increment Commencement Date.


 


4.6.1.6               “Protected Tax Increase” means as to each Expense Year, all or part of which occurs during the
Protection Period, that portion of the Property Taxes for that portion of the
Expense Year within the Protection Period which is attributable solely to (and
would not otherwise be applicable but for) a Protected Reassessment, if any;
provided, however, that notwithstanding any provision of this Section 4.6
to the contrary, Protected Tax Increase shall in no event include any Property
Taxes which:


 


(a)                                  would have been assessed in any case in the
Expense Year in question (even under circumstances where there had not been any
Sale);


 


(b)                                 are attributable to assessments pending
immediately prior to the applicable first Reassessment which were included in
the applicable Protected Reassessment or any assessments which were rendered
unnecessary by or following the applicable First Reassessment; or


 


(c)                                  are attributable to the annual inflationary
increase in real property taxes (excluding that portion of any increase
attributable to the incremental increase in the assessed value of the Project
solely resulting from the applicable Protected Reassessment) provided by Law.


 


4.6.2                        Protection.


 


(i)                                     This Section 4.6.2 shall apply only if a
Protected Sale occurs during the Protection Period.  If no Protected Sale
occurs during the Protection Period, this Section 4.6 shall have no force
or effect.  In all cases, this Section 4.6.2 shall expire and shall
be of no force or effect on the date that is sixty (60) calendar months after
the First Increment Commencement Date.


 


(ii)                                  If a Protected Sale occurs during the
Protection Period then, in connection with any Protected Reassessment, during
and with respect to the Protection Period, Tenant shall not be obligated to pay
any portion of any Protected Tax Increase allocable to the Premises.


 


4.6.3                        Impact of Subsequent Sales.


 


(i)                                     During the Protection Period.  In the event that following the first
Protected Sale, there is one or more subsequent Protected Sales(s) (“Subsequent Sales”) during the Protection
Period, which result(s) in a Reassessment of the Project at a value higher
than the first Protected Reassessment this Section 4.6.3 shall continue to
apply as to each Protected Tax Increase.


 


(ii)                                  After the Protection Period.  Tenant shall, commencing on the date
that is sixty (60) months after the First Increment Commencement Date and
continuing for the remainder of the Term (including any applicable Extension
Term), pay the full amount of Tenant’s Percentage Share of all Property Taxes
for the Project.


 


4.6.4                        Landlord’s Right to Purchase the Proposition 13
Protection Amount. 
The amount of Tenant’s Percentage Share of Property Taxes which, as of any
particular date during the Protection Period, Tenant shall not be obligated to
pay with respect to the remainder of the Protection Period pursuant to the
provisions of this Section 4.6 shall be referred to herein as the “Proposition 13 Protection Amount.” 
Landlord shall have the right to purchase (and to eliminate) all or any portion
of any Proposition 13 Protection Amount at any time prior to the date that is
twenty-four (24) months after any Protected Reassessment by paying to Tenant an
amount equal to the Proposition 13 Purchase Price (defined in this Section 4.6.4,
below) with respect thereto.  As used herein, “Proposition 13 Purchase Price”  shall mean the present
value of the Proposition 13 Protection Amount then remaining (or if less than
all of the same is to be purchased by Landlord, the portion to be so purchased)
as of the date of payment (by Landlord to Tenant) of the Proposition 13
Purchase Price, as determined by Landlord utilizing a discount rate equal to
the Interest Rate.


 


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ARTICLE 5 -
ADDITIONAL TAXES


 


In addition to the Base Rent and all other forms of Additional Rent
payable by Tenant hereunder, Tenant shall reimburse Landlord within ten (10) days
of Landlord’s demand therefor, as Additional Rent, for any and all taxes, impositions
or similar fees or charges (other than any of the same actually included by
Landlord in Property Taxes with respect to the Expense Year in question)
payable by or imposed or assessed upon Landlord upon or with respect to (or
measured by or otherwise attributable to the cost or value of): (i) any
fixtures, equipment or other personal property located in or about the
Premises; (ii) any leasehold improvements made in or to the Premises by or
for Tenant (without regard to ownership of such improvements if and to the
extent the original cost, replacement cost or value thereof * foot or Rentable
Area contained in the Premises; (iii) the Rent payable hereunder,
including, without limitation, any gross receipts tax, license fee or excise
tax levied by any governmental authority; (iv) the leasing or use of
Tenant’s parking privileges in accordance with the terms of this Lease; (vii) any
rights to signage and/or identity rights held from time to time by Tenant under
this Lease; or (viii) Tenant’s installation, operation or maintenance of
ATMs at the Project pursuant to the ATM Rights.  Landlord shall enforce
the provisions of this Article 5 in a nondiscriminatory manner, and to the
extent Landlord requires Tenant to pay directly (pursuant and this Article 5)
a particular type or category of Property Tax, Landlord shall not include in
Property Taxes or Operating Expenses any Property Taxes of the same type of
category during the same Expense Year attributable to the same activities of
any other tenant or attributable to any other premises in the Project which are
then leased or available for lease.


 


ARTICLE 6 -
SECURITY DEPOSIT


 


[Intentionally omitted].


 


ARTICLE 7
-  USE OF PREMISES


 


7.1                                 Tenant’s Permitted Use.


 


7.1.1                        General.  Subject to the provisions of this Section 7, Tenant shall
use:  (a) the South Tower Premises only for Tenant’s Permitted Use as
set forth in Item 9.1 of the Basic Lease Provisions (and for training rooms,
in-house kitchen, cafeteria and food service operations and reproduction
facilities, if and to the extent the same are only incidental to Tenant’s
business operations in the Premises and are not to be used, in any material
way, for the provision of training, food and/or reproduction of goods and/or
services to the public) and shall not use the South Tower Premises or permit
the South Tower Premises to be used for any other purpose and (b) the
Plaza Building Space only for Tenant’s Permitted Use set forth in Item 9.2 of
the Basic Lease Provisions and shall not use the Plaza Building Space (or
permit the Plaza Building Space to be used) for any other purpose.  Tenant
shall, at its sole cost and expense, obtain and maintain in full force and
effect all governmental licenses, approvals and permits required to allow
Tenant to conduct Tenant’s Permitted Use for each of the South Tower Premises
and the Plaza Building Space.  Landlord disclaims any warranty that the
Premises (including the South Tower Premises and the Plaza Building Space) are
suitable for Tenant’s use, and Tenant acknowledges that it has had a full
opportunity to make its own determination in this regard; provided, however,
that nothing contained in this Section 7.1.1 shall reduce Landlord’s
obligation to deliver the Plaza Building Space to Tenant in the condition
specified in Section 1.2 of the Work Letter.  In no case shall Tenant
use any portion of the Premises for: (i) offices of any division, agency
or bureau of the United States or any state or local government (“Domestic Government Use”), (ii) offices
of any division, agency or bureau of any foreign government or subdivision
thereof, (“Foreign Government Use”),
(iii) offices of any health care professionals or for the provision of any
health care services, (iv) any school, educational, or other training
facility, (v) any retail or restaurant uses (provided, that during such
periods as Tenant is permitted to use the Plaza Building Space for a Permitted
Plaza Building First Class Use by a Permitted Plaza Building First Class Tenant
if and to the extent a retail of restaurant use shall qualify as a Permitted
Plaza Building First Class Tenant, this restriction shall not apply to the
Plaza Building Space, (vi) any residential use, (vii) any operational
offices for communications uses (such as broadcasting radio and/or television
stations), (viii) “executive suite” type uses where office suites are
maintained for individual rental, (ix) temporary employment agencies
(except and where exclusively used for hiring for Tenant) or (x) any use
of the Premises or any portion thereof for any occupancy density which is
greater than the average occupancy density associated with the occupancies of
the other tenants of the Project (collectively, “Prohibited Uses”); provided, however, that: (a) if at any
point during the Term of this Lease Landlord has, within the five (5) year
period prior to such date, entered into a direct lease (a “Permitted Governmental Lease”) with a
tenant which is a governmental entity expressly permitting such governmental
tenant to use its premises (the  “LL Permitted GUse Premises”) for a Domestic
Government Use, and such LL Permitted GUse Premises is actually used for a
period in excess of one hundred eighty (180) consecutive days for such Domestic
Government Use, Tenant may then convert a portion of the South Tower Premises to
a Domestic Government Use; provided, further, however, that Tenant’s rights to
convert (and use) a portion of the South Tower Premises for a Domestic
Government Use shall be strictly limited in all cases to a Domestic
Governmental Use which; (1) is not larger in Rentable Area than the LL
Permitted GUse Premises and (2) in Landlord’s good faith and reasonable
judgment is not more intrusive upon (in comparison to the Domestic Government
Use permitted in the LL Permitted GUse Premises) and/or more in conflict with
Landlord’s objectives (in comparison to the Domestic Government Use permitted
in the LL Permitted GUse Premises) as to the nature, size, intensity,
reputation and/or impacts upon security, use of Common Areas, reputation of the
Project and/or desirability of the Project to other tenants (and all other
reasonably relevant characteristics specified by Landlord with respect to the
Domestic Government Use (a “Permitted
Domestic Governmental Use”) and (b) if at any point during the
Term of this Lease Landlord has, within the five (5) year period prior to
such date, entered into a Permitted Governmental Lease with a tenant which is a
foreign governmental entity expressly permitting such foreign governmental
tenant to use its premises (the “LL Permitted
Foreign GUse Premises”) for a Foreign Government Use, and such LL
Permitted Foreign GUse Premises is actually used for a period in excess of one
hundred eighty (180) consecutive days for such Foreign Government Use, Tenant
may then convert a portion of the South Tower Premises to a Foreign Government
Use; provided, further, however, that Tenant’s rights to convert (and use) a
portion of the South Tower Premises for a Foreign Government Use shall be
strictly limited in all cases to a Foreign Governmental Use which: (1) is
not larger in Rentable Area than the LL Permitted Foreign GUse Premises and (2) in
Landlord’s good faith and reasonable judgment is not more intrusive upon (in
comparison to the Foreign Government Use permitted in the LL Permitted Foreign
GUse Premises) and/or more in conflict with Landlord’s objectives (in
comparison to the Foreign Government Use permitted in the LL Permitted Foreign
GUse Premises) as to the nature, size, intensity, reputation and/or impacts
upon security,


 


38

















 


use
of Common Areas, reputation of the Project and/or desirability of the Project
to other tenants (and all other reasonably relevant characteristics specified
by Landlord with respect to the Foreign Government Use (a “Permitted Foreign Governmental Use”). 
For example, if the LL Permitted GUse Premises is a premises of two thousand
(2,000) square feet of Rentable Area, is an office for executives and/or legal
staff for a governmental agency and is reasonably viewed by the public (and
other tenants) as being comparable to the other first class tenants in the
Building, Tenant’s rights to a government use in the Premises would be limited
only to government uses of two thousand (2,000) square feet of Rentable Area or
less of a comparable nature to such Domestic Government Use.


 


7.1.2                        Landlord’s Right to Recapture Plaza Building Space.  In the event that Tenant shall fail
to use and operate the Plaza Building Space as a retail bank for any period in
excess of sixty (60) consecutive days, and such failure shall continue (other
than due to good faith construction activities following casualty or a
condemnation event or for remodeling purposes) for a period of thirty (30) days
following delivery of written notice of Landlord’s intent to recapture such
portion of the Premises, Landlord shall have the right, upon five (5) days
written notice to Tenant, to recapture the Plaza Building Space from Tenant
(through termination of this Lease as to the Plaza Building Space, effective as
of the date of such notice) (“Landlord Bank
Space Recapture Right”), and following such recapture, to lease such
space to any other entity in Landlord’s sole and absolute discretion (provided
in all such cases, such other entity shall be a retail bank or a Permitted
Plaza Building First Class Tenant).  In the event that Landlord shall
exercise the Landlord Bank Space Recapture Right: (a) this Lease shall
automatically be amended to delete the Plaza Building Space from the Premises,
and all amounts, percentages and figures appearing or referred to in this Lease
based upon the square footage of the Premises (including, without limitation,
the amount of the Rent) shall be appropriately and immediately reduced, (b) all
of Tenant’s Tenant Plaza Building Identification Rights (defined in Section 28.5.4(ii),
below) and all of Tenant’s rights under Section 28.9.3 shall terminate and
shall be of no further force or effect and (c) Landlord and Tenant shall,
within a reasonable period of time thereafter, execute an amendment to this
Lease that shall: (i) confirm the deletion of the Plaza Building Space
from the Premises, (ii) confirm the termination of all of Tenant’s Tenant
Plaza Building Identification Rights and all of Tenant’s rights under Section 28.9.3,
below, and (iii) make any other necessary and appropriate modification to
this Lease.


 


7.2                                 Compliance With Laws and
Other Requirements.


 


7.2.1                         Subject to the
provisions of this Section 7.2.1, Tenant shall not do anything in or about
the Premises, the Buildings or the Project which will in any way conflict with
any law, statute, ordinance or other governmental or judicial rule, regulation
requirement or order now in force or which may hereafter be enacted,
promulgated or ordered (collectively, “Laws”). 
Subject to the provisions of the Work Letter and this Section 7.2.1,
Tenant shall, at its sole cost and expense, comply with all Laws which relate
to: (i) Tenant’s use of the Premises, (ii) the Alterations (as
defined in Section 10.2) or the Improvements (as defined in Section 11.2.2),
(iii) the Base Building (defined in this Section 7.2.1, below), but,
as to the Base Building, only to the extent such obligations are triggered by
Tenant’s non-general office Alterations, non-general office Improvements, or
non-general office use of the Premises and (iv) Other Installations Items
(defined in Section 9.1, below).  Should any standard or regulation
now or hereafter be imposed on Landlord or Tenant by a state, federal or local
governmental body charged with the establishment, regulation and enforcement of
occupational, health or safety standards for employers, employees, landlords or
tenants, then Tenant agrees, at its sole cost and expense, to comply with such
standards or regulations, provided that, in no event, shall Tenant be required
to comply with Laws with respect to the Base Building as a result of such
occupational, health or safety standards except to the extent required pursuant
to the second sentence of this Section 7.2.1.  Landlord shall comply
with all Laws relating to the Base Building (including the Base Building in the
Common Areas) if and to the extent (a) each such compliance with Laws
obligation is not the responsibility of Tenant under the second sentence of
this Section 7.2.1, and otherwise is not required as the result of the
misconduct, breach, fault or negligence of Tenant or of any Tenant Party, and (b) Landlord’s
failure to comply with such Laws would prohibit Tenant from obtaining or
maintaining a certificate of occupancy for the Premises, or would unreasonably
and materially affect the safety of Tenant’s employees or the operation of
Tenant’s business or would create a significant health hazard for Tenant’s
employees.  Landlord shall be permitted to include in Operating Expenses
any costs or expenses incurred by Landlord under this Section 7.2.1 to the
extent consistent with the terms of Section 4.2 above.  The “Base Building” shall include the Building
Structure and the Building Systems.


 


7.2.2                        Tenant shall not use the Premises, or permit the Premises to be used,
in any manner, or do or suffer any act in or about the Premises, which:  (i) violates
or conflicts with any applicable Law; (ii) causes or is reasonably likely
to cause material damage to the Project, any Building, any portion of the
Premises or the Building Systems; (iii) violates a requirement or
condition of any policy of insurance covering the Project, the Buildings,
and/or the Premises, or increases the cost of such policy unless Tenant agrees
in a writing reasonably satisfactory to Landlord to pay for all such increased
costs (provided that in no event shall the terms of this item (iii) prohibit
Tenant’s use of the South Tower Premises for general office purposes or
prohibit Tenant’s use of the Plaza Building Space for operation of a retail
bank branch office); (iv) constitutes or is reasonably likely to
constitute a substantial nuisance, annoyance or inconvenience to other tenants
or occupants of any building or the Project or its equipment, facilities or
systems; (v) interferes with, or is reasonably likely to interfere with,
the transmission or reception of microwave, television, radio, telephone, or
other communication signals by antennae or other facilities located in the
Project; or (vi) violates the Rules and Regulations described in Article 21.


 


7.3                                 Hazardous Materials.


 


7.3.1                        No Hazardous Materials (defined in Section 7.3.2, below) shall be
Handled (defined in Section 7.3.3, below) upon, about, in, at, above or
beneath the Premises or any portion of the Buildings or the Project by or on behalf
of Tenant, its subtenants or its assignees, or their respective contractors,
clients, officers, directors, employees, agents, or invitees (each, a “Tenant Entity”).  Notwithstanding the
foregoing, normal quantities of those Hazardous Materials customarily used in
the conduct of general administrative and executive office activities (e.g.,
copier fluids and normal office cleaning supplies) may be used and stored at
the Premises without Landlord’s prior written consent, but only in compliance
with all applicable Environmental Laws (defined in Section 7.3.1, below)
and in a manner consistent with Institutional Owner Practices.


 


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7.3.2                        “Environmental Laws” shall mean and include all now and hereafter existing Laws regulating,
relating to, or imposing liability or standards of conduct concerning public
health and safety or the environment.


 


7.3.3                        “Hazardous Materials” shall mean and include:  (a) any
material or substance: (i) which is defined or becomes defined as a “hazardous
substance,” “hazardous waste,” “infectious waste,” “chemical mixture or
substance,” or “air pollutant” under Environmental Laws; (ii) containing
petroleum, crude oil or any fraction thereof; (iii) containing
polychlorinated biphenyls (PCB’s); (iv) asbestos, asbestos-containing
materials or presumed asbestos-containing materials (collectively, “ACM”); (v) which is radioactive; (vi) which
is infectious; or (b) any other material or substance displaying toxic,
reactive, ignitable or corrosive characteristics, and are defined, or become
defined by any Environmental Law.


 


7.3.4                        “Handle,” “Handled,” or “Handling” shall mean any installation, handling,
generation, storage, treatment, use, disposal, discharge, release, manufacture,
refinement, presence, migration, emission, abatement, removal, transportation,
or any other activity of any type in connection with or involving Hazardous
Materials.


 


7.4                                 Existence of Asbestos.


 


7.4.1                        Pursuant to the provisions of Exhibit “I”  attached
hereto (the “ACM Notice”), a copy
of which Tenant acknowledges it has read, Landlord has notified Tenant of the
presence of ACM in or about portions of the Premises and other portions of the
Project.


 


7.4.2                        Landlord has established, and shall maintain during the Term, an ACM
operations and maintenance program (the “ACM
Operations and Maintenance Program”) consistent with Institutional
Owner Practices with respect to the existence of ACM in the Project. 
Tenant shall comply with all requirements of the ACM Notice and Landlord’s ACM
Operations and Maintenance Program.  In addition, during the Term, Tenant
shall comply with all disclosure, notification (with respect to its employees,
contractors, subtenants and others) and other matters relating to the existence
of ACM in or about the Project or the Premises imposed on employers and tenants
by applicable federal state or local Laws.


 


ARTICLE 8 -
UTILITIES AND SERVICES


 


8.1                                 Building Services.  Landlord agrees to furnish or cause
to be furnished, subject to the provisions of this Lease, as part of Operating
Expenses, the following utilities and services, twenty-four (24)-hours per day,
three hundred sixty-five (365) days per year (unless otherwise stated below),
subject to the conditions and standards set forth herein:


 


8.1.1                        Subject to all Laws, Landlord shall provide HVAC to the Premises (“HVAC Service”) for the comfortable use and
occupancy of the Premises (and shall operate the Project HVAC Service so as to
operate on a basis substantially consistent with the operational criteria
therefor set forth on Exhibit “NN”
attached hereto) from 8:00 a.m. to 6:00 p.m. Monday through Friday,
and 9:00 a.m. to 1:00 p.m. Saturdays (collectively, the “Business Hours”), except for the date of
observation of New Year’s Day, Presidents’ Day, Martin Luther King Day
Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day
(collectively, the “Holidays”);
provided, however, that if Tenant desires to use HVAC during hours (“Non-Business Hours”) other than Business
Hours (“After Hours HVAC”), Tenant
shall provide Landlord with prior fax or email notice of Tenant’s desired After
Hours HVAC use.  In all cases, Tenant shall pay to Landlord the “After Hours HVAC Rate” for all After Hours
HVAC ordered or requested by Tenant or any Tenant Party, within thirty (30)
days of receipt of a reasonably detailed bill therefor.  “After Hours HVAC Rate” shall mean, as of
the First Increment Commencement Date, Eighty-Five Dollars ($85.00) (the “Initial After Hours HVAC Rate”) per floor,
per hour of After Hours HVAC requested or ordered by Tenant; provided, however,
that (a) Landlord shall have the right to increase the After Hours HVAC
Rate following the First Increment Commencement Date to reflect any increase in
the cost of utility service and/or the cost of labor related to the provision
of After Hours HVAC experienced by Landlord from and after the First Increment
Commencement Date and (b) if at any time the actual cost (without
inclusion of any administrative overhead or profit or cost for wear and tear or
depreciation) of utility services and/or the labor and materials related to the
provision of After Hours HVAC actually experienced by Landlord shall be less
than the Initial After Hours HVAC Rate, Landlord shall appropriately reduce the
Initial After Hours HVAC Rate to reflect such lower cost.  Notwithstanding
the foregoing, the After Hours HVAC Rate shall not include a start-up charge or
minimum usage requirement (other than the fact that After Hours HVAC is
provided on a full floor basis only).


 


8.1.2                        Electricity.


 


8.1.2.1               At
all times, Landlord shall provide electric current as required for Building
standard lighting and fractional horsepower office machines and adequate
electrical wiring and facilities for connection to the lighting fixtures and
incidental use equipment of Tenant (“Electric
Service”); provided, however, that notwithstanding any provision of
this Lease to the contrary the total connected electrical load for all of the
lighting and incidental use equipment located in the Premises shall in no case
exceed eight (8) watts per rentable square foot of the Premises (the “Maximum Electrical Amount”).  Without
Landlord’s consent, Tenant shall not install, or permit the installation in the
Premises of any computers, word processors, electronic data processing
equipment or other type of equipment or machines which will increase Tenant’s
use of electric current in excess of that which Landlord is obligated to
provide pursuant to this Section 8.1.2 (“Excess
Electrical Requirements”).  If Tenant shall desire to utilize
electric current in excess of the Maximum Electrical Amount, Tenant’s request
for changes in the Maximum Electrical Amount shall be treated as a request for
a Base Building Change under Section 3.7 of the Work Letter; provided, however,
that Landlord may condition its consent upon Tenant’s payment in advance of
Landlord’s total, direct, out-of-pocket costs of designing, permitting,
installing, maintaining and providing any additional facilities reasonably and
in good faith determined by Landlord to be required to satisfy such Excess
Electrical Requirements (or otherwise related to the additional wear and tear
on Building Systems associated therewith);


 


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8.1.2.2               If
Tenant’s actual electricity consumption for any portion of the Premises
(excluding therefrom electricity consumption related to HVAC), as determined on
a nondiscriminatory basis in good faith by Landlord pursuant to such
measurement method or methods as Landlord shall employ from time to time
(including, without limitation, the use of submeters and/or pulse meters,
electrical surveys and/or engineer’s estimates (provided, however, that
Landlord shall use commercially reasonable efforts to use all other
commercially reasonable estimating or measurement techniques before utilizing
submeters)), exceeds the Electricity Consumption Standard (defined in this Section 8.1.2.2,
below) for any reasonable calculation period determined by Landlord, Tenant
shall pay to Landlord, as Additional Rent, the sum of:  (a) Landlord’s
actual direct cost of supplying such excess consumption, including, without
limitation, all taxes thereon and (b) all of Landlord’s actual costs of
monitoring and measuring such excess consumption; provided, however, that
notwithstanding any provision of this Lease to the contrary, in the event that
Tenant shall install and/or operate in the Premises any equipment: (X) which
is equipment which has an electrical consumption higher than the electrical
consumption of equipment used for general office use (including without
limitation, high volume copying equipment and Tenant HVAC equipment), (Y) which,
consistent with Institutional Owner Practices applied by Landlord in a non
discriminatory manner, is considered high electricity consumption equipment, or
(Z) which is any other equipment with the potential for consuming similar
quantities of electricity (collectively, “High
Consumption Equipment”), Landlord shall have the right to separately
bill Tenant for and receive reimbursement (within ten (10) days of
Landlord’s written demand therefor) (utilizing such electrical consumption
measurement and/or estimating methods as Landlord shall in good faith adopt)
for all of Landlord’s actual costs (including utility charges and taxes)
relating to electricity usage by all such High Consumption Equipment.  The
“Electricity Consumption Standard”
shall mean the greater of: (i) the monthly electrical power consumption
that would exist if Tenant consumed an average of four (4) watts per square
foot of Rentable Area during Business Hours and (ii) the monthly
electrical power consumption that would exist if Tenant’s average electrical
power consumption during Business Hours was equal to Landlord’s reasonable
estimate of 107% of an average project tenant’s (averaging all tenants in the
Project) consumption of electricity during Business Hours (expressed on a watt
per square foot of Rentable Area basis).


 


8.1.2.3               If
Tenant’s increased electrical requirements described in Section 8.1.2.1
will materially affect the temperature level in the Premises or any Building,
Landlord’s consent may be conditioned upon Tenant’s payment of all direct,
actual costs of installation and operation of any machinery or equipment
necessary to restore the temperature level to that otherwise required to be
provided by Landlord, including, but not limited to, the cost of modifications
to the Building Systems.  Subject to the provisions of Section 16.8.2,
below, Landlord shall not, in any way, be liable or responsible to Tenant for
any loss or damage or expense which Tenant may incur or sustain if, for any
reasons beyond Landlord’s reasonable control, either the quantity, quality or
character of electric service is changed or is no longer available or suitable
for Tenant’s requirements.


 


8.1.3                        Landlord shall provide reasonably sufficient amounts of cold and tepid
city water to the Premises from the regular outlets in the Buildings for
drinking, lavatory, toilet, kitchen and other purposes consistent with office
use.


 


8.1.4                        Landlord shall provide full, nonexclusive, non-attended automatic
passenger elevator service to and from the South Tower Premises during the
Business Hours in a manner and at a level consistent with Institutional Owner
Practices (and the standards of the Comparable Buildings) and from not less
than four (4) elevators serving the South Tower Premises at all times,
provided, however, that during such times as Landlord shall be servicing,
repairing and/or refurbishing the elevators serving the South Tower Premises,
Landlord shall only be required to provide elevator service to the South Tower
Premises from not less than two (2) elevators.


 


8.1.5                        Landlord shall provide at all times and at no cost to Tenant,
nonexclusive freight elevator service to and from the South Tower Premises,
which service shall be subject to service of conflicting demands of the other
tenants in the Building on a reasonable and nondiscriminatory basis.


 


8.1.6                        Janitorial and Cleaning.


 


8.1.6.1               Landlord
shall provide reasonable janitorial and cleaning services conforming to the
specifications set forth in Exhibit “J”
(or such janitorial specification as Landlord shall adopt from time to time
consistent with the standards of the Comparable Buildings) and window washing
in a manner and with such frequency as is consistent with window washing at the
Comparable Buildings (but in no event less than three (3) times per
year).  Landlord shall not be required to provide janitorial services for
portions of the Premises used for preparing or consuming food or beverages, for
storage, as a mailroom, or for a lavatory (other than the Common area lavatory
rooms) other than normal “light” janitorial services such as emptying of waste
containers, standard vacuuming, mopping and sweeping.  Landlord shall not
be responsible for more extensive lunch room cleaning such as the washing of
dishware or cleaning any refrigerator located therein.  In all events,
Tenants shall pay to Landlord the cost of removal of Tenant’s refuse and
rubbish, to the extent that the same exceeds the refuse and rubbish attendant
to normal office usage.


 


8.1.6.2               Subject
to the requirements of this Section 8.1.6.2, at any time during the Term,
upon thirty (30) days prior notice to Landlord, Tenant may elect to have
Landlord cease providing janitorial and cleaning services to its Plaza Building
Space and/or to its Premises in the South Tower.  In such event, Tenant
shall retain the services of another qualified janitorial and cleaning
contractor (“Substitute J&C Contractor”),
to provide janitorial and cleaning services of a scope and quality not less
than that then being provided by Landlord to tenants in the Project
generally.  Each Substitute J&C Contractor shall be subject to
Landlord’s approval, which approval shall not to be unreasonably withheld,
delayed or conditioned; provided, however, that Tenant shall have no right to
(and shall not) employ or engage (or otherwise contract with) as a Substitute
J&C Contractor, any contractor that shall not be providing all of its
services within the Project as a union contractor (and the parties hereto agree
that it shall not be unreasonable for Landlord to refuse to approve any
Substitute J&C Contractor proposed by Tenant that is a non-union
contractor).  To the extent that Tenant so elects to provide such
janitorial and cleaning services to its Premises under this Section 8.1.6.2,
Tenant shall receive a credit against Tenant’s Percentage Share of Operating
Expenses, for each Expense Year during which Tenant (for one of more calendar
months) provides janitorial and cleaning services to the Premises under this Section 8.1.6.2,
equal to the difference between: (i) the Actual Costs that would have been


 


41

















 


incurred
by Landlord in providing janitorial and cleaning services to the Premises and
at the Project during such Expense Year had Tenant not so elected to provide
such janitorial and cleaning services to the Premises and (ii) the Actual
Costs that were actually incurred by Landlord in providing janitorial and
cleaning services at the Project during such Expense Year.


 


8.1.7                        Landlord shall provide reasonable access control services for the South
Tower and in the J-2 Parking Annex seven (7) days per week, twenty-four
(24) hours per day, in a manner consistent with Comparable Buildings. 
Notwithstanding the foregoing, Landlord shall in no case be liable for personal
injury or property damage for any error with regard to the admission to or
exclusion of any person from any Building or the Project.  Tenant may, at
its own cost and expense, install its own security system (including, without
limitation, any card key access system regulating elevator assisted entry into
the Premises) (“Tenant’s Security System”)
in the Premises (and the elevators serving the Premises) pursuant to the terms
of Article 9, below and Landlord shall reasonably cooperate with Tenant,
at no charge to Tenant, to allow Tenant, at Tenant’s sole cost and expense, to
have Tenant’s Security System interface with Landlord’s security system;
provided, however, that Tenant shall coordinate the installation and operation
of Tenant’s Security System with Landlord to assure that Tenant’s Security
System is compatible with Landlord’s security system and/or with the Building
Systems, and to the extent that Tenant’s Security System is not compatible with
Landlord’s security system and/or with the Building Systems, Tenant shall not
be entitled to have the Tenant’s Security System interface with Landlord’s
security system, but so long as and to the extent that the same shall; (i) have
no negative impacts on the operation of Landlord’s security system or fire/life
safety system (or other Building Systems) or on the operation and management of
the Project and (ii) shall fully comply with all Laws, Tenant may have
such aspects of Tenant’s Security System operate independently from Landlord’s
security system.  Tenant shall be solely responsible, at Tenant’s sole
cost and expense, for the monitoring, operation, maintenance, repair and
removal at the expiration or sooner termination of this Lease of Tenant’s
Security System.  Subject to availability (which shall be consistent with
the standards of the Comparable Buildings) and upon request from Tenant,
between the hours of 8:30 p.m. and 5:30 a.m.  Landlord’s access
control personnel will accompany any employee or visitor of Tenant from the
South Tower to the vehicle of such employee or visitor at the level of the J-2
Parking Annex.


 


8.1.8                        At all times during the Term, Landlord shall provide to Tenant free of
charge; (i) a reasonable quantity of riser space (not inclusive of new
conduit, such that Tenant may elect to use Landlord’s existing conduit or may
elect to have Landlord remove existing conduit so as to allow Tenant to install
new conduit at Tenant’s sole expense) in the riser (“Riser”) for the South Tower and the Plaza Building (free and
clear of other claims) for Tenant’s use for Tenant’s telecommunications and
data lines (including Tenant’s “T-1”
data lines, voice lines and other fiber lines) and (ii) the use of copper
wire and other telecommunications, data and voice lines (if any) presently
existing in the Riser (“Existing Lines”);
provided, however, that: (a) Tenant shall pay all third-party costs, fees,
expenses or charges in connection with the use of Existing Lines which are not
owned by Landlord and (b) Tenant shall pay (or cause its service provider
to pay) to Landlord all nondiscriminatory Riser access fees required to be
charged by Landlord (by the California Public Utilities Commission or any
successor thereto) in connection with installation and placement by a
telecommunications or data service provider not currently providing such
services in the South Tower and/or the Plaza Building of new telecommunications
and data lines installed or placed at Tenant’s direction in a separate conduit
placed in the Riser.  Tenant acknowledges that Landlord has made no
representations or warranties as to the adequacy or reliability (for any
purpose) of the Existing Lines or the Riser.


 


8.1.9                        Whatever Tenant requires utilities and/or services (in excess of that
which Landlord is otherwise obligated to provide as set forth in this Lease)
which are generally made available to tenants by the landlords of the
Comparable Buildings (and is generally made available by Landlord to its
tenants in the Project) (which utilities and services or construction
management services Landlord and Tenant stipulate shall not include
architectural, design, engineering or general contracting services or
construction management services), Landlord shall provide such excess services
and utilities at a cost which is equal to the incremental out of pocket costs
paid to third parties without a markup for administration, profit, overhead or
depreciation (“Actual Costs”);
provided, however, that the foregoing shall not apply to the After Hours HVAC
Rate or any other service or utility for which an express cost (or cost
formula) is provided in this Lease.


 


Any amounts which Tenant is required to pay to
Landlord pursuant to this Section 8.1 shall be payable within thirty (30)
days following written demand by Landlord and shall constitute Additional
Rent.  From time to time during the Term, Landlord shall have the right to
modify the services provided to Tenant hereunder (excluding, however, the standards
for HVAC service, HVAC specifications, electric service, the Maximum Electrical
Amount and standards specified in Section 8.1.7, above, none of which
shall be modified, other than as required by applicable Laws); provided such
modified services are consistent with Institutional Owner Practices for ground
floor bank branch space in the Comparable Buildings (to the extent applicable
to the Plaza Building Space) and for general office use (to the extent
applicable to the South Tower Premises).


 


8.2                                 Interruption of Services.  Landlord shall not be liable for any
failure to furnish, stoppage of, interruption of, or other problem related
to furnishing any of the services or utilities described in Section 8.1
when such failure is caused by accident, breakage, repairs, strikes, lockouts,
labor disputes, labor disturbances, governmental regulation, civil
disturbances, acts of war, moratorium or other governmental action, or any
other cause beyond Landlord’s reasonable control, and, in such event, Tenant
shall not be entitled to any damages nor shall any failure or interruption
abate or suspend Tenant’s obligation to pay Base Rent and Additional Rent
required under this Lease (except as specifically set forth in this Lease) or
constitute or be construed as a constructive or other eviction of Tenant. 
In the event any governmental or quasi-governmental authority or public utility
promulgates or revises any Law or issues mandatory controls relating to the use
or conservation of energy, water, gas, light or electricity, the reduction of
automobile or other emissions, or the provision of any other utility or
service, Landlord may take any reasonably appropriate action to comply with
such Law or mandatory control without affecting Tenant’s obligations
hereunder.  Notwithstanding any provision of this Agreement to the
contrary, under no circumstances shall Landlord be responsible for, and Tenant
waives any and all of its rights and remedies with respect to any death, bodily
injury or property damage or loss suffered by Tenant (or any agent, employee,
invitee, visitor or customer of Tenant) on account of any criminal activity
occurring in or around the Premises or any portion of the Project, without
regard to the adequacy or sufficiency of any security or access control
services or system provided or implemented by Landlord from time to time and
notwithstanding any negligence, gross negligence or other form of negligence on
the part of Landlord or any Agent, employee or contractor thereof. 
Landlord acknowledges that the foregoing waiver shall not waive the rights of
parties other than Tenant; provided, however, that Tenant acknowledges and
agrees that Landlord has not undertaken


 


42

















 


any
duty whatsoever (hereunder or otherwise) with respect to such other
parties.  Landlord makes no representation with respect to the adequacy or
fitness of the Project’s HVAC system to maintain temperatures as may be
required for the operation of any computer, data processing or other special
equipment.


 


ARTICLE 9
- MAINTENANCE AND REPAIRS


 


9.1                               Tenant Repairs.  Tenant shall, at Tenant’s sole cost
and expense, pursuant to the terms of this Lease, including without limitation,
Article 10 hereof, keep the Improvements in the Premises, and all other
Alterations, tenant fixtures and furnishings in the Premises (except the Base
and Building) and all Other Installation Items (defined in this Section 9.1.
below), in good order, repair and condition at all times during the Lease Term,
subject to reasonable wear and tear, and (subject to Article 12, below)
damage by casualty event or the negligence or misconduct of Landlord or any
Landlord Party.  Except as specifically set forth in Section 9.3,
below, Tenant hereby waives the right to make repairs and any and all rights
under and benefits of subsection 1 of Section 1932 and Sections 1941
and 1942 of the California Civil Code or under any similar Law now or hereafter
in effect.  Otherwise, except as provided in this Lease, there shall be no
abatement of Rent, nor shall there be any liability of Landlord, by reason of
any injury to, or damage suffered by Tenant, including without limitation, any
incovenience to, or interference with, Tenant’s business or operations arising
from the making of, or failure to make, any maintenance or repairs, alterations
or improvements in or to any portion of the Buildings or the Project.  No
provision of this Lease shall be construed as obligating Landlord to perform
any repairs, Alterations or decorations to the Premises or the Project except
as otherwise expressly agreed to be performed by Landlord pursuant to the
provisions of this Lease.  For purposes of this Lease, “Other Installations Items” means any
installation, equipment, tangible personal property or fixture owned or erected
by Tenant outside the Premises (such as signs, security systems ATMs,
generators, etc.) pursuant to the provisions of this Lease.


 


9.2                               Landlord Repairs.  Landlord shall operate and maintain
in a first class manner in accordance with Institutional Owner Practices and
otherwise shall comply with all Laws (if and to the extent Landlord is required
to do so under the provisions of Section 7.2.1 above) applicable to: (i) the
structural portions of the Premises, Buildings and Project, including the
foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and
mullions, columns, beams, shafts (including elevator shafts), stairs (except
internal stairways installed within the Premises), parking areas, landscaping,
fountains, elevator cabs, plazas, Common Areas, art work and sculptures, public
men’s and women’s washrooms (collectively, the “Building Structure”), (ii) the Building Systems, and (iii) the
Common Areas (including, without limitation, the Parking Facilities).


 


9.3                               Tenant’s Right to Make
Repairs.  Notwithstanding
the provisions of Section 9.1, above, in the event that Tenant provides
notice to Landlord of an event or circumstance which requires the action of
Landlord with respect to repair and/or maintenance required:  (i) pursuant
to Section 9.2 of this Lease, (ii) in connection with Landlord’s
obligations to provide utilities or services in accordance with the terms of Section 8.1.
of this Lease, or (iii) in connection with Landlord’s compliance with law
obligations under Section 7.2.1 of this Lease, and such required action
relates to any full floor of the South Tower Premises or all of the Plaza
Building Space, and Landlord fails to commence to provide the required action
within a reasonable period of time, given the circumstances, after the receipt
of such notice, but not in any event later than twenty-one (21) days after
receipt of such notice (or within two (2) business days in the case of an
Emergency (defined in this Section 9.3, below)), Tenant may proceed to
take the required action upon delivery of an additional ten (10) business
days notice (or one (1) business day notice in the event of an Emergency)
to Landlord specifying that Tenant is taking such required action, and if such
action was required under the terms of this Lease to be taken by Landlord, then
Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s
reasonable costs and expenses in taking such action, together with interest on
such amount at the Interest Rate, from the date such costs are expended by
Tenant to the date of payment of such amount by Landlord.  In the event
Tenant takes such action, and such work will affect the Building Systems, or
the structural integrity of the South Tower or the Plaza Building, Tenant shall
use only those contractors used by Landlord in the Project for work on the
Building Systems or Building Structure unless (after not less than five (5) business
days written notice to Landlord) such contractors are unwilling or unable to
perform such work at a commercially reasonable rate, in which event Tenant may
utilize the services of any other qualified contractor which normally and
regularly performs similar work in the Comparable Buildings.  Further, if
Landlord does not deliver a detailed written objection to Tenant, within thirty
(30) days after Landlord’s receipt of an invoice from Tenant of its costs of
taking action, which Tenant claims should have been taken by Landlord, and if
such invoice from Tenant sets forth a reasonably particularized breakdown of
its costs and expenses in connection with taking such action on behalf of
Landlord, then Tenant shall be entitled to deduct from Rent payable by Tenant
under this Lease, the amount set forth in such invoice, together with interest
at the Interest Rate on such amount, from the date such costs are expended by
Tenant through the date of such deduction from Rent.  If, however,
Landlord delivers to Tenant within thirty (30) days after Landlord’s receipt of
Tenant’s invoice, a written objection to the payment of such invoice, setting
forth with reasonable particularity Landlord’s reasons for its claim that such
action did not have to be taken by Landlord pursuant to the terms of this Lease
or that the charges are excessive (in which case Landlord shall pay the amount
it contends would not have been excessive), then Tenant shall not be entitled
to such deduction from Rent, but as Tenant’s sole remedy, Tenant may submit
such dispute to arbitration in accordance with the terms of Article 14,
below.  If Tenant prevails in the Arbitration and receives an award in its
favor (with all awards to the prevailing party to include an award of attorneys’
fees), Tenant shall be permitted to deduct the amounts of the award, together
with interest at the Interest Rate on its then unpaid repair costs, computed
from the date of expenditure to the date of offset or payment from Rents next
due and owing under this Lease.  As used in this Section 9.3, an “Emergency” shall be a situation in which
there is an immediate and material threat to life, safety, or to operation of
Tenant’s business in the Premises.


 


ARTICLE 10
- ALTERATIONS, ADDITIONS AND


IMPROVEMENTS


 


10.1                        Landlord’s Work.   Except as otherwise
expressly set forth in this Lease, and except with respect to Landlord’s repair
and maintenance obligations under this Lease, Landlord’s sole construction
obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit “C”.


 


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10.2        Landlord’s Consent;
Conditions.  Tenant
may, without the need to obtain the consent or approval of Landlord, make any
improvements, alterations, additions or changes to the South Tower Premises or
the Plaza Building Space (collectively, the “Alterations”)
desired by Tenant which do not require a Permit (as defined in Section 3.5
of the Work Letter) and which are minor or purely cosmetic Alterations, such as
painting, installation or replacement of floor and wall coverings, hanging of
pictures, cabinets and the like (“Finish Work”),
by providing Landlord with written notice not less than ten (10) days
prior to the proposed commencement thereof.  Except for such Finish Work,
Tenant shall not make any Alterations to the South Tower Premises or the Plaza
Building Space (collectively, “Consent
Alterations”), without first procuring the prior written consent of
Landlord to such Alterations, which consent shall be requested by Tenant not
less than ten (10) days prior to the commencement thereof, and which consent
shall not be withheld or conditioned by Landlord for any reason which is not a
Design Problem (defined in this Section 10.2, below).  For purposes
of this Lease, a “Design Problem”
shall be deemed to exist if any portion of any Alterations (including, but not
limited to the Tenant Improvements (as defined in the Preamble to the Work
Letter)); (i) affects the exterior appearance of the Project or of any
Building in the Project (except with respect to signage and antennae which
shall be subject to separate criteria under this Lease), (ii) affects the
exterior appearance of any of the Common Areas or any views from any of the
Common Areas (but not including views from; (A) the Common Areas through
the exterior windows of the Plaza Building Space of customary, temporary,
non-electrified retail bank signage in the interior of the Plaza Building Space
that is comparable to that located in retail bank branch offices of other
first-class banks located in the ground floors of Comparable Buildings in the
downtown Los Angeles Central Business District or (B) the interior of
South Tower elevator cabs, or the views from Common Area corridors on
multi-tenant South Tower floors into the Premises), (iii) materially and
adversely affects the Building Systems or the Building Structure, (iv) requires
Landlord to provide additional services (above and beyond those normally
provided) to the Premises or to any other portion of the Project, or otherwise
creates special maintenance problems at the Project (but, in each case, only to
the extent Tenant is unwilling to agree (in a written agreement reasonably
satisfactory to Landlord) to pay all incremental costs incurred by Landlord as
a result thereof), (v) only in the context of Base Building Changes (as
defined in Section 3.7 of the Work Letter) outside of the Premises, could
result in a higher frequency of (or more severe) injuries to persons and/or
damage to property, (vi) fails to comply with any Laws, or (vii) unreasonably
interferes with the normal or customary business office operations of any other
business office tenant or occupant of the South Tower or North Tower or with
the normal or customary operations of any other tenant or occupant of the Plaza
Building.  In the event Tenant proposes to make any Consent Alterations, shall
include the plans and specifications for such proposed Alterations. 
Landlord shall grant or withhold its consent to any Consent Alterations so
requested within fifteen (15) business days of receipt of Tenant’s notice
(provided that, if Landlord grants its consent to any such Consent Alteration,
Landlord, concurrently with such grant of its consent shall notify Tenant
whether Landlord requires (but only to the extent that Landlord has the right,
pursuant to Section 10.6.2, below, to require Tenant to remove such
Consent Alterations) Tenant, on or before the expiration or earlier termination
of this Lease, to remove such Consent Alterations, at Tenant’s sole cost and
expense, and otherwise in accordance with the provisions of Section 10.6). 
Landlord’s failure to respond within such fifteen (15) business day period
shall conclusively be deemed to evidence Landlord’s approval with respect to
such Consent Alteration if Landlord shall continue to fail to respond after
three (3) business days’ additional written notice delivered by Tenant at
any time after the twelfth (12th) business day following Tenant’s original
submission for such approval.  For purposes of this Lease, “Building Systems” shall mean all basic
electrical, mechanical, heating, ventilation and air conditioning (“HVAC”) systems, security, plumbing,
fire/life safety, telecommunications, elevator, escalator and sprinkling
systems and equipment serving the Buildings and/or the Project, other than any
supplemental systems or equipment over and above the Buildings’ (or the Project’s)
primary electrical, mechanical, HVAC, telecommunications, plumbing, life
safety, elevator and sprinklering systems, which may be installed by or at
Tenants’ request in the Premises to service Tenant’s special needs.  All Alterations
shall be subject to; (a) Landlord’s prior written approval (pursuant to a
nondiscriminatory standard consistent with Institutional Owner Practices) of
the time or times when the Alterations are to be performed; (b) Landlord’s
prior written approval (pursuant to a standard consistent with Institutional
Owner Practices) of the contractors and subcontractors performing work in
connection with the Alterations; (c) Tenant’s receipt of all necessary
permits and approvals from all governmental authorities having jurisdiction
over the Premises prior to the construction of the Alterations; (d) Tenant’s
written notice of whether the Alterations include the Handling of any Hazardous
Materials, pursuant to Section 7.3; (e) Tenant’s delivery to Landlord
of such insurance as Landlord shall customarily require, provided that the same
shall be consistent with Institutional Owner Practices; (f) Tenant’s
payment to Landlord, within thirty (30) days of Landlord’s delivery of a
written invoice therefore, of all out-of-pocket costs and expenses actually
incurred in good faith by Landlord in connection with any matter which requires
review by or consultation with third party consultants; and (g) Tenant’s
(and Tenant’s contractors’) compliance with such nondiscriminatory construction
rules and regulations and building standards as Landlord may promulgate
from time to time (and which are consistent with Institutional Owner
Practices), including, but not limited to those Contractor Rules and
Regulations attached to the Work Letter as Schedule “5”, as such
Contractor Rules and Regulations may be amended from time to time.


 


10.3        Performance of Alterations
Work.  Landlord may
impose as a condition to its approval of any proposed Consent Alteration, the
requirement that, subject to the provisions of Section 10.6.2, upon
Landlord’s request, Tenant shall, at Tenant’s sole cost and expense, remove
such Consent Alteration upon the expiration of or any early termination of the
Term.  Subject to the provisions of Section 7.2.1, Tenant shall
construct all Alterations in a first-class, good and workmanlike manner, in
conformance with any and all applicable Laws and, where the same is required
pursuant to applicable Laws with respect to such Alteration, pursuant to and in
conformance with a valid building permit issued by the City of Los
Angeles.  Subject to the provisions of Section 7.2.1 and the
provisions of Section 2 of Schedules 1-B and 1-D of the Work Letter, in
the event Tenant performs any Alterations in the Premises which require or give
rise to governmentally required changes to the Base Building, then Landlord
shall, at Tenant’s sole cost and expense (to the extent of Landlord’s actual
cost in connection therewith), promptly make such changes to the Base Building;
provided, however, that in such case, at Tenant’s request, Landlord shall use
commercially reasonable efforts to expedite the performance of any such changes
so as to not delay any efforts by Tenant to quickly commence and complete such
Alterations.  In performing the work of any Alterations, Tenant shall have
the work performed in such manner so as not to unreasonably obstruct or
interfere with access to any portion of the Project, by any other tenant or
occupant of the Project, and so as not to unreasonably obstruct or disturb the
business of other tenants or occupants in the Project.  Provided Landlord
enforces such requirement on non-discriminatory basis among all tenants in the
Project (and itself acts consistently with such requirement), Tenant shall not
use (and upon notice from Landlord shall cease using) contractors, services,
workmen, labor, materials or equipment that, in Landlord’s reasonable judgment,
would disturb labor harmony with the workforce or trades engaged in performing
other work,


 


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labor
or services in or about the Project.  Upon completion of any Alterations,
Tenant agrees to cause a Notice of Completion to be recorded in the office of
the Recorder of the County of Los Angeles in accordance with Section 3093
of the Civil Code of the State of California or any successor statute, and
except as to Finish Work, within a reasonable period following completion of
particular Alterations. Tenant shall deliver to the Project management office a
copy of the “as built” drawings of the Alterations with respect to those
portions of the Premises affected (or at Tenant’s election, a copy of Tenant’s
plans or drawings for such Alterations, with field changes shown
thereon).  All work shall be performed by Tenant at Tenant’s sole cost and
expense and shall be prosecuted to completion in a diligent, first-class manner
and so as not to unreasonably interfere with any other tenants or occupants of
the Project.  Subject to the provisions of Sections 2.5 and 3.1.3 of the Work
Letter (which shall apply to all Alterations) without Landlord’s prior written
consent, which shall not be unreasonably (based upon Institutional Owner
Practices) withheld, Tenant shall not use any portion of the Common Areas (or
any area of the Project outside of the Premises) in connection with the making
of any Alterations, and Tenant shall not modify or alter any improvements or
components of the Project outside of the Premises.  If Tenant (in its sole
and absolute discretion) orders any work directly from Landlord, Tenant shall
pay to Landlord a percentage of the cost of such work (such percentage to be
established on a uniform basis for the Buildings and/or Project) sufficient to
compensate Landlord for all overhead, general conditions, fees and other costs
and expenses arising from Landlord’s involvement with such work.


 


10.4        Construction Insurance.  Prior to the commencement of any
Alterations, Tenant shall provide Landlord with reasonable evidence that Tenant
carries “Builder’s All Risk” (or comparable) insurance in a commercially
reasonable amount covering the construction of such Alterations to the extent
customarily required given the scope of such Alterations, it being understood
and agreed that all such Alterations shall be insured by Tenant pursuant to Article 11
of this Lease immediately upon completion thereof.  In addition, Tenant
shall cause to be carried by its contractors and subcontractors Workers’
Compensation insurance (if and to the extent required to be so carried by such
contractors and subcontractors under applicable laws) in connection with the
construction of any Alterations.


 


10.5        Liens.  Tenant shall pay when due all costs
for work performed and materials supplied to the Premises.  If the
Premises, the Buildings and the Project are levied or otherwise encumbered by
any liens, stop notices and/or violation notices (collectively, “Liens and Notices”) relating to any
Alterations or any other work performed for, materials furnished to or
obligations incurred by, Tenant (collectively, “Tenant Responsible Work”), to the extent such Liens and
Notices are not the result of the misconduct of Landlord (or any agent of
Landlord), then Tenant shall indemnify, defend and hold harmless Landlord, the
Premises and the Project from and against any and all claims, actions, losses,
damages, liabilities, obligations, fines, penalties, interest, costs and
expenses, including, without limitation, attorneys fees, court costs, and
litigation consultant fees and expenses (whether incurred prior to, during or
after, trail and any appeal) (collectively, “Claims,
Damages and Expenses”) asserted or incurred in connection with,
arising out of, or related to any and all such Liens and Notices.  Tenant
shall give Landlord not less than seven (7) business days prior written
notice before commencing any Alterations in or about the Premises to permit
Landlord to post appropriate notices of non-responsibility.  Tenant shall
satisfy or otherwise discharge or bond over all liens, stop notices or other
claims or encumbrances related to Tenant Responsible Work (to the extent the
same are not the result of the misconduct of Landlord or its agents) within ten
(10) days after Landlord notifies Tenant in writing that any such lien,
stop notice, claim or encumbrance has been filed.  If Tenant fails to pay
and remove or bond over such lien, claim or encumbrance within such ten (10) day
period, Landlord, at its election, may (but shall not be obligated to) pay and
satisfy the same, and in such event the sums so paid by Landlord, with interest
thereon from the date of payment at the Interest Rate, shall be deemed to be
Additional Rent due and payable by Tenant within ten (10) days following
demand therefor.


 


10.6        Surrender.


 


10.6.1      Subject
to the provisions of this Lease, all Alterations, improvements, fixtures,
equipment and/or appurtenances which may be affixed to the Premises, from time,
to time, shall be at the sole cost and expense of Tenant and shall be and
become the property of Landlord at the expiration or sooner termination of this
Lease, except that Tenant shall have the right to remove any such Alterations,
improvements, fixtures and/or equipment which are not permanently installed in
the Premises, provided that Tenant fully repairs any damage to the Premises,
the Buildings and/or the Project caused by such removal.  Furthermore, (i) subject
to the provisions of this Lease, if Landlord, as a condition to Landlord’s
consent to any Consent Alteration or to any initial Tenant Improvement (as
defined in the Work letter), shall notify Tenant that Landlord requires Tenant
to remove such Alterations upon the expiration of or early termination of the
Term, Tenant shall, at Tenant’s sole cost and expense, remove such Consent
Alteration or Initial Tenant Improvement and (ii) on or before the
expiration or earlier termination of this Lease, Tenant shall (except as
provided in Section 10.6.2, below) remove each improvement or feature
installed by or on behalf of Tenant in the Premises specifically required to be
so removed on or before the expiration or sooner termination of this Lease by
the express provisions of this Lease (including without limitation Tenant’s
Security System, Other Installations Items, and those other improvements or
features which are Alterations which do not meet all of the requirements of Section 10.6.2,
below) (“Express Removal Items”),
and in all such cases, Tenant shall repair any damage to the Premises, the
Buildings and/or the Project caused by such removal and return the affected
portion of the Premises, the Buildings and/or the Project to:  (a) substantially
the same condition as existed prior to  the installation of such Consent
Alterations or Tenant Improvements, reasonable wear and tear excepted or (b) building
standard condition.  All business and trade fixtures, machinery and
equipment, furniture, movable partitions and items of personal property owned
by Tenant or installed by Tenant at its expense in the Premises shall be and
shall remain the property of Tenant, and upon the expiration or earlier termination
of this Lease, Tenant shall, at its sole cost and expense, remove all such
items from the Premises and the Project and shall repair any damage to the
Premises, the Buildings and/or the Project caused by such removal.  If
Tenant fails to remove any such items upon the expiration or earlier
termination of this Lease and such failure continues for five (5) business
days after receipt of notice thereof from Landlord, Tenant shall be deemed to
have abandoned the same, in which case Landlord may store the same at Tenant’s
sole cost and expense (and Tenant shall pay Landlord the cost thereof within
ten (10) days after Landlord’s demand therefor), or may appropriate the
same for itself, and/or sell the same in its discretion, with no liability to
Tenant.


 


10.6.2.     Notwithstanding
any provision of this Lease to the contrary, except for Other Installations
Items (which Tenant shall always be required to remove at Tenant’s sole cost
and expense unless Landlord shall specifically notify Tenant to the contrary in
writing), in no case and at no time (including, without limitation, upon the
expiration or the early termination of this Lease) shall Landlord have the
right to require Tenant to remove or


 


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restore
(and Tenant shall be entitled to leave the same in place in the Premises at the
expiration or early termination of this Lease) any Alteration which both: (i) constitutes
an improvement which is normal and customary for general business use in a
first-class office building, and (ii) is not an internal stairway,
fountain, waterfall, aquarium, raised computer flooring or other non-typical
tenant improvement.


 


ARTICLE 11
- INDEMNIFICATION AND INSURANCE


 


11.1         Waiver of Liability and
Indemnification.


 


11.1.1      Waiver. 
Tenant hereby assumes all risk of damage to personal property or injury to
persons in or upon the Premises or the Storage Premises (defined in Article 29,
below), from any cause whatsoever and agrees that Landlord, its constituent
direct or indirect partners, managers, members, and/or interest holders and
their respective officers, directors, managers, agents, servants, and employees
(collectively, the “Landlord Parties”)
shall not be liable for any damage either to person or property or resulting
from the loss of use thereof, which damage is sustained by Tenant or by other
persons claiming through Tenant, except to the extent caused by the negligence
or willful misconduct of Landlord.


 


11.1.2      Indemnity.


 


11.1.2.1   Tenant Indemnity. 
Tenant shall indemnify, defend, protect, and hold harmless Landlord and the
Landlord Parties from any and all Claims, Damages and Expenses asserted or
incurred in connection with or arising from or relating to: (1) any cause
in or on the Premises or Storage Premises during the Lease Term or any holdover
period (to the extent covered by Tenant’s insurance policies carried pursuant
to the terms of Section 11.2, below), (2) any negligent acts or
omissions or willful misconduct of Tenant or any person claiming by, through or
under Tenant, its partners, and their respective officers, agents, servants or
employees of Tenant or any such person (collectively, the “Tenant Parties”), in or on or about the
Premises, the Storage Premises, the Common Areas, or the Project, during the
Lease Term, any construction period or any holdover period, or any other period
of Tenant’s occupancy of the Premises, or (3) Tenant’s Telecommunications
Equipment (defined in Section 30.31, below) or Other Installations Items,
provided that, except as set forth below, the terms of the foregoing indemnity
shall not apply to the extent such Claims, Damages and Expenses arise from the
negligent acts (except with respect to Tenant’s Telecommunications Equipment or
Other Installations Items) or willful misconduct of the Landlord Parties in
connection with the Landlord Parties’ activities in, on or about the Project,
including the Premises. Notwithstanding the foregoing, because Tenant must
carry property insurance pursuant to Section 11.2.2, below to cover its
personal property and all office furniture, trade fixtures, office equipment
and merchandise within the Premises and the Storage Premises and the Tenant
Improvements and Alterations within the Premises, Tenant hereby agrees to
protect, defend, indemnify and hold Landlord harmless from any Claims, Damages
and Expenses with respect to any such property (and the Tenant Improvements and
Alterations) within the Premises, to the extent such Claims Damages and
Expenses are covered by Tenant’s property insurance, even if resulting from the
negligence or willful misconduct of any of Landlord or the Landlord Parties.


 


11.1.2.2   Landlord Indemnity.  Landlord shall indemnify, defend, protect, and hold harmless
Tenant and the Tenant Parties from any Claims, Damages and Expenses asserted or
incurred in connection with, arising from or relating to the negligent acts or
omissions or willful misconduct of any of the Landlord Parties in, on, or about
the Premises or Storage Premises (subject to the terms of the last sentence of Section 11.1.2,
above), the Common Areas or the Project, either prior to, during, or after the
expiration of the Lease Term, provided that, except as set forth below, the
terms of the foregoing indemnity shall not apply to the extent such Claims,
Damages or Expenses arise from the negligence or willful misconduct of any of
the Tenant Parties in connection with the Tenant Parties’ activities in, on, or
about the Project. Notwithstanding the foregoing indemnity shall not apply to
the extent such Claims, Damages or Expenses arise from the negligence or
willful misconduct of any of the Tenant Parties in connection with the Tenant
Parties’ activities in, on, or about the Project. Notwithstanding the
foregoing, because Landlord is required to maintain pursuant to the terms of Section 11.3,
below, property damage insurance on the Building and Project, Landlord hereby
agrees to protect, defend, indemnify and hold Tenant harmless from any Claims,
Damages and Expenses with respect to the Project (including the Base Building)
and the Building Systems (other than tenant improvements or any form of
personal property) to the extent such Claims, Damages and Expenses are covered
by Landlord’s property damage insurance, even if resulting from the negligent
acts or willful misconduct of any of Tenant or the Tenant Parties.


 


11.1.3      The
provisions of this Section 11.1 shall survive the expiration or sooner
termination of this Lease with respect to any claims or liability arising in
connection with any event occurring prior to such expiration or termination.


 


11.2         Tenant’s Insurance.  Tenant shall maintain the following
coverages in the following amounts:


 


11.2.1      Standard
ISO Commercial General Liability Insurance (in a form customarily available
from time to time) covering the insured (and all additional insureds) against
claims of bodily injury, personal injury and property damage (including loss of
use thereof) arising out of Tenant’s operations, and covering Tenant’s
contractual obligations under this Lease owed to Landlord with respect to tort
liability for bodily injury or property damage (to the extent the same is
customarily covered under a then standard commercial general liability
insurance policy) (collectively, a “Customary
CGL Policy”) hereunder, for limits of liability not less than: *


*


 


11.2.2      Physical
Damage Insurance covering: (i) all office furniture, business and trade
fixtures, office equipment, free-standing cabinet work, movable partitions,
merchandise and all other items of Tenant’s property on the Premises installed
by, for, or at the expense of Tenant, and (ii) all improvements,
alterations (including, but not limited to, any Alterations and the Tenant
Improvements) and additions to the Premises (other than the Base Building)
(collectively, the “Improvements”).
Such insurance shall be written on an “all risks” of physical loss or damage
basis, for the full replacement cost value (subject to reasonable deductible
amounts) new without deduction for depreciation of the covered items and in
amounts that meet any co-insurance clauses of the policies of insurance and
shall include coverage for damage or other loss caused by fire or other peril
including, but not limited to, vandalism and malicious mischief, theft, water
damage of any type, including sprinkler leakage, bursting or stoppage of
pipes, and explosion.


 


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11.2.3      Worker’s
Compensation and Employer’s Liability or other similar insurance to the extent
required of Tenant pursuant to all applicable state and local statutes and regulations.
Provided that each such requirement is commonly imposed on comparable tenants
in Comparable Buildings and is non-discriminatorily applied to all tenants in
the Project, Tenant shall, at Tenant’s expense, comply with all reasonable
insurance company requirements pertaining to the use the Premises, shall comply
with all rules, orders, regulations or requirements of the American Insurance
Association (formerly the National Board of Fire Underwriters) and with any
similar body. If Tenant’s nongeneral office conduct or use of the Premises
causes any increase in the premium for such insurance policies then Tenant
shall reimburse Landlord for any such increase or discontinue such conduct.


 


11.2.4      Tenant Self-Insurance. Tenant shall have the right to elect to self-insure all or any
portion of its insurance obligations under this Lease (other than its
obligations under Section 11.2.3, above), on the condition that, and so
long as Tenant: [ILLEGIBLE] satisfaction that Tenant initially has a net worth
in excess of * and holds cash reserves in excess of five (5) times the
self-insurance amount (and all of Tenant’s other self-insurance requirements), (b) shall
have executed and delivered to Landlord Landlord’s form of Self-Insurance
Undertaking, (c) shall have delivered to Landlord annually (on the first
day of each Expense Year) annual, audited financial statements and a
certificate certifying to Landlord that, as of such date, Tenant has a net
worth in excess of * holds cash reserves in excess of five (5) times the
self-insurance amount (and all of Tenant’s other self-insurance requirements),
and (d) shall, at the request of Landlord following the announcement of
any material event relating  to Tenant, have delivered to Landlord within
thirty (30) days of Landlord’s request therefor, evidence reasonably
satisfactory to Landlord and a certificate certifying to Landlord that, as of
the date of such certificate, Tenant has a net worth in excess of * cash
reserves in excess of five (5) times the self-insurance amount (and all of
Tenant’s other self-insurance requirements).


 


11.3         Landlord’s Insurance.  Landlord shall carry commercial
general liability insurance with respect to the Project during the Lease Term,
and shall further insure the Project during the Lease Term against loss or
damage due to fire and other casualties covered within the classification of
fire and extended coverage, vandalism coverage and malicious mischief,
sprinkler leakage, water damages and special extended coverage (“Landlord’s Insurance”). Such coverage shall
be in such amounts, from such companies, and on such other terms and
conditions, as Landlord may from time to time reasonably determine; provided,
however, that in all cases Landlord shall be permitted to utilize any
self-insurance and/or self-insured retention program as shall be consistent
with Institutional Owner Practices given the risks involved and the financial
and/or credit backing involved. Additionally, at the option of Landlord, such
insurance coverage may include and the risks of earthquakes, terrorism and/or
flood damage and additional hazards, a rental loss endorsement and one or more
loss payee endorsements in favor of the holders of any mortgages or deeds of
trust encumbering the interest of Landlord in the Project, or any portion
thereof, or the ground lessors or underlying lessors of the Project, or any
portion thereof or any other form of insurance or endorsement required to be
carried under the requirements of any institutional publicly held or pension
fund which holds directly or indirectly a fifty percent (50%) or more
membership or other interest in Landlord (“Institutional
Landlord Member”). Notwithstanding the foregoing provisions of this Section 11.3,
the coverage and amounts of insurance carried by Landlord in connection with
the Project shall, at a minimum, be comparable to the coverage and amounts of
insurance which are carried by reasonably prudent landlords of Comparable
Buildings, provided that in no event shall Landlord be required to carry
earthquake or terrorism insurance.


 


11.4         Form of Policies.  Subject to the express provisions of
the Lease, the minimum limits of policies of insurance required of Tenant under
this Lease shall in no event limit the liability of Tenant under this Lease.
Such insurance shall (other than that described in Sections 11.2.2 and 11.2.3):
(i) name as an additional insured Landlord, and any other party the
Landlord so specifies, including Landlord’s managing agent, if any; (ii) be
issued by an [ILLEGIBLE] thereunder and provide that any insurance carried by
Landlord is excess and is non-contributing with any insurance requirement of
Tenant; (v) be in form content reasonably acceptable to Landlord; and (vi) provide
that said insurer shall give not less than thirty (30) days prior written
notice to Landlord and any mortgagee of Landlord of any cancellation or
reduction in the amount of coverage. Tenant shall deliver said policy or
policies or certificates thereof to Landlord on or before the First Increment
Commencement Date and at least thirty (30) days before the expiration dates
thereof. In the event Tenant shall fail to procure such insurance, or to
deliver such policies or certificate, within two (2) business days after
written notice of such failure to Tenant, Landlord may, at its option, procure
such policies on the account of Tenant, and the cost thereof shall be paid by
Tenant to Landlord within thirty (30) days after delivery to Tenant of bills
therefor.


 


11.5         Subrogation.  Landlord and Tenant intend that their
respective property damage loss risks shall be borne by their respective
insurance carriers to the extent above provided, and Landlord and Tenant hereby
agree to look solely to, and seek recovery only from, their respective property
damage insurance carriers in the event of a property loss to the extent that
such coverage is agreed to be insured hereunder. As long as such waivers of
subrogation are reasonably available, the parties each hereby waive all rights
and claims against each other for such losses, waive all rights of subrogation
of their respective property damage insurers, provided such waiver of
subrogation shall not affect the right of the insured to recover thereunder.
The parties agree that their respective insurance policies are now, or shall
be, endorsed such that the waiver of subrogation shall not affect the right of
the insured to recover thereunder, so long as no material additional premium is
charged therefor. If either party fails to carry the amounts and types of
insurance required to be carried by it pursuant to this Article 11, in
addition to any remedies the other party may have under this Lease, such
failure shall be deemed to be a covenant and agreement by such party to
self-insure with respect to the type and amount of insurance which such party
so failed to carry, with full waiver of subrogation with respect thereto.


 


11.6         Additional Insurance
Obligations. 
Tenant shall carry and maintain during the entire Term, at Tenant’s sole cost
and expense, such increased amounts of the insurance required to be carried by
Tenant pursuant to this Article 11 and such other types of insurance
coverage in such amounts covering the Premises and Tenant’s operations therein,
as may be non-discriminatorily requested by Landlord in a manner consistent
with Institutional Owner Practices; provided, however, that notwithstanding any
provision of the foregoing to the contrary, (i) Landlord shall not be
permitted to increase the scope or amount of insurance to be carried by Tenant
hereunder more than once


 


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during
any one (1) year period, and (ii) any new requirements imposed by
Landlord shall be required by Landlord’s first lender or be consistent with
respect to the insurance required of comparably sized tenants by the owners of
the Comparable Buildings.


 


11.7         Failure to Insure.  If Tenant fails to maintain any
insurance which Tenant is required to maintain pursuant to this Article 11,
Tenant shall be liable to Landlord for any loss or cost resulting from such
failure to maintain. Landlord shall have the right, in its sole discretion, to
procure and maintain such insurance which Tenant is required to maintain
hereunder and the cost thereof shall be deemed Additional Rent due and payable
by Tenant. Tenant may not self-insure against any risks required to be covered
by insurance provided by Tenant hereunder.


 


11.8         Miscellaneous.  Landlord makes no representation that
the insurance coverage specified to be carried by Tenant pursuant to this Article 11
is adequate to protect Tenant against Tenant’s undertaking under the terms of
this Lease of otherwise, and in the event Tenant believes that any such
insurance coverage called for under this Lease is insufficient, Tenant shall
provide, at its sole cost and expense, such additional insurance as Tenant
deems adequate. Tenant shall not keep, use, sell or offer for sale in or upon
the Premises any article which may be prohibited by any insurance policy
periodically in force covering the Premises, the Buildings or the Project. If
any of Landlord’s insurance policies shall be cancelled or cancellation shall
be threatened or the coverage thereunder reduced or threatened to be reduced in
any way because of the use of the Premises or any part thereof by Tenant or any
assignee, subtenant, licensee or invitee of Tenant and, if Tenant fails to
remedy the condition giving rise to such cancellation, threatened cancellation,
reduction of coverage, or threatened reduction of coverage, within forty-eight
(48) hours after notice thereof, Landlord may, at its option, enter upon the
Premises and attempt to remedy such condition, and Tenant shall pay the cost
thereof to Landlord as Additional Rent within ten (10) days of Landlord’s
demand therefor. Landlord shall not be liable for any damage or injury caused to
any property of Tenant or of others located on the Premises resulting from such
entry. Tenant shall not do or permit to be done any act or things upon or about
the Premises, the Buildings or the Project, which will: (i) result in the
assertion of any defense by any insurer of any claim under (ii) invalidate
or be in conflict with, the insurance policies of Landlord or Tenant covering
the Project, the Buildings or the Premises or the Tenant Improvements or
personal property therein, or (iii) increase the rate of fire insurance
applicable to the Buildings or the Project to an amount higher than it
otherwise would be; and Tenant shall neither do nor permit to be done any act
or thing upon or about the Premises or the Buildings or the Project which shall
or might subject Landlord to any liability or responsibility for injury to any
person or persons or to property. If, as a result of any act or omission by or
on the part of Tenant or violation of this Lease, whether or not Landlord has
consented to the same, the rate of “All Risk” or other type of insurance
maintained by Landlord on or with respect to the Buildings or the Project and
fixtures and property therein, shall be increased to an amount higher than it
otherwise would be, Tenant shall, within ten (10) days after delivery of
written demand therefor by Landlord, reimburse Landlord for all increases of
Landlord’s insurance premiums so caused. In any action or proceeding wherein
Landlord and Tenant are parties, a schedule or “make-up” of rates for the
Project or the Premises issued by the body making fire insurance rates or
established by any insurance carrier providing coverage for the Project, the
Buildings or the demised premises shall be presumptive evidence of the facts
stated therein including the items and charges taken into consideration in
fixing the “All Risk” insurance rate then applicable to the Project, the
Buildings or the Premises.


 


11.9         Insurance Not Available On A
Commercially Reasonably Basis.  To the extent, and for such periods of time, that the insurance
required to be obtained by Landlord and/or Tenant ceases to be available on a
commercially reasonable basis, then to such extent and for such periods of
time, Tenant and Landlord shall be relieved of the obligation to obtain such
insurance and will be deemed to have self-insured for the risks covered by such
insurance.


 


ARTICLE 12
- DAMAGE OR DESTRUCTION


 


12.1         Repair of Damage to Premises
by Landlord. Except in
the case where Landlord or its agents are already aware of the same, Tenant
shall promptly notify Landlord of any material damage to the Premises resulting
from fire or any other casualty (“Casualty
Damage”) promptly following the date Tenant’s management actually
becomes aware of the same. If the Project, the Buildings, the Premises or any
Common Areas (or any improvements contained in any of the same) serving,
providing access to, or otherwise affecting Tenant’s use and enjoyment of the
Premises shall be damaged by fire or other casualty, Landlord shall promptly
and diligently, subject to delays for insurance adjustment or other matters
beyond Landlord’s control, and subject to all other terms of this Article 12,
repair and restore (collectively “Restore”
or “Restoration”) the Project, the
Buildings, and such Common Areas (other than Tenant Improvements and
Alterations within the Premises). Such Restoration shall be to materially the
same condition of the Project, the Buildings and the Common Areas as the
condition thereof existing immediately prior to the Casualty Damage, except for
modifications required by zoning and building codes and/or other Laws or any
other modifications to the Common Areas or the Project (outside of the
Premises) deemed desirable by Landlord that are consistent with a first-class
project, provided that the primary access to the Premises and any common
restrooms serving the Premises shall not be materially and adversely affected.
Promptly following the occurrence of any Casualty Damage thereto, Tenant shall,
at its sole cost and expense (using contractors and subcontractors approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed) to Restore the Tenant Improvements in the Premises to a commercially
reasonable condition (which shall not be required to have the same value or configuration
as the earlier Tenant Improvements). Prior to the commencement of such
Restoration of the Tenant Improvements, Tenant shall submit to Landlord, for
Landlord’s review and approval (not to be unreasonably withheld, conditioned or
delayed consistent with the standards of Article 10), all plans,
specifications and working drawings relating to such Restoration to be
conducted by Tenant. Subject to the provisions of this Lease, Landlord shall
not be liable for any inconvenience or annoyance to Tenant or its visitors, or
injury to Tenant’s business resulting in any way from such damage or the repair
thereof.


 


12.2         Landlord and Tenant
Termination Rights.


 


12.2.1      Landlord’s Option to Terminate. Notwithstanding any provision of this Article 12
to the contrary, in the event of any Casualty Damage to the Project, Landlord
may elect not to rebuild and/or Restore the South Tower Premises, the South
Tower, the Plaza Building, the Plaza Building Space and/or the Project, and
instead, subject to the terms of this Section 12.2, terminate this Lease
with respect to the Premises (including the South Tower


 


48

















 


Premises
and the Plaza Building Space), by notifying Tenant in writing of such
termination within one hundred twenty (120) days after the date of Landlord’s
discovery of the Casualty Damage in question (and such notice shall include a
termination date giving Tenant ninety (90) days to vacate the Premises, which
ninety (90) day period shall be subject to extension for delays due to Force
Majcure (as that term is defined in Section 30.5, below)), provided,
however, that Landlord may so elect to terminate this Lease only if a material
portion of the South Tower Premises shall be materially damaged by Casualty
Damage and one or more of the following conditions is present; (i) Restoration
of the South Tower Premises and/or the South Tower cannot reasonably be
completed within twelve (12) months after the date of commencement of
Restoration of the Casualty Damage (when such Restoration is made without the
payment of overtime or other premiums); (ii) where the primary cause of
the Casualty Damage in question is earthquake, terrorism or war (“Special Risks”) and the costs of
Restoration of the Casualty Damage to the South Tower (and rental abatement
resulting therefrom) not covered by Landlord’s insurance (or by the type of
property damage insurance Landlord is required to carry under this Lease)
exceeds the Landlord Contribution (defined in this Section 12.2.l, below)
and Tenant does not agree within fifteen (15) business days of receipt of
Landlord’s notice of termination to fund the amount in excess of Landlord’s
contribution required to complete the appropriate Restoration; or (iii) unless
Tenant has exercised an Extension Option pursuant to Section 2.4 of this
Lease to extend the Term beyond such fifteen (15) month period, the Casualty
Damage occurs during the last fifteen (15) months of the Lease Term and the
Restoration cannot, in the reasonable opinion of a contractor reasonably
selected by Landlord, be completed within one hundred twenty (120) days after
being commenced. At any time, from time to time, after the date occurring
ninety (90) days after the date any Casualty Damage is discovered by the
parties, Tenant may request that Landlord provide Tenant with a certificate
from the architect or contractor described above setting forth such architect’s
or contractor’s reasonable opinion of the date of completion of the Restoration
and Landlord shall respond to such request within thirty (30) business days.
For purposes of this Section 12.2, the “Landlord
Contribution” shall mean *


 


12.2.2      Tenant Termination Right.  If Landlord does not elect to
terminate this Lease with respect to the Premises pursuant to Landlord’s
termination right as provided in Section 12.2.1, above, and: (a) the
Restoration of: (i) a material portion of the South Tower Premises or (ii) those
portions of the Common Areas, the loss of which materially impairs Tenant’s
business occupancy of the South Tower Premises or (iii) both of the areas
covered in the foregoing clauses (i) and (ii), cannot be completed within
twelve (12) months after being commenced, (b) where the primary cause of
the Casualty Damage in question is a Special Risk and the costs of Restoration
of Improvements not covered by Tenant’s insurance (or by the type of property
damage insurance Tenant is required to carry under the Lease) exceeds the
Tenant’s Contribution (defined in this Section 12.2.2, below) and Landlord
does not agree (within fifty (15) business days of Tenant’s notice of
termination) to fund the amount in excess of Tenant’s Contribution required to
complete the appropriate Restoration of the Improvements in the Premises, or (c) the
casualty Damage in question occurs during the last fifteen (15) months of the
Lease Term and the Restoration cannot, in the reasonable opinion of an
architect or contractor reasonably selected by Landlord, be completed within
one hundred twenty (120) days after being commenced, Tenant may elect, no earlier
than sixty (60) days after the date of Tenant’s discovery of the Casualty
Damage in question and not later than ninety (90) days after the date of such
discovery, to terminate this Lease with respect to the Premises (including both
the South Tower Premises and the Plaza Building Space) by written notice to
Landlord effective as of the date specified in the notice, which date shall not
be less than thirty (30) days nor more than ninety (90) days after the date on
which such notice is given by Tenant. In addition, if neither Landlord nor
Tenant shall elect to terminate this Lease with respect to the Premises as set
forth in this Section 12.2, and there is material Casualty Damage to the
South Tower Premises, and either: (i) Restoration of the Casualty Damage
with respect to the South Tower Premises which is to be performed by Landlord
under Section 12.1 has not been commenced within eight (8) months
after the date of Landlord’s discovery of the Casualty Damage in question, or (ii) a
material portion of the Restoration of the Casualty Damage to the South Tower
Premises which is Landlord’s responsibility under Section 12.1 has not
been satisfactorily completed within eighteen (18) months after the date of
discovery of damage (which dates shall be subject to extension for Force
Majeure and delays caused by Tenant), then Tenant shall have the right, within
five (5) business days of the end of either such period, and thereafter
during the first five (5) business days of the first day of each such
calendar month following the end of such period until such time as such
Restoration by Landlord is commenced or completed, as applicable, to terminate
this Lease by notice to Landlord (the “Damage
Termination Notice”), effective as of a date set forth in the Damage
Termination Notice (the “Damage Termination
Date”), which Damage Termination Date shall not be less than five (5) business
days following the end of such period or each such month, as the case may be.
Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice
to Landlord, then Landlord shall have the right to suspend the occurrence of
the Damage Termination Date for a period ending thirty (30) days after the
delivery by Tenant of the Damage Termination Notice by delivering to Tenant,
within five (5) business days of Landlord’s receipt of the Damage
Termination Notice, a certificate of Landlord’s contractor responsible for the
Restoration of the damage certifying that it is such contractor’s good faith
judgment that the repairs shall either be commenced or shall be substantially
completed, as applicable, within thirty (30) days after delivery by Tenant of
the Damage Termination Notice. If repairs shall be commenced or shall be
substantially completed, as applicable, prior to the expiration of such thirty
(30)-day period, then the Damage Termination Notice shall be of no force or
effect, but if the repairs are not commenced or substantially completed, as
applicable, within such thirty (30) day period, then this Lease shall terminate
upon the expiration of such thirty (30)-day period. For purposes of this Section 12.2.2,
the “Tenant’s Contribution” shall
be equal to *


*


 


12.3         Rent Abatement.  If Tenant is prevented from using
(and does not actually conduct business operations in) the Premises or any portion
thereof as a result of any Casualty Damage to the Buildings, Project or
Premises, then Tenant’s Rent (which for purposes of this Section 12.3
shall include Base Rent, Additional Rent, Parking Fees and all similar periodic
changes contemplated hereunder) shall be abated or reduced (as the case may be)
from the date of discovery of such Casualty Damage for such time as Tenant is
prevented from using, and actually does not conduct business operations in, the
Premises (or if only of a portion thereof, such abatement shall be in the
proportion that the Rentable Area of the portion of the Premises that Tenant is
prevented from using (and actually does not conduct business operations in)
bears to the total Rentable Area of the Premises). However, if Tenant is
prevented from conducting Tenant’s business in any portion of the Premises and
the remaining portion of the Premises is not sufficient to allow (or otherwise
does not permit) Tenant to effectively conduct Tenant’s business in the
Premises (and Tenant actually does not conduct any business from any portion of
the Premises), then Tenant’s Rent for the entire Premises shall be abated for
such time during which Tenant is so prevented from effectively conducting
Tenant’s business in the Premises (and actually does not conduct business in
the entire Premises). If Tenant’s right to abatement


 


49














 


occurs
during a free rent period of other period during which Tenant’s Rent hereunder
is abated or subject to another rent credit provision under this Lease or the
Work Letter (“Overlap Period”),
Tenant shall be entitled to an additional free rent credit (applicable to the
rent next due and payable) equal to the free rent to which Tenant was otherwise
entitled during the Overlap Period but which was not used by virtue of
application of this Section 12.3.  In any case where this Lease is
not terminated pursuant to this Article 12, to the extent the repair and
Restoration of the damage involves work within the Premises by Tenant pursuant
to the provisions of this Article 12, Tenant’s abatement period shall
continue until Tenant has been provided a reasonable period to rebuild the
portion of the Premises it is required to rebuild under this Article 12
(subject to extension for Force Majeure), to install Tenant’s property,
furniture, fixtures, and equipment, and to move in over one (1) weekend.


 


12.4                           Waiver of Statutory
Provisions.  The provisions
of this Lease, including this Article 12, constitute an express agreement
between Landlord and Tenant with respect to any and all damage to, or
destruction of, all or any part of the Premises, the Buildings or the Project,
and any statute or regulation of the state of California, including, without
limitation, Sections 1932(2) and 1933(4) of the California Civil
Code, with respect to any rights or obligations concerning damage or
destruction in the absence of an express agreement between the parties, and any
other statute or regulation, now or hereafter in effect, shall have no
application to this Lease or any damage or destruction to all or any part of
the Premises, the Buildings or the Project.  Notwithstanding anything to
the contrary contained in this Lease, in the event of any termination of this
Lease pursuant to Articles 12 or 13 hereof, Tenant shall assign and deliver to
Landlord (or to any party designated by Landlord) all insurance proceeds
payable under such insurance policies (and payable to Tenant), covering damage
to the Tenant Improvements together with the full amount of any deductibles
payable by Tenant under such insurance polices; provided, however, that such
amount to be assigned and delivered to Landlord shall not exceed the
unamortized portion (based upon a straight-line amortization of the Tenant
Improvement Allowance over the Initial Term and all Base Rent paid through the
date of termination) of the Tenant Improvement Allowance (as defined in Section 2.1
of the Work Letter) granted to Tenant by Landlord under this Lease for that
portion of the Premises subject to the damage in question.


 


ARTICLE 13
- CONDEMNATION


 


If the whole or any substantial portion of the Premises shall be
permanently taken for any public or quasi-public use or purpose as a result of
any taking by the power of eminent domain or condemnation by, any competent
authority (or any transfer in lieu of such taking) (collectively, a “Taking”), Landlord shall have the option
to terminate this Lease (as to the entire Premises effective as of the date
possession is required to be surrendered to the authority (the “Taking Date”).  If, as a result of
any Taking of any portion of the Premises, the Building or the Project, there
is a substantial interference in Tenant’s use or occupancy of the whole or a
substantial portion of the Premises for a period of time in excess of one
hundred eighty (180) days, Tenant shall have option to terminate this Lease by
delivery of written notice to Landlord prior to the date (“Possession Date”) possession of the portion
of the Project affected is required to be surrendered to the authority (in
which case this Lease shall terminate on the Possession Date).  Subject to
the provisions hereof, Tenant shall not, because of such Taking assert any
claim against Landlord or the authority for any compensation because of such
Taking, and Landlord shall be entitled to the entire award or payment in
connection therewith, except that Tenant shall have the right to pursue and receive
an award for: (i) fifty percent (50%) of the value of its leasehold
interest hereunder, (ii) its relocation expenses and (iii) damages to
Tenant’s personal property, trade fixtures and goodwill.  All Rent shall
be apportioned as of the date of such termination.  Subject to the
provisions of this Lease, Tenant hereby waives any and all rights it might
otherwise have pursuant to Section 1265, 130 of the California code of
Civil Procedure.  Notwithstanding anything to the contrary contained in
this Article 13, in the event of a Taking of all or any portion of the
Premises for a period of time of less than one hundred eighty (180) days, then
this Lease shall not terminate, but the Base Rent and the Additional Rent shall
be abated during the time and to the extent Tenant is prevented from using (and
actually does not use) the Premises or portions thereof on the same basis as
provided in Article 12 above.  In the case of any Taking where this
Lease is not terminated pursuant to the provisions hereof, Landlord shall,
promptly following the Taking Date or Possession Date, as applicable, restore
the Premises (and all Tenant Improvements contained therein), and the Project
to a complete improvement, in a condition, size, configuration, location and of
a quality and with amenities as close as reasonably possible to the condition
of the Premises, Building and Project in effect immediately prior to such
Taking; provided that Landlord shall not be required to expand more than that
portion of the award applicable to such purposes.


 


ARTICLE 14
- ARBITRATION


 


14.1                           General Submittals to
Arbitration.  The
submittal of all matters to arbitration in accordance with the terms of this Article 14
is the sole and exclusive method, means and procedure to resolve any and all
claims, disputes or disagreements arising under this Lease, including, but not
limited to any matter relating to Landlord’s failure to approve an assignment,
sublease or other transfer of Tenant’s interest in the Lease under Article 15
of this Lease, any other defaults by Landlord, or any default by Tenant, except
for (i) all claims by either party which (a) seek anything other than
enforcement of rights under this Lease, or (b) are primarily founded upon
matters of fraud, willful misconduct, bad faith or any other allegations of
tortious action, and seek the award of punitive or exemplary damages, (ii) claims
relating to Landlord of any unlawful detainer rights pursuant to California law
or rights or remedies used by Landlord to gain possession of the Premises or
terminate Tenant’s right possession to the Premises, or (c) any action by
Landlord’s exercise for equitable relief and/or specific performance, which
disputes shall be resolved by suit field in the Superior Court of Los Angeles
County, California, the decision of which court shall be subject to appeal
pursuant to applicable Law.  The parties hereby irrevocably waive any and
all rights to the contrary and shall at all times conduct themselves in strict,
full, complete and timely accordance with the terms of this Article 14,
and all attempts to circumvent the terms of this Article 14 shall be
absolutely null and void and of no force or effect whatsoever. 
Notwithstanding the foregoing, nothing contained herein shall limit Tenant’s
rights to act in accordance with the terms of Section 9.3, above.  As
to any matter submitted to arbitration (except with respect to the payment of
money) to determine whether a matter would, with the passage of time,
constitute an Event of Default, such passage of time shall not commence to run
until any such affirmative arbitrated determination, as long as it is
simultaneously determined in such arbitration that the challenge of such matter
as a potential Event of Default was made in good faith.  As to any matter
submitted to arbitration with respect to the payment of money, to determine
whether a matter would, with the passage of time, constitute and Event of
Default, such passage of time shall not commence to run in the event that the
party which is obligated to make the payment does in fact make the payment to
the other party.  Such payment can be made “under protest,” which shall
occur when such payment is accompanied by


 


50

















 


a
good faith notice stating the reasons that the party has elected to make a
payment under protest.  Such protest will be deemed waived unless the
subject matter identified in the protest is submitted to arbitration as set
forth in this Article 14.


 


14.2                           AAA.  Any dispute to be arbitrated pursuant
to the provisions of this Article 14 shall be determined by binding
arbitration before a real estate lawyer with significant experience in the area
of office leases (the “Arbitrator”)
under the auspices of the American Arbitration Association (“AAA”) under the AAA’s commercial
arbitration rules then in effect.  Such arbitration shall be
initiated by the parties, either of them, within ten (10) days after
either party sends written notice (the “Arbitration
Notice”) of a demand to arbitrate by registered or certified mail to
the other party and to AAA.  The Arbitration Notice shall contain a
description of the subject matter of the arbitration, the dispute with respect
thereto, the amount involved, if any, and the remedy or determination
sought.  The parties may agree on any Arbitrator that is listed as an
active Arbitrator (but not any lawyer who is then representing, or has
previously represented within the immediately preceding five (5) year
period, either party (or any lawyer in any firm that is then representing, or has
previously represented within the immediately preceding five (5) year
period, either party).  If they are unable to agree upon the Arbitrator
within five (5) days, AAA will provide a list of three Arbitrators who are
real estate lawyers and who have significant experience in the area of office
leases and each party may strike one.  The remaining Arbitrator (or if
there are two, the one selected by AAA) will serve as the Arbitrator.  The
parties agree that discovery may occur in accordance with California Code of
Civil Procedure Section 1283.05, subject to Section 14.3.1, below.


 


14.3                           Arbitration Procedure.


 


14.3.1                  Pre-Decision Actions.  The Arbitrator shall schedule a
pre-hearing conference to resolve procedural matters, arrange for the exchange
of information, obtain stipulations, and narrow the issues.  The parties
will submit proposed discovery schedules to the Arbitrator at the pre-hearing
conference.  The scope and duration of discovery will be within the sole
discretion of the Arbitrator.  The Arbitrator shall have the discretion to
order a pre-hearing exchange of information by the parties, including, without
limitation, production of requested documents, exchange of summaries of
testimony of proposed witnesses, and examination by deposition of parties and
third-party witnesses.  This discretion shall be exercised in favor of
discovery reasonable under the circumstances.


 


14.3.2                  The Decision.  The arbitration shall be conducted in the City of Los Angeles,
California.  Any party may be represented by counsel or any other
authorized representative.  In rendering an award, the Arbitrator shall
determine the rights and obligations of the parties according to the
substantive and procedural laws of the State of California and the terms and
provisions of this Lease.  The Arbitrator’s award shall be based on the
evidence introduced at the hearing, including all logical and reasonable
inferences therefrom.  The Arbitrator may make any determination, and/or
grant any remedy or relief that is just and equitable.  The award must be
based on, and accompanied by, a written statement of award explaining the
factual and legal basis for the award as to each of the principal controverted
issues.  The award shall be conclusive and binding, and it may thereafter
be confirmed as a judgment by the Superior Court of the State of California,
subject only to challenge on the grounds set forth in the California Code of
Civil Procedure Section 1286.2.  The Arbitrator shall award costs,
including without limitation Attorneys’ Fees (defined in Article 17), and
expert and witness costs, to the prevailing party, if any, as determined by the
Arbitrator in his discretion.  The Arbitrator’s fees and costs shall be
paid by the non-prevailing party as determined by the Arbitrator in his discretion.


 


ARTICLE 15
- ASSIGNMENT AND SUBLETTING


 


15.1                           Restriction.  Subject to the terms of this Article 15,
without the prior written consent of Landlord, which may not be withheld except
as provided in this Article 15, Tenant shall not, either involuntarily or
voluntarily or by operation of law or otherwise, assign, mortgage, pledge,
hypothecate, encumber or permit any lien to attach to; of transfer this Lease
or any interest herein, or sublet the Premises or any part thereof, or permit
the Premises to be occupied by anyone other than Tenant, its Affiliates and
Successors (defined in Section 15.8, below) and their employees (each a “Transfer” and any person or entity to whom
a Transfer is made or sought to be made is referred to herein as a “Transferee”).  Any Transfer with
respect to which Landlord’s consent is required under this Article 15, and
with respect to which such consent requirement is not exempted under this Article 15
is referred to herein as a “Consent Transfer.” 
Subject to the provisions of this Article 15, any Consent Transfer made
without Landlord’s prior written consent shall, at Landlord’s option, be null,
void and of no force or effect.


 


15.2                           Notice to Landlord.  Subject to Section 15.3, below,
if Tenant desires to enter into a Consent Transfer then at least twenty (20)
days (but no more than one hundred eighty (180) days) prior to the effective
date of the proposed Transfer, Tenant shall submit to Landlord a written
request (a “Transfer Consent Notice”)
for Landlord’s consent, which notice shall include:


 


15.2.1                  A
statement containing: (i) the name and address of the proposed Transferee;
(ii) current financial statements of the proposed Transferee; (iii) the
proposed effective date of the Transfer; (iv) a description of the portion
of the Premises subject to the proposed Transfer (the “Subject Space”); (v) all of the
principal terms of the proposed Transfer (including a calculation of the
Transfer Profits (defined in Section 15.4, below)); (vi) reasonably
detailed information as to the proposed Transferor’s proposed use of the
Subject Space; and (vii) any other good faith information customarily
required by landlords of Comparable Buildings in connection with the review of
similar Transfers.


 


15.2.2                  Four
(4) originals of the proposed assignment or sublease or other Transfer and
four (4) originals of executed copies of Landlord’s form of “Landlord’s
Consent to Sublease” or “Assignment and Assumption of Lease and Consent” (or
some other commercially reasonable form of such documents) executed by Tenant
and the proposed Transferee.


 


15.2.3                  If
following Tenant’s submission of a Transfer Consent Notice.  Tenant
modifies any of the material terms and conditions relevant to a proposed
Transfer specified in the Transfer Consent Notice, Tenant shall


 


51

















 


re-submit
such transfer Consent Notice to Landlord for its consent pursuant to all of the
terms and conditions of this Article 15.


 


Subject to the provisions of Section 15.3 below, Landlord shall
either grant its consent or withhold or condition its consent (pursuant to the
criteria set forth in Section 15.3, below) within twenty (20) days
(provided that the applicable time period shall be fifteen (15) days if the
applicable Transfer involves two (2) full South Tower floors (or less
space)) following Landlord’s receipt of a Transfer Consent Notice conforming to
the requirements of this Section 15.2; provided, however, that
notwithstanding the foregoing, the applicable time period shall be within sixty
(60) days with respect: (i) to any required Landlord response to a Tenant
request for a Recognition Agreement (defined in Section 15.10 below) under
Section 15.10, (ii) to any circumstance where Tenant and/or the
proposed Transferee shall request any amendment to the provisions of this
Lease, or (iii) to any circumstance where the proposed Transferee is
proposing to provide substitute Credit Enhancements (defined in Section 15.3.5
below) to satisfy the requirements of Section 15.3.5.


 


15.2.4                  Landlord’s Recapture Rights.  Notwithstanding anything to the
contrary contained in this Article 15, subject to the terms hereof, in the
event Tenant contemplates a Consent Transfer:  (a) of all or a
portion of the Premises for substantially all of the then remaining portion of
the Initial Term (or then effective Extension Term), (b) of the Plaza
Building Space or (c) with respect to more than one (1) full floor of
the South Tower Premises after the seventh (7th) anniversary of the First
Increment Commencement Date, Tenant shall give Landlord thirty (30) days prior
written notice (the “Intention to Transfer
Consent Notice”) of such contemplated Consent Transfer (whether or
not the contemplated Transferee or the terms of such contemplated Consent
Transfer have been identified or determined).  Any Intention to Transfer
Consent Notice shall specify the location and amount of square feet of Rentable
Area of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the
contemplated date for the commencement of the contemplated Transfer (the “Contemplated Transfer Date”) and the
contemplated length of the term of such contemplated Transfer, and shall
specify that such Intension to Transfer Consent Notice is delivered to Landlord
pursuant to this Section 15.2.4 in order to allow Landlord to elect to
recapture the contemplated Transfer Space for the term set forth in the
Intention to Transfer Consent Notice.  Thereafter, Landlord shall have the
option, by giving written notice to Tenant within twenty (20) days after
receipt of any Intention to Transfer Consent Notice, to recapture the
Contemplated Transfer Space.  Such recapture shall cancel and terminate or
when appropriate suspend this Lease with respect to such Contemplated Transfer
Space as of the Contemplated Transfer Date until the last day of the term of
the contemplated Transfer Space.  Such recapture shall cancel and
terminate or when appropriate suspend this Lease with respect to such
Contemplated Transfer Space as of the Contemplated Transfer Date until the last
day of the term of the contemplated Transfer as set forth in the Intention to
Transfer Consent Notice (provided, however, that: (i) if such last day of
the contemplated Transfer is within the last twenty (20) months of the Initial
Lease Term, Landlord may elect to have such recapture continue for the
remainder of the Term and (ii) if the Contemplated Transfer Space is the
Plaza Building Space, such recapture shall apply (in all cases) to the
remainder of the Term), at which time, if the Term  has not then expired
and this Lease remains in full force and effect, Landlord shall redeliver such
Contemplated Transfer Space in substantially the same condition as of the date
of cancellation, termination, or suspension, reasonable wear and tear excepted
(or in the same condition in which Tenant would have permitted a Transferee to
return such Contemplated Transfer Space) whereupon, such space shall be deemed
to be part of the premises once again. Tenant acknowledges and agrees that in
the event that Landlord shall recapture the Plaza Building Space pursuant to
this Section 15.2.4, all of Tenant’s Tenant Plaza Building Identification
Rights (defined in Section 28.5.4(ii), below) shall terminate and from
such date forward shall be of no force or effect.  In the event of a
recapture by Landlord, if this Lease shall be cancelled and terminated, or when
appropriate, suspended, with respect to less than the entire South Tower
Premises, the Rent reserved herein shall be reduced to eliminate the Base Rent
and Additional Rent attributable to the Contemplated Transfer Space that has
been Transferred, and this Lease, as so amended, shall continue thereafter in
full force and effect, and upon request of either party, the parties shall
execute a written confirmation of the same and Landlord shall, at its sole
costs and expense, construct or cause to be constructed any demising walls that
are necessary with respect to the Contemplated Transfer Space.  If
Landlord declines, or fails to elect in a timely manner, to recapture any
Contemplated Transfer Space identified in any Intention to Transfer Consent
Notice under this Section 15.2.4, then, subject to the other terms of this
Article 15, for a period of nine (9) months (the “Nine Month Period”) commencing on the last
day of such twenty (20) day period, Landlord shall not have any right to
recapture such Contemplated Transfer Space in connection with any Consent
Transfer for which Tenant delivers to Landlord a Transfer Consent Notice during
the Nine Month Period, provided that any such Transfer is for the Contemplated
Transfer Space and for the area described in, and otherwise is substantially on
the terms set forth in the Intention to Transfer Consent Notice; provided,
further, however, that any such Transfer shall be subject to the remaining
terms of this Article 15.  Tenant may send additional Intention to
Transfer Notices to Landlord with respect to a Contemplated Transfer space or
other portions of the Premises during the Nine Month Period, and in the event
that Tenant does so, Landlord shall again have a right to recapture such
Contemplated Transfer Space and all of the procedures set forth herein shall be
repeated, including a new start to the Nine month Period.  If such a
Transfer is not so consummated, within the Nine Month Period (or if a Transfer
is so consummated then upon the expiration of the term of any Transfer of such
Contemplated Transfer Space that is consummated within such Nine Month Period),
Tenant shall again be required to submit a new Intention to Transfer Consent
Notice to Landlord with respect any contemplated Consent Transfer, as provided
above in the Section 15.2.4.


 


15.3                           Landlord’s Consent;
Standards; Remedies. 
Subject to Section 15.2.4, Landlord’s consent to any proposed Consent
Transfer shall not be withheld or conditioned except when such withholding or
conditioning of consent is based upon one or more of the following reasons
(provided, however, that any withholding or conditioning of Landlord’s consent,
when based upon one or more of the following reasons, shall be deemed
reasonably withheld or conditioned:


 


15.3.1                  The
Transferee is of a character or demonstrated reputation or engaged in a
business which is materially inconsistent with quality of the Project (as
judged with reference to the then existing direct tenants in the project);


 


15.3.2                  The
Transferee intends to use the subject Space for purposes which are not
permitted under this Lease;


 


15.3.3                  The
Transferee is either a governmental agency or instrumentality thereof
(provided, however, that Landlord shall not be entitled to disapprove a
Transfer of space in the south Tower by the terms of this Section 15.3.3
if: (i) the Transfer is to a Transferee that is a governmental entity that
is comparable to a governmental


 


52

















 


entity
with which Landlord has voluntarily entered into a direct lease of office space
in the above ground areas of the Project within the sixty (60) month period
prior to the date on which Tenant delivers a Transfer Consent Notice (an “Existing comparable Governmental Tenant”),
and (ii) Tenant’s Transfer of the applicable Subject Space (and the
proposed use of such Subject Space by the proposed Transferee) shall comply
with the requirements of Section 7.1.1, above, such that: (a) the use
proposed by the Transferee is a Permitted Domestic Government Use or a
Permitted Foreign Governmental Use, (b) the characteristics of the
proposed Transferee are such that, the occupancy by such Transferee of space in
the Project will not, in Landlord’s good faith and reasonable discretion, be
more intrusive upon and/or more in conflict with the nature, size, intensity,
reputation and/or impacts upon security, use of Common Areas, reputation of the
Project and/or desirability of the Project to other tenants (and all other
reasonably relevant characteristics specified by Landlord with respect to the
use by any Existing comparable Governmental Tenant of its premises), and (c) the
Subject Space to be Transferred is no larger than the above ground premises at
the Project occupied by Existing Comparable Governmental Tenants as of the date
on which Tenant delivers a Transfer Consent Notice (so that if, for example,
the premises leased to Existing Comparable Governmental Tenants is a premises
of two thousand (2,000) square feet of Rentable Area, is used as an office for
executives and/or legal staff for a governmental agency and is reasonably
viewed by the public (and other tenants) as being comparable to the other first
class tenants in the South Tower, Tenant’s rights to Transfer any Subject Space
to a Transferee that is a governmental entity proposing a Permitted Domestic
Governmental Use or a Permitted Foreign Governmental Use, as the case may be,
in such Subject Space shall be limited to Domestic Government Use or a Foreign
Governmental Use, as applicable, of two thousand (2,000) square feet of
Rentable Area or less of a comparable nature to such Domestic Government Use or
Foreign Governmental Use or a Foreign Governmental Use, as the case may be, by
such Comparable Existing Governmental Tenant);


 


15.3.4                  The
proposed Transfer would cause a violation of another lease for space in the
Project, or would give an occupant of the Project a right to cancel its lease;


 


15.3.5                  In
the event that there has been a substantial decline in Tenant’s financial
strength, the proposed Transferee does not have the financial strength (taking
into account all of the Transferee’s other actual or potential obligations and
liabilities) to perform its obligations with respect to the proposed Transfer
or, otherwise does not satisfy Landlord’s standards for financial standing with
respect to tenants under direct leases of comparable economic scope or is not a
party of reasonable financial worth and/or financial stability in light of the
responsibilities to be undertaken in connection with the Transfer on the date
consent is requested and such proposed Transferee is not willing to provide
credit enhancements (“Substitute Credit
Enhancements”) (such as security deposits, letters of credit and/or
guaranties) to Landlord of substantially the same type and magnitude (with the
form and substance of all documentation) as those which Landlord has accepted
from other tenants of the Project of similar creditworthiness and financial
strength to such Transferee with which Landlord has entered into direct leases
within the twelve (12) month period prior thereto with respect to space of a
Rentable Area comparable to the Rentable Area of the Subject Space for a term
equal to the remaining Lease Term, and pursuant to which such tenant has
assumed monetary obligations equal to those to be assumed under the Transfer;


 


15.3.6                  In
the event that Tenant proposes any Transfer on or before the date that is
forty-eight (48) months after the Third Increment Commencement Date;


 


(i)                                     either the proposed Transferee, or any person
which directly or indirectly controls, is controlled by, or is under common
control with the proposed Transferee, is currently in discussions with Landlord
to lease space in the Project or has been in such discussions within the
preceding sixty (60) days;


 


(ii)                                  either the proposed Transferee, or any person
which directly or indirectly controls, is controlled by, or is under common
control with, the proposed Transferee, is currently a tenant or a subtenant in
the Project; or


 


(iii)                               the proposed Transfer would be on economic terms (based upon the
effective rental rates) more favorable to the Transferee than the economic
terms then being accepted by Landlord for comparable direct leasing
transactions in the Project.


 


Notwithstanding anything to the contrary in this Section 15.3.6,
the provisions of this Section 15.3.6 shall not apply if the proposed
Transfer (and all other Transfers then in effect) cover aggregate Subject
Spaces (expressed in a number of aggregate square feet of Rentable Area) which
does not exceed the number of square feet of Rentable Area, If any, by which
[ILLEGIBLE] then effective area of the Premises (expressed in number of square
feet of Rentable Area) is greater than *


*


 


15.3.7                  In
the event that Tenant proposes to Transfer the Plaza Building Space:


 


(i)                                     The proposed Transfer is for less than *
Building Space; or


 


(ii)                                  The proposed Transferee is not a Permitted
Plaza Building First Class Tenant (defined in Section 28.9.3 below).


 


15.3.8                  Landlord
agrees that it shall be unreasonable for Landlord to withhold its consent to a
Consent Transfer on the grounds that such Consent Transfer is a sublease or
assignment of a subleasehold interest.


 


15.3.9                  Notwithstanding
anything to the contrary in this Lease, if Tenant or any proposed Transferee
claims that Landlord has unreasonably withheld or delayed its consent or
otherwise acted in a manner not permitted under this Article 15, then the
sole remedy of Tenant and such proposed Transferee, if such claim is determined
by the Arbitrator or by a court of competent jurisdiction to be successful,
shall be declaratory judgment


 


53

















 


and
an injunction for the relief sought together with (x) a recovery of attorneys’
fees and costs pursuant to Article 17 and (y) any direct monetary
damages or other monetary relief.  Tenant and each proposed Transferee
hereby waive to the maximum extent permitted by Law any and all other remedies,
including, without limitation, any right at law or equity to terminate this
Lease with respect to any such claim.


 


15.3.10  Tenant acknowledges that Tenant’s
rights under this Article 15 satisfy the conditions set forth in Section 1951.4
of the California Civil Code with respect to the availability to Landlord of
certain remedies for a default by Tenant under this Lease.


 


15.4                           Transfer Profits.  Subject to the provisions of this Article 15,
if Landlord consents to any Transfer, Tenant shall pay to Landlord
*       of any Transfer Profits (defined
below); provided, however, that Tenant shall have no obligation to pay to
Landlord any portion of any Transfer Profits allocable to any period of
occupancy by the Transferee under the Transfer occurring prior to July 1,
2008.  “Transfer Profits”
shall mean all rent, additional rent or other material consideration received
by Tenant in connection with the Transfer in excess of the Rent and Additional
Rent payable by Tenant under this Lease during the term of the Transfer, on a
per square foot of Rentable Area basis if less than all of the Premises is
transferred (unless all or a portion of the subject space is subject to
different Rent and Additional Rent terms, in which case, to the extent
applicable, such different terms shall be applicable), after first deducting
the expenses incurred or to be incurred by Tenant for the following
(collectively, the “Transfer Costs”):
 (i) any changes, alterations and improvements to the Subject Space
in connection with the Transfer, (ii) any space planning, architectural or
design fees or expenses incurred in marketing the Subject Space or in
connection with such Transfer, (iii) any improvement allowance or other
monetary concessions actually provided to the Transferee with respect to the
Subject Space, (iv) any brokerage commissions actually paid by Tenant, or
paid to Landlord, in connection with Transfer, (v) any good faith,
out-of-pocket attorneys’ fees actually incurred by Tenant, or paid to Landlord,
in connection with the Transfer, (vi) any lease takeover costs incurred by
Tenant in connection with the Transfer, (vii) any actual, out-of-pocket
costs of advertising the Subject Space, (viii) the amount of any Base Rent
and Additional Rent paid by Tenant to Landlord with respect to the Subject
Space during the period commencing on the later of (a) the date Tenant
contracts with a reputable broker to market the Subject Space and notifies the
Landlord in writing of such contract (or commences negotiations with the
Transferee), and (b) the date Tenant actually vacates the entire Subject
Space, until the commencement of the term of the Transfer, and (ix) any
other economic concessions actually given to the Transferee.  The
determination of the amount of Landlord’s applicable share of the Transfer
Profits shall be made on a monthly basis as rent or other consideration is
received by Tenant under the Transfer.  For purposes of calculating the
Transfer Profits on a monthly basis, the Transfer Costs shall be allocated to
the earliest portion of the term of such Transfer until such Transfer Costs are
exhausted (such that Transfer Profits shall not be payable with until respect
to a Transfer until Tenant has first recovered all of its Transfer Costs
applicable to the applicable Subject Space).  Transfer Profits shall also
include, but not be limited to, key money, bonus money or other cash
consideration paid by the Transferee to Tenant in connection with such
Transfer, but shall exclude any payment which is not in excess of fair market
value for (1) services rendered by Tenant to Transferee or (2) non-lease
assets, inventory, equipment, or furniture transferred by Tenant to Transferee
in connection with such Transfer.


 


15.5                           Landlord’s Costs.  With respect to each Transfer proposed
to be consummated by Tenant, whether or not Landlord shall grant its consent
thereto, Tenant shall pay Landlord’s actual review and processing fees, as well
as any reasonable professional fees (including, without limitation, attorneys’,
accountants’, architects’, engineers’ and consultants’ fees) (collectively, “Review Expenses”) incurred by Landlord,
within thirty (30) days after written request by Landlord to do so; provided,
however, that in no event shall such Review Expenses exceed: (a) *       [ILLEGIBLE]
respect to subleases of not more than 2,500 rentable square feet or space in
the Premises or (b) *             other
transactions, for a Consent Transfer in the ordinary course of business;
provided, further, however, that none of the above dollar limitations shall
apply to (A) any Consent Transfer with respect to which Tenant shall
request a Recognition Agreement under Section 15.10, (B) any Transfer
involving more than seventy-five thousand (75,000) square feet of Rentable
Area; or (C) any Consent Transfer with respect to which Tenant or the
prospective Transferee shall request documentation in addition to, or material
modification of, Landlord’s standard form of “Consent to Sublease” or “Assignment
and Assumption of Lease and Consent” for granting such consent.


 


15.6                           Continuing Liability of
Tenant. 
Notwithstanding the consummation or attempted consummation of any Transfer
under this Article 15, Tenant shall remain as fully and primarily liable
for the payment of Rent and for the performance of all other obligations of
Tenant contained in this Lease to the same extent as if the Transfer had not
occurred; provided, however, that any act or omission of any Transferee, other
than Landlord, that violates the provisions of this Lease shall be deemed a
breach of this Lease by Tenant.  If any Transferee defaults beyond
applicable cure and grace periods in the performance of any of the provisions
hereof, such default shall constitute an Event of Default hereunder, and
Landlord may proceed directly against Tenant with respect thereto without the
necessity of exhausting its remedies against such Transferee.  Landlord
may consent to subsequent Transfers of this Lease by Transferees of Tenant,
upon notice to Tenant, but without obtaining its or their consent thereto, and
such action shall not relieve Tenant of any of its liability or obligations
under this Lease.  Landlord agrees to provide Tenant with copies of any
notices that Landlord delivers to Tenant’s subtenants and/or assignees
pertaining to breaches or defaults under the Lease and agrees that Tenant shall
have the right to cure (concurrently with such subtenants’ and/or assignees’
rights to cure) such breaches within the time periods applicable for cures
under this Lease.


 


15.7                           Non-Waiver.  The consent by Landlord to any
Transfer shall not relieve Tenant, or any person claiming through or by Tenant,
of the obligation to obtain the consent of Landlord, pursuant to this Article 15,
to any further Transfer.  In the event of a Transfer, Landlord may collect
rent from the Transferee when the Transferee is an assignee, or from a
Subtenant if an Event of Default by Tenant is then in existence; provided,
however, that Landlord shall have no right to make a “double recovery” of
rent.  By collecting any such rent from a Transferee, Landlord shall not
be deemed to have waived any of Landlord’s rights hereunder, and the collection
of the rent from a person other than Tenant shall not be deemed a waiver of any
of Landlord’s rights under this Article 15, an acceptance of any
Transferee as Tenant, or a release of Tenant from the performance of Tenant’s
obligations under this Lease.


 


15.8                           Affiliates.  Except as specifically set forth
otherwise herein, this Lease may be assigned or all or any portion of the South
Tower Premises and/or the entire Plaza Building Space may be sublet, in fact or
by operation of law, by Tenant to any Affiliate of Tenant or to any Successor
of Tenant without the consent of Landlord (i.e., such


 


54

















 


Transfers
shall be exempt from such Landlord consent requirements under this Article 15)
and without being subject to the provisions of Section 15.2.4, 15.3, 15.4,
and 15.5); provided, however, that any Transfer of the Plaza Building Space to
an Affiliate (as opposed to a Successor) shall be subject to all of the
provisions of this Article 15.  An “Affiliate”
means, as to any designated person or entity, any other person or entity which
Control with, such designated person or entity, or the parent of any such
designated entity.  A “Successor”
means any person or entity of reasonable financial standing which acquires in
good faith in a single transaction or in a series of related transaction (by
merger, consolidation, transfer of assets or otherwise) this Lease and all or
substantially all of the other property and assets of Tenant, and/or Tenant’s
parent, and which assumes by written instrument all of Tenant’s liabilities
hereunder.  “Control,” as
used in this Section 15.8, shall mean the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a person or entity or the parent of such designated entity, and ownership,
directly or indirectly, of a least fifty percent (50%) of the voting securities
of, or at least fifty percent (50%) of the voting interest in, any person or
entity or the parent of such entity.


 


15.9                           Occupancy By Others.  Except as specifically set forth
otherwise herein, Tenant shall have the right, without the payment of any
Transfer Profits to Landlord and without the need to obtain Landlord’s consent
(i.e., such Transfers shall be exempt from such Landlord consent requirements),
and without prior notice to Landlord, to permit the occupancy of portions of
the South Tower Premises to any individual(s) or entities providing
services onsite (exclusively) to Tenant (but not to the general public) (“Tenant’s Occupants”) on and subject to the
following conditions: (i) all such individuals or entities shall be of a
character and reputation consistent with the quality of the Project; (ii) the
space occupied by such Tenant’s Occupants shall not be separately demised from
the Premises and shall not have a separate entrance from the Premises, and (iii) in
the aggregate, such Tenant’s Occupants shall not occupy more than
*                 rentable
square feet of space in the South Tower Premises (“Tenant’s Occupants’ Maximum Amount”); provided, however, that
no occupancy of any portion of the Plaza Building Space by any Tenant Occupant
(or any other individual or entity) shall be permitted pursuant to this Section 15.9
without Landlord’s prior written consent.  Tenant shall, within five (5) days,
notify Landlord of any occupancy by any Tenant Occupant of any portion of the
Premises pursuant to this Section 15.9 and shall supply Landlord with any
documents or information reasonably requested by Landlord regarding any such
Tenant Occupant within ten (10) days of Landlord’s request therefor. 
Any occupancy permitted under this Section 15.9 shall not be deemed a
Transfer under this Article 15.  Notwithstanding the foregoing, no
such occupancy shall relieve Tenant from any liability or any obligations under
this Lease.


 


15.10                     Landlord’s Recognition of
Transfers Upon Termination of Lease.  At Tenant’s request, Landlord shall execute a commercially
reasonable recognition agreement (a “Recognition
Agreement”), on Landlord’s form of Recognition Agreement, in favor
of a Transferee under a Consent Transfer who is a subtenant of Tenant (a “Subtenant”), which provides that, in the
event this Lease shall be terminated, Landlord shall recognize the sublease
between such Subtenant and Tenant (the “Sublease”)
and shall not disturb such Subtenant’s possession of the Premises or applicable
portion thereof (the “Sublease Space”),
due to such termination on the condition that: (i) at the time of Tenant’s
request for Landlord’s execution of the Recognition Agreement, such Sublease
shall contain the same economic terms and conditions set forth in this Lease,
subject to equitable modifications based on the Rentable Area of the Sublease
Space; provided, however, that: (a) the Recognition Agreement shall
provide that, in the event of the termination of Tenant’s leasehold interest in
the Sublease Space, the monthly base rent payable to Landlord by such Subtenant
shall be the greater of: (1) the base rent rate specified in the Sublease,
or (2) the Base Rent specified herein (on a per square foot of Rentable
Area basis) and (b) such Subtenant shall not be entitled exercise any of
Tenant’s rights with respect to Sections (or Articles) 1.3.4, 1.5.2, 1.6, 1.7,
1.8, 1.9, 1.10 (unless such Subtenant is subleasing the entire Plaza Building
Space, in which case all of the provisions of Section 1.10 (except for
Tenant’s Additional ATM Right) shall apply to such Subtenant), 2.4, 4.3.4,
4.4.1 (but only to the extent that it permits Tenant to pay Tenant’s Percentage
Share of Landlord’s estimate of Property Taxes and of the cost of Landlord’s
Insurance on anything other than a monthly basis), 4.5.1, 4.6, 6, 7.1.1 (but
only to the extent that it permits Tenant to use Premises for a Permitted
Domestic Government Use or a Permitted Foreign Governmental Use), 8.1.1 (but
only to the extent that it specifies the After Hours HVAC Rate), 8.1.5, 8.1.7
(but only to the extent that it allows Tenant to install a security system that
is not compatible with Landlord’s security system), 8.1.9, 9.3, 15.3.3 (but
only to the extent that it permits Tenant to make a Transfer to a governmental
entity), 15.9, 15.10, 19.2, 19.3, 20.2.3, 20.2.4, 20.2.5, 20.3, 20.4, 20.5,
28.3 (but only to the extent that it permits Tenant to require Landlord to
include a reference to “City National Plaza” (or any other name) on the South
Tower directory (defined in Section 28.3, below), or within the Electronic
South Tower Directory (defined in Section 28.3, below)), 28.5, 28.6, 28.7,
28.8, 28.9, 29, 30.9, 30.30, or 30.31, and the provisions of such Sections or
Articles (or the provisions of such Sections or Articles providing such rights)
shall in no event be applicable to such Subtenant; (ii) the Sublease Space
shall consist of the entire Plaza Building Space or of full floors of the
Premises which are not located in between two (2) full or partial floors
of the Premises; (iii) Landlord shall not be liable for any act or
omission of Tenant; (iv) Landlord shall not be subject to any offsets or
defenses which Subtenant might have as to Tenant or to any claims for damages
against Tenant, nor shall Landlord be obligated to fund to, or for the benefit
of, Subtenant, any undisbursed tenant improvement or refurbishment allowance or
other allowances or monetary concessions; (v) Landlord shall not be
required or obligated to credit Subtenant with any rent, additional rent,
security deposits, security or other amounts delivered or paid by Subtenant to
Tenant; (vi) Landlord shall not be bound by any terms or conditions of the
Sublease which are inconsistent with the terms and conditions of this Lease; (vii) such
recognition shall be effective upon, and Landlord shall be responsible for
performance of only those covenants and obligations of Tenant pursuant to the
Sublease accruing after the termination of this Lease which would be
obligations of Landlord if Subtenant were the tenant under this Lease; (viii) as
a condition to Landlord’s obligation to enter into a Recognition Agreement with
a particular Subtenant, Landlord shall have the right to reasonably approve the
creditworthiness and financial strength of Subtenant, which reasonable approval
shall be based upon the creditworthiness and financial strength then generally
required by Landlord of a new tenant which is leasing space of a Rentable Area
in the Project comparable to the Rentable Area of the Sublease Space for a term
equal to the remaining Lease Term, and who is assuming the monetary obligations
equal to those to be assumed under the Sublease (which may also be met by such
Subtenant providing Substitute Credit Enhancements of the same type and
magnitude which Landlord has accepted from other tenants of the Project of
similar creditworthiness and financial strength to such Subtenant with which
Landlord has entered into direct leases with respect to space of a Rentable
Area comparable to the Rentable Area of the Sublease Space for a term equal to
the remaining Lease Term, and pursuant to which such tenant has assumed
monetary obligations equal to those to be assumed under the Sublease); and (ix) Subtenant
shall make full and complete attornment to Landlord, as lessor, pursuant to
written agreement executed by Landlord and


 


55

















 


Subtenant,
so as to establish direct privity of contract between Landlord and Subtenant
with the same force and effect as though Sublease was originally made directly
between Landlord and Subtenant.  At Landlord’s election, upon Landlord’s
written request given at any time after the termination of this Lease,
Subtenant shall execute a lease for the Sublease Space subject to the
applicable Sublease upon the same terms and conditions as set forth in the
applicable Recognition Agreement.  In the event Landlord enters into a
Recognition Agreement with any particular Subtenant pursuant to the terms of
this Section 15.10.  Tenant hereby acknowledges and agrees that, for
purposes of calculating the damages due Landlord following Tenant’s breach and
Landlord’s termination of this Lease, with respect to any such Sublease Space,
Landlord shall be deemed to have adequately mitigated its damages in accordance
with applicable Law.


 


ARTICLE 16
- DEFAULT AND REMEDIES


 


16.1                           Events of Default By Tenant.  The occurrence of any of the following
shall constitute a material default and breach of this Lease by Tenant (an “Event of Default”);


 


16.1.1                  Any
failure by Tenant to pay any Rent or any other charge required to be paid under
this Lease, or any part thereof, within five (5) business days of notice
from Landlord to Tenant of such failure.


 


16.1.2                  Any
failure by Tenant to execute and deliver any statement or document described in
Article 18 (Subordination and Attornment) and 22 (Estoppel Certificates)
requested by Landlord within the time periods specified therein, where such
failure continues for three (3) business days after delivery by Landlord
to Tenant of written notice of such failure; which written notice shall
reference this Section 16.1.2 and state that an Event of Default will be
deemed to occur if Tenant shall continue to fail to execute and deliver such
statement or document.


 


16.1.3                  The
failure by Tenant to observe or perform any other provision of this Lease to be
observed or performed by Tenant, other than those described in Sections 16.1.1
and 16.1.2, above, if such failure continues for thirty (30) days after written
notice thereof from Landlord to Tenant; provided that if the nature of such
default is such that the same cannot reasonably be cured within a thirty (30)
day period, an Event of Default by Tenant shall not be deemed to have occurred
if Tenant: (a) agrees in a written notice delivered to Landlord within
twenty (20) days after written notice of default from Landlord that it will
cure such default, (b) diligently commences such cure within such twenty
(20) day period and (c) thereafter diligently proceeds to rectify and cure
such default in full.


 


The notice periods provided herein are in addition to and not in lieu
of the notice requirements of California Code of Civil Procedure §1161, et seq.


 


16.2                           Remedies Upon Default.  Upon the occurrence of any Event of
Default by Tenant, Landlord shall have, in addition to any other remedies
available to Landlord at law or in equity, the option to pursue any one or more
of the following remedies, each and all of which shall, subject to applicable
Law, be cumulative and nonexclusive, without any notice or demand whatsoever.


 


16.2.1                  Landlord’s Right To Terminate Upon Tenant Default.  Upon the occurrence of an Event of
Default by Tenant as provided in Section 16.1 above, Landlord shall have
the right to terminate this Lease and recover possession of the Premises by
giving written notice to Tenant of Landlord’s election to terminate this Lease
(subject to and in accordance with applicable Laws), in which event Landlord
shall be entitled to receive from Tenant:


 


(i)                                     The worth at the time of award of any unpaid
Rent which had been earned at the time of such termination; plus


 


(ii)                                  The worth at the time of award of the amount
by which the unpaid Rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss Tenant proves could
have been reasonably avoided; plus


 


(iii)                               The worth at the time of award of the amount by which the unpaid Rent
for the balance of the Term after the time of award exceeds the amount of such
rental loss that Tenant proves could be reasonably avoided; plus


 


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


 


(v)                                 At Landlord’s election, such other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time
by applicable Law.


 


As used in Sections 16.2.1(i) and 16.2.1(ii) above, “worth at the time of award” shall be
computed by allowing interest at ten percent (10%) per year.  As used in Section 16.2.1(iii) above,
“worth at the time of award” shall
be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent (1%).


 


16.2.2                  Landlord’s Right To Continue Lease Upon Tenant Default.  Upon the occurrence of an Event of
Default under this Lease and abandonment of the Premises by Tenant, if Landlord
does not elect to terminate this Lease as provided in Section 16.2.1
above, Landlord may from time to time, without terminating this Lease, enforce
all of its rights and remedies under this Lease.  Without limiting the
foregoing, Landlord shall have the remedy described in California Civil Code Section 1951.4
(Landlord may continue this Lease in effect after Tenant’s breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations).


 


56














 


16.2.3                  Right of Landlord to Perform.     All covenants
and agreements to be performed by Tenant under this Lease shall be performed by
Tenant at Tenant’s sole cost and expense, except as expressly provided to the
contrary under this Lease.  If Tenant shall fail to perform any obligation
under this Lease, and such failure shall continue in excess of thirty (30) days
(except that there shall be no notice and cure period with respect to
emergencies, and for purposes of this Section 16.2.3, such notice and cure
period shall be ten (10) business days with respect to failures by Tenant
to perform Tenant’s obligations with respect to compliance with Laws or
pursuant to Article 11), Landlord may, but shall not be obligated to, make
any such payment or perform any such act on Tenant’s part without waiving its
rights based upon any such failure of Tenant and without releasing Tenant from
any of its obligations hereunder.  Any sums so paid by Landlord and all
incidental costs, together with interest thereon at the lesson of: (i) the
maximum rate permitted by Law and (ii) fifteen percent (15%) per annum
(the “Default Rate”), calculated
from the date of such payment by Landlord, shall be payable to Landlord as
Additional Rent within thirty (30) days following Landlord’s demand therefor.


 


16.3                           Subleases of Tenant.  If Landlord elects to terminate this
Lease on account of any Event of Default by Tenant, as set forth in this Article 16,
subject to any Recognition Agreement granted under Section 15.10, Landlord
shall have right to terminate any and all subleases, licenses, concessions or
other consensual arrangements for possession entered into by Tenant and
affecting the Premises.


 


16.4                           Efforts to Relet.  For the purposes of this Article 16,
Tenant’s right to possession shall not be deemed to have been terminated by
efforts of Landlord to relet the Premises, by its acts of maintenance or
preservation with respect to the Premises, or by appointment of a receiver to
protect Landlord’s interests hereunder.  The foregoing enumeration is not
exhaustive, but merely illustrative of acts which may be performed by Landlord
without terminating Tenant’s right to possession.


 


16.5                           Non-Waiver.  Nothing in this Article 16 shall
be deemed to affect Landlord’s rights to indemnification for liability or
liabilities arising prior to termination of this Lease for personal injury or
property damages under the indemnification clause or clauses contained in this
Lease.  No acceptance by Landlord of a lesser sum than the Rent then due
shall be deemed to be other than on account of the earliest installment of such
rent due, nor shall nay endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord’s
right to recover the balance of such installment or pursue any other remedy
provided in this Lease.  The delivery of keys to any employee of Landlord
or to Landlord’s agent or any employee thereof shall not operate as a
termination of this Lease or a surrender of the Premises.


 


16.6                           WAIVER OF TRIAL BY JURY.    LANDLORD AND TENANT
EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT
OF A CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD
AND TENANT ARE ADVERSE PARTIES.  THE FILING OF A CROSS-COMPLAINT BY ONE
AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”


 


16.7                           Cumulative Remedies.  In addition to the other remedies
provided in this Lease, subject to applicable Law, and except as provided
otherwise herein, each of Landlord and Tenant shall be entitled to a restraint
by injunction of the violation or attempted or threatened violation of any of
the covenants, conditions or provisions of this Lease or to a decree compelling
specific performance of any such covenants, conditions or provisions.


 


16.8                           Default by Landlord.


 


16.8.1                  In General. 
Notwithstanding anything to the contrary set forth in this Lease, but subject
to the provisions of Section 9.3, Landlord shall not be in default in the
performance of any obligation required to be performed by Landlord pursuant to
this Lease unless Landlord fails to perform such obligation within thirty (30)
days after the receipt of notice from Tenant specifying in detail Landlord’s
failure to perform; provided, however, if the nature of Landlord’s obligation
is such that more than thirty (30) days are reasonably required for its
performance, then Landlord shall not be in default under this Lease if it shall
commence such performance within such thirty (30) day period and thereafter
shall diligently pursue the same to completion.  Upon any such default by
Landlord under this Lease, Tenant may, except as otherwise specifically
provided in this Lease to the contrary, exercise any of its rights provided at
law or in equity.


 


16.8.2                  Abatement of Rent.  In the event that Tenant is prevented
from using, and does not use, the Premises or any portion thereof, as a result
of: (i) any entry by Landlord into the Premises, or alteration or construction
in the Common Areas or affecting the Building Structure, or the Building
Systems, or any other repair, maintenance or alteration performed by Landlord,
or which Landlord failed to perform, after the First Increment Commencement
Date and which is required to be performed by Landlord under the Lease, which
materially interferes with Tenant’s use or occupancy of the Premises, (ii) any
failure due to a reason within Landlord’s reasonable control to provide
services, utilities or access to the Premises, or, unless Landlord provides
reasonable replacement parking areas or spaces, the Parking Facilities, or (iii) the
presence at, in, on, under or about the Project of Hazardous Materials not
brought onto, into, or to the Premises or the Project by any of the Tenant
Parties (any such set of circumstances as set forth in items (i), (ii) or
(iii), above, to be known as an “Abatement
Event”), then Tenant shall give Landlord notice of such Abatement
Event, and if such Abatement Event continues for four (4) consecutive
business days after Landlord’s receipt of any such notice or for nine (9) non-consecutive
business days in the twelve (12) month period after Landlord’s receipt of any
such notice  (the “Eligibility Period”),
the Base Rent and Tenant’s Percentage Share of Operating Expenses and Property
Taxes and all other periodic Rent payable by Tenant hereunder, and Tenant’s
obligation to pay for parking shall be abated or reduced, as the case may be,
after expiration of the Eligibility Period for such time that Tenant continues
to be so prevented from using, and actually does not use, the Premises or a
portion thereof, in the proportion that the Rentable Area of the portion of the
Premises that Tenant is prevented from using, and does not use, bears to the
total Rentable Area of the Premises; provided, however, that in the event
Tenant is prevented from using, and does not use, a portion of the Premises for
a period of time in excess of the Eligibility Period and the remaining portion
of the Premises is not sufficient to allow Tenant to effectively conduct its
business therein, and if Tenant does not conduct its business from such
remaining portion, then for such time after expiration of the Eligibility


 


57

















 


Period
during which Tenant is so prevented from effectively conducting its business
therein, the Base Rent and Tenant’s Percentage Share of excess Operating
Expenses and Property Taxes and all other periodic Rent payable hereunder and
all of Tenant’s obligation to pay for parking for the entire Premises shall be
abated for such time as Tenant continues to be so prevented from using, and
actually does not use, the entire Premises.  If, however, Tenant
reoccupies any portion of the Premises during such period, the Rent allocable
to such reoccupied portion, based on the proportion that the Rentable Area of
such reoccupied portion of the Premises bears to the total Rentable Area of the
Premises, shall be payable by Tenant from the date Tenant reoccupies such portion
of the Premises.  Such right to abate Base Rent and Tenant’s Percentage
Share of Operating Expenses and Property Taxes (and other Rent) shall be Tenant’s
sole and exclusive remedy at law or in equity for an Abatement Event; provided,
however, that if Landlord has not cured such Abatement Event within two hundred
seventy (270) days after the later of: (a) receipt of written notice of
the Abatement Event from Tenant, and (b) Tenant’s actual vacation of the
area (the “Affected Area”) of the
Premises directly affected by the Abatement Event, Tenant shall have the right
to terminate this Lease as to the Affected Area during the first five (5) business
days of each calendar month following the end of such two hundred seventy (270)
day period and continuing until such time as Landlord shall have cured the
Abatement Event, which right may be exercised only by delivery of notice to
Landlord (the “Abatement Event Termination
Notice”) during such five (5) business-day period, and shall be
effective as of a date set forth in the Abatement Event Termination Notice (the
“Abatement Event Termination Date”),
which Abatement Event Termination Date shall not be less than (30) days, and
not more than six (6) months, following the date on which Tenant delivers
to Landlord an Abatement Event Termination Notice.  References in this Section 16.8.2
to “do not use” shall mean does not conduct business operations in or from.


 


ARTICLE 17
- ATTORNEYS FEES; COSTS OF SUIT


 


If either Landlord or Tenant shall commence any action or other proceeding
against the other proceeding against the other arising out of, or relating to,
this Lease, and such action or other proceeding results in an arbitration award
(an “Award”) or a judgment by a
court of competent jurisdiction (a “Judgment”)
the prevailing party shall be entitled to recover from the losing party, in
addition to any other relief, its actual attorneys fees, filing fees, court
costs, reasonable copying costs, and process server costs (collectively “Attorneys’ Fees”) and expert and witness costs
and fees irrespective of any court schedule of reasonable attorneys’ fees.


 


ARTICLE 18
- SUBORDINATION AND ATTORNMENT


 


18.1                           Landlord represents, and warrants to Tenant
that, as of the date hereof, the only ground leases, deeds of trust, mortgages
or security interests (collectively, “Security
Instruments”) affecting the Project, or any part thereof, is the
deed of trust held by the California State Teachers’ Retirement System, a
public entity (“CalSTRS”)
described on Exhibit “W”
attached hereto (the “Existing Security
Instrument”).  As a condition precedent of Tenant’s obligations
under this Lease, Landlord shall deliver to Tenant, a non-disturbance and
attornment agreement in the form of Exhibit “X” (an “SNDAA”)
in favor of Tenant executed by the current holder of the Existing Security
Instrument within ten (10) business days following Landlord’s and Tenant’s
execution and delivery of this Lease.  In the event landlord does not
deliver to Tenant such SNDAA executed by CalSTRS within such ten (10) business
day period, Tenant shall have the right to terminate this Lease, exercisable at
any time thereafter upon ten (10) additional business days’ written notice
to Landlord, which termination shall be effective if Landlord does not provide
Tenant with the applicable executed and acknowledged non-disturbance agreement
within such ten (10) additional business day period.


 


18.2                           Subject to the terms of this Article 18,
this Lease shall be subject and subordinate to all future Security Instruments
hereafter in force against the Project, if any, and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to all
advances made or hereafter to be made upon the security of such mortgages or
trust deeds, unless the holders of such mortgages or trust deeds, or the
lessors under such ground lease or underlying leases (collectively, “Superior Mortgagees”), require in writing
that this Lease be superior thereto, Landlord’s delivery to Tenant of
commercially reasonable SNDAA(s) in favor of Tenant from any such Superior
Mortgagees of Landlord who later come into existence at any time prior to the
expiration of the Lease Term shall be in consideration of, and a condition
precedent to, Tenant’s agreement to be bound by the terms of this Article 18. 
Each such commercially reasonable SNDAA shall include the obligation of any
such successor ground lessor, mortgage holder or lien holder to recognize
Tenant’s rights specifically set forth in this Lease to offset amounts against
Rent due hereunder.  Subject to the SNDAAs described above, Tenant
covenants and agrees in the event any proceedings are brought for the
foreclosure (or deed in lieu thereof) of any such mortgage, or if any ground or
underlying lease is terminated, to attorn, to the lien holder or purchaser or
any successors thereto upon any such foreclosure sale (or deed in lieu
thereof), or to the lessor of such ground or underlying lease, as the case may
be, if so requested to do so by such purchaser or lessor, and to recognize such
purchaser or lessor as the lessor under this Lease.  Tenant shall, within
twenty (20) days of request by Landlord, execute such further instruments or
assurances as Landlord may reasonably and in good faith deem necessary to
evidence or confirm the subordination or superiority of this Lease to any such
mortgages, trust deeds, ground leases or underlying leases, subject to the
terms of this Article 18.


 


ARTICLE 19
- QUIET ENJOYMENT; NON-COMPETITION


 


19.1                           Quiet Enjoyment.  Provided that an Event of Default by
Tenant is not then in existence, Tenant shall have and peaceably enjoy the
Premises during the Term of this Lease, subject to all of the terms and
conditions contained in this Lease, from and against all persons holding an
interest in the Project from and through Landlord.


 


19.2                           Non-Competition South Tower
Ground Floor.  On
the condition that, and so long as Original Tenant (or a Successor of Original
Tenant) shall not be subleasing
*             [ILLEGIBLE]
of the Premises (or more) (and shall not have assigned this Lease to any party
other than to a successor or an Affiliate of Tenant), Landlord shall not lease
any premises in the ground floor lobby of the South Tower to any Tenant
Competitor (defined below).  Original Tenant’s right, pursuant to this Section 19.2,
to restrict Landlord’s rights to lease space in the ground floor lobby of the
South Tower shall be personal to Original Tenant and to any Successor of
Original Tenant.  For purposes of this Lease, “Tenant Competitor” as used in this Lease shall mean:  (a) any
entity which has the word “bank,” “savings,” “loan,” “trust,” or “bankcorp” or
any derivation or combination thereof (such as “banking”) in its formal name, (b) any
traditional bank or savings and loan association (such as Citibank, Wells
Fargo, U.S. Bank, and Bank of America) or (c) any entity which actually
accepts deposits at its premises in the Project, whose deposits are


 


58

















 


insured
by the Federal Deposit Insurance Corporation and whose primary government
regulator is not the Securities Exchange Commission.  Notwithstanding any
provision of this Lease to the contrary, each of Landlord and Tenant hereby
acknowledge and agree that: (i) entities such as Schwab, Merrill Lynch,
UBS Paine Webber and Dean Witter Morgan Stanley, and comparable securities
brokerage firms and/or investment banks (collectively, “Securities/Investment Firms”), shall in no
case constitute, or be treated as, Tenant Competitors under this Lease, as long
as such Securities/Investment Firm (which is a tenant in the Plaza Building)
does not conduct traditional banking activities (as such activities are
commonly known as of the Effective Date) as its primary business activity in
its Plaza Building premises and  (ii) traditional banking activities
(as used in the context of this Section 19.2) are only an incidental part
of the business (and are not the primary activity) of the business operations
of Schwab, Merrill Lynch, UBS Paine Webber, and Dean Witter Morgan Stanley as
of the Effective Date.


 


19.3                           Non-Competition Plaza
Building.  On the
condition that, and so long as there is not outstanding a Plaza Building
Operating Requirement Failure (as defined in Section 28.5.4(ii) below)
and Landlord has not recaptured the Plaza Building Space pursuant to Section 7.1.2
or Section 15.2.4, Landlord shall not lease any premises in the Plaza
Building to any entity which is a Tenant Competitor on the date the lease in
question (with the Tenant Competitor) is executed by Landlord.  Each lease
executed by Landlord after the Effective Date with any tenant of the plaza
Building shall contain a restriction providing that, for so long as Tenant
continues to comply with the Plaza Building Operating Requirement, such tenant,
and any subtenant of such tenant, shall not conduct traditional banking
activities as its primary business activities from the Plaza Building. 
Original Tenant’s rights to restrict Landlord’s rights to lease space in the
Plaza Building under this Section 19.3 shall be personal to Original Tenant
and to any Successor of Original Tenant.


 


ARTICLE 20
- PARKING


 


20.1                           General.  The Parking Privileges (defined in Section 20.3,
below) are with respect to use of the following Project parking facilities (the
“Parking Facilities”): (i) the
Project’s subterranean garage located on the “A” Level (the “Subterranean Garage”) and (ii) the
parking annex facility located at 400 South Flower Street and commonly known as
the “J-2” garage (the “J-2 Parking Annex”). 
Subject to the terms and conditions of this Lease, the specific location of and
areas within the Parking Facilities in which Tenant may use the Parking
Privileges shall be specified by, and may, from time to time, be relocated by
landlord in the exercise of its reasonable, non-discriminatory discretion. 
Subject to the provisions of Section 1.4, Landlord shall have the right to
modify, change, add to or delete the design, configuration, layout, size,
ingress, egress, areas, method of operation, and other characteristics of or
relating to the Parking Facilities at any time, and/or to make repairs or
provide, on a temporary basis for, the nonuse, partial use or restricted use of
portions thereof as long as Tenant’s parking rights are not materially and
substantially adversely affected thereby; or if Tenant’s parking rights shall
be materially and substantially adversely affected thereby; (a) as long as
Landlord provides reasonable parking facilities for Tenant elsewhere (but as
close to the Project as reasonably possible) (“Substitute
Parking Area”), and (b) if such Substitute Parking Area is in
excess of two (2) blocks from the Project, as long as Landlord provides,
or agrees to pay the cost of providing, reasonable shuttle or transportation
services to transport Tenant’s employees from the location of such Substitute
Parking Area to the Project, and (c) so long as Landlord employs
commercially reasonable efforts to make the Parking Facilities available to
Tenant as soon as reasonably practical.  In the event that Landlord shall
provide a Substitute Parking Area for use by Tenant, there shall be a
reasonable downward adjustment of Parking Fees (defined in Section 20.3,
below) payable by Tenant hereunder.


 


20.2                           Grant of Parking Privileges.  Landlord hereby grants to Tenant the
following parking rights:


 


20.2.1                  A-Level Valet Parking Privileges.  Subject to Sections 20.2.3 and 20.2.5,
below, as to each Increment of Space, commencing on the commencement date for
such Increment of Space and continuing throughout the Term (including any
applicable Extension Terms), Tenant shall rent from Landlord no less than the
number of valet served parking privileges for use in the Subterranean Garage
(the “A-Level Valet Privileges”)
as are described in Item 7.1 of the Basic Lease Provisions with respect to such
Increment of Space.  Tenant shall additionally have the right, but not the
obligation, subject to availability, to rent, on a month-to-month basis,
additional A-Level Valet Privileges at the Parking Fee for A-Level Valet
Privileges specified herein.


 


20.2.2                  J-2 Unreserved Parking Privileges.  Subject to Sections 20.2.4 and 20.2.5,
below, commencing on the First Increment Commencement Date and continuing
throughout the Term (including any applicable Extension Terms), Tenant shall
rent from Landlord that number of unreserved parking privileges for use of
parking spaces in the J-2 Parking Annex (the “J-2
Unreserved Privileges”) which is equal to the total number of J-2
Unreserved Privileges that is described in Item 7.2 of the Basic Lease
Provisions; provided, however that at any time after the First Increment
Commencement Date and prior to the Fourth Increment Commencement Date, Tenant
may, at its option, elect to rent hereunder a total number of J-2 Unreserved
Privileges which is not more than the number of J-2 Unreserved Privileges set
forth in Item 7.2 of the Basic Lease Provisions and which is not less than the
number of J-2 Unreserved Privileges which, on the basis of
*          -2 Unreserved
Privilege per each 1000 square feet of Rentable Area leased, shall be
attributable to all the Increments of Space within the Initial Premises for
which there has then occurred, as of such date, an Increment Commencement Date.


 


20.2.3                  Initial Right to Reduce A-Level Parking at
Commencement Date of each Increment of Space.  Notwithstanding any provision to the
contrary contained herein, as to the A-Level Valet Privileges that are
allocable to each Increment of Space, Tenant may, at Tenant’s option, elect to
reduce the number of A-Level Valet Privileges *
   [ILLEGIBLE]   ) per floor) Tenant is required
to rent with respect to such increment of space (“Required A-Level Privileges”) by delivering to Landlord,
prior to the date that is ninety (90) days after the commencement date with
respect to such Increment of Space, written notice (“A-Level Parking Reduction Notice”) specifying: (a) the
Increment of Space and that Tenant is electing to reduce the number of Required
A-Level Privileges for such Increment of Space, and (b) the lesser number
of Required A-Level Privileges (if any) which Tenant is electing to rent during
the Term in connection with its Lease of such Increment of Space.  In the
even that Tenant should fail to deliver an A-Level Parking Reduction Notice
prior to the date that is ninety (90) days after the commencement date for a
particular Increment of Space, Tenant shall have no


 


59

















 


further
right under this Section 20.2.3 to reduce the number of such A-Level Valet
Privileges to which it is committed to rent for such Increment of Space.


 


20.2.4                  Initial Right to Reduce J-2 Parking at Commencement
Date of each Increment of Space. 
Notwithstanding any provision to the contrary contained herein, as to the J-2
Unreserved Privileges that are allocable to each Increment of Space. 
Tenant may, at Tenant’s option, elect to reduce the number of J-2 Unreserved
Privileges
*                            feet
of Rentable Area to any number less
*                       )
per 1,000 square feet of Rentable Area) Tenant is required to rent with respect
to such Increment of Space (“Required J-2
Privileges”) by delivering to Landlord, prior to the date that in
ninety (90) days after the commencement date with respect to such Increment of
Space, written notice (“J-2 Unreserved
Parking Reduction Notice”) specifying: (a) the Increment of
Space and that Tenant is electing to reduce the number of Required J-2
Privileges for such Increment of Space, and (b) the lesser number of
Required J-2 Privileges which Tenant is electing to Lease during the Term in
connection with its lease of such Increment of Space.  In the event that
Tenant should fail to deliver a J-2 Unreserved Parking Reduction Notice prior
to the date that is ninety (90) days after the commencement date for a
particular Increment of Space, Tenant shall have no further right under this Section 20.2.4
to reduce the number of such J-2 Unreserved Privileges to which it is committed
to rent for such Increment of Space.


 


20.2.5                  Eight Year Right to Reduce Parking Commitment.  Tenant shall also have a one-time
option (the “Second Parking Reduction Option”)
to reduce the number of J-2 Unreserved Privileges that Tenant is obligated to
rent hereunder as of the first (1st) day of the ninety-seventh (97th) calendar
month of the Lease Term following the First Increment Commencement Date (the “Reduction Date”), subject to the following
terms and conditions, each of which shall be a condition precedent to Tenant’s
right to exercise its Second Parking Reduction Option: (i) Tenant shall,
following any exercise of the Second Parking Reduction Option, be renting no
less that *           J-2
Unreserved Parking Privileges per ten thousand (10,000) square feet of Rentable
Area within the Premises *         *          ;
(ii) Tenant shall deliver to Landlord, on or before the date that is sixty
(60) days before the Reduction Date, a written notice (the “Reduction Notice”), which Reduction Notice
shall: (a) indicate that Tenant is electing to exercise the Second Parking
Reduction Option (and shall specifically reference this Section 20.2.5)
and (b) specify the number of Required J-2 Unreserved Privileges which
Tenant is electing to rent following its exercise of the Second Parking
Reduction Option; provided, however, that Tenant shall have no right under this
Section 20.2.5 to reduce the total number of Required J-2 Unreserved
Privileges it rents to less than
*             J-2
Unreserved Privileges per ten thousand (10,000) square feet of Rentable Area
within the Premises; and (iii) as of the date on which Tenant delivers the
Reduction Notice and as of the Reduction Date, there shall be no uncured Event
of Default by Tenant under this Lease.  Any attempt by Tenant to exercise
the Second Parking Reduction Option that does not satisfy all of the foregoing
conditions shall, at the election of Landlord, be deemed null, void and of no
force or effect and shall terminate Tenant’s right to exercise the Second
Parking Reduction Option.  The Second Parking Reduction Option shall be
personal to Original Tenant and its Successors.


 


20.3                           Parking Fees.  Commencing on the First Increment
Commencement Date and continuing throughout the Term (including any applicable
Extension Terms) Tenant shall pay to Landlord on the first day of each calendar
month during the Term, as Additional Rent hereunder, parking fees (the “Parking Fees”) at Landlord’s then
prevailing rate charged to tenants of the Project for each type of parking
privilege (A-Level Valet Privileges, or J-2 Unreserved Privileges
(collectively, the “Parking Privileges”))
for all of the Parking Privileges rented by Tenant for such calendar
month.  Notwithstanding anything to the contrary herein, the parties
acknowledge and agree that, (i) the Parking Fees charged for a particular
type of Parking Privilege (A-Level Valet Privileges or J-2 Unreserved Privileges,
as the case may be) from time to time during the Term shall in no case exceed
the parking fee generally in force for such type of Parking Privilege as of the
Effective Date (which the parties hereto stipulate to be
*                   [ILLEGIBLE]
Parking Privilege per month for A-Level Valet Privileges, or
*                       *                   per
Parking Privilege per month for J-2 Unreserved privileges), increased at a rate
*                  *    per
year, compounded annually, for each twelve (12) month period following the
First Increment Commencement Date (the “Base
Rate Standard”) and (ii) the Parking Fee charged as of any
particular date during the Term for each J-2 Unreserved Privilege shall not
exceed an amount equal to
*                              the
Base Rate Standard as of such date for a J-2 Unreserved Privilege. 
Accordingly, the parties stipulate that, ([ILLEGIBLE]) as of the First
Increment Commencement Date, the Parking Fees to be paid by Tenant (not
including any taxes, assessments or other impositions imposed by any
governmental entity) shall be: (a) *                     *                     per
month for A-Level Valet Privileges and (b) *                     *      per
Parking Privilege per month for J-2 Unreserved Privileges, and (2) acknowledge
and agree that that such Parking Fees may be increased, from time to time
during the Term, only in accordance with and subject to the limitations set
forth in clauses (i) and (ii) of the immediately preceding
sentence.  Landlord further agrees that the Parking Fees charged hereunder
as of a particular date for each of the A-Level Valet Privileges and J-2
Unreserved Privileges shall never exceed the prevailing rate charged to tenants
of the Project for such Parking Privileges as of such date.


 


All such Parking Fees payable by Tenant under this Section 20.3
shall be in addition to all taxes, assessments or other impositions imposed by
any governmental entity (“Parking Taxes”)
in connection with Tenant’s use of such Parking Privileges, which Parking Taxes
shall also be paid by Tenant when due, or if required to be paid by Landlord,
shall be reimbursed to Landlord by Tenant (in either case as Additional Rent)
concurrently with the payment of the Parking Fees described above.


 


20.4                           Validated Parking.  Tenant’s business visitors may park in
the Subterranean Garage on a space-available basis, upon payment of the
prevailing fee for parking charged to visitors to the Project.  Commencing
as of the earlier of the Plaza Building Commencement Date or the date on which
Tenant commences business operations from its temporary retail bank branch in
that certain area of the southwest portion of the South Tower ground floor
lobby described as the “License Premises” in that certain Temporary Use License
Agreement” [MISSING BEGINNING QUOTES] of even date herewith by and between
Landlord (as licensor) and Tenant (as licensee), and continuing throughout the
Term (including any applicable Extension Terms), so long as Tenant continues to
comply with, and on the condition that Tenant continues to comply with the
Plaza Building Operating Requirement (as defined in Section 28.5.4(ii),
below) Landlord shall provide, at no cost to Tenant, up to
*                           Validations
each day during the Term; provided, however, that: (i) *                           by
Tenant’s customers who are visiting the Premises for the specific purpose of
conducting business at the Premises


 


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(the
“Business Customers”), (ii) the
Bank Customer Free Validations shall not be used by or provided to any persons
other than the Business Customers, including, but not limited to Tenant’s
employees, agents or visitors, or any other person who visits or occupies the
Premises for any other reason,  (iii) each such Business Customer
visiting the
*                     
Validation on any particular calendar day,
*                     
may be used for parking at the Project on any particular calendar day (and any
portion of such
*                     ?
Customer Validations allocable to any particular calendar day that are not used
on such calendar day may not be used on any other calendar day).  Tenant
shall additionally have the right to purchase an unlimited number of additional
visitor validations (“Additional Validations”)
at a rate equal to
*                     ?
of Landlord’s then-prevailing rate charged for validations at the Building
Parking Facilities; provided, however, that such Additional Validations shall
be used only by Tenant’s customers (including, but not limited to, its Business
Customers) and visitors to its Premises (and the parties hereto agree that, for
purposes of use of the Additional Validations only (and not for purposes of use
of the Customer Free Validations), Tenant’s visitors to the Premises shall
include employees of Tenant who do not have offices (on an exclusive or shared
basis) at the Project), and may not be used by or provided to any other
persons, including, but not limited to, any to Tenant’s agents or employees who
have offices (on an exclusive or shared basis) at the Premises.


 


20.5                           After Hours Use of
Subterranean Garage. 
Landlord agrees that after the hour of 6:00 p.m. on each business day, it
will allow up to
*                     
Tenant’s employees then renting J-2 Unreserved Privileges to relocate their
cars from the J-2 Parking Annex to the Subterranean Garage for the remainder of
the evening (through 5:30 a.m. the next day) at no additional charge;
provided, however, that the parties hereto acknowledge and agree that such
right of Tenant’s employees to relocate cars from the J-2 Parking Annex to the
Subterranean Garage shall be subject to the availability of parking spaces in
the Subterranean Garage.


 


20.6                           After Hours Escorts to J-2
Parking Facilities.  Subject
to availability (which shall be consistent with the standards of the Comparable
Buildings) and upon request from Tenant, between the hours of 7:00 p.m.
and 6:00 a.m., Landlord’s access control personnel will accompany any
employee of Tenant from the ground floor lobby of the South Tower to his
vehicle at the J-2 Parking Annex.


 


20.7                           Month to Month Privileges.  In addition to the Parking Privileges
granted to Tenant pursuant to Section 20.2, Tenant shall have the right to
rent, upon delivery of not less than forty-five (45) days advance written
notice to Landlord, on a month to month basis, any “J-2 Available Privileges” (defined below).  The monthly
Parking Fee payable for each J-2 Available Privilege rented by Tenant shall be
the same rate applicable to each J-2 Unreserved Privilege under Section 20.3.
“J-2 Available Privileges” means,
as to any particular calendar month, any monthly privileges for unreserved
parking in the J-2 Parking Annex which Landlord has available to lease for such
month after satisfaction of all rights to rent such privileges granted to all
other tenants in the Project.  Tenant acknowledges and agrees that
Landlord shall have the right (exercisable in Landlord’s sole and absolute
discretion and without liability to Tenant) to reduce at any time, on thirty
(30) days advance written notice to Tenant, the number of J-2 Available
Privileges it permits Tenant to rent under this Section 20.7 for any month
in order to grant rights to such privileges to other actual or prospective
Project tenants or to satisfy the rights of other Project tenants.


 


20.8                           Rules; Transfer.  Tenant shall employ commercially
reasonable efforts to cause the group of its employees and occupants utilizing
Tenant’s Parking Privileges to abide by all commercially reasonable,
non-discriminatory rules and regulations for the use of the Parking
Facilities prescribed from time to time by Landlord.  If any individual
using one of Tenant’s Parking Privileges materially violates any of the terms
and conditions of this Article 20 or of such parking rules and
regulations on two (2) or more occasions during any twelve (12) month
period, then following notice to Tenant, Landlord may suspend for ten (10) days
the license granted hereunder with respect to the particular violating party’s
use of the Parking Facilities, and in the event that, within twelve (12) months
after any such suspension, such individual again materially violates any of the
terms and conditions of this Article 20 or of such parking rules and
regulations, Landlord may, following notice to Tenant, suspend for twenty (20)
days the license granted hereunder with respect to the particular violating
party’s use of the Parking Facilities; provided, however, that if any
individual shall, willfully, repeatedly or habitually violate any of the
material terms and conditions of this Article 20 or such parking rules and
regulations, then following notice to Tenant, Landlord may suspend for ninety
(90) days the license granted hereunder with respect to the particular
violating Party’s use of the Parking Facilities.  Landlord may delegate
its responsibilities hereunder to a parking operator in which case such parking
operator shall have all the rights of control allocated hereunder to the
Landlord, but such delegation shall not relieve Landlord of its liabilities
hereunder.  The Parking Privileges rented by Tenant pursuant to this Article 20
are provided to Tenant solely for use by officers, directors, and employees of
Tenant, its Affiliates, Successors, Permitted Transferees, Tenant’s Occupants
and/or any other tenant of the Project (collectively, the “Permitted Parking Transferees”) and such
Parking Privileges shall not otherwise be transferred, assigned, subleased or
otherwise alienated by Tenant to any other type of transferee without Landlord’s
prior written approval, which approval Landlord may withhold in Landlord’s sole
and absolute discretion.  Notwithstanding any transfer of Parking
Privileges to any Permitted Parking Transferee, Tenant shall continue to pay to
Landlord, as Additional Rent hereunder, the Parking Fees; provided, however,
that notwithstanding anything to the contrary herein, if and to the extent
Tenant shall transfer any Parking Privileges to any person or entity that is
not an Affiliate or Successor of Tenant, a Permitted Transferee, a subtenant or
assignee of Tenant under a Consent Transfer consented to by Landlord pursuant
to Article 15, or one of Tenant’s Occupants, Tenant shall pay, as part of
the Parking Fees, for each such Parking Privilege so transferred, the
prevailing rate charged to tenants of the Projects for such Parking Privileges.


 


20.9                           Reserved Parking Spaces.  In the event that Landlord shall, at
any time during the Term, create or designate parking spaces in the Parking
Facilities that are reserved for the use of particular tenants or occupants at
the Project (“Reserved Parking Privileges”),
and if Landlord shall make such Reserved Parking Privileges available for
rental by tenants or occupants of the Project generally (as opposed to making
the same available to a few tenants of occupants in the Project). 
Landlord shall offer to Tenant the right to rent up to a pro rata portion
(based upon Tenant’s then effective Percentage Share of the Project) of all
such Reserved Parking Privileges Landlord has elected to make available to all
tenants in the Project generally, at Landlord’s prevailing Parking Fee from
time to time therefor, and otherwise on the same terms, and subject to the same
conditions, on which Landlord offers such Reserved Parking Privileges to the
other tenants and occupants of the Project generally.  In the event that
(and to the extent that) Tenant elects to rent (by notice to Landlord delivered
not more than thirty (30) days after Landlord offers to rent such Reserved
Parking Privileges to Tenant) any such Reserved Parking Spaces offered to
Tenant by Landlord, Tenant’s rental of such


 


61

















 


Reserved
Parking Privileges shall be in addition to (and not in lieu of) Tenant’s
obligations to rent Parking Privileges (both A-Level Valet Parking Privileges
and J-2 Unreserved Parking Privileges) under this Lease.


 


ARTICLE 21
- RULES AND REGULATIONS


 


The “Rules and Regulations”
attached hereto as Exhibit “D”
are hereby incorporated by reference herein and made a part hereof. 
Tenant shall comply with the Rules and Regulations and, to the extent they
are not inconsistent with the rights granted to Tenant under this Lease, with
any reasonable and non-discriminatory amendments, modifications and/or additions
thereto as may hereafter be adopted and published by written notice to tenants
by Landlord for the safety, care, security, good order and/or cleanliness of
the Premises, any Building and/or the Project, provided all future
modifications of such Rules and Regulation shall be reasonable, and
further provided such Rules and Regulations are not modified or enforced
to unreasonably interfere with the Permitted Uses and are not discriminatorily
enforced against Tenant.  Landlord shall make good faith efforts to
enforce the Rules and Regulations on a consistent basis against all
tenants in the Project.


 


ARTICLE 22
- ESTOPPEL CERTIFICATES


 


At any time and from time to time upon not less than fifteen (15)
business days’ prior written notice by either party (the “Requesting Party”) (but no more frequently
than two (2) times in any twelve (12) month period), the other party (the “Responding Party”) shall execute,
acknowledge and deliver to the Requesting Party an estoppel certificate, which,
as submitted by the Requesting Party, shall be substantially in the form of Exhibit “E” attached hereto (or such other form
as may be reasonably required by any prospective mortgagee or purchaser of the
Project or Transferee of Tenant’s interests, or any portion thereof, provided
that the provisions thereof shall bear only on factual issues relating to this
Lease and Tenant’s occupancy of the Premises), indicating therein to the actual
knowledge of the Responding Party, without any duty of inquiry or
investigation, any exceptions thereto that may exist at that time, and shall
also contain any other factual information reasonably requested by the
Requesting Party.  Any statement delivered pursuant to this Article 22
may be relied upon by any prospective transferee of Tenant’s interest or
Landlord’s purchaser of the fee of Buildings or the Project (or any portion
thereof) or any mortgagee, ground lessor or other like encumbrancer thereof or
any assignee of any such encumbrance upon the Buildings or the Project (or any
portion thereof).


 


ARTICLE 23
- ENTRY BY LANDLORD


 


23.1                           In General.  Subject to the provisions of Section 16.8.2
of this Lease, and provided that Landlord uses efforts consistent with
Institutional Owner Practices to minimize any interference with Tenant’s use of
the Premises, Landlord may enter the Premises at all reasonable times upon
reasonable notice to Tenant (provided, however, that no such notice shall be
required in the case of an emergency) to: make any repairs to the Premises or
the Building reasonably required or deemed reasonably necessary (consistent
with Institutional Owner Practices) by Landlord and to erect such equipment,
including scaffolding, as is reasonably necessary to effect such repairs
(provided that such right of entry for such repairs shall also apply to
Landlord’s contractors); inspect the Premises; exhibit the Premises to
prospective purchasers, lenders or, during the last twelve (12) months of the
Term, tenants; determine whether Tenant is complying with all of its
obligations under this Lease; supply janitorial and other services to be
provided by Landlord to Tenant under this Lease; post notices of
non-responsibility; and make repairs or improvements in or to the Project or
the Premises; provided, however, that all work associated with such repairs or
improvements shall be done as promptly as reasonably possible and so as to
cause as little interference to Tenant as reasonably possible.  Subject to
the terms of Section 16.8.2, Tenant hereby 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 or any other loss
occasioned by such entry; provided, however, that nothing contained herein
shall be construed to waive any liability of Landlord for personal injury
and/or property damage resulting from Landlord’s gross negligence or willful
misconduct.  Landlord shall at all times have and retain a key with which
to unlock all of the doors in, on or about the Premises (excluding Tenant’s
vaults, safes and similar areas designated by Tenant in writing in advance
pursuant to Section 23.2, below), and Landlord shall have the right to use
any and all means by which Landlord may in good faith deem proper to open such
doors to obtain entry to the Premises, and any entry to the Premises obtained
by Landlord by any such means, or otherwise, shall not under any circumstances
be deemed or construed to be a forcible or unlawful entry into or a detainer of
the Premises or an eviction, actual or constructive, of Tenant from any part of
the Premises.  Such entry by Landlord shall not act as a termination of
Tenant’s duties under this Lease.  In connection with any entry by
Landlord into the Premises, Landlord shall take action consistent with
Institutional Owner Practices under the circumstances to avoid and minimize
damage to the Premises and to Tenant’s property and shall, if Landlord’s entry
into the Premises will materially interfere with the conduct or operation of
Tenant’s business from the Premises, be performed on weekends and/or after
normal business hours on weekdays, and Landlord shall clean up any mess and
repair any damage to the Premises caused by Landlord and/or Landlord’s agents
during such entry.  If Landlord shall be required to obtain entry in an
emergency by means other than a key provided by Tenant, the cost of such entry
shall be payable by Tenant to Landlord as Additional Rent.


 


23.2                           Secured Areas.  Tenant may, by written notice to
Landlord, designate portions of the Premises as “Secured Areas” should Tenant require such areas for the
purpose of securing certain valuable property or confidential
information.  Landlord and Landlord’s Agents may not enter such Secured
Areas, except:  (a) in the event of an emergency or  (b) to
perform an inspection, or perform any of Landlord’s duties or work required
hereunder (unless Tenant advises Landlord that it is unnecessary to perform
such duties or work and that the failure to do so does not and will not present
a threat to the safety or security of the Project or the people working at or
visiting the Premises, in which case Landlord shall provide Tenant with
reasonable notice of the date and time of entry (except in the case of an
emergency).


 


ARTICLE 24
- LANDLORD’S LEASE UNDERTAKINGS-EXCULPATION FROM PERSONAL


LIABILITY
TRANSFER OF LANDLORD’S INTEREST


 


24.1                           Landlord’s Lease
Undertakings. 
Notwithstanding anything to the contrary contained in this Lease or in any
exhibits, riders or addenda hereto attached (collectively the “Lease Documents”), it is expressly
understood and agreed by and between the parties hereto that:  (a) the
recourse of Tenant or its successors or assigns


 


62














 


against
Landlord (and the liability of Landlord to Tenant, its successors and assigns)
with respect to:  (i) any actual or alleged breach or breaches by or
on the part of Landlord of any representation, warranty, covenant, undertaking
or agreement contained in any of the Lease Documents or (ii) any matter
relating to Tenant’s occupancy of the Premises (collectively, “Landlord’s Lease Undertakings”) shall be
limited solely to Landlord’s equity interest in the Project and all available
insurance proceeds: (b) Tenant shall have no recourse against any other
assets of Landlord ?


*


 


partners,
members, managers or interest holders or any of their respective directors,
officers, shareholders, members, employees, agents, partners, beneficiaries,
trustees or representatives (each an “Owner
Party” and collectively, the “Owner
Parties”); (c) except to the extent of Landlord’s interest in
the Project, no personal liability or personal responsibility of any sort with
respect to any of Landlord’s Lease Undertakings or any alleged breach thereof
is assumed by, or shall at any time be asserted or enforceable against,
Landlord or any Owner Parties; and (d) at no time shall Landlord or any
Owner Party be responsible or liable to Tenant for any lost profits, lost
economic opportunities or any form of Consequential Damages as the result of
any actual or alleged breach by Landlord of Landlord’s Lease
Undertakings.  In addition, with the exception of claims of fraud, willful
misconduct or bad faith by Tenant, claims arising under the terms of Article 25,
or Tenant’s actions under Section 9.3, above, Tenant shall not be liable
under any circumstances for injury or damage to, or interference with, Landlord’s
business, including but not limited to, loss of profits, loss of business opportunity,
or loss of goodwill, in each case, however occurring.


 


24.2                           Transfer of Landlord’s
Interest.  Tenant
acknowledges that Landlord has the right to transfer all or any portion of its
interest in the Project or Building and in this Lease, and Tenant agrees that
in the event of any such transfer to a bona fide transferee in good faith who
agrees to assume the obligations of Landlord under this Lease, Landlord shall
automatically be released from all liability under this Lease attributable to
the period of time prior to the date of the transfer and Tenant agrees to look
solely to such transferee for the performance of Landlord’s obligations
hereunder attributable to the period of time after the date of transfer, and
such transferee shall be deemed to have fully assumed and be liable for all
obligations of this Lease to be performed by Landlord thereafter.  Tenant
shall attorn to any such transferee.


 


ARTICLE 25
- HOLDOVER TENANCY


 


Subject to the terms of this Article 25, if Tenant holds
possession of the Premises after the expiration or termination of the Term of
this Lease, by lapse of time or otherwise, without the express consent of
Landlord, Tenant shall become a tenant at sufferance upon all of the terms
contained herein, except as to Term and Base Rent.  During any such
holdover period, Tenant shall pay to Landlord (in addition to all other Rent
payable hereunder), commencing on the first (1st) day of such holdover period
and continuing through the ninetieth (90th) day of such holdover period, a
monthly Base Rent in an amount equal to one hundred twenty-five percent (125%)
of the Base Rent applicable during the last monthly rental period of the Lease
Term prior to such holdover period, and commencing on the ninety-first (91st)
day of the holdover period, a monthly Base Rent in an amount equal to one
hundred fifty percent (150%) of the Base Rent applicable during the last
monthly rental period of the Lease Term prior to such holdover period. 
The monthly Base Rent payable for such holdover period shall in no event be
construed as a penalty or as liquidated damages for such retention of
possession.  Neither any provision hereof nor any acceptance by Landlord
of any Rent after any such expiration or earlier termination shall be deemed a
consent to any holdover hereunder or result in a renewal of this Lease or an
extension of the Term, or any waiver of any of Landlord’s rights or remedies
with respect to such holdover.  Notwithstanding any provision to the
contrary contained herein:  (a) Landlord expressly reserves the right
to require Tenant to surrender possession of the Premises upon the expiration
of the Term of this Lease or upon the earlier termination hereof or at any time
during any holdover, and, except as provided in (b) below, the right to
assert any remedy at law or in equity to evict Tenant and collect damages in
connection with any such holdover (provided, however, that Landlord shall not
commence any such proceedings to evict Tenant on the basis of such holdover
during the thirty (30) day period following the expiration date of this Lease),
and (b) if Tenant fails to surrender the Premises within thirty (30) days
following the termination or expiration of this Lease.  Tenant shall
indemnify, defend and hold Landlord harmless from and against any and all
Claims, Damages and Expenses, including, without limitation, all lost profits
and other Consequential Damages, attorney’s fees, consultants’ fees and court
costs incurred or suffered by or asserted against Landlord by reason of Tenant’s
failure to so surrender the Premises in accordance with the provisions of this
Lease pertaining to the period of time commencing thirty (30) days following
the expiration or termination of this Lease.


 


ARTICLE 26
- NOTICES


 


All notices, demands, statements, designations, approvals, consents or
other communications (collectively, “Notices”)
given or required to be given by either party to the other hereunder or by law
shall be in writing, shall be: (a) delivered by a nationally recognized
overnight courier service which provides evidence of delivery, or (b) delivered
personally, addressed to the Landlord at the address for Landlord set forth in
Item 10 of the Basic Lease Provisions and to Tenant at the address for Tenant
set forth in Item 10 of the Basic Lease Provisions, or, from and after the
Commencement Date, to the Tenant at the Premises, whether or not Tenant has
departed from, abandoned or vacated the Premises, or addressed to such other
address or addresses as either Landlord or Tenant may from time to time designate
to the other in writing.  Any Notice will be deemed given:  (i) the
date the overnight courier delivery is made, or (ii) the date personal
delivery is made.  Notwithstanding any provision of this Lease to the
contrary, in the case where California statutory law requires that any notice,
notice to quit or pay rent, summons or complaint (or any other form of writing
required in connection with the assertion of rights against Tenant, the
enforcement of Tenant’s obligations under this Lease or the termination of
Tenant’s rights hereunder) (collectively, “Statutory
Written Notices or Complaints”) must be delivered or served in a
particular form, delivered to or served on Tenant through delivery to or
service on a particular representative of Tenant, delivered or served in a
particular manner (or by a particular method), for purposes of determining
compliance with such applicable statutory requirements, the time, manner or
method of delivery of all such Statutory Written Notices or Complaints
delivered to or served on all of the Tenant addresses for notices listed in
Item 10 of the Basic Lease Provisions (other than the timing, manner and/or
method of delivery of the Statutory Written Notice or Complaint to the First
Addressee listed in Item 10) shall be disregarded (so long as copies of such
Statutory Written Notice or Complaint are delivered to all such other Tenant
addresses in accordance with the first sentence of this Article 26 within
two (2) business days of delivery to the First Addressee listed in Item 10),
and if the timing, manner and, method of delivery and form of the Statutory
Written Notice or


 


63

















 


Complaint
delivered to the First Addressee listed in Item 10 shall satisfy the applicable
statutory requirements, then such statutory requirements shall be deemed
satisfied with respect to the timing, manner, and method of delivery and form
with respect to all Tenant addresses as of the date of delivery to the First
Addressee.


 


ARTICLE 27
- BROKERS


 


The parties recognize as the broker(s) who procured this Lease the
firm(s) specified in Item 8 of the Basic Lease Provisions (the “Brokers”) and agree that Landlord shall be
responsible for the payment of the brokerage commission (a) to Tenant’s
Broker required under the separate written agreement between Tenant’s Broker
and Landlord (“Commission Agreement”)
and (b) to Landlord’s Broker required under the separate written agreement
between Landlord and Landlord’s Broker, and that Tenant shall have no
responsibility therefor.  Subject to the foregoing, if Tenant or Landlord
has dealt with any other person or real estate broker (other than the Brokers)
in respect to leasing, subleasing or renting space in the Building, Tenant or
Landlord, as the case may be, shall be solely responsible for the payment of
any fee due said person or firm claiming to represent Tenant or Landlord, as
appropriate, and shall protect, indemnify, hold harmless and defend the other
party from any liability in respect thereto.  If Landlord fails to pay any
amounts due under the Commission Agreement, Tenant’s Broker may send written
notice to Landlord and Tenant of such failure, and if Landlord fails to pay
such amounts within sixty (60) days after Landlord receives said notice, Tenant
shall be entitled (but not obligated) to pay any such amounts to Tenant’s
Broker, and offset such amounts paid to Tenant’s Broker by Tenant against
Tenant’s next rental obligations which may become due under this Lease together
with interest at the Interest Rate from the date such amounts are paid to
Tenant’s Broker to the date of the offset.  Any amounts so offset from
Tenant’s rental obligations hereunder shall no longer be owed from Landlord to
such Broker.


 


ARTICLE 28
- SIGNAGE AND PROJECT IDENTITY RIGHTS


 


28.1                           Tenant Signs On Full Floors.  On each full floor of the South Tower
Premises, Tenant may, at its sole cost and expense, install identification
signage in the elevator lobby of such floor as shall reasonably be determined
by Tenant.


 


28.2                           Tenant Signs On Multi-Tenant
Floors.  If other
tenants occupy space on a floor of the South Tower on which a portion of the
Premises is located, Tenant’s identifying signage in the elevator lobby on such
floor shall be provided by Landlord, at Tenant’s sole cost and expense, and
such signage shall be comparable to that used by Landlord for other similar,
multi-tenant floors in the Project, and shall be consistent with the locational
and other standards (consistent with Institutional Owner Practices) for
multi-tenant floor tenant signage in the Project, as the same may exist and/or
be modified from time to time by Landlord; provided, however, that if Tenant is
leasing fifty percent (50%) or more of (but not all of) the Rentable Area on
any such floor:  (a) in the case where Tenant and one other tenant
shall each lease one-half (1/2) of the Rentable Area on the floor in question,
each of Tenant and such other tenant shall be permitted to install (at their
respective sole cost and expense) prominent elevator lobby signage (of equal
size) in a form and design reasonably approved in advance by Landlord and (b) in
the case where Tenant shall lease more than fifty percent (50%) of the Rentable
Area on the floor in question, Tenant shall be granted the right to install (at
Tenant’s sole cost and expense) a prominent identity sign in the elevator lobby
of such floor in a form and design reasonably approved in advance by Landlord,
and any other elevator lobby identity sign granted by Landlord to any other
tenant located on such floor shall proportionally reflect (in terms of size and
prominence) the smaller Rentable Area leased by such other tenant on such floor
(in comparison to the Rentable Area leased by Tenant.)


 


28.3                           Directory Signage.  Tenant shall be permitted, at Tenant’s
sole cost and expense, to use, at Tenant’s option, up to
*                     
per each 1,000 square feet in the South Tower Premises on or in the South Tower
tenant directory located in the ground floor lobby of the South Tower (the “South Tower Directory”), if any, for the
installation of Tenant’s name and the names of its Permitted Assignees, and
each of the foregoing entities’ departments, officers and employees. 
Notwithstanding the foregoing, Landlord may, at Landlord’s option, elect to (i) remove
the existing South Tower Directory and replace the same with a computerized,
electronic directory (the “Electronic South
Tower Directory”) which shall be located in the ground floor lobby
of the South Tower, in which case:  (a) all of Tenant’s rights to
space or lines in the South Tower Directory, if any, shall terminate and be of
no further force or effect and (b) Tenant shall be permitted to use up to
*                     per
each 1,000 square feet in the South Tower Premises in the Electronic South
Tower Director, for display or Tenant’s name and the names of its Permitted
Assignees, and each of the foregoing entities’ departments, officers and
employees or (ii) so long as the failure to provide any tenant directory
in the South Tower ground floor lobby shall be consistent with then effective
Institutional Owner Practices, remove the existing South Tower Directory and
not provide any replacement (electronic or otherwise) for the South Tower
Directory.  Subject to the provisions of Section 28.5.3, in the event
that there is a South Tower Directory or an Electronic South Tower Directory
provided by Landlord in the South Tower ground floor lobby, on the condition
that Tenant’s Project Name Rights shall not have terminated hereunder,
effective upon the effectiveness of the grant to Tenant of the Project Name
Rights (defined in Section 28.7, below) pursuant to Section 28.7, and
subject to Tenant satisfying the Initial Occupancy Threshold (defined in Section 28.7,
below), Landlord shall include a Tasteful (defined in this Section 28.3,
below) reference to the name of the Project as “City National Plaza” on such
South Tower Directory or in such Electronic South Tower Directory (and in the
case of any Electronic South Tower Directory, such sign designating the name of
the Project as City National Plaza may appear at any location on the screen of
such Electronic South Tower Directory (or may appear only on the first “page”
of such Electronic South Tower Directory)).  If following any such
inclusion to “City National Plaza” on the South Tower Directory or within the
Electronic South Tower Directory, Tenant’s Project Name Rights shall terminate
pursuant to the provisions of Section 28.7, all rights of the Tenant under
this Section 28.3 to require Landlord to include a reference to “City
National Plaza” on the South Tower Directory (or within the Electronic South
Tower Directory) shall also automatically terminate.  For purposes of this
Article 28, signage shall be “Tasteful”
only if and to the extent that such signage is approved as such by Landlord’s
Project Signage Consultant (defined in this Section 28.3, below);
provided, however, that Landlord’s Project Signage Consultant shall agree that
at least one sign (which is large enough to be observed) designating the name
of the Project as “City National Plaza” on any South Tower Directory or
Electronic South Tower Directory shall be Tasteful.  The parties hereto
agree, that for purposes of this Lease, “Landlord’s
Project Signage Consultant” shall be Sussman/Prezja or any similarly
qualified architectural or design firm selected from time to time by Landlord
to replace Sussman/Prezja as Landlord’s Project Signage Consultant. 
Notwithstanding any provision to the contrary contained in this Lease, the
parties hereto hereby agree that Landlord shall not be required to have or
maintain a South


 


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Tower
Directory or an Electronic South Tower Directory in the South Tower Lobby to
the extent that the failure to have or to maintain a South Tower Directory or
an Electronic South Tower Directory shall not be inconsistent with
Institutional Owner Practices, and that, in the event that Landlord shall
properly elect and shall continue to elect not to have or maintain a South
Tower Directory or an Electronic South Tower Directory in the South Tower
ground floor lobby, Tenant shall have no rights under this Section 28.3 to
any lines on or in any South Tower Directory or on or in any Electronic South
Tower Directory.


 


28.4                           Prohibited Tenant Signage
and Other Items. 
Except as specifically set forth in this Article 28, Tenant may not
install any signs on the exterior or roof of the Project or in any area which
is a part of (or is visible from) the Common Areas or from the exterior of the
Premises or from the exterior of any Building in the Project.  Except as
otherwise provided in this Article 28, any signs or other items visible
from the Common Areas or from the exterior of the Premises or from the exterior
of any Building in the Project shall be subject to the prior approval of
Landlord, which approval may be withheld in Landlord’s sole and absolute
discretion.  Any such signs, notices, logos, pictures, names or
advertisements which are installed in the Premises and that have not been
separately approved by Landlord may be removed by Landlord upon two (2) business
days notice by Landlord to Tenant, at the sole cost and expense of Tenant;
provided, however, that the foregoing restrictions shall not apply to
customary, non-electrified retail bank signage located in the interior of the
Plaza Building Space that is comparable to that installed in retail bank branch
offices of other first-class banks located in the ground floors of Comparable
Buildings in the downtown Los Angeles Central Business District.


 


28.5                           Tenant’s Exterior Signage.


 


28.5.1                  Tenant’s Exterior Signage Rights.  Subject to the provisions of this Article 28,
commencing on the First Increment Commencement Date, and, continuing throughout
the Term, including any Extension Terms, Tenant shall be entitled to install,
operate and maintain the following exterior signs in connection with Tenant’s
lease of the Premises (collectively “Tenant’s
Exterior Signs”):


 


(i)                                     South Tower.  Tenant shall have the right to:  (a) designate
the name of the South Tower as “City National Tower” (the “Tower Name Rights”) and (b) to
install, operate and maintain the following signs on the physical exterior of
the South Tower (all such signage is collectively referred to herein as the “South Tower Signs”):


 


(a)   Two (2) signs identifying
Tenant’s name as “City National Bank,” together with Tenant’s logo, located at
the top of the South Tower (the “South Tower
Top Signs”), in the locations and having the dimensions, color,
illumination and composition as more specifically described on Exhibit “L” attached hereto, but otherwise, if
and to the extent not otherwise described on Exhibit “L”, of a composition reasonably
designated by Tenant and reasonably approved by Landlord in advance in
accordance with this Article 28 (taking into account the Project Exterior
Signage Program (defined in Section 28.5.2, below));


 


(b)   Three (3) eyebrow signs
identifying Tenant’s name as “City National Bank,” together with Tenant’s logo,
located on the exterior granite face of the South Tower above the level of the
pillar openings at the base of the South Tower and below the third (3rd) floor
windows of the South Tower, on, subject to the provisions of Section 28.9.6,
below, the east, south and west sides of the South Tower, and facing Flower
Street, 6th Street and Figueroa Street, respectively, in the locations and
having the dimensions, color, illumination and composition as more particularly
set forth on Exhibit “M”
attached hereto, but otherwise, if and to the extent not otherwise described on
Exhibit “M”, of the
composition reasonably designated by Tenant and reasonably approved by Landlord
in advance in accordance with this Article 28 (taking into account the
Project Exterior Signage Program) (the “South
Tower Eyebrow Signs”); and


 


(c)   Three (3) signs reading “City
National Tower” located above the main entrance door on the north side of the
South Tower and above the northernmost entrance doors on the east and west
sides of the South Tower in the exact locations and having the dimensions,
color, and composition as more particularly set forth on Exhibit “N” attached hereto, but otherwise, if
and to the extent such characteristic or characteristics are not otherwise
described on Exhibit “N”,
of the composition reasonably designated by Tenant and reasonably approved by
Landlord in advance in accordance with this Article 28 (taking into
account the Project Exterior Signage Program) (the “South Tower Entrance Signs”).


 


(ii)                                  Plaza Building.  Tenant shall also have the right,
subject to the provisions of this Article 28, to install, operate and
maintain one (1) sign identifying Tenant’s name as “City National Bank,”
together with Tenant’s logo, located on the exterior of the Plaza Building (the
“Plaza Building Sign”) on the east
(Flower Street) side of the Plaza Building, in the location and having the
dimensions, colors, illumination and composition as more specifically described
on Exhibit “O”
attached hereto, but otherwise, if and to the extent not otherwise described on
Exhibit “O”, of the
composition reasonably designated by Tenant and reasonably approved by Landlord
in accordance with this Article 28 (taking into account the Project
Exterior Signage Program).


 


(iii)                               Bank Directional Signage.  Tenant shall have the right, so long
as there is not an outstanding Plaza Building Operating Requirement Failure and
Landlord has not recaptured the Plaza Building Space pursuant to Section 7.1.2
or Section 15.2.4 and Tenant is Occupying the Plaza Building Space, to
require Landlord to install directional signs (“Bank Directional Signs”) (providing directional assistance)
for passage to the Plaza Building Space from:  (a) the valet portion
of the parking area in the Subterranean Garage and (b) Figueroa Street, to
the Plaza Building Space, in the locations described on Exhibit “O” attached hereto.


 


(iv)                              Future Pylon Signs.  Tenant shall have the right, subject to the
provisions of this Article 28, effective upon the effectiveness of the
grant to Tenant of the Project Name Rights pursuant to Section 28.7, and
subject to Tenant’s satisfaction of the Initial Occupancy Threshold, to require
Landlord to install an inscription prominently identifying the Projects as “City
National Plaza” (a “CNB Project Inscription”)
within the lowest of the designated signage fields (the “Designated Tenant Signage Field”), in the
manner indicated on Exhibit “PP”
attached hereto, on those certain four (4) pylon signs at the location
shown on Exhibit “P”
which


 


65

















 


Landlord
may construct (but shall not be obligated to construct) in the future at the
four (4) corners of the Project (the “Future
Pylon Signs”) (when and if such Future Pylon Signs are
installed).  The parties hereto acknowledge and agree that:  (a) Exhibits
“PP” and “P” is provided for purposes of
illustration only and is not intended to and does not constitute a
representation or warranty by Landlord as to the future construction,
configuration, or size of the Future Pylon Signs, (b) that the locations
and dimensions of the Future Pylon Signs shall be determined by Landlord in
Landlord’s sole and absolute discretion, and shall be subject to modification
by Landlord in Landlord’s sole and absolute discretion (provided that in all
cases the CNB Project Inscription shall be a prominent inscription in the
lowest Designated Tenant Signage Field of each Future Pylon Sign), and (c) that
except for Tenant’s rights pursuant to this Section 28.5.1(iv) to
have Landlord install the CNB Project Inscriptions on the Future Pylon Signs,
Tenant shall have no rights under this Lease (or otherwise) with respect to
such Future Pylon Signs, and Landlord shall have the right to grant to any
other tenant or occupant of the Project identity or signage rights on such
Future Pylon Signs.  If by December 31, 2008, Landlord:  (x) has
not installed all of the four (4) the Future Pylon Signs in the Project,
Tenant shall have the right to require Landlord to install at Tenant’s sole
cost and expense additional signage or identity presentation at the Project
containing a reference or inscription identifying the Project as “City National
Plaza” (the “Full Pylon Substitute”),
which Full Pylon Substitute (when considered together with the CNB Project
Inscription(s), if any, which have been inscribed on the Future Pylon Signs, if
any, that have been installed) shall be designed and located by Landlord, but
shall be of such nature and in such location in the Project, and shall have
such dimensions, composition, design, coloring, and illumination such that the
CNB Project Inscription on the Full Pylon Substitute shall have equivalent
visual impact and prominence (from the perspective of third party visitors to
the Project) as the CNB Project Inscriptions would have had if all four (4) Future
Pylon Signs had been constructed, and/or installed by Landlord (with each such
Future Pylon Sign having had “City National Plaza” so inscribed in the lowest
Designated Tenant Signage Field of each such Future Pylon Sign) (collectively,
the “CNB Inscription Visual Impact”),
and (y) in the event that the four (4) Future Pylon Signs are
installed by Landlord in the Project, but as of December 31, 2008, due to
the existence of Other Tenant Prior Rights, (defined in Section 28.5.3,
below) and the operation of Section 28.5.3, a CNB Project Inscription is
not located on all of the Future Pylon Signs (with the cumulative reference to
all such inscriptions not installed being referred to as the “Lost CNB Inscriptions,” and with the cumulative reference to
those Future Pylon Signs having CNB Project Inscriptions under circumstances
where one or more Future Pylon Signs do not have CNB Project Inscriptions being
referred to herein as “Partial CNB Set Pylons”),
Tenant shall have the right to require Landlord to provide at Tenant’s sole
cost and expense such other signage and/or identity presentation at the Project
containing a reference to the Project as “City National Plaza” (the “Partial Pylon Sign Substitute”), which
Partial Pylon Sign Substitute shall be designed and located by Landlord, but
shall be of such a nature, in such a location in the Project, and shall have
such dimensions, composition, design, coloring, and illumination such that the
CNB Project Inscription on such Partial Pylon Sign Substitute, together with
the CNB Project Inscriptions on the Partial CNB Set Pylons, shall have
equivalent visual impact and prominence (from the perspective of third party
visitors to the Project) as the CNB Project Inscriptions on the four (4) Future
Pylons Signs would have had if a CNB Project Inscription had been installed on
each of the four (4) Future Pylon Signs.  If at any time subsequent
to the installation of the Full Pylon Substitute or the Partial Pylon Sign
Substitute, Landlord is permitted to install CNB Project Inscriptions on all
four (4) Future Pylon Signs (without violating other Tenant Prior Rights),
Tenant shall have the right to require Landlord to install a CNB Project
Inscription on each then existing Future Pylon Sign that is then without a CNB
Project Inscription (provided that Landlord shall be permitted to remove the
Full Pylon Substitute or the Partial Pylon Substitute, as the case may be, (and
all of Tenants’ rights thereto shall terminate)), with Tenant to reimburse
Landlord for all of Landlord’s Actual Costs incurred in installing the new CNB
Project Inscriptions and removing the Full Pylon Substitute or the Partial
Pylon Sign Substitute, as the case may be.


 


(v)                                 Other Project Signs.  Tenant shall have the right, subject
to the provisions of this Article 28 and subject to Tenant’s satisfaction
of the Initial Occupancy Threshold, to require Landlord to install (at Tenant’s
sole cost and expense) a Tasteful (as determined by Landlord’s Project Signage
Consultant) inscription identifying the Project as “City National Plaza” on
those certain other existing signs and/or signs to be constructed in the future
by Landlord at the Project as shown on Exhibit “OO” attached hereto (if and when such
signs are constructed), which signs shall have such other purposes, and/or
shall include the signs and/or logos of such other Project tenants as is
described on (and otherwise shall have such Project locations as are identified
on) Exhibit “OO”
attached hereto (collectively, the “Other
Project Signs”), in accordance with the Project Exterior Signage
Program.  The parties hereto acknowledge and agree that:  (a) that
the locations and dimensions of such Other Project Signs shall be determined by
Landlord in Landlord’s sole and absolute discretion and shall be subject to
modification by Landlord in Landlord’s sole and absolute discretion, and (b) that
except for Tenant’s rights described in this Section 28.5.1(v) to
have Landlord install inscriptions identifying the Project as “City National
Plaza” on the Other Project Signs, Tenant shall have no rights under this Lease
with respect to such Other Project Signs.


 


Each of Landlord and Tenant hereby acknowledge that,
to the extent that (a) Tenant’s logo is permitted to be included hereunder
on, and is included on, the South Tower Top Signs, the Eyebrow Signs and/or the
Plaza Building Sign, and (b) Exhibit “L” (with respect to the South Tower Top Signs), Exhibit “M” (with respect to the Eyebrow
Signs), and/or Exhibit “O”
(with respect to the Plaza Building Sign) attached hereto does not specify the
dimensions of that portion of the South Tower Top Signs, or the Plaza Building
Sign which shall include Tenant’s logo, the portion of each such sign
containing the Tenant’s logo shall be of a color, illumination and composition
that shall be consistent with the remainder of the South Tower Top Signs, the
Eyebrow Signs or the Plaza Building Sign, as applicable, and shall be of the
composition reasonably designated by Tenant and reasonably approved by Landlord
in accordance with this Article 28 (taking into account the Project Exterior
Signage Program).


 


28.5.2                  Landlord’s Approval Specifications and Permits.  Except as otherwise set forth on Exhibits
“L”, “M”, “N”, and “O”,
the graphics, materials, color, design, lettering, lighting, size,
illumination, specifications and location of each of Tenant’s Exterior Signs
shall (a) in all cases be consistent with the requirements of Landlord’s
Project signage program attached hereto as Exhibit “P” (the “Project Exterior Signage Program”) and (b) otherwise, to
the extent not specifically set forth in the Project Exterior Signage Program,
shall be subject to the prior written approval of Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed, based upon the
consistency of each such Tenant Exterior Sign with the standards for
architectural compatibility of Landlord and the Comparable Buildings.  In
addition, all of Tenant’s rights to install, operate and maintain each Tenant
Exterior Sign shall be subject to and conditional upon (i) Tenant
obtaining, at its sole cost and expense, all required governmental permits and
approvals for (and applicable to) each such Tenant Exterior Sign and (ii) the
continuing


 


66

















 


compliance
(at Tenant’s sole cost and expense) of each of Tenant’s Exterior Signs with all
applicable Laws.  Landlord shall reasonably cooperate (at no cost to
Landlord (unless Tenant shall agree in writing to reimburse Landlord for its
costs and shall so reimburse Landlord within ten (10) business days of
Landlord’s request therefor) with Tenant in seeking to obtain all such permits
and approvals.


 


28.5.3                  Superior Signage and Identity Rights.  Tenant acknowledges and agrees that,
notwithstanding any provision of this Lease to the contrary:  (a) each
and all of Tenant’s rights under this Article 28 (including without
limitation, each and all of Tenant’s rights to the South Tower Signs, the Plaza
Building Sign, the Bank Directional Signs, the Future Pylon Signs (and/or the
Full Pylon Substitute or the Partial Pylon Sign Substitute), the Other Project
Signs, the Tower Name Rights, the Project Name Rights (defined in Section 28.7,
below)) and all of Tenant’s rights (the “Directory
Inscription Rights”) under Section 28.3 to require Landlord to
include a reference to “City National Plaza” on the South Tower Directory (or
within the Electronic South Tower Directory) (collectively, the “Article 28 Rights”) shall be subject
and subordinate to the “Other Tenant Prior Rights” (“Other Tenant Prior Rights”) described on Exhibit “O” attached hereto, (b) Tenant’s
rights to Tenant’s Exterior Signs, the Tower Name Rights, and the Directory
Inscription Rights shall not apply to the extent they are inconsistent with the
rights of the tenant under the BofA Lease (as defined in Exhibit “Y”), until the expiration or the
sooner termination of the BofA Lease, which, as indicated on Exhibit “Y”, is scheduled to expire on September 15,
2004, (c) Tenant’s Tower Name Rights, Project Name Rights (as defined in Section 28.7,
below), Directory Inscription Rights, and rights with respect to the Future
Pylon Signs and the Other Project Signs shall not apply to the extent they are
inconsistent with the rights of the tenant under the ARCO Lease (as defined in Exhibit “Z”) until the expiration or sooner
termination of the ARCO Lease, which as indicated in Exhibit “Z”, is scheduled to expire on August 31,
2005, (d) so long as Landlord does not cause the Other Tenant Prior Rights
set forth in the Lease (“Other Tenant Lease”)
held by any “Other Tenant” (defined in Exhibit “AA” attached hereto) (collectively,
the “Other Tenants”) to become
greater in any sense that materially conflicts with Tenant’s Article 28
Rights, Landlord shall have the right to renew or extend the term of any such
Other Tenant Lease and/or to modify the rights and obligations of any such
Other Tenant under any such Other Tenant Lease without the need to obtain
Tenant’s consent or approval, and (e) Landlord shall not, in any case, be
required to take any action under this Article 28 (or otherwise relating
to the rights granted to Tenant under this Article 28) which would in
Landlord’s good faith judgment violate any Other Tenant Prior Right, and any
failure, inability and/or delay of Landlord in providing to Tenant the benefit
of any of the Article 28 Rights which is due in any way to the existence
and/or superiority of any such Other Tenant Prior Rights shall not constitute
any form of breach or default by Landlord under this Lease, shall not subject
Landlord to any liability to Tenant, and shall not give rise to any other right
or remedy in favor of Tenant under this Lease, at law or in equity.


 


28.5.4                  Occupancy Requirements.


 


(i)                                     Generally.  Notwithstanding any provision of this
Lease to the contrary, by notice (“Identity
Rights Termination Notice”) delivered to Tenant, Landlord, at its
option, may elect to terminate all of Tenant’s rights:  (a) with
respect to the South Tower Signs, (b) with respect to the Tower Name
Rights, (c) with respect to the Future Pylon Signs (and/or the Full Pylon
Substitute or the Partial Sign Substitute), (d) with respect to the Other
Project Signs, (e) with respect to the Project Name Rights as set forth in
Section 28.7, below, and (f) with respect to the Directory
Inscription Rights (collectively, the “Tenant
Project Identification Rights”), at any time that Original Tenant
(or any successor of Original Tenant) and its Affiliates are no longer
Occupying at least
*              *                                         Square
feet of Rentable Area (not including any storage space) in the South Tower (the
“South Tower  Occupancy Requirement”); provided, however,
that: (x) Landlord may only terminate Tenant’s rights to the South Tower
Signs if Landlord, at the time of such termination:  (1) has granted
or intends to grant to an existing   *


 


Prospective Identity Tenant”), rights which are inconsistent with (in
whole or in part) Tenant’s rights to the South Tower Signs, and pursuant to
such rights, such existing or prospective tenant is intended to place its name
and/or logo on the exterior of the South Tower, including on the South Tower
parapet, and (y) in the case involving a Prospective Identity Tenant where
under the preceding clause (x)(2), at the time of the termination of the Tenant
Project Identification Rights, Landlord has not yet executed a lease for space
in the Project covering
*                                            ))
square feet of Rentable Area, such termination of the Tenant Project
Identification Rights shall be conditional upon Landlord executing a lease for
space in the Project covering
*                                               
square feet of Rentable Area with such Prospective Identity Tenant (or an
Affiliate thereof) within six (6) months following delivery to Tenant of
the Identity Rights Termination Notice.  So long as Landlord is granting
Project Name Rights (or its equivalent) or rights to South Tower Top Signs to
such Existing Identity Tenant or Prospective Identity Tenant, subject to the
provisions of the preceding sentence, immediately upon delivery of any Identity
Rights Termination Notice, all of Tenant’s Project Identification Rights shall
automatically terminate, and Landlord shall be permitted to grant to one or
more subsequent tenants any remaining parts of the Tenant Project Identification
Rights.  Following any such termination of the Tenant Project
Identification Rights:  (a) Landlord shall have the right, from that
time forward, to rename the Project, (b) Landlord shall have the right,
from that time forward, to rename the South Tower, (c) Landlord shall have
the right to require Tenant to remove all of the South Tower Signs in
accordance with the terms of Section 28.6, below (and Landlord shall have
the right to remove the names “City National Plaza” and “City National Tower” from
all Project signs), and (d) Landlord shall have the right to install and
operate and maintain (or allow any third party to install and operate and
maintain) additional signage on the South Tower and/or the Plaza Building,
without being restricted by the terms of this Article 28.


 


(ii)                                  Plaza Building Operating
Requirement. 
Notwithstanding the terms of this Section 28.5, by written notice
delivered to Tenant, Landlord, at its option, may elect to terminate:  (a) all
of the Tenant’s rights to the Plaza Building Sign and the Bank Directional
Signs and (b) Tenant’s rights to enforce the restrictions set forth in Section 28.9.3
below (collectively, the “Tenant Plaza
Building Identification Rights”), in the event that:  (i) Landlord
exercises its recapture rights with respect to the Plaza Building Space
pursuant to Section 7.1.2 (a “Plaza
Building Operating Requirement Failure”), or (ii) Landlord
exercises its recapture rights with respect to the Plaza Building Space
pursuant Section 15.2.4 hereof.  Following any such recapture of the
Plaza Building Space and termination of the Tenant Plaza Building
Identification Rights, Landlord shall have the right, from that time
forward:  (a) to require Tenant to remove the Plaza Building Signage
in accordance with the terms of Section 28.6,


 


67

















 


below,
and (b) to place and maintain additional signage in, on and around the
Plaza Building, without being restricted by any of the terms of this Article 28
or any of the terms of Section 19.3.


 


28.6                           Cost and Maintenance.


 


28.6.1                  
All costs and expenses relating to the actual signs comprising Tenant’s South
Tower Top Signs, the South Tower Eyebrow Signs, the South Tower Entrance Signs,
the Plaza Building Sign, and the Bank Directional Signs (collectively, the “Tenant Maintained Signs”), including,
without limitation, to the extent related to such signage, all installation,
design, operation, alteration, removal, construction, fabrication, and
permitting costs and expenses and any and all other costs to the extent
associated with such Tenant Maintained Signs, including, without limitation,
the cost of removing and disposing (or covering, as the case may be) ( both at
the expiration or sooner termination of this Lease and/or of the Plaza Building
Space and at the termination of any Tenant rights under this Article 28)
of any existing signage in the locations to be occupied by the Tenant
Maintained Signs.  Utility charges and book-up fees, permits, and
maintenance and repairs with respect to all of the Tenant Maintained Signs,
shall be the sole responsibility of Tenant; provided, however, that (a) Landlord
shall reasonably cooperate (at Tenant’s sole cost and responsibility of Tenant’s
use of the Project Common Areas and Building Systems (including subject to the
provisions of Article 10, cooperating to provide (at Tenant’s sole cost
and expense) reasonable enhancements of electricity connections and sign
supports with respect to the South Tower Top Signs, the South Tower Eyebrow
Signs and the Plaza Building Sign) to allow Tenant to install, operate,
maintain and repair (and when appropriate, remove) the Tenant Maintained Signs;
and (b) Landlord shall, on or before the First Increment Commencement
Date, or as soon thereafter as is reasonably possible (and permissble under the
Other Tenant Prior Rights) with respect to all signs which are subject to Other
Tenant Prior Rights, at Landlord’s sole cost and expense, remove all signs
existing on the Effective Date on the South Tower, the Plaza Building and the
Project which are inconsistent with the signage and Project Name Rights granted
to Tenant in this Article 28, and repair any damage to the Project caused
by such removal and cause the areas from which all such signage was removed to
be restored to a condition commensurate with a first-class office
building.  Tenant shall be required to construct, maintain and operate
each and all of the tenant Maintained Signs in conformity with such standards
as Landlord may reasonably prescribe, consistent with the standards for sign
design, operation and maintenance of the Comparable Buildings, to the extent
not inconsistent with the rights granted to Tenant under this Lease. 
Should any of the Tenant Maintained Signs (including any lighting with respect
thereto) require repairs and/or maintenance under the foregoing standards,
Landlord shall have the right to provide notice thereof to Tenant, and Tenant
(except as set forth above) shall cause such repairs and/or maintenance to
commence and to be performed, at Tenant’s sole cost and expense, within five (5) days
after receipt of such notice from Landlord; provided, however, that if such
repairs and/or maintenance are reasonably expected to require longer than five (5) day
to perform, Tenant shall commence such repairs and/or maintenance within such
five (5) days period and shall thereafter diligently prosecute such
repairs and maintenance to completion at Tenant’s sole cost and expense. 
Should Tenant fail to perform or commence such repair and/or maintenance obligations
within the time periods described in the immediately preceding sentence, time
being of the essence, Landlord shall have the right to cause such work to be
performed for the account of Tenant and to charge Tenant as Additional Rent for
the Actual Cost of such work, plus interest at the Interest Rate from the date
of Landlord’s payment of such Actual Costs to the date of Tenant’s
reimbursement of Landlord of such Actual Costs and interest.  Within ten (10) days
following the expiration or earlier termination of this Lease, Tenant shall
complete the removal of all of the Tenant Maintained Signs from the Project,
including, but not limited to, from the South Tower and from the Plaza
Building, and shall cause the areas in which all such Tenant Maintained Sign
were located to be restored to the condition existing (to the extent
commercially reasonable) immediately prior to the placement of such Tenant
Maintained Signs.  If Tenant fails to timely remove all such Tenant
Maintained Signs or to restore the areas in which such Tenant Maintained Signs
were located, as provided in the immediately preceding sentence, then Landlord
may perform such work, and all Actual Costs reasonably incurred by Landlord in
so performing such work, plus interest at the Interest Rate from the date of
Landlord’s payment of such costs to the date of Tenant’s reimbursement of
Landlord, shall be reimbursed by Tenant to Landlord within thirty (30) days
after Tenant’s receipt of an invoice therefor.  The terms of this Section 28.6
shall survive the expiration or earlier termination of this Lease, or of the
Lease of the Plaza Building Space or the termination of Tenant’s rights under
this Article 28 (as the same relates to the signs in question).


 


28.6.2                  Except
as provided otherwise herein, Tenant shall reimburse to Landlord, within ten (10) days
of Landlord’s demand therefor, Tenant’s pro rata share of the Actual Costs
incurred by Landlord relating to the Future Pylon Signs and the Other Project
Signs, including, without limitation, to the extent related to such signage,
all installation, design, operation, alteration, removal, construction,
fabrication and permitting costs and expenses and any and all other costs to
the extent associated with such Future Pylon Signs and/or Other Project Signs. 
For purposes of this Section 28.6.2, Tenant’s pro rate share of such costs
and expenses relating to the Future Pylon Signs and/or the Other Project Signs
shall be equal to the portion of the area on such Future Pylon Signs and/or
Other Project Signs that is designated to receive or display signage and that
is devoted to signage identifying Tenant or identifying the Project as City
National Plaza.


 


28.7                           Project Name.  Effective upon the date of the Prior
Tenants’ Project Identity Rights Termination (defined in this Section 28.7,
below), and otherwise subject to all of the provisions of this Article 28
(including, but not limited to the provisions of Section 28.5.4), Tenant
is hereby granted the right to designate the “name” of the Project (the “Project Name”) as “City National Plaza”
(the “Project Name Rights”);
provided, however, that Tenant’s rights to continue to enjoy and enforce the
Project Name Rights hereby shall be conditional upon Tenant leasing, having
completed construction of Tenant Improvements in, having commenced business
operations (for at least one (1) day) in, and otherwise Occupying, on or
before the date that is twelve (12) calendar months (subject to extension for
Commencement Date Delays) after the date on which Landlord delivers the Fourth
Increment Office Space to Tenant in Delivery Condition (the “Outside Occupancy Threshold Date”),
*                                        *
feet of Rentable Area (or more) in the South Tower Premises (the “Initial Occupancy Threshold”), provided,
further, however, that if, on or before the Outside Occupancy Threshold Date,
Tenant shall not have satisfied the Initial Occupancy Threshold, but, as of
such date:  (a) the Tenant Improvements in the Fourth Increment
Office Space (the “Unfinished Space”)
are under construction, (b) Tenant shall have completed construction of
the Tenant Improvements in, shall have commenced business operations (for at
least one (1) day) in, and shall then be Occupying the entirety of the
remainder of the Initial Premises (other than such Unfinished Space), and (c) for
so long as (and only for so long as) Tenant shall continue to diligently
prosecute construction of such Tenant Improvements in such Unfinished Space to
completion, the Outside Occupancy Threshold Date shall be extended on a day for
day basis for


 


68

















 


each
additional day required to complete construction of such Tenant Improvements in
such Unfinished Space.  In the event that, as of the Outside Occupancy
Threshold Date (as such date may be extended pursuant to this Section 28.7),
Tenant shall not have satisfied the Initial Occupancy Threshold, all of Tenant’s
rights to the Project Name Rights shall automatically terminate, and as of such
date, shall be of no further force or effect.  Subject to the provisions
of this Article 28 (and after the date of the Prior Tenants’ Project
Identity Rights Termination), after the initial designation of the Project
Name, Tenant shall, in connection with any change in the Tenant’s Exterior
Signs specifically permitted under Section 28.8, change such Project Name
(and the name of the South Tower) to match or to be a direct, recognizable
derivative of the new name of Tenant’s Successor on Tenant’s Exterior
Signs.  Except as specifically set forth in this Article 28, Tenant
shall have no rights to designate the name of any other portion of the Project
(including, but not limited to, the North Tower and the Plaza Building), and,
subject to the Other Tenant Prior Rights and to the rights of Tenant hereunder,
Landlord shall retain the right to designate and/or to redesignate the name of
the North Tower and the Plaza Building.  Landlord acknowledges and agrees
that, subject to the provisions of this Article 28, including, but not
limited to, such provisions relating to the Other Tenant Prior Rights, from and
after the date of the Prior Tenants’ Project Identity Rights Termination, the
Project Name and the identity of the Project is to be “City National Plaza.” 
Accordingly, Landlord agrees that, as part of Tenant’s Project Name Rights,
following the Effective Date, Landlord will not grant any signage rights to any
other tenant or occupant of the Project (or to any other party) that would, in
the good faith opinion of Landlord’s Project Signage Consultant, undermine the
designation of the Project as “City National Plaza.” For Purposes of
application of this Lease, subject to Tenant’s satisfaction of the Initial
Occupancy Threshold, the “Project Name Rights” shall also include Tenant’s
rights under this Section 28.7 to require Landlord to, commencing upon the
day after the date on which the rights of the tenant under the ARCO Lease
terminate (and if such rights terminate prior to the expiration of the BofA
Lease, commencing on the day after the date on which the rights of the tenant
under the BofA Lease terminate) (the “Prior
Tenants’ Project Identity Rights Termination”), and continuing until
such time as Tenant shall no longer satisfy the South Tower Occupancy
Requirement (or until such time as such rights shall otherwise terminate under
the provisions of this Section 28.7), to: (i) endeavor to cause its
employees and agents to refer to the Project as “City National Plaza,” (ii) cause
a substantial portion of its stationery, announcements and advertisements to
identify the Project as “City National Plaza,” (iii) cause any tape
recorded welcome (or expression of thanks upon departure) provided to vehicular
visitors to the Project that is in existence and is being broadcast at the
entrance to or the exit from the Subterranean Garage as of the Effective Date,
to refer to the Project as “City National Plaza” for so long as such tape
recorded welcome or expression shall continue to be provided to such visitors,
and (iv) cause any security access cards provided to employees of tenants
of the Project to, where reasonably possible to do so (taking into account the
requirements of the card and security access system in question), hear the
inscription “City National Plaza” (provided, however, that Tenant agrees that,
as to the obligation of Landlord under this clause (iv), in any case where any
particular Project tenant or occupant requests that such security access cards
issued to the employees of such tenant or occupant not bear the inscription “City
National Plaza,” Landlord shall have no obligation to provide such inscriptions
on the security access cards issued to the employees of such tenant or occupant
(or to any other person related to such tenant or occupant)).  For
purposes of application of this Lease, subject to Tenant’s satisfaction of the
Initial Occupancy Threshold, the “Project Name Rights” shall additionally
include, Tenant’s rights under this Section 28.7 to require Landlord to,
commencing on the Prior Tenants’ Project Identity Rights Termination and
continuing until such time as Tenant shall no longer satisfy the South Tower
Occupancy Requirement (or such rights shall otherwise terminate under the
provisions of this Section 28.7), not to grant any tenant of the Project,
other than Tenant, any right to have its name or logo displayed in any manner
upon the uniforms of the Project Common Areas concierge, janitorial,
maintenance and/or access control personnel (provided, however, that this
obligation (and restriction) shall not apply to any uniforms worn by any
personnel employed by an entity or an Affiliate of any entity: (x) which
is in the business of providing such services, (y) which is a tenant at
the Project, and (z) which Landlord in good faith retains to provide any
of such services at the Project).


 


28.8                           Transferability and Changes.  All of the Tenant Project
Identification Rights and Tenant Plaza Building Identification Rights (and Article 28
Rights) shall be personal to the Original Tenant and shall not be transferable
to (or inure to the benefit of) any third party; provided, however, that: (i) Original
Tenant may assign all, but not less than all, of the Tenant Project
Identification Rights to a Successor and (ii) Original Tenant and any
subsequent Qualifying Plaza Subtenant (as defined in this Section 28.8,
below) may assign all, but not less than all, of the Tenant Plaza Building
Identification Rights to a Successor or to a subtenant of Tenant which has been
duly approved by Landlord pursuant to Article 15 hereof and which
subleases and Occupies one hundred percent (100%) of the Plaza Building Space
(a “Qualifying Plaza Subtenant”);
provided, further, however, that Original Tenant may only effectuate a transfer
of its Tenant Project Identification Rights and/or its Tenant Plaza Building
Identification Rights to a Successor or to a Qualifying Plaza Subtenant, as
applicable, if and to the extent: (a) such assignment would not violate
the terms (“Exclusive Terms”) of
any then existing lease for space in the Project that grants an occupant an “exclusive”
as to a particular business (provided that Tenant shall have the right to
modify its use of Tenant’s Exterior Signs so as not to violate any such
Exclusive Terms) and (b) such assignee does not have a name or logo which
relates to an entity which is of a character or reputation, or is associated
with a political faction or orientation, which would be objectionable to a
majority of landlords of Comparable Buildings (an “Objectionable Name”).  Following any such assignment (or
following any change in the name, tradename or logo of Tenant), Tenant shall
have the right to use a different name on the Tenant’s Exterior Signs (and to
redesignate the name of South Tower and the Project) provided such different
name is the new name, tradename or logo of Original Tenant or a Successor
thereof, is not an Objectionable Name, and is otherwise in substantial
conformance with all of the requirements of this Article 28. 
Notwithstanding any provision of this Lease to the contrary, in the event the
South Tower Name and/or the Project Name is changed by Tenant pursuant to this Section 28.8,
Tenant shall reimburse Landlord for all of its reasonable out of pocket
expenses in modifying all Project and Building identification signage
(including, but not limited to, the Future Pylon Signs and the other project
signs), literature and stationery.


 


28.9                           Additional Signage
Provisions.


 


28.9.1                  South Tower Exclusivity; Exclusive Signage Occupancy
Requirement.  Subject to the
provisions of this Section 28.9.1 and to the provisions of Section 28.5.4,
on the condition that, and for so long as Original Tenant (or a Successor of
Original Tenant) and its Affiliates continue to Occupy more than
*             *                        
rentable square feet in the South Tower (the “Exclusive
Signage Occupancy Requirement”), except as provided otherwise
herein, Landlord shall not grant or permit any other tenant or occupant in the
South Tower or any other third party the right to affix or install any sign to
any portion of the exterior surface of the South Tower, including its exterior
cladding and windows, (which shall be deemed to include the walls of the ground
floor


 


69

















 


lobby,
but which does not include the South Tower Building Envelope outside of the
South Tower itself).  Notwithstanding the foregoing, Landlord may,
provided that such signage is consistent with comparable signage granted in
accordance with Institutional Owner Practices:  (i) grant or permit
any Permitted Ground Floor Lobby Tenant (defined below) the right to affix or
install signage or advertising media, and Landlord may install or affix any
such Permitted Ground Floor Lobby Tenants’ signage or advertising media, to any
portion of the exterior of the South Tower (including its exterior cladding and
windows) in the area shown on Exhibit “R”
attached hereto, but below the area which is generally referred to as the “eyebrow
level,” (ii) install or affix signage identifying the street address of
the South Tower, (iii) in addition to the signage permitted under clause (i) above,
grant or permit two (2) or more other tenants or occupants in the Project
to affix or install any signage, and Landlord may install or affix any such
tenants’ or occupants’ signage, to those two (2) areas of the exterior
walls of the South Tower designated in Exhibit “1” attached hereto as locations for a
multi-tenant sign (the “Designated Secondary
Signage”), (iv) provide for one (1) or two (2) customary
fixed or electronic tenant directory (or directories) within the ground floor
lobby of the South Tower, and/or (v) install the “Retail Identity and
Major Retail Sign” to be located by the escalator in the ground floor lobby of
the South Tower.  If Tenant shall, at any time, cease to satisfy the
Exclusive Signage Occupancy Requirement, all of Tenant’s rights under this Section 28.9.1
shall automatically terminate and shall be of no further force or effect. 
For purposes of this Section 28.91, “Permitted
Ground Floor Lobby Tenant” shall mean any tenant of South Tower
ground floor space that is not a Tenant Competitor.  Notwithstanding any
provisions of this Lease (including, without limitation, any provision of Section 28.9.1
and Section 28.9.2) to the contrary, in all cases Landlord shall be
permitted to place (i) any sign or inscription and/or logo of a Tenant
Competitor on any Future Pylon Sign, and (ii) the sign and/or logo of one (1) Tenant
Competitor on the Designated Secondary Signage.  Provided, further,
however, that until the South Tower is fifty percent (50%) leased, Landlord may
have less than two (2) names on the Designated Secondary Signage.


 


28.9.2                  South Tower Building Envelope Exclusivity.  Subject to the provisions of this Section 28.9.2,
on the condition that, and for so long as, Original Tenant (or a Successor) and
its Affiliates continue to comply with the Exclusive Signage Occupancy
Requirement, Landlord shall not grant or permit any Tenant Competitor the right
to affix or install any signage or advertising media, and Landlord shall not
install or affix any Tenant Competitor’s signage or advertising media within
any area (or in any manner) within the South Tower Building Envelope (defined
in this Section 28.9.2, below).  If Tenant shall, at any time, cease
to satisfy the Exclusive Signage Occupancy Requirement, all of Tenant’s rights
under this Section 28.9.2 shall automatically terminate and shall be of no
further force or effect.  For purposes of this Section 28.9.2, “South Tower Building Envelope” shall mean
the area that is shown on Exhibit “U”
attached hereto.


 


28.9.3                  Plaza Building.  Subject to the provisions of this Section 28.9.3
and the remainder of this Article 28, on the condition that, and for so
long as Tenant continues to comply with the Exclusive Signage Occupancy
Requirement, there is no outstanding Plaza Building Operating Requirement
Failure, and Landlord has not recaptured the Plaza Building Space pursuant to Section 7.1.2
or Section 15.2.4, except as provided otherwise herein, Landlord shall not
grant or permit any other tenant or occupant in the Plaza Building or the
Project or any other third party the right to affix or install any signage or
advertising media, and Landlord shall not install or affix any such party’s
signage or advertising media to any portion of the exterior of the Plaza
Building (including its exterior cladding and windows).  Notwithstanding
the above, provided that such signage is not granted to any Tenant Competitor,
Landlord may: (i) grant or permit any Permitted Plaza Building First Class Tenant
the right to affix or install signage or advertising media, and Landlord may
install any such Permitted Plaza Building First Class Tenants’ signage or
advertising media, to any portion of the exterior of the Plaza Building
(including its exterior cladding and windows) and/or (ii) grant or permit
any tenant or occupant of the Project or any other third party (other than any
Tenant Competitor), the right to affix or install any signage or advertising
media, and Landlord may install or affix any such parties’ signage or advertising
media, to the parapet of the Plaza Building (“Plaza
Building Parapet”) or any other portion of the Plaza Building;
provided, however, that Landlord agrees that Landlord shall have no right to
grant to any party any right to install any such signage on the Plaza Building
Parapet if and to the extent that Landlord’s Project Signage Consultant in good
faith determines that such signage is not Tasteful.  If Tenant shall, at
any time, cease to satisfy the Exclusive Signage Occupancy Requirement, or if Landlord
shall recapture the Plaza Building Space pursuant to Section 7.1.2 or Section 15.2.4,
all of Tenant’s rights under this Section 28.9.3 shall automatically
terminate and shall be of no further force or effect.  “Permitted Plaza Building First Class Tenant”
shall mean any tenant of any space on the ground floor of the Plaza Building
which is of a quality, character, reputation and use which is consistent with
the standards for office, service, restaurant (such as California Pizza
Kitchen, Cheesecake Factory, McCormick & Schmitt’s, El Torito Grill, II
Fornaio, Broadway Deli, Houston’s, P.F. Chang’s, The Daily Grill, and Morton’s),
banking and/or other tenants of primary ground floor space with prominent
visibility in the common areas of (or space which is considered to be in the
main floor lobby area of) the Comparable Buildings in downtown Los Angeles (and
with such use of any such Permitted Plaza Building First Class Tenant
constituting a “Permitted Plaza Building Class Use”)


 


28.9.4                  Project; North Tower.  Except as specifically set forth in
this Section 28.9, and subject to Section 28.7, there shall be no
restrictions on the name given to the Project, the Plaza Building or the North
Tower, or on the installation of any other signage at the Project, including,
but not limited to, at the North Tower, in the Plaza, or in the subterranean
levels of the Project.


 


28.9.5                  First Class Project Signage.  Landlord agrees that Landlord shall
not grant any rights to any signage at the Project which is not consistent with
signage rights granted at other first-class office projects.


 


28.9.6                  Offensive and Objectionable Entities.  Subject to the provisions of this Article 28,
Landlord shall not grant any rights to any identity signage on any exterior
surface of the South Tower, the North Tower, or of the Plaza Building (or in
the ground floor lobby of the South Tower or of the North Tower) or in the
Plaza Area, to any tenant in the Project which constitutes an Offensive and
Objectionable Entity (defined in this Section 28.9.6, below) as of the
date of execution of the lease for such tenant.  An entity shall
constitute an “Offensive and Objectionable
Entity” on a particular date if, on such date, such entity is known
to Landlord to be identified by a majority of adult American citizens as an
entity that either: (a) is synonymous with the propagation of racist
violence or racist hatred (and holds itself out to the general public as doing
so), such as the American Nazi Party or the Ku Klux Klan, or (b) as its
primary business, creates and distributes to the general public pornographic
materials, such as Hustler magazine.


 


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28.9.7                  Relocation of Eyebrow Sign.  Subject to the provisions of this Section 28.9.7,
if, the trees (“Plaza Trees”) that
would currently obstruct the view from Flower Street of an eyebrow sign located
on the exterior granite face of the north (Plaza Area) side of the South Tower
above the level of the pillar openings and below the third (3rd) floor windows
of the South Tower (the “Prospective North
Eyebrow Sign Location”) are removed, cut back or trimmed by Landlord
during the three (3) year period following the Effective Date (the “Eyebrow Sign Relocation Period”), and
Tenant determines that it would prefer (or for any reason (with or without the
removal, cutting, and/or trimming of the Plaza Trees), Tenant determines that
it would prefer) to relocate the South Tower Eyebrow Sign which is to be
installed on the east (Flower Street) side of the South Tower (the “Flower Street Eyebrow Sign”) to the
Prospective North Eyebrow Sign Location, then Tenant shall have the right (the “Flower Street Eyebrow Sign Relocation Right”)
to elect to require Landlord to relocate the Flower Street Eyebrow Sign (at
Tenant’s sole cost and expense) to the Prospective North Eyebrow Sign
Location.  The Flower Street Eyebrow Sign Relocation Right may be
exercised only by the delivery by Tenant to Landlord during the Eyebrow Sign
Relocation Period of a notice (the “Eyebrow
Sign Relocation Notice”) specifically referencing this Section 28.9.7
and notifying Landlord that Tenant is exercising the Flower Street Eyebrow Sign
Relocation Right.  In the event that Tenant duly exercises the Flower
Street Eyebrow Sign Relocation Right: (a) the eyebrow sign which is to be
located in the Prospective North Eyebrow Sign Location (the “North Eyebrow Sign”) shall: (i) identify
Tenant’s name as “City National Bank,” together with Tenant’s logo, and (b) shall
be in the location and have the dimensions, color, illumination and composition
as more particularly set forth on Exhibit “M” (with respect to the Eyebrow Sign which is to be
located on the south (Sixth Street) side of the South Tower (the “South Eyebrow Sign”), except that the
directional orientation of the applicable portion of Exhibit “M” shall be rotated one hundred eighty
(180) degrees (such that north is south, south is north, east is west, and west
is east), but otherwise, if and to the extent not otherwise described on Exhibit “M”, shall be of the composition
reasonably designated by Tenant and reasonably approved by Landlord in advance
in accordance with this Article 28 (taking into account the Project
Exterior Signage Program), and (c) Tenant shall, at Tenant’s sole cost and
expense, remove the Flower Street Eyebrow Sign, repair any damage to the
Building caused by the removal of such sign, and cause the area in which the
Flower Street Eyebrow Sign was located to be restored to the condition required
under Section 28.6, above.


 


28.10                     Use of Tenant’s Tradename,
Logo or Trademark. 
Neither Landlord nor any tenant shall acquire any right, title or interest in
any trademark, logo or tradename of Tenant by virtue of this Lease. 
Landlord may not, except as specifically required under this Lease, use Tenant’s
tradename, logo, or trademark in any manner otherwise prohibited by any Law.


 


28.11                     Use of Exterior Portion of
South Tower for Promotional and Advertising Purposes.  Landlord agrees that, except for bona
fide identity signage and/or logos installed on the South Tower for the benefit
of bona fide tenants in the South Tower (to the extent not prohibited or
restricted by this Article 28), Landlord shall not grant any rights to any
tenant or other third party to utilize the exterior surfaces (or any material
portion thereof) of the South Tower portion of the Project to be utilized for
the purpose of advertising, promoting or identifying a person, sign, cause,
project, product, service or the like by the placement of a billboard or
similar advertising on the walls of the South Tower.


 


28.12                     Arbitration of Disputes.  Any disputes or disagreements or
disputes between Landlord and Tenant related to any matter arising out of, in
connection with, or otherwise related to the rights and obligations of Landlord
and Tenant under this Article 28 shall be subject to arbitration in
accordance with Article 14, above.


 


ARTICLE 29
- STORAGE PREMISES


 


Subject to the provisions of this Article 29,
at all times during the Term, Tenant shall have the right to lease from
Landlord up to five thousand (5,000) usable square feet of storage space in one
or more locations designated by Landlord (the “Storage
Premises”); provided, however, that notwithstanding the foregoing,
such right shall be conditional upon Tenant’s delivery to Landlord of written
notice (a “Storage Premises Commitment Notice”)
committing to the immediate leasing of such storage space pursuant to this
Article 29 and stating the approximate amount of storage space (subject to
the size maximum stated above) not later than June 1, 2004.  Subject
to the provisions of this Article 29, Tenant shall be required to pay
storage rent (“Storage Rent”), and
no other rent, for Storage Premises leased by Tenant in the applicable amounts
set forth below.  Subsequent to June 1, 2004, Tenant shall, to the
extent that it has not already exercised its right to lease such Storage
Premises, have a further right to lease the unleased portions of the Storage
Premises by delivering a Storage Premises Commitment Notice to Landlord, but
with respect to Storage Premises Commitment Notices received by Landlord after June 1,
2004, Landlord’s obligation to lease such Storage Premises to Tenant shall be
conditioned on Landlord having such Storage Premises available for lease at
such time (“Available Storage Space”). 
Available Storage Space shall be defined as storage space not then subject to
another tenant’s rights.  If, subsequent to June 1, 2004, at the time
Landlord receives the Storage Premises Commitment Notice, there is no Available
Storage Space, Landlord shall so advise Tenant, and when Available Storage
Space comes into existence, Landlord shall deliver such Available Storage Space
to Tenant within thirty (30) days after such space qualifies as Available
Storage Space.  Subject to the provisions of this Article 29, Tenant
shall be required to pay storage rent (“Storage
Rent”), and no other rent, for Storage Premises leased by Tenant in
the applicable amounts set forth below.


 


	
  Month of Term

  	
   

  	
  Monthly
  Storage Rent/usable square foot

  
	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  



 


Upon the commencement of any Option Term, if applicable, Landlord shall
have the right, upon notice to Tenant within thirty (30) days following each
such date, to increase the Storage Rent to the prevailing per square foot rate
charged by Landlord to tenants for storage space.  Tenant shall give
prompt notice to Landlord in case of fire or accidents in or about the Storage
Premises or of defects therein or in the fixtures or equipment related
thereto.  Tenant acknowledges and agrees that Landlord shall have no
obligation to provide any security for the Storage Premises.  All Storage
Premises rental amounts shall be due on a monthly basis concurrent with Tenant’s
payment of the Base Rent


 


71

















 


due
with respect to the Premises, and shall constitute Rent under the Lease. 
No Additional Rent shall be payable by Tenant to Landlord in connection with
the lease of the Storage Premises; provided, however, that in the event any
governmental tax shall be imposed on the storage space transaction contemplated
hereunder, on the Storage Rent to be received by Tenant or on any similar
basis, Tenant shall be responsible for the timely payment of the same. 
All Storage Premises (to the extent there exists Available Storage Space)
leased by Tenant shall be delivered to Tenant within thirty (30) days after
Landlord’s receipt of the Storage Premises Commitment Notice, and shall be
leased by Tenant in its present existing, “As-Is” condition and, subject to the
terms of Article 12, above, Tenant shall be fully responsible for
repairing any damage to the Storage Premises resulting from or relating to
Tenant’s use thereof; provided, however, that such Storage Premises shall be
demised, have a lockable door, have reasonably sufficient lighting, and be
accessible without going up or down stairs.  Tenant shall comply with such
reasonable rules and regulations as promulgated by Landlord and delivered
to Tenant from time to time pertaining to the use of such Storage
Premises.  Tenant’s insurance obligations under the Lease shall also
pertain to Tenant’s use of the Storage Premises.  Once the Storage
Premises is leased, Tenant shall have the right to terminate the Lease as to
the entire Storage Premises, or if the Storage Premises is comprised of more
than one separately demised unit of space, then as to one or more of such
separately demised units of space within the Storage Premises, on thirty (30)
days prior written notice to Landlord.


 


ARTICLE 30
- MISCELLANEOUS


 


30.1                           Entire Agreement.  This Lease contains all of the
agreements and understandings relating to the leasing of the Premises and the
obligations of Landlord and Tenant in connection with such leasing. 
Neither Landlord nor Tenant has made, and neither Tenant nor Landlord is
relying upon, any warranties, or representations, promises of statements made
by the other party or by any agent of the other party, except as expressly set
forth herein.  This Lease supersedes any and all prior agreements and
understandings between Landlord and Tenant and alone expresses the agreement of
the parties.


 


30.2                           Amendments.  This Lease shall not be amended,
changed or modified in any way unless in writing executed by Landlord and
Tenant.  Neither party shall have waived or released any of its rights
hereunder unless in writing and executed by such party.


 


30.3                           Successors.  Except as expressly provided herein,
this Lease and the obligations of Landlord and Tenant contained herein shall
bind or inure to the benefit of Landlord and Tenant and their respective
successors and assigns, provided this clause shall not permit any Transfer by
Tenant contrary to the provisions of Article 15.


 


30.4                           Sale by Landlord.  An arm’s length sale or conveyance by
Landlord of the Project shall operate to release Landlord from any future
liability upon any of the agreements, obligations, covenants or conditions,
express or implied, herein contained in favor of Tenant (the “Collective Obligations”), and Tenant
agrees to look solely to the responsibility of the successor in interest of
Landlord in and to this Lease except for Collective Obligations of Landlord
hereunder that are attributable to the period of time prior to such sale or
conveyance; provided such successor in interest agrees in writing to assume the
Collective Obligations of Landlord hereunder.  This Lease shall not be
affected by any such sale, however, and Tenant agrees to attorn to the
purchaser or assignee, with such attornment to be effective and self-operative
without the execution of any further instruments by any of the parties to this
Lease.


 


30.5                           Force Majeure.  Any prevention, delay or stoppage due
to strikes, lockouts, labor disputes, acts of God, inability to obtain
services, labor, or materials or reasonable substitutes therefor (or delays
substantially beyond normal, regular and customary periods of time to obtain
the same), governmental actions, civil commotions, terrorist acts, fire,
earthquake or other casualty, and other causes beyond the reasonable control of
the party obligated to perform (collectively, a “Force Majeure”) shall excuse the performance of such party
(except with respect to the obligations imposed with regard to Rent and other charges
to be paid by Tenant pursuant to this Lease; provided, however, that the
provisions of this Section 30.5 shall not operate to affect in any manner
the operation or application of any provision of this Lease that expressly
grants to Tenant an abatement of Rent under particular circumstances) for a
period equal to any such prevention, delay or stoppage and, therefore, if
this Lease specifies a time period for performance of an obligation of either
party, that time period shall be extended by the period of any delay in such
party’s performance caused by a Force Majeure; provided, however, that: (i) the
provisions of this Section 30.5 shall not apply to the provisions of
Sections 9.3, 12.3, or 16.8.2 (which provide for rent abatement), unless and
only to the extent specific reference is made to Force Majeure therein, (ii) all
references continued in this Lease or in the Work Letter to “Force Majeure Delays” shall refer to such
term as defined in the Work Letter and (iii) in no case shall the
provisions of this Section 30.5 apply to the determination of when a “Commencement
Date” has occurred or shall occur, the commencement of or expiration of the
Term, or the commencement of any form of Rent hereunder, with the parties
hereto agreeing that such determination shall be governed by the terms of the
Work Letter and the provisions of this Lease which specifically address such
determination.


 


30.6                           Survival of Obligations.  Any obligations of Tenant or Landlord
accruing prior to the expiration of this Lease shall survive the termination of
this Lease, and Tenant and Landlord shall each perform all of their respective
obligations in a timely manner whether or not this Lease has expired.


 


30.7                           Light and Air.  No diminution or shutting off of any
light, air or view by any structure now or hereafter erected shall in any
manner affect this Lease or the obligations of Tenant hereunder, or increase
any of the obligations of Landlord hereunder.


 


30.8                           Governing Law.  This Lease shall be governed by, and
construed in accordance with, the laws of the state of California, without
regard to its conflict of laws rules and principles.


 


30.9                           Qualified Prohibition
Against Recording. 
This Lease shall not be recorded by Tenant or by anyone acting through, under
or on behalf of Tenant.  Landlord agrees that it will execute a short form
memorandum of Lease (“Memorandum of Lease”),
with its signatures notarized, and allow Tenant to record the same so as to
place other parties on notice as to the Premises leased, Tenant’s renewal and
expansion rights, and Tenant’s signage and naming rights hereunder. 
Tenant agrees that, in the event that Tenant elects to record a Memorandum of
Lease pursuant to this Section 30.9, immediately following the expiration
or earlier termination of this Lease (or the Project


 


72

















 


Identification
Rights or the Plaza Building Identification Rights), Tenant shall take all
actions requested of by Landlord (including, without limitation, the execution
and notarization of documents) to cause all record of such Memorandum of Lease
to be removed from the chain of title for the Project or appropriately
modified.


 


30.10.                  Severability.  In the event any provision of this
Lease is found to be unenforceable, the remainder of this Lease shall not be
affected, and any provision found to be invalid shall be enforceable to the
extent permitted by law.  The parties agree that in the event two
different interpretations may be given to any provision hereunder, one of which
will render the provision unenforceable, and one of which will render the
provision enforceable, the interpretation rendering the provision enforceable
shall be adopted.


 


30.11                     Captions.  All captions, headings, titles,
numerical references and computer highlighting are for convenience only and
shall have no effect on the interpretation of this Lease.


 


30.12                     Interpretation.  Tenant acknowledges that it has read
and reviewed this Lease and that it has had the opportunity to confer with
counsel in the negotiation of this Lease.  Accordingly, this Lease shall
be construed neither for nor against Landlord or Tenant, but shall be given a
fair and reasonable interpretation in accordance with the meaning of its terms
and the intent of the parties.


 


30.13                     Independent Covenants.  Except as specified to the contrary
herein, each covenant, agreement, obligation or other provision of this Lease
to be performed by Tenant and Landlord are separate and independent covenants
of Tenant and Landlord, and not dependent on any other provision of this Lease.


 


30.14                     Number and Gender.  All terms and words used in this
Lease, regardless of the number or gender in which they are used, shall be
deemed to include the appropriate number and gender, as the context may
require.


 


30.15                     Time is of the Essence.  Time is of the essence of this Lease
and the performance of all obligations hereunder.


 


30.16                     [INTENTIONALLY OMITTED]


 


30.17                     No Offer to Lease.  The submission of this Lease to
Tenant, Landlord or their respective Brokers or other agents, shall not constitute
an offer to Tenant or by Tenant to lease the Premises.  This Lease shall
have no force and effect until it is executed and delivered by both parties.


 


30.18                     No Counterclaim; Choice of
Laws.  It is mutually agreed that in the
event Landlord commences any summary proceeding for non-payment of Rent, Tenant
will not interpose any counterclaim of whatever nature or description, unless
it is a compulsory counterclaim, in any such proceeding.  In addition,
each of Landlord and Tenant hereby submit to local jurisdiction in the State of
California and agrees that, subject to Article 14, any action by Tenant
against Landlord or by Landlord against Tenant shall be instituted in the State
of California and that each of Landlord and Tenant shall have personal jurisdiction
over the other for any action brought by either Landlord or Tenant against the
other in the State of California.


 


30.19                     Rights Reserved by Landlord.  Subject to Article 28 (and any
other provisions of this Lease which expressly limit the rights reserved by
Landlord in this Section 30.19), Landlord reserves the following rights
exercisable without notice (except as otherwise expressly provided to the
contrary in this Lease) and without being, deemed an eviction or disturbance of
Tenant’s use or possession of the Premises or giving rise to any claim for
set-off or abatement of Rent (except as otherwise provide for in this
Lease):  (i) to change the name or street address of the Buildings
and/or the Project; (ii) to install, affix and maintain all signs on the
exterior and/or interior of the Building and/or the Project; (iii) subject
to the terms of this Lease, to designate and/or approve prior to installation,
all types of signs, window shades, blinds, drapes, awnings or other similar
items; (iv) to display the Premises and/or the Project to mortgagees,
prospective mortgagees purchasers and ground lessors at reasonable hours upon
reasonable advance notice to Tenant; (v) to change the arrangement of
entrances, doors, corridors, elevators and/or stairs in the Buildings, provided
no such change shall materially adversely affect primary access to the
Premises; (vi) to grant any party the exclusive right to conduct any
business or render any service in the Buildings, provided such exclusive right
shall not operate to prohibit Tenant from using the Premises for the purposes
permitted under this Leases; (vii) to prohibit the placement of vending or
dispensing machines of any kind in or about the Premises other than for use by
Tenant’s employees and visitors; (viii) to discontinue any mail chute
business in the Building; (ix) to close the Buildings after normal
business hours, except that Tenant and its employees and invitees shall be
entitled to admission at all times under such nondiscriminatory rules and
regulations as Landlord prescribes for security purposes; (x) to install
and maintain pipes, ducts, conduits, wires and structural elements located in
the Premises which serve other parts or other tenants of the Buildings,
provided that the same do not materially and adversely interfere with Tenant’s
use or improvement of the Premises as permitted by this Lease; and (xii)
subject to the terms of this Lease, to retain at all times master keys or pass
keys to the Premises.


 


30.20                     Reasonable Consent. Except for matters for which there is a
standard of consent or approval specifically set forth in this Lease (other
than a reasonableness standard), and except for matters which could materially
and adversely affect: (i) the Building Systems, (ii) the Building
Structure, or (iii) the exterior appearance of the Project or any
Building, in which case Landlord shall have the right to act in its sole and
absolute discretion as to the matters described in items (i), (ii) and (iii) above,
any time the consent or approval of Landlord or Tenant is required under this
Lease, such consent or approval shall not be unreasonably withheld, conditioned
or delayed.


 


30.21                     Authority.  If Landlord or Tenant signs as a
corporation or a partnership, each of the persons executing this Lease on
behalf of Landlord or Tenant, as the case may be, does hereby covenant and
warrant that Landlord or Tenant, as the case may be, is a duly authorized and
existing entity, that Landlord or Tenant, as the case may be, has and is
qualified to do business in California, that such party has full right and
authority to enter into this Lease, and that each of both of the persons
signing on behalf of such party are authorized to do so.


 


73

















 


30.22                     Transportation Management.  Tenant shall comply with all
governmentally mandated present or future programs intended to manage parking,
transportation or traffic in and around the Project.


 


30.23                     The Other Improvements.  If portions of the Project or property
adjacent to the Project (collectively, the “Other
Improvements”) are owned by an entity other than Landlord, Landlord,
at its option, in its good faith discretion, may enter into an agreement with
the owner or owners of any or all of the Other Improvements to provide: (i) for
reciprocal rights of access and/or use of the Project and the Other
Improvements, (ii) for the common management, operation, maintenance,
improvement and/or repair of all or any portion of the Project and the Other
Improvements, (iii) for the allocation of a portion of the Operating
Expenses to the Other Improvements and the operating expenses and taxes for the
Other Improvements to the Project, and (iv) for the use or improvement of
the Other Improvements and/or the Project in connection with the improvement,
construction, and/or excavation of the Other Improvements and/or the
Project.  Nothing contained herein shall be deemed or construed to limit
or otherwise affect Landlord’s right to convey all or any portion of the
Project or any other of Landlord’s rights described in this Lease.


 


30.24                     Renovation of the Project
and Other Improvements. 
Tenant acknowledges that portions of the Project and/or the Other Improvements
may be under construction following Tenant’s occupancy of the Premises, and
that such construction may result in levels of noise, dust, obstruction of
access, etc. which are in excess of that present in a fully constructed
project.  Except as specifically set forth in this Lease to the contrary,
it is expressly understood and agreed that Landlord has no obligation to alter,
remodel, improve, renovate, repair or decorate the Premises, the South Tower,
Plaza Building or the Project or any portion thereof.  It is further
agreed and acknowledged that, except as specifically set forth in this Lease,
no representations or warranties respecting the condition of the Premises, the
South Tower, Plaza Building or the Project have been made by Landlord to
Tenant.  Tenant acknowledges and agrees that Landlord may alter, remodel,
improve and/or renovate (collectively, the “Renovation
Work”) the South Tower, Plaza Building, and/or the Project,
including without limitation the Parking Facilities, Common Areas, Building
Systems, and Building Structure, which Renovation Work may include, without
limitation (and in addition to the contemplated changes to the Common Areas
identified in Section 1.4, above, and the Project Upgrades identified in Section 1.5,
above): (i) the installation of sprinklers in the Project Common Areas and
tenant spaces (other than the Premises), (ii) the alteration of the Common
Areas and tenant spaces to comply with Laws (including Laws relating to the
physically disabled, seismic conditions, and building safety and security); and
(iii) the installation of new floor and wall coverings, and lighting in
the South Tower and Plaza Building Common Areas, and in connection with any
Renovation Work, Landlord may, among other things, erect scaffolding or other
necessary structures in the South Tower and/or Plaza Building, or the Project,
reasonably restrict access to portions of the Project, including portions of
the Common Areas, or perform work in the South Tower, the Plaza Building and/or
the Project.  Subject to the terms of this Lease, Tenant hereby agrees
that such Renovation Work and Landlord’s actions in connection with such
Renovation Work shall, if performed in compliance with the requirements of this
Lease, in no way constitute a constructive eviction of Tenant nor entitle
Tenant to any abatement of Rent (except as specifically set forth in this
Lease).  Subject to Landlord’s performance of its obligations under this Section 30.24,
and subject to the express provisions of this Lease, Landlord shall have no
responsibility or liability to Tenant for any injury to or interference with
Tenant’s business arising from any such Renovation Work, and Tenant shall not
be entitled to any damages from Landlord for loss of use of the Premises, in
whole or in part, or for loss of Tenant’s personal property or improvements,
resulting from the Renovation Work or Landlord’s actions in connection
therewith or for any inconvenience occasioned by such Renovation Work or
Landlord’s actions in connection therewith.  Notwithstanding any provision
of this Lease to the contrary, Landlord shall use commercially reasonable
efforts, consistent with the Institutional Owner Practices applied to
comparable tenants, to minimize any adverse impact on Tenant’s use of the
Premises and Tenant’s business operations in the Premises in connection with
any actions taken by Landlord under this Section 30.24, and shall perform
such work on weekends and/or after normal business hours on weekdays if and to
the extent that the performance of such work at other times would materially
interface with the conduct or operation of Tenant’s business from the Premises.


 


30.25                     No Partnership or Joint
Venture.  Nothing
contained in this Lease shall be deemed or construed to create the relationship
of principal and agent, or partnership, or joint venturer, or any other
relationship between Landlord and Tenant other than that of landlord and
tenant.


 


30.26                     Right to Lease.  Subject to the terms of Sections 1.6,
1.7, 1.8, 2.4, 19.2, and 19.3 and Article 28 of this Lease, Landlord
reserves the absolute right to lease space in the Project and to create such
other tenancies in the Project as Landlord, in its sole business judgment,
shall determine is in the best interests of the Project.  Landlord does
not represent and Tenant does not rely upon any specific type or number of
tenants occupying any space in the Project during the Term of this Lease.


 


30.27                     Project Name and Signage.  Subject to the provisions of this
Lease, Landlord shall have the right, at any time and from time to time, to
change the name of the South Tower, North Tower, Plaza Building and/or the
Project and to install, affix and maintain any and all signs on the exterior
and on the interior of the Building and/or the Project as Landlord may so
desire, in its sole and absolute discretion.


 


30.28                     Press Release.  Each of Landlord and Tenant agree to: (a) reasonably
and mutually agree on the content of any public announcement and/or press
release to be issued or released by either party (or any of their respective
Affiliates, contractors or agents) relating to or concerning the execution of this
Lease, the tenancy of Tenant within the Project or the grant of any rights to
Tenant hereunder (including, without limitation, concerning and/or relating to
signage rights and/or Tenant Project Identification Rights and (b) not to
issue or release (or permit the issuance or release of any such public
announcement or press release by any of such party’s contractors, agent and/or
Affiliates) without the prior written consent of the other party hereto (which
consent may be withheld in the exercise of the sole and absolute discretion of
such other party).


 


30.29                     Window Washing Equipment.  In the event that Landlord or Landlord’s
agents store and/or operate any window washing equipment along certain portions
of the ledges surrounding the floor(s) of the Building on which the
Premises are located, Landlord agrees that during all times that such equipment
is not in use, such equipment shall be concealed from view from any and all
employees, invitees and guests of Tenant from any portion of the


 


74

















 


Premises. 
Landlord further agrees that no window washing personnel shall enter the
Premises in order to access the exterior of the Building, except in the event
of any emergency.  Otherwise, Landlord agrees that the operation of such
window washing equipment shall be conducted in a manner (and during times)
consistent with the practices of Comparable Buildings.


 


30.30                     Generator.  Landlord shall provide Tenant with
approximately one hundred (100) rentable square feet of space (“Generator Space”) on the D-Level of the
Project for the purpose of installing and operating an auxiliary electrical
generator (the “Generator”). The
Generator Space shall be considered part of the Premises, except that: (i) Tenant
shall not be required to pay Rent for such Generator Space; (ii) such
space shall be used only for purposes relating to the Generator; (iii) no
services shall be provided to the Generator Space; and (iv) access to the
Generator Space shall be reasonably limited by Landlord. Within twelve (12)
years following the actual execution and delivery of this Lease, Tenant must
request in writing that Landlord deliver the Generator Space and Landlord shall
deliver such requested space to Tenant within sixty (60) days of such notice. If
Tenant fails to deliver such request within such twelve (12) year period,
Tenant’s rights under this Section 30.30 shall terminate and be of no
further force or effect. Landlord shall deliver the Generator Space “As-Is,”
with all faults and with no representations or warranties with respect to the
quality or suitability of such space for Tenant’s purposes. Tenant shall be
solely responsible for all costs and expenses and for the performance or any
work required to comply with applicable Laws as may be applicable to Tenant’s
installation of the Generator and the use of the Generator Space. Landlord
shall use commercially reasonable efforts to provide Tenant with reasonable
access to the Risers in the South Tower and/or the Plaza Building and other
parts of the Project and to Building Systems for the purpose of connections (“Utility Connections”) necessary to connect
the Generator with the portions of the Premises to be serviced by such
Generator. No such Utility Connections shall interfere with Landlord’s operation
of the Building Systems for the Project. The installation and removal of such
Utility Connections shall be performed by Tenant at Tenant’s sole cost and
expense in a good and workmanlike manner using quality materials and following
Landlord’s reasonable approval of the plans and specifications for such work.
At the end of the Lease Term, Tenant shall surrender the Generator Space to
Landlord with the Generator and the Utility Connections removed and all
affected areas of the South Tower, the Plaza Building and the Project restored
to the condition existing prior to the installation of the Generator. Tenant,
at its sole cost and expense, shall submeter the electricity, water and other
Utility Connections to the Generator and shall be solely responsible for all
such utility costs, and any and all taxes relating thereto.


 


30.31                     Telecommunications Equipment.  At any time during the Lease Term,
subject to the terms of this Section 30.31; Tenant may install, at Tenant’s
sole cost and expense, telecommunications equipment, including satellite dishes
and/or antennae (the “Telecommunications
Equipment”) in up to one hundred (100) square feet of space upon the
roof of the South Tower or on the South Tower mechanical floors, as selected by
Landlord. The physical appearance, specifications and the size of the
Telecommunications Equipment shall be subject to Landlord’s reasonable
approval, the location of any such installation of the Telecommunications
Equipment shall be designated by Landlord and Landlord may require Tenant to
install screening around such Telecommunications Equipment, at Tenant’s sole
cost and expense, as reasonably designated by Landlord. Tenant shall maintain
such Telecommunications Equipment, at Tenant’s sole cost and expense. In the
event Tenant elects to exercise its right to install the Telecommunication
Equipment, then Tenant shall give Landlord prior written notice thereof and
Landlord and Tenant shall execute a commercially reasonable amendment to this
Lease covering the payment for installation costs, if any, of the
Telecommunications Equipment, the installation and maintenance of such
Telecommunications Equipment, Tenant’s indemnification of Landlord with respect
thereto, Tenant’s obligation to remove such Telecommunications Equipment upon the
expiration or earlier termination of this Lease, and other related matters.


 


30.32                     Time Periods for Performance.  Whenever the Landlord or Tenant is
required to perform any obligation but a specific period of time for such
performance or date for payment is not set forth, then: (a) with respect
to payments, regardless of the use of words such as “promptly” or “on demand,”
payment shall be due within thirty (30) days of demand and (b) with
respect to performance subject to the concept of commercial reasonableness
requirements, performance shall be started as soon as reasonably possible and
shall be diligently prosecuted to completion.


 


75














 


IN
WITNESS WHEREOF, this Lease is hereby executed as of the Effective Date.


 


	
  LANDLORD:

  
	
   

  
	
  TPG PLAZA INVESTMENTS, LLC

  
	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
  By:

  	
  TPGA,

  LLC

  
	
   

  	
  a Delaware limited
  liability company, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TPG/CALSTRS, LLC

  
	
   

  	
   

  	
  a Delaware limited
  liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  THOMAS PROPERTIES GROUP,
  LLC

  
	
   

  	
   

  	
   

  	
  a Delaware limited
  liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James A. Thomas

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name:

  	
  James A. Thomas 

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President & CEO

  	
   

  



 


	
  TENANT:

  	
   

  
	
   

  	
   

  
	
  CITY NATIONAL BANK,

  	
   

  
	
  a national banking
  association

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Russell Goldsmith

  	
   

  
	
  Print Name: 

  	
  Russell Goldsmith 

  	
   

  
	
  Title:

  	
  Chairman of the
  Board & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frank P. Pekny

  	
   

  
	
  Print Name: 

  	
  Frank P. Pekny 

  	
   

  
	
  Title:

  	
  CFO

  	
   

  



 


76

















 


DEPICTION OF


THE PLAZA BUILDING SPACE


 


[GRAPHIC]


 


EXHIBIT “A”


 


DEPICTION OF THE PREMISES


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco Plaza South Tower –
  Floor S9

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco Plaza South Tower –
  Floor S10

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco Plaza South Tower –
  Floor S11

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco Plaza South Tower –
  Floor S12

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco Plaza South Tower –
  Floor S13

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
   

  	
  Arco Plaza South Tower –
  Floor S16

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
   

  	
  Arco Plaza South Tower –
  Floor S17

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco Plaza South Tower –
  Floor S18

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

  	
   

  	
  555 S. Flower St., Los
  Angeles, CA 90071

  	
   

  	
  All Rights Reserved /

  www.stevensonsystems.com

  



 














 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco
  Plaza South Tower – Floor S19

  	
   

  	
  ©
  1985-2003 Stevenson Systems, Inc.

  
	
   

  	
   

  	
  555
  S. Flower St., Los Angeles, CA 90071

  	
   

  	
  All
  Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco
  Plaza South Tower – Floor S20

  	
   

  	
  ©
  1985-2003 Stevenson Systems, Inc.

  
	
   

  	
   

  	
  555
  S. Flower St., Los Angeles, CA 90071

  	
   

  	
  All
  Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco
  Plaza South Tower – Floor S21

  	
   

  	
  ©
  1985-2003 Stevenson Systems, Inc.

  
	
   

  	
   

  	
  555
  S. Flower St., Los Angeles, CA 90071

  	
   

  	
  All
  Rights Reserved /

  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  Arco
  Plaza South Tower – Floor S22

  	
   

  	
  ©
  1985-2003 Stevenson Systems, Inc.

  
	
   

  	
   

  	
  555
  S. Flower St., Los Angeles, CA 90071

  	
   

  	
  All
  Rights Reserved /

  www.stevensonsystems.com

  



 

















 


EXHIBIT “A-1”


 


DEPICTION OF THE SOUTH
SIDE SPACE


 


[GRAPHIC]


 


City National Lease


 

















 


EXHIBIT “B”


 


NOTICE OF
LEASE TERM DATES


 


To:


 


Re:          Office Lease
dated November 19, 2003 between TPG PLAZA INVESTMENTS, LLC, a Delaware
limited liability company (“Landlord”),
and CITY NATIONAL BANK, a national banking association (“Tenant”) concerning Suite            on
floor
            of the
office buildings located at 525 and 555 S. Flower, Los Angeles, California.


 


Ladies
and Gentlemen:


 


In
accordance with the Office Lease (the “Lease”),
we wish to advise you and/or confirm as follows:


 


1.            
Commencement of Term:


 


(a)                                  The First Increment Office Space is
substantially completed, and, with respect to the First Increment Office Space,
the Term shall commence on or has commenced on                               for
a term of                                (          )
months ending on
                                               .


 


(b)                                 The Second Increment Office Space is
substantially completed, and, with respect to the Second Increment Office
Space, the Term shall commence on or has commenced on                                for
a term of                            (          )
months ending
on                                   .


 


(c)                                  The Plaza Building Space is substantially
completed, and, with respect to the Plaza Building Space, the Term shall
commence on or has commenced on                                for
a term of                                (          )
months ending on
                                      .


 


(d)                                 The Third Increment Office Space is
substantially completed, and, with respect to the Third Increment Office Space,
the Term shall commence on or has commenced on                                for
a term of                                (          )
months ending on
                                    .


 


(e)                                  The Fourth Increment Office Space is
substantially completed, and, with respect to the Fourth Increment Office
Space, the Term shall commence on or has commenced on                              
for a term of                             (          )
months ending on
                           .


 


2.                                       Rent Commencement:


 


(a)                                  With respect to the First Increment Office
Space, Rent commenced to accrue on                                ,
in the amount of  $                               .


 


(b)                                 With respect to the Second Increment Office
Space, Rent commenced to accrue on
                            ,
in the amount of $                               .


 

















 


(c)                                  With respect to the Plaza Building Space,
Rent commenced to accrue on
                      ,
in the amount of $                               .


 


(d)                                 With respect to the Third Increment Office
Space, Rent commenced to accrue on
                               ,
in the amount of $                               .


 


(e)                                  With respect to the Fourth Increment Office
Space, Rent commenced to accrue on
                        ,
in the amount of  $                               .


 


3.                                       If any Commencement Date is other than the
first day of the month, the first billing will contain a pro rata
adjustment.  Each billing thereafter, with the exception of the final
billing, shall be for the full amount of the monthly installment as provided
for in the Lease.


 


4.                                       Your rent checks should be made payable to
TPG Plaza Investments, LLC.


 


5.                                       Premises:


 


(a)                                  The exact number of stipulated rentable
square feet within the First Increment Office Space is                                
square feet.


 


(b)                                 The exact number of stipulated rentable
square feet within the Second Increment Office Space is                                
square feet.


 


(c)                                  The exact number of stipulated rentable
square feet within the Plaza Building Space is                                square
feet


 


(d)                                 The exact number of stipulated rentable
square feet within the Third Increment Office Space is                                square
feet


 

















 


(e)                                  The exact number of stipulated rentable
square feet within the Fourth Increment Office Space is
                    square
feet.


 


6.                                       Tenant’s Proportionate Share as adjusted
based upon the exact number of rentable square feet within the Premises is:


 


(a)                                  With respect to the First Increment Office
Space,                          %.


 


(b)                                 With respect to the Second Increment Office
Space,                          %.


 


(c)                                  With respect to the Plaza Building Space,
                         %.


 


(d)                                 With respect to the Third Increment Office
Space,                          %.


 


(e)                                  With respect to the Fourth Increment Office
Space,                          %.


 


LANDLORD:


 


TPG
PLAZA INVESTMENTS, LLC


a
Delaware limited liability company


 


	
  By:

  	
  TPGA,
  LLC

  
	
   

  	
  a
  Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  TPG/CALSTRS,
  LLC

  
	
   

  	
   

  	
  a
  Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  THOMAS
  PROPERTIES GROUP, LLC

  
	
   

  	
   

  	
   

  	
  a
  Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
   

  	
   

  



 


	
  Agreed
  to and Accepted as

  
	
  of
                                ,
  20         .

  
	
   

  
	
  TENANT:

  
	
   

  
	
  CITY
  NATIONAL BANK,

  
	
  a
  national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 

















 


EXHIBIT “C”


 


WORK LETTER


 














 


EXHIBIT “C”


 


525-555
SOUTH FLOWER STREET


 


WORK LETTER


 


PREAMBLE


 


This Work Letter (“Work Letter”)
sets forth the terms, covenants and conditions relating to the construction of
Tenant’s improvements in the Premises including for each of the First Increment
Office Space (the “First Increment Tenant
Improvements”), the Second Increment Office Space (the “Second Increment Tenant Improvements”),
the Third Increment Office Space (the “Third
Increment Tenant Improvements”), the Fourth Increment Office Space
(the “Fourth Increment Tenant Improvements”)
the Added Hold Space, if any, is added to the Premises (the “Hold Space Tenant Improvements”)
(collectively, the “South Tower Tenant
Improvements”), and the Plaza Building Space (the “Plaza Building Tenant Improvements”) (the
First Increment Tenant Improvements, the Second Increment Tenant Improvements,
the Third Increment Tenant Improvements, the Fourth Increment Tenant
Improvements, the Hold Space Tenant Improvements (if any) and the Plaza
Building Tenant Improvements, are each referred to herein as a “Tenant Improvements Increment,” and are
collectively referred to herein as the “Tenant
Improvements”), and to the extent that other portions of the Lease
specifically refer to specific Sections of this Work Letter, the same shall
apply. All references in this Work Letter to Articles or Sections of this “Lease”
or the “Lease” shall mean the relevant portions of the Office Lease to which
this Work Letter is attached as Exhibit “C.” and all references in
this Work Letter (or in the Lease) to Sections of this “Work Letter” shall mean
the relevant portions of all Sections of this Work Letter. Except as defined to
the contrary, all terms used in initial capitals in this Work Letter without
definition herein shall have the same definitions provided for those terms in
the Lease.


 


SECTION 1


 


DELIVERY OF
THE PREMISES AND PERFORMANCE OF THE BASE BUILDING WORK


 


1.l                                  South Tower Premises.


 


1.1.1                        Initial South Tower Premises. Subject to the provisions of this Work
Letter, with respect to each Increment of Space (and any Added Hold Space)
located in the South Tower, Landlord has constructed, or will cause to be
constructed, prior to the date on which Landlord shall actually tender delivery
of possession to Tenant (the “Delivery Date”)
of such Increment of Space (or Added Hold Space, as the case may be), at
Landlord’s sole cost and expense, and without deduction from the Tenant
Improvement Allowance (as that term is defined in Section 2.1, below), and
without charge to Tenant, the “South Tower Base Building Work” (as defined in
Schedule 1-B attached hereto).  With respect to each Increment of Space,
Landlord shall provide to Tenant a set of Background Plans (defined in this Section 1.1.1,
below) for the South Tower Base Building Work in such Increment of Space (or
floors therein) (each such set of Background Plans is referred to herein as a
set of “South Tower Increment Background
Plans”) on or before the date specified for delivery of Background
Plans for such Increment of Space (or the floors therein) in Part 1 of
Schedule 1-A attached hereto. For purposes of this Work Letter, “Background Plans” shall mean complete plans
and specifications in customary form for the portion of the Premises in
question in shell, unoccupied condition but with all “Base Building Work” (which shall refer to South Tower Base
Building Work for all increments of Space and Added Hold Space in the South
Tower and to Plaza Building Base Building Work (as defined in Schedule 1-D
attached hereto) the Plaza Building Space (specifically excluding the plans and
specifications for reconstruction of the restrooms on each Floor to be
constructed by Landlord), but without adjustment for any existing conditions
thereafter discovered by Landlord (or for any changes in such Base Building
Work (or such space) thereafter required by any governmental agency and/or
official) in performing the Base Building Work for such space. The South Tower
Base Building Work contains, or shall contain, the items and work set forth on
Schedule 1-B. Notwithstanding any provision to the contrary set forth in this
Work Letter (or in the Lease) (but subject to Sections 5.1.3 and 5.1.4) , with
the exception of (a) the “South Tower
ACM Abatement Work” (as defined in Section l(b)(i) of
Schedule 1-B, below) within such Increment of Space (or Added Hold Space) and (b) the
remainder of the Minimum Base Building Work (defined in Schedule 1-C attached
hereto) within such Increment of Space (or Added Hold Space), Landlord shall
not be required to complete construction of any item or portion of the South
Tower Base Building Work in (or with respect to) such Increment of Space (or
Added Hold Space) prior to the date which is sixty (60) days following the
Delivery Date for such Increment of Space (or Added Hold Space), but Landlord
nevertheless shall be required to substantially complete all such South Tower
Base Building Work within each such Increment of Space (not including any Punch
List Items (as defined in Section 5.3, below) or any window coverings
described in Section l(c)(xvi) of Schedule 1-B) within sixty (60) days
following the Delivery Date for such Increment of Space; provided, however,
that notwithstanding any provision of the Lease or this Work Letter to the
contrary, (i) with respect to each of the Second Increment Office Space,
Third Increment Office Space, and Fourth Increment Office Space (and the Added
Hold Space, if any) and with respect to all floors within the First Increment
Office Space except for the sixteenth (16th) floor, Tenant shall have the option
(the “Special Restroom Allowance Option”),
exercisable by delivery of written notice to Landlord at any time prior to December 15,
2003, (June 15, 2004, in the case of the Third Increment Office Space and
the Fourth Increment Office Space), to elect to receive a special tenant
improvement allowance (the “Special Restroom
Allowance”) to be disbursed as part of the Tenant Improvement
Allowance for such Increment of Space equal to * ) per floor included in the
applicable Increment of Space (i.e.,  if Tenant were to elect to receive the
special Restroom Allowance for the entire Second Increment Office Space, the
Special Restroom Allowance shall equal $ * or such floors) in lieu of having
Landlord perform any work under Section l(c)(xii) (and any work under Sections
l(c)(ii), (iii), (iv), (v), (viii) or (ix) specifically applicable to
the restroom space on any such floor) of Schedule 1-B attached hereto or any
work under Section 2  of


 


1

















 


Schedule
1-B attached hereto to the extent specifically applicable to the restrooms
located on such floors (collectively, as to each such Floor, “Restrooms Renovation,”), (ii) in any
case where Tenant shall elect to exercise the Special Restroom Allowance Option
(which shall only be exercisable on a full floor by full floor basis) as to any
floors in a particular Increment of Space, Tenant alone shall be obligated to
perform the Restrooms Renovation with respect to such floors (for which Tenant
has elected the Special Restroom Allowance Option), and Landlord shall have no
obligation to perform any of the Restrooms Renovation with respect to such
floors (for which Tenant has elected the Special Restroom Allowance Option), (iii) in
the event Tenant shall not exercise the Special Restroom Allowance Option with
respect to any floor contained in the First Increment Office Space (other than
Floor 16), the Second Increment Office Space, the Third Increment Office Space
or the Fourth Increment Office Space on or before December 15, 2003, (or June 15,
2004, as applicable), the Special Restroom Allowance Option shall automatically
lapse as to such floor or floors, and Landlord shall perform such Restrooms
Renovation with respect to such floors, and (iv) in all cases for each
Base Building Work Punch List Item, Landlord shall be given a commercially
reasonable period of time to perform each such Base Building Work Punch List
Item. The condition in which Landlord is required to deliver a particular
Increment of Space (or Added Hold Space) under this Section 1 (and
Schedule 1-C) on the Delivery Date for such Increment of Space (taking into
account the provisions of Schedule 1-C) is referred to herein as the “Delivery Condition” of such Increment of
Space (or Added Hold Space, if any).  Tenant acknowledges and agrees that,
subject to Landlord’s obligation to complete the ACM Abatement Work and the
Minimum Base Building Work in (or with respect to) any Increment of Space (or
Added Hold Space) (and to otherwise put the Increment of Space in question in
Delivery Condition), before tendering delivery of possession of such Increment
of Space (or Added Hold Space) to Tenant, following the Delivery Date for such
Increment of Space (or Added Hold Space), Landlord, and/or Landlord’s
contractors, agents and employees shall be permitted to have reasonable access
to such Increment of Space (or Added Hold Space) for the purpose of prosecuting
and completing any remaining Landlord’s South Tower Base Building Work for such
Increment of Space (or Added Hold Space) at all times following the Delivery
Date for such Increment of Space (or Added Hold Space).


 


1.1.2                     Expansion Space.  Subject to the provisions of this Work Letter, with respect to
any Expansion Space leased by Tenant pursuant to Section 1.7 of the Lease,
(i) Landlord has constructed, or will cause to be constructed, prior to
the Delivery Date for such Expansion Space, at Landlord’s sole cost and
expense, and without charge to Tenant, the South Tower Base Building Work for
such Expansion Space and (ii) on or before the date that is sixty (60)
days before the then scheduled Delivery Date for any such Expansion Space
leased by Tenant, Landlord shall provide to Tenant a set of Background Plans
for the South Tower Base Building Work in such Expansion Space (each such set
of Background Plans is referred to herein as “Expansion
Space Increment Background Plans”). The South Tower Base Building
Work contains, or shall contain, the items and work set forth on Schedule 1-B;
provided, however, that notwithstanding any provision to the contrary set forth
in this Work Letter (or in the Lease), with the exception of, (a) the
South Tower ACM Abatement Work within or pertaining to any such Expansion
Space, and (b) the Minimum Base Building Work within or pertaining to any
such Expansion Space, Landlord shall not be required to complete construction
of any item or portion of the South Tower Base Building Work for any Expansion
Space prior to the Expansion Space Commencement Date for such Expansion Space,
but Landlord nevertheless shall be required to substantially complete all such
South Tower Base Building Work within each such Expansion Space (not including
any Punch List Items (as defined in Section 5.3, below) or any window
coverings described in Section l(c)(xvi) of Schedule 1-B) within sixty
(60) days following the Delivery Date for such Expansion Space.  Tenant
acknowledges and agrees that, subject to Landlord’s obligation to complete the
ACM Abatement Work and the Minimum Base Building Work in (or with respect to)
any such Expansion Space before tendering delivery possession of such Expansion
Space to Tenant, following the Delivery Date for any such Expansion Space,
Landlord, and/or Landlord’s contractors, agents and employees shall be
permitted to have reasonable access to such Expansion Space for the purpose of
prosecuting and completing any remaining Base Building Work for such Expansion
Space.


 


1.2                               Plaza
Building Space.  Subject to the provisions of this Work Letter,
with respect to the Plaza Building Space, (i) Landlord has constructed, or
will cause to be constructed, prior to the Delivery Date for the Plaza Building
Space, at Landlord’s sole cost and expense, without deduction from the Tenant Improvement Allowance for the Plaza Building
Space and without charge to Tenant, the “Plaza Building Base Building Work” (as
defined in Schedule 1-D, attached hereto) and (ii) on or before May 15,
2004, Landlord shall provide to Tenant a set of complete Background Plans for
the Plaza Building Base Building Work to be performed within the Plaza Building
Space (the “Plaza Building Space Background
Plans”). The Plaza Building Base Building Work contains, or shall
contain, the items and work set forth on Schedule 1-D; provided, however, that
notwithstanding any provision to the contrary set forth in this Work Letter (or
in the Lease), with the exception of, (a) the “Plaza Building ACM
Abatement Work” (as defined in Section l(b)(i) of Schedule 1-D,
below) within the Plaza Building Space and (b) the Minimum Base Building
Work within the Plaza Building Space, Landlord shall not be required to
complete construction of any item or portion of the Plaza Building Base
Building Work in (or with respect to) the Plaza Building Space prior to the
Plaza Building Commencement Date, but Landlord nevertheless shall be required
to substantially complete all such Plaza Building Base Building Work within the
Plaza Building Space (not including any Punch List Items (as defined in Section 5.3,
below), any Plaza Building Base Building Work located outside the Plaza
Building Space, or any window coverings described in Section l(c)(xvii) of
Schedule 1-D) sixty (60) days following the Delivery Date for the Plaza
Building Space.  Tenant acknowledges and agrees that, subject to Landlord’s
obligation to complete the Plaza Building ACM Abatement Work and the Minimum
Base Building Work before tendering delivery of the Plaza Building Space to
Tenant on the Delivery Date therefor, following the Delivery Date for the Plaza
Building Space, Landlord, and/or Landlord’s contractors, agents and employees
shall be permitted to have reasonable access to the Plaza Building Space for
the purpose of prosecuting and completing any remaining Landlord’s Plaza
Building Base Building Work.


 


1.3                               Substitutions For Base
Building Work. 
Subject to the provisions of Section 3.7 of this Work Letter, Tenant may,
on delivery of ten (10) business days’ advance written notice (a “Base Building Substitution Notice”) to
Landlord, elect to have Landlord, to the extent permitted by applicable Laws,
with respect to any of the


 


2

















 


Base
Building Substitution Items (defined in this Section 1.3, below),
construct or install, as a substitute for any such Base Building Substitution
Item, an item or component of equal or greater quality (each such substituted
item or component is referred to herein as a “Tenant
Substituted Base Building Item”), and if Tenant so elects to
substitute a Tenant Substituted Base Building Item for a Base Building
Substitution Item, Tenant shall pay to Landlord an amount equal to all costs
and expenses actually incurred by Landlord for, and/or in connection with, the
design, permitting, construction, substitution and/or installation of each such
Tenant Substituted Base Building Item (on an installed basis), as reasonably
estimated by Landlord (less the full cost which would have otherwise been
incurred by Landlord with respect to the construction and installation of the
Base Building Substitution Item for which Tenant substituted the Tenant Substituted
Base Building Item). Within ten (10) business days of receipt of Tenant’s
written request to do so, Landlord shall consult with Landlord’s consultants
and agents (and/or contractors) and cause to be delivered to Tenant a good
faith (but nonbinding) estimate of the cost of designing, engineering and
installing any particular Tenant Substituted Base Building Item. For purposes
of this Work Letter, the “Base Building
Substitution Items” shall, as to each Increment of Space, (i) only
mean any portion (or item or component) of the Base Building Work for such
Increment of Space which has not been ordered, installed, performed and/or
constructed by Landlord (or by any of Landlord’s contractors or
subcontractors), in whole or in part, as of the date the Base Building
Substitution Notice with respect to such Base Building Substitution Item is
actually received by Landlord, and (ii) shall not include any of the
items, components or other work described on Schedule 1-E attached hereto (the “No Substitution Items”). Notwithstanding
any provision of this Work Letter or the Lease to the contrary, Tenant
acknowledges and agrees that any delays in the design, permitting, commencement
and/or completion of any portion of the Base Building Work and/or in the
commencement, prosecution and/or completion of the design, permitting and/or
construction of any portion of the Tenant Improvements hereunder resulting in
any manner from any Tenant request to substitute any Tenant Substituted Base
Building Item for any Base Building Substitution Item shall be the sole
responsibility of Tenant hereunder (and at the sole cost of Tenant), shall (if
any such Tenant requested substitution for any Base Building Substitution Item
shall result in any delay in the design, permitting, commencement and and/or
completion of any Base Building Work) constitute a “Tenant Delay” under Section 5.5
below, and shall in no event be the basis of any claim of Commencement Date
Delay hereunder by Tenant.


 


SECTION 2


 


TENANT
IMPROVEMENTS


 


2.1                               Tenant Improvement Allowance.   Tenant shall be entitled to a
tenant improvement allowance with respect to each Increment of Space as
follows:


 


2.1.1                     in an amount equal to * per square foot of Rentable Area stipulated in
the Lease to be attributable to the First Increment Office Space (the “First Increment Tenant Improvement Allowance”);


 


2.1.2                     in an amount equal to * per square foot of Rentable Area stipulated in
the Lease to be attributable to the Second Increment Office Space (the “Second Increment Tenant Improvement Allowance”);


 


2.1.3                     in an amount equal to * per square foot of Rentable Area stipulated in
the Lease to be attributable to the Plaza Building Space (the “Plaza Building Tenant Improvement Allowance”);


 


2.1.4                     in an amount equal to * ) per square foot of Rentable Area stipulated
in the Lease to be attributable to the Third Increment Office Space (the “Third Increment Tenant Improvement Allowance”);


 


2.1.5                     in an amount equal to * per square foot of Rentable Area stipulated in
the Lease to be attributable to the Fourth Increment Office Space (the “Fourth Increment Tenant Improvement Allowance”);
provided, however that in the event that Tenant shall delete any portion of the
Initial Reduction Space from the Fourth Increment Office Space pursuant to Section 1.6.1
of the Lease, the Fourth Increment Tenant Improvement Allowance shall be
reduced by an amount equal to the product of Forty Dollars ($40.00) and the
number of square feet of Rentable Area contained in the Initial Reduction Space
so deleted from the Premises by Tenant pursuant to Section 1.6.1.


 


Each of the First Increment Tenant Improvement
Allowance, the Plaza Building Tenant Improvement Allowance, the Second
Increment Tenant Improvement Allowance, the Third Increment Tenant Improvement
Allowance and the Fourth Increment Tenant Improvement Allowance may be referred
to, individually, hereinafter as an “Increment
Tenant Improvement Allowance,” and collectively (and in the
aggregate) hereinafter as the “Tenant
Improvement Allowance.”


 


Subject to Tenant’s right to receive the Tenant
Improvement Allowance, and subject to the Lease and the provisions of this Work
Letter, (a) with respect to each Increment of Space, Tenant shall bear all
of the costs of designing, constructing, installing, fixturing, furnishing and
completing the Tenant Improvements Increment (and all Tenant Improvements) for
such Increment of Space in accordance with the provisions of this Work Letter,
and (b) except for the South Tower Base Building Work and the Plaza
Building Base Building Work, and except as otherwise set forth in this Work
Letter or in the Lease, Landlord shall not be obligated to make any payments or
disbursements pursuant to or related to this Work Letter in a total amount
which exceeds the amount of the Increment Tenant Improvement Allowance (nor
shall Landlord be obligated to make such payments or disbursements pursuant to
this Work Letter) for such Increment of Space.


 


3

















 


2.2                               Use of the Tenant
Improvement Allowance.    Except
as otherwise set forth in this Work Letter (including in Section 2.4,
below), the Increment Tenant Improvement Allowance for each Increment of Space
shall be disbursed by Landlord (which disbursement shall be made pursuant to
Landlord’s disbursement process set forth in Section 2.3, below) only for
the following items and costs (collectively the “Tenant Improvement Allowance Items” or “Tenant Improvement Allowance Costs”)
requested and approved in writing by Tenant for disbursement:


 


2.2.1                     Payment of the fees of (i) the “Architect” and the “Engineers” (as
those terms are defined in Section 3.1 of this Work Letter), and (ii) any
consultants engaged by Tenant in connection with Tenant’s design, permitting,
installation and/or construction of the Tenant Improvements for such Increment
of Space;


 


2.2.2                     The payment of plan check, permit and license fees relating to
construction of the Tenant Improvements in such Increment of Space;


 


2.2.3                     The cost of constructing the Tenant Improvements in such Increment of
Space, including costs for carpet and floor coverings;


 


2.2.4                     The cost of any Base Building Changes (defined in Section 3.7,
below) to the South Tower and/or the Plaza Building and/or the Project (to the
extent that, pursuant to this Work Letter, such costs are not required to be
paid for and absorbed by Landlord without deduction from the Tenant Improvement
Allowance), with such cost to include all architectural and/or engineering fees
and expenses incurred in connection therewith (where the cost of such changes is
to be borne by Tenant pursuant to the provisions of this Work Letter);


 


2.2.5                     The cost of any changes to the Construction Drawings (defined in Section 3.1.1,
below) or any portion of the Tenant Improvements for such Increment of Space
required by applicable Laws;


 


2.2.6                     Sales and use taxes and Title 24 fees in connection with the
construction of the Tenant Improvements for such Increment of Space;


 


2.2.7                     The cost of furniture, fixtures, freestanding work stations, reception
desks, telecommunications and other equipment and related wiring, audiovisual
equipment, and security systems for such Increment of Space with respect to
which Tenant seeks reimbursement hereunder.


 


All disbursements of the Tenant Improvement
Allowance shall be made by Landlord only following request by Tenant for
disbursement of the same under Section 2.3.  In addition to the
foregoing, Tenant shall reimburse Landlord’s direct, actual, out-of-pocket
costs incurred in good faith by Landlord and paid by Landlord to a third-party
in connection with Landlord’s review and approval of the Construction Drawings
in accordance with Institutional Owner Practices.  By written notice to
Landlord, Tenant may also elect to have such costs deducted from the Tenant
Improvement Allowance.


 


2.3                               Disbursement of Tenant
Improvement Allowance.   Prior to, during and following the design, permitting, and/or
construction of the Tenant Improvements for each Increment of Space, as the
case may be, and with respect to the payment of any other items contemplated by
Section 2.2 above, Landlord shall make monthly disbursements of the Tenant
Improvement Allowance with respect to such Increment of Space for Tenant
Improvement Allowance Items as follows:


 


2.3.1                     Monthly Disbursements.


 


(a)                                  Request for Payment.   With respect to each
Increment of Space, on or before the twenty-fifth (25th) day (the “Submittal Date”) of each calendar month
commencing with the first calendar month following the full execution and
delivery of this Lease), Tenant shall deliver to Landlord a request for payment
(“Request for Payment”): (i) summarizing
and enclosing invoices from all of Tenant’s agents, contractors, materialmen,
laborers and suppliers which are retained by Tenant (collectively, “Tenant’s Agents”), for Tenant Improvement
Allowance Items and/or labor rendered and materials delivered to (or with
respect to) the applicable Increment of Space (and covered by the Request for
Payment) for the applicable payment period, and, (ii) in addition to the
requirements of clause (i) above, Tenant shall deliver to Landlord
executed conditional mechanic’s lien releases from all subcontractors and
Tenant’s Agents (who have potential mechanic’s lien rights under applicable
Law), as applicable, which shall comply with the provisions of California Civil
Code Section 3262(d)(1) or Section 3262(d)(3), as applicable,
for all work requested to be paid for from the Tenant Improvement Allowance for
the applicable Increment of Space under such Request for Payment. Landlord’s
receipt from Tenant of a Request for Payment signed by Tenant shall be deemed
to constitute Tenant’s authorization for Landlord to disburse the amounts
requested to Tenant as set forth in the Request for Payment and to deduct such
amounts from the applicable Increment Tenant Improvement Allowance. Landlord’s
receipt from tenant of a Request for Payment (or of invoices from Tenant’s
Agents) shall be deemed Tenant’s acceptance and approval of the work furnished
and/or the materials supplied to the Premises as set forth in Tenant’s Request
for Payment vis-à-vis Landlord (but not vis-à-vis Tenant’s Agents).


 


(b)                                  Payment.   On or before the date which
is twenty-three (23) days after the date on which Landlord receives a Request
for Payment from Tenant (the “Payment Date”),
and on the condition that Landlord shall receive the applicable information
and/or materials described in subparagraphs (i) and (ii) of Section 2.3.1(a),
above, and for all work requested to be paid for from the applicable Increment
Tenant Improvement Allowance for the Increment of Space in question under such
Request for Payment, and unconditional lien releases, if applicable, for all
work paid for from such Increment Tenant Improvement Allowance on the previous
Payment Date (and to the extent not previously received for any work in the
Project paid for from any


 


4

















 


portion
of the Tenant Improvement Allowance), Landlord shall deliver a check to
Contractor or to Tenant, as directed by Tenant, in payment of the lesser of: (A) the
amounts so requested in the Request for Payment, as set forth in Section 2.3.1(a),
above, and (B) subject to the provisions of Section 2.3.2, below, the
balance of any remaining available portion of the applicable Tenant Improvement
Allowance for the Increment of Space in question, less (subject to the
provisions of this Section 2.3.1.2) a ten percent (10%) retention (the
aggregate amount of such retentions for each Increment of Space to be known as
the “Final Retention” for such
Increment of Space). The foregoing ten percent (10%) retention on disbursements
shall be calculated so as to not be duplicative of any retention separately
imposed by Tenant with respect to any payment to a Contractor.


 


2.3.2                     Final Retention.   Tenant shall submit for Landlord’s records,
copies of all requests for payments received by Tenant from the Contractor and
Tenant’s Agents, through the Contractor’s final application for payment.
Subject to the provisions of this Work Letter, checks for the Final Retention
for each Increment of Space payable to Tenant for construction of a particular
Tenant Improvements Increment shall be delivered by Landlord to Tenant within
forth-five (45) days of the date following Substantial Completion (defined in Section 5.3,
below) of such Tenant Improvements Increment on which Contractor or Tenant
shall have delivered to Landlord properly executed copies of all unconditional
mechanics lien releases (which unconditional mechanics lien releases shall
comply with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or
Section 3262(d)(4) (as applicable)) from all Subcontractors and
Tenant’s Agents (who have potential mechanics’ lien rights under applicable
Laws) and a copy of a final invoice from the Contractor requesting payment of
the amount of the Final Retention in question.


 


2.3.3                     Rental Offset Right.   In the event that Landlord fails to fulfill
its obligation to disburse an Increment Tenant Improvement Allowance in
accordance with the provisions of this Section 2.3, and such failure
continues for ten (10) days after written notice of such failure is
delivered by Landlord to Tenant, Tenant shall have the right, in addition to
any other rights or remedies available to Tenant under the Lease, or at Law or
in equity, to offset against Tenant’s obligations to pay Rent next coming due
under the Lease, the amount of the Increment Tenant Improvement Allowance that
Landlord so fails to disburse to Tenant (“Nondisbursed
Amount”), together with interest at the Interest Rate computed from
the date such amount should have been disbursed by Landlord to Tenant under
this Section 2.3 until the earlier of: (i) the date of the offset or (ii) the
date Landlord pays such amount to Tenant.


 


2.4                               Rent Credit.   If and to the extent the
entire amount of any Increment Tenant Improvement Allowance has not been
disbursed by Landlord to Tenant pursuant to Section 2.3 (or offset against
Rent under Section 2.3.3), on or before the date that is sixty (60) days
after Substantial Completion of the Tenant Improvements Increment for a
particular Increment of Space, Tenant shall have the right to elect, in its
sole discretion, exercisable by written notice given to Landlord, to apply the
then remaining balance of the applicable Increment Tenant Improvement Allowance
against Tenant’s obligations to pay Base Rent and Additional Rent next becoming
due and payable under the provisions of the Lease.


 


2.5                               Standard Tenant Improvement
Package.   Landlord
has established certain mandatory specifications (the “Specifications”) for Building standard
components to be used in the construction of the Tenant Improvements (and/or
other Alterations or Improvements) in the Premises, which Specifications are
set forth on Schedule 2 attached hereto. The Tenant Improvements (and all
Alterations and other Improvements) shall comply with such Specifications;
provided, however, that: (a) except as is specifically described on
Schedule 2, attached hereto (and subject to clause (b) below), Tenant may,
at Tenant’s option, substitute for any item or component required under the
Specifications, an item or component of substantially equal or greater quality
and (b) Tenant shall have no right to (and shall not) install any locks
within the Premises that are not compatible with (and do not work with)
Landlord’s master key system for the Project; provided, further, however, that
Tenant may: (i) cause such locks to be operated by any other mechanism or
system (including key card systems) in addition to by keys that are compatible
with Landlord’s master key system for the Project and (ii) install locks
of any kind on any of Tenant’s Secured Areas without regard to the
compatibility (or incompatibility) of such locks with Landlord’s master key
system for the Project. In the event that, at any time during the Term, Tenant
leases or otherwise occupies any partial floor in the South Tower or in the
Plaza Building, and in connection with such lease or occupancy of such partial
floor, Tenant desires to construct or perform modifications to the improvements
contained within the Common Areas (the “Partial
Floor Common Areas”) on such partial floor (including, but not
limited to, the restrooms on such partial floor), (i) any such
modifications shall require Landlord’s prior written approval under Section 3.7,
below, and (ii) notwithstanding any provision of Section 3.7 to the
contrary: (A) if Tenant is not leasing more than fifty percent (50%) of
the Rentable Area on such floor, or if any other tenant’s tenancy on such floor
predates Tenant’s tenancy on such floor and such other tenant’s lease restricts
or otherwise prohibits modifications to such Common Areas (such that Tenant’s
proposed modifications would violate such other tenant’s lease), Landlord may
withhold such approval in the exercise of its sole and absolute discretion, and
(B) in any event, such modifications shall be of a quality and quantity at
least equal to Landlord’s Specifications then in effect.


 


2.6         
Expansion Space.   If
and to the extent that any allowance for construction of Expansion Space
Improvements is provided for any Expansion Space leased by Tenant (any such
allowance is referred to herein as an “Expansion
Space Improvement Allowance”), such Expansion Improvement Allowance
shall be: (i) used only for Tenant Improvement Allowance Items and (ii) shall
be disbursed to Tenant by Landlord only in accordance with the provisions of Section 2.3
of this Work Letter.


 


5














 


SECTION 3


 


CONSTRUCTION
DRAWINGS


 


3.1                               Selection of
Architect/Construction Drawings.


 


3.1.1                     Initial Premises.   Tenant shall retain an
architect or space planner approved by Landlord (the “Architect”), which approval shall not be unreasonably
withheld, conditioned or delayed (and Landlord hereby approves the use by
Tenant of each of * , with respect to the entire Premises (or for any Increment
of Space therein (or any Added Hold Space or Expansion Space leased by Tenant))
and * with respect to the Plaza Building Space only), to prepare the
Construction Drawings for each Increment of Space (and any Added Hold Space or
other space leased by Tenant). Tenant shall select and retain engineering
consultants approved by Landlord (the “Engineers”),
which approval shall not be unreasonably withheld, conditioned or delayed, to
prepare all plans and engineered working drawings relating to the structural,
mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work for each
Increment of Space (or other space) to be located within the Premises, to the
extent such work is not part of the South Tower Base Building Work or the Plaza
Building Base Building Work; provided, however, that notwithstanding any
provision of this Work Letter to the contrary, (a) in connection with the
preparation of that portion of any such Construction Drawings relating to the
mechanical, electrical, and plumbing systems (“MEP
Systems”), Tenant shall select * * , as the MEP Systems Engineer; (b) in
connection with the preparation of that portion of the Construction Drawings
(including any Expansion Space Construction Drawings) relating to structural
items, Tenant shall select one of * as the Structural Engineer; and (c) with
respect to design and engineering of all portions of the Tenant Improvements
(including, without limitation, Expansion Space Improvements) relating to
life/safety systems, Tenant shall cause its life/safety improvements to be
compatible with, and fully programmable in connection with, the Base Building
life/safety system, (which is a Pyrotronics XLR-63). The plans, drawings and
specifications to be prepared by the Architect and the Engineers hereunder for
the Tenant Improvements for the First Increment Office Space (the “First Increment Construction Drawings”),
the Plaza Building Space (the “Plaza Building
Construction Drawings”), the Second Increment Office Space (the “Second Increment Construction Drawings”),
the Third Increment Office Space (the “Third
Increment Construction Drawings”), the Fourth Increment Office Space
(the “Fourth Increment Construction Drawings”),and
the Added Hold Space, if any (the “Hold Space
Construction Drawings”), (each, a set of “Increment Construction Drawings”), and collectively, the “Construction Drawings”. All construction
Drawings shall be in a drawing format reasonably acceptable to Landlord and
subject to the provisions of Section 3.4.1, all Construction Drawings and
each component thereof may be submitted at one or more times and at one or more
parts as to each such Increment.  Landlord’s review of the Construction
Drawings for each Increment of Space as set forth in this Section 3 shall
be for its sole purpose, and shall not imply Landlord’s review of the same, or
obligate Landlord to review the same, for quality, design, code compliance or
other like matters. Accordingly, notwithstanding the fact that any Construction
Drawings are reviewed by Landlord or its architect, engineers or any other
Landlord consultants, and notwithstanding any advice or assistance which may be
rendered to Tenant by Landlord or Landlord’s architect, engineers, or other
consultants, Landlord shall have no liability whatsoever in connection
therewith, shall not be responsible for any omissions or errors contained in
the Construction Drawings, and Tenant’s waiver and indemnity set forth in Section 11.1
of the Lease shall specifically apply to any such matter relating to the
Construction Drawings. Furthermore, Tenant and Architect shall verify, in the
field, the dimensions and conditions as shown on the relevant portions of the
Background Plans for the South Tower Base Building Work and the Plaza Building
Base Building Work, as applicable, for each Increment of Space, and Tenant and
Architect shall be solely responsible for the same (and Landlord shall have no
responsibility in connection therewith) to the extent such verification can be
made by an architect’s visual inspection of the Premises (without invasive
testing or penetration of columns or any of the core walls of the applicable
portion of the Premises); provided, however, that if and to the extent the
actual conditions behind any column or Building core wall within the Premises
(which are not observable or discoverable by Tenant’s Architect without
penetrating and providing for invasive testing behind any such Building column
or core wall) are inconsistent with the conditions for such area (behind any
such column or core wall) as indicated by the Background Plans for such portion
of the Premises, Landlord shall promptly reimburse Tenant for any additional
direct, out of pocket costs payable by Tenant to independent third party
suppliers and/or consultants incurred in good faith by Tenant in connection
with the design and/or engineering, permitting and/or construction of the
Tenant Improvements for the Increment of Space in question on account of such
inconsistency between such actual conditions and the conditions indicated by
the Background Plans in question (which additional direct costs would not have
been incurred by Tenant had the Background Plans in question not been so
materially inconsistent).


 


3.1.2                     Expansion Space.   In the event that Tenant
leases any Expansion Space, the Architect shall prepare the Expansion Space
Construction Drawings (defined in this Section 3.1.2, below) and the
Engineers shall prepare all plans and engineering working drawings relating to
the structural, mechanical, electrical, plumbing, HVAC, lifesafety, and
sprinkler work in the Expansion Space, as applicable, to the extent such work
is not part of the South Tower Base Building Work and/or the Plaza Building
Base Building Work for such Expansion Space. The plans and drawings to be
prepared by the Architect and the Engineers hereunder for the Expansion Space
Improvements to be constructed or installed in any such Expansion Space shall be
referred to herein as the “Expansion Space
Construction Drawings.” All Expansion Space Construction Drawings
shall be in a drawing format reasonably acceptable to Landlord. Landlord’s
review of any Expansion Space Construction Drawings as set forth in this Section 3
shall be for its sole purpose and shall not imply Landlord’s review of the
same, or obligate Landlord to review the same, for quality, design, code
compliance or other like matters. Accordingly, notwithstanding the fact that
any Expansion Space Construction Drawings are reviewed by Landlord or its
architect, engineers or any other Landlord consultants, and notwithstanding any
advice or assistance which may be rendered to Tenant by Landlord or Landlord’s
architect, engineers, or other consultants, Landlord shall have no liability
whatsoever in connection therewith, shall not be responsible for any omissions
or errors contained in any Expansion Space Construction Drawings, and Tenant’s
waiver and indemnity set forth in Section 11.1 of the Lease shall


 


6

















 


specifically
apply to any such matter relating to the Expansion Space Construction
Drawings.  Furthermore, Tenant and Architect shall verify, in the field,
the dimensions and conditions as shown on the relevant portions of the South
Tower Base Building drawings and the Plaza Building Base Building drawings, and
Tenant and Architect shall be solely responsible for the same, and Landlord
shall have no responsibility in connection therewith to the extent such
verification can be made without testing or penetrating columns or the Building
core walls components of the applicable Building.


 


3.1.3                     Consents.   Each
time Landlord is granted the right under this Work Letter to review, consent or
approve the Construction Drawings, or any Expansion Space Construction
Drawings, or any part or component thereof, or any Tenant Change (defined in Section 3.6,
below) thereto (each such approval is referred to herein as a “Consent”), such Consent shall, except as
specifically specified otherwise in this Work Letter, not be withheld by
Landlord unless (and only to the extent) a Design Problem (defined in this Section 3.13,
below) exists.  For purposes of this Work Letter (and the Lease), a “Design Problem” shall be deemed to exist
if any portion of any Tenant Improvements (or any Expansion Space Improvements)
(or other improvements by Tenants, as specified by this Work Letter): (i) affects
the exterior appearance of the Project or of any Building in the Project
(except with respect to signage and antennae which shall be subject to separate
criteria under the Lease), (ii) affects the exterior appearance of any of
the Common Areas or any views from any of the Common Areas (but not including
views from (A) the Common Areas through the exterior windows or doors of
the Plaza Building Space of improvements which are consistent with the
improvements provided in prominent ground floor retail or other tenancies (with
comparable windows and glass doors) in first class Comparable Buildings in the
downtown Los Angeles Central Business District or (B) the interior of
South Tower elevator cabs, or the views from Common Area corridors on
multi-tenant South Tower floors into the Premises), (iii) materially and
adversely affects the Building Systems or the Building Structure, (iv) requires
Landlord to provide additional services (above and beyond those normally
provided) to the Premises or to any other portion of the Project, or otherwise
creates special maintenance problems at the Project (but, in each case, only to
the extent Tenant is unwilling to agree (in a written agreement reasonably
satisfactory to Landlord) to pay all incremental Actual Costs incurred by
Landlord as a result thereof), (v) only in the context of Base Building
Changes (defined in Section 3.7, below) outside of the Premises, could
result in a higher frequency of (or more severe) injuries to persons and/or
damage to property, (vi) fails to comply with any Laws, (vii) unreasonably
interferes with the normal or customary business office operations of any other
business office tenant or occupant of the South Tower or North Tower or with
the normal or customary operations of any other tenant or occupant of the Plaza
Building, (vii) reduces or affects the size or function of the Premises
(or any Project installation (such as antennas or generators)) of any other
tenant in the Project; (viii) adversely affects the function of any Common
Area, or (ix) results in the increase in insurance costs of Landlord
and/or other tenants (but, in each case, only to the extent Tenant is unwilling
to agree (in a written agreement reasonably satisfactory to Landlord) to pay
all incremental costs incurred by Landlord or such other tenants as a result
thereof).


 


3.2                               Preliminary Space Plans.


 


3.2.1                     Increment Preliminary Space Plans.   Tenant and the Architect
shall prepare a preliminary space plan for each Increment of Space (and any
Added Hold Space) (each an “Increment
Preliminary Space Plan”) and shall deliver each such Increment
Preliminary Space Plan to Landlord for Landlord’s approval.  Each
Increment Preliminary Space Plan shall show the contemplated layout of all
Tenant Improvements in the applicable Increment of Space, or Added Hold Space,
as the case may be (including, but not limited to, the approximate,
contemplated locations of internal and external offices within the applicable
Increment of Space (or Added Hold Space), paths of travel within the applicable
Increment of Space (or Added Hold Space), and modes of ingress and egress to
and from the applicable Increment of Space (or Added Hold Space)).


 


3.2.2                     Expansion Space Preliminary Space Plan.   Tenant and the Architect shall
prepare a preliminary space plan for each increment of Expansion Space leased
by Tenant (each an “Expansion Space Preliminary
Space Plan”), and shall deliver each such Expansion Space
Preliminary Space Plan to Landlord for Landlord’s approval.  Each such
Expansion Space Preliminary Space Plan shall show the contemplated layout of
all Expansion Space Improvements in the applicable Expansion Space (including,
but not limited to, the approximate, contemplated locations of internal and
external offices within such space, paths of travel within such space, and
modes of ingress and egress to and from such space).


 


3.2.3                     Landlord Approval of Preliminary Space Plans.   Landlord shall, within five (5) business
days after Landlord’s receipt of each Preliminary Space Plan (defined in this Section 3.2.3,
below): (i) approve such Preliminary Space Plan, (ii) approve such
Preliminary Space Plan subject to specified conditions to be complied with to
eliminate a Design Problem when a Final Space Plan (defined in Section 3.3.3,
below) for such Increment of Space (or other space leased by Tenant under the
Lease), is submitted by Tenant to Landlord, or (iii) disapprove such
Preliminary Space Plan and return the same to Tenant with a description in
commercially reasonable detail of the Design Problem(s) on which such
disapproval is based.  If Landlord disapproves any such Preliminary Space
Plan, Tenant may resubmit such Preliminary Space Plan to Landlord at any time,
and Landlord shall approve, approve with conditions or disapprove of the
resubmitted Preliminary Space Plan, based upon the criteria set forth in this Section 3.2,
within three (3) business days after Landlord receives such resubmitted
Preliminary Space Plan.  Such procedures shall be repeated until the
applicable Preliminary Space Plan is approved.  For purposes of this Work
Letter, “Preliminary Space Plan”
shall mean, and shall refer to each of (and any of) the Increment Preliminary
Space Plans, and any Expansion Space Preliminary Space Plans.


 


3.3                               Final Space Plan.


 


3.3.1                     Increment Final Space Plan.   Tenant and the Architect
shall prepare a final space plan for each Increment of Space (and any Added
Hold Space) (each an “Increment Final Space
Plan”) and shall deliver each such Increment Final Space Plan to
Landlord for Landlord’s approval.  Each Increment Final Space


 


7

















 


Plan
shall show all corridors, internal and external offices and partitions, paths
of travel, and exiting within the applicable Increment of Space (or Added Hold
Space).


 


3.3.2                     Expansion Space.   Tenant and the Architect
shall prepare the final space plan for any Expansion Space (the “Expansion Space Final Space Plan”) leased
by Tenant, and shall deliver each such Expansion Space Final Space Plan to
Landlord for Landlord’s approval.  Each such Expansion Space Final Space
Plan shall show all corridors, internal and external offices and partitions,
paths of travel, and exiting within the applicable Expansion Space.


 


3.3.3                     Landlord Approval of Final Space Plans.   Landlord shall, within five
(5) business days after Landlord’s receipt of each Final Space Plan
(defined in this Section 3.3.3, below): (i) approve such Final Space
Plan, (ii) approve such Final Space Plan subject to specified conditions
to be complied with in order to avoid a Design Problem when the Construction
Drawings for such Increment of Space (or other space leased by Tenant under the
Lease), are submitted by Tenant to Landlord, or (iii) disapprove such
Final Space because a Design Problem exists and return the same to Tenant with
a description in commercially reasonable detail of the Design Problem(s) in
question.  If Landlord disapproves any such Final Space Plan, Tenant may
resubmit such Final Space Plan to Landlord at any time, and Landlord shall
approve, approve with conditions to eliminate a Design Problem or disapprove of
such resubmitted Final Space Plan (but such conditions or disapproval must
specify in commercially reasonable detail why a Design Problem continues to
exist) within three (3) business days after Landlord receives such
resubmitted Final Space Plan.  Such procedures shall be repeated until the
applicable Final Space Plan is approved.  For purposes of this Work
Letter, “Final Space Plan” shall
mean, and shall refer to each of (and any of) the Increment Final Space Plans
or any Expansion Space Final Space Plans.


 


3.4                               Completion of Construction
Drawings.


 


3.4.1                     Submission of Construction Drawings.   Tenant, the Architect and
the Engineers shall complete the Increment Construction Drawings for each
Increment of Space (or other leased space), in a form which is sufficient to
obtain applicable permits for the Tenant Improvements to be constructed
therein, and Tenant shall submit such Increment Construction Drawings (or any
portion thereof) to Landlord for Landlord’s prior written approval; provided,
however, that Tenant shall submit to Landlord only one (1) set of
Increment Construction Drawings (or any portion thereof) at any one time, and
shall not submit any additional sets of Increment Construction Drawings to
Landlord which are duplicative in any material respect of any other Increment
Construction Drawings which Landlord is then reviewing hereunder.  Tenant
shall supply Landlord with four (4) completed copies of each such set of
Construction Drawings, all of which shall be signed by Tenant.


 


3.4.2                     Landlord Approval of Construction Drawings.   Landlord shall, within ten (10) business
days after Landlord’s receipt of each set of Increment Construction Drawings: (i) approve
such Increment Construction Drawings, (ii) approve such Increment
Construction Drawings subject to specified conditions to be complied with in
order to avoid a Design Problem, or (iii) disapprove such Increment
Construction Drawings because a Design Problem Exists and return such Increment
Construction Drawings to Tenant with a commercially reasonable description of
the Design Problem(s) in question.  If Landlord disapproves any
Increment Construction Drawings because a Design Problem exists, Tenant may
resubmit such Increment Construction Drawings to Landlord at any time, and
Landlord shall approve or disapprove such resubmitted Increment Construction
Drawings, based upon the criteria set forth in this Section 3.4, within
five (5) business days after Landlord receives such resubmitted Increment
Construction Drawings.  Such procedure shall be repeated until the
applicable Increment Construction Drawings (for the applicable Increment of
Space or for any Added Hold Space or Expansion Space leased by Tenant) are
approved.  Following approval by Landlord pursuant to this Section 3.4,
each such set of Increment Construction Drawings so approved shall be deemed to
be “Approved Increment Construction Drawings.”
Each of (and any of) the Approved Increment Construction Drawings may be
referred to herein individually or collectively (as the context may require) as
the “Approved Construction Drawings.”


 


3.5                               Approved Construction
Drawings.   Subject
to performance of Landlord’s obligations under this Work Letter, Tenant shall
cause to be obtained all applicable building and other permits required in
connection with the construction or installation of: (a) the Tenant
Improvements in each Increment of Space (and in any Added Hold Space) or (b) any
Expansion Space Improvements in any Expansion Space leased by Tenant
(collectively “Permits”). 
Tenant hereby acknowledges and agrees that, subject to Landlord’s obligations
with respect to Landlord’s South Tower Base Building Work and Landlord’s Plaza
Building Base Building Work, which are to be completed by Landlord in
accordance with the terms of Article 1, above: (i) neither Landlord
nor Landlord’s consultants shall be responsible for obtaining any Permits,
approvals or certificates of occupancy for any Increment of Space (or for any
Added Hold Space, Expansion Space leased by Tenant and/or for the Premises
generally) and (ii) Tenant shall be responsible for obtaining any and all
required Permits, approvals and certificates of occupancy for each and every
Increment of Space (and for each and every Added Hold Space, Expansion Space
leased by Tenant and/or for the Premises generally); provided, however, that
Landlord shall reasonably cooperate with Tenant (at no cost to Landlord) in the
performance of ministerial acts that are reasonably necessary to enable Tenant
to obtain any such Permits, approvals or certificates of occupancy.  No
material changes, modifications or alterations in or to any set of Approved
Construction Drawings shall be made by Tenant without the prior written consent
of Landlord, which consent shall not be withheld, except to the extent
necessary to eliminate or avoid a Design Problem, as provided in Section 3.6.


 


3.6                               Change Orders.   In the event Tenant desires
to materially change any set of Approved Construction Drawings (or the Tenant
Improvements constructed, or to be constructed thereunder), Tenant shall
deliver a notice (a “Drawing Change Notice”)
of such proposed change to Landlord, which Drawing Change Notice shall set
forth in detail all changes (the “Tenant
Changes”) Tenant desires to make to the applicable set of Approved
Construction Drawings.  Landlord shall, within five (5) business days
of Landlord’s receipt of any


 


8

















 


Drawing
Change Notice either: (i) approve the Tenant Changes in question, or (ii) disapprove
such Tenant Change or Changes and deliver a notice to Tenant specifying in
reasonably sufficient detail the reasons for Landlord’s disapproval; provided,
however, that Landlord may only disapprove of the Tenant Change if (and to the
extent) the Tenant Change causes or results in a Design Problem.


 


3.7                               Base Building Changes.   Subject to the provisions
of this Work Letter, if Tenant requests work to be done in any Increment of
Space (or in any other space in the Project, including, but not limited to in
any other space in the Project leased by Tenant) that necessitates revisions,
alterations or changes in the design or construction of the South Tower Base
Building Work (including, without limitation, any portion of the exterior of
the South Tower), the Plaza Building Base Building Work (including, without
limitation, any portion of the exterior of the Plaza Building), the Building
Structure, the Common Areas or the Building Systems, any such changes
(collectively, “Base Building Changes”)
shall be subject to the prior written approval of Landlord, which approval
shall, subject to the provisions of Section 3.1.3, not be withheld unless
a Design Problem shall exist with respect to the proposed Base Building Change
in question; provided, however, that if a Design Problem shall exist with
respect to a Base Building Change proposed by Tenant, Landlord may withhold its
consent thereto in its sole and absolute discretion; provided, further,
however, that notwithstanding the foregoing, if a Design Problem exists
because: (i) a Base Building Change could result in a higher level of maintenance
by Landlord of any portion of the Premises or of the Common Areas, then
Landlord may condition its consent to such Base Building Change Upon Tenant’s
agreement in writing (in a form and substance reasonably acceptable to
Landlord) to absorb, at Tenant’s cost, the entirety of such increased,
incremental costs of maintenance and (ii) any such Base Building Change
could result in a higher frequency of (or more severe) injuries to persons
and/or damage to property, Landlord shall advise Tenant of such problem and
Tenant shall, where such requested Base Building Change could result in a
higher frequency of (or more severe) injuries to (a) persons, withdraw
such request or (b) property, redesign such requested Base Building Change
so as to eliminate the greater likelihood of (or likelihood of greater severity
of) damage to property.  Notwithstanding any provision of this Work Letter
or the Lease to the contrary, Landlord may, in the exercise of its sole and
absolute discretion, withhold its consent to any Base Building Change proposed
by Tenant if such Base Building Change may interfere with the exercise or
enjoyment of any access or other express or implied rights of other tenants in
the Project or adversely impact the quality of the Project.  In all events,
except as provided herein to the contrary, Tenant shall be responsible for: (i) all
costs resulting from such design revisions or construction changes, including
architectural and engineering charges, as such costs become due and payable, (ii) all
delays resulting from such design revisions or construction changes shall
constitute “Tenant Delays” under Section 5.5
and no such delays shall be deemed a Commencement Date Delay (or extend the
Expansion Space Construction Period or the Available Space Construction
Period), (iii) obtaining any special permits and/or paying any fees
attributed thereto and (iv) all costs incurred by Landlord in restoring
the Base Building Change (and the area of the Project affected thereby) to its
original condition upon the expiration or sooner termination of the Term of the
Lease.  Landlord understands that Tenant will need to install various
supplemental HVAC systems which may require Base Building Changes and Landlord
agrees that, subject to all of the terms of the Lease and of this Work Letter
(including, but not limited to, this Section 3.7), Tenant may install such
supplemental HVAC systems.


 


SECTION 4


 


CONSTRUCTION
OF THE TENANT IMPROVEMENT


 


4.1                               Tenant’s Selection of
Contractors.


 


4.1.1                     The Contractors.   Tenant shall retain a
licensed general contractor (i) with respect to the construction of the
First Increment Tenant Improvements (the “First
Increment Contractor”); (ii) with respect to the construction
of the Plaza Building Tenant Improvements (the “Plaza Building Contractor”); (iii) with respect to the
construction of the Second Increment Tenant Improvements, collectively, (the “Second Increment Contractor”); (iv) with
respect to the construction of the Third Increment Tenant Improvements, (the “Third Increment Contractor”); (v) with
respect to construction of the Fourth Increment Tenant Improvements (the “Fourth Increment Contractor”), (vi) with
respect to the construction of the Hold Space Tenant improvements, if any, (the
“Hold Space Contractor”), and (vii) with
respect to the construction of the Expansion Space Improvements, if any, (each,
an “Expansion Space Contractor”)
(each a “Contractor,” and
collectively, the “Contractors”). 
Each of the Contractors shall be approved by Landlord, which approval shall not
be unreasonably withheld and shall be granted or withheld within five (5) business
days of Landlord’s receipt of Tenant’s written request for such approval;
provided, however, that each of general contractors listed in Schedule 4,
attached hereto, are hereby approved by Landlord.


 


4.1.2.                  Tenant’s Agents.   Except as specified to the
contrary in this Work Letter (including, but not limited to in Section 3.1.1,
above, with respect to the required installation of certain aspects of the
lifesafety system in the Premises), all other contractors, laborers,
materialmen, and suppliers (in addition to the Contractors) used by Tenant (or
any of its Contractors) in constructing each Tenant Improvements Increment (or
in constructing any Expansion Space Improvements) must be approved in writing
by Landlord, which approval shall not be unreasonably withheld or delayed and
shall be granted or withheld within five (5) business days of Landlord’s
receipt of Tenant’s written request for such approval.  Tenant hereby
waives all claims against Landlord, and Landlord shall have no responsibility
or liability to Tenant, on account of any nonperformance or any misconduct of
any Contractor (or any subcontractor thereof) for any reason.  The
subcontractors, laborers, materialmen or suppliers used by Tenant in connection
with the construction of each Tenant Improvements Increment (and with the
construction of the Hold Space Tenant Improvements (if any) or Expansion Space
Improvements (if any)), as well as the Engineers, project manager, broker, Architect,
laborers, materialmen, and suppliers, Contractors and all of Tenant’s employees
engaged in the review of the design and construction of each Tenant
Improvements Increment (and of all Hold Space Tenant Improvements (if any) or
Expansion Space Improvements (if any)), shall hereafter be known collectively
as “Tenant’s Agents.” The
Contractors and the Contractors’ subcontractors (collectively


 


9

















 


“Tenant’s Contractors”) and all of their respective workers shall
conduct their activities in and around the Premises, Buildings and Project in a
harmonious relationship with all other subcontractors, laborers, materialmen
and suppliers performing work in, on or about the Premises, Buildings and
Project.


 


4.2                               Construction of Tenant
Improvements by Tenant’s Agents.


 


4.2.1                     Construction Contract.


 


(a)                                  Initial Premises.   Tenant shall enter into a
construction contract and general conditions with respect to each of: (i) the
First Increment Contractor (the “First Increment
Contract”); (ii) the Plaza Building Contractor (the “Plaza Building Contract”); (iii) the
Second Increment Contractor (the “Second
Increment Contract”); and (iv) the Third Increment Contractor
(the “Third Increment Contract”), (v) the
Fourth Increment Contractor (the “Fourth
Increment Contract”), and (vi) if applicable, the Hold Space
Contractor (the “Hold Space Contract”)
(each a “Contract” collectively,
the “Contracts”). Promptly
following Tenant’s execution of each such Contract, Tenant shall submit such
Contract to Landlord for its records.


 


(b)                                  Expansion Space.   If and to the extent
that  any Expansion Space Improvement Allowance is provided for any
Expansion Space Leased by Tenant pursuant to Section 1.7 of the Lease,
Tenant shall enter into a construction contract and general conditions with an
Expansion Space Contractor for any such Expansion Space leased by Tenant (each
an “Expansion Space Contract”).
Promptly following Tenant’s execution of any such Expansion Space Contract,
Tenant shall submit such Expansion Space Contract to Landlord for its records.


 


4.2.2                     Tenant’s Agents.


 


(a)                                  Landlord’s General
Conditions for Tenant’s Agents and Tenant Improvement Work. Tenant’s and Tenant’s Agents’ construction
of each of the Tenant Improvements Increments (or of any Expansion Space
Improvements) (“Tenant’s Work”)
shall comply with all of the following conditions: (i) each of the Tenant
Improvements Increments (or of any Expansion Space Improvements) shall be
constructed in conformance with the applicable Approved Increment Construction
Drawings (or with the applicable Approved Expansion Space Construction
Drawings); (ii) prior to commencement of construction of any Tenant
Improvements Increment (or of any Expansion Space Improvement, as applicable),
Tenant and Tenant’s Agents shall use commercially reasonable efforts not to
interfere with, obstruct, or delay, the work of Landlord’s South Tower and/or
Plaza Building Base Building contractor and subcontractors; (iii) Tenant’s
Contractors shall submit their schedules for all of their work relating to each
Tenant Improvements Increment (or to any Expansion Space Improvements) to
Landlord, and Landlord shall, within five (5) business days of Landlord’s
receipt thereof, inform Tenant and Tenant’s Contractors of any changes (“Schedule Revisions”) which are reasonably
necessary thereto (a “Revised Schedule”),
in order to avoid (consistent with the Construction Rules (defined in this
Section 4.2.2(a), below)) disruption of existing tenants and/or disruption
of work elsewhere in the Project being performed by Landlord or any contractor
thereof, and Tenant’s Contractors shall adhere to such Revised Schedule
(provided, however, that if and to the extent the cumulative delay suffered by
Tenant in achieving Substantial Completion of the Tenant Improvements for a
particular Increment of Space as a result of Schedule Revisions required by
Landlord under this Section 4.2.2(a) with respect to a particular
Increment of Space exceeds a total of three (3) full days of such delay, such
cumulative delay (in excess of three (3) full days per Increment of Space)
shall, subject to the provisions of Section 5.13, constitute a Landlord
Delay (a “Schedule Revision LL Delay”));
and (iv) Tenant shall abide by the Project Construction Rules attached
hereto as Schedule 5 (the “Construction Rules”).


 


(b)                                  Indemnity. Tenant’s indemnity of Landlord and Landlord’s
Indemnity of Tenant, both as set forth in Section 11.1 of this Lease shall
also apply with respect to matters arising in connection with the construction
of each of the Tenant Improvements Increments (and all of the Tenant
Improvements) and the construction of any Expansion Space Improvements.


 


(c)                                  Insurance Requirements.


 


(i)                                     General Coverages. All of Tenant’s Agents who are one of
Tenant’s Contractors shall carry worker’s compensation insurance covering all
of their respective employees to the extent required by applicable Laws, and
shall also carry public liability insurance, including property damage, all
with limits, in form and with companies as are required to be carried by Tenant
as set forth in Article 11 of this Lease.  The policies therefor
shall insure Landlord and Tenant, as their interests may appear, as well as
each Contractors and all of its subcontractors.


 


(ii)                                  Special Coverages. Subject (if and to the extent applicable)
to Tenant’s rights to provide for self-insurance under Section 11.2.4 of
this Lease, each Contractor (or Tenant) shall carry “Builder’s All Risk”
insurance, in an amount reasonably specified by Landlord, covering the
construction of the applicable Tenant Improvements Increment (or Expansion
Space Improvements), it being understood and agreed that each Tenant
Improvements Increment (and all Expansion Space Improvements) shall be insured
(or if and to the extent applicable, self-insured to the extent permitted by Section 11.2.4
of the Lease) by Tenant Pursuant to Article 11 of this Lease immediately
upon completion thereof.


 


(iii)                               General Terms. Certificates for all insurance carried by
each Contractor and/or by Tenant pursuant to this Section 4.2.2(c) shall
be delivered to Landlord before the commencement of construction of the
applicable Tenant Improvements Increment for each Increment of Space (or of any
Expansion Space Improvements) and before such Contractor’s equipment is moved
onto or into the project. All such policies of insurance must contain a
provision that the company writing said policy will provide Landlord


 


10

















 


and
Tenant with thirty (30) days prior notice of any cancellation, modification or
lapse of the policy. In the event that any Tenant Improvements Increment (or
any Expansion Space Improvements) is damaged by any cause during the course of
the construction thereof, Tenant shall immediately repair the same at Tenant’s
sole cost and expense. Each of Tenant’s Contractors shall maintain all of the
foregoing insurance coverage in full force and effect until the Substantial
Completion of the applicable Tenant Improvements Increment (or of any Expansion
Space Improvements), except for any “Products” and “Completed Operation
Coverage” insurance (which is to be carried by a Contractor only) required by
Landlord, which coverage is to be maintained for the term of the policy period
following Substantial Completion of the applicable Tenant Improvements
Increment (or Expansion Space Improvements). The Builder’s All Risk policy
maintained by each Contractor (or by Tenant) shall preclude subrogation claims
by the insurer against anyone insured thereunder, and shall additionally
provide that such policy is primary insurance with respect to Landlord and that
any other insurance maintained by Landlord is excess and noncontributing with
the insurance required hereunder.


 


4.2.3                     Governmental Compliance. Subject to the performance of Landlord’s
obligations under this Work Letter (including Landlord’s obligations with
respect to Base Building Work), each of the Tenant Improvements Increments (and
all of the Tenant Improvements) and any all Expansion Space Improvements shall comply
in all respects with all of the following: (i) all applicable Laws,
including , but not limited to, building codes and other state, federal, city
or quasi-governmental laws, codes, ordinances and regulations, as each may
apply according to the rulings of the controlling public official, agent or
other person; and (ii) all applicable standards of the American Insurance
Association (formerly, the National Board of Fire Underwriters) and the
National Electrical Code.


 


4.2.4                     Inspection by Landlord. Landlord shall have the right, upon
reasonable notice to Tenant, at reasonable times, to inspect each portion of
any Tenant Improvements Increment (and any Expansion Space Improvements) being
constructed for or on behalf of Tenant at a particular time; provided, however,
that Landlord’s failure to inspect any Tenant Improvements Increment (or any
Expansion Space  Improvements) shall in no event constitute a waiver of
any of Landlord’s rights hereunder nor shall Landlord’s inspection of any
Tenant Improvements Increment (or of any Expansion Space Improvements)
constitute Landlord’s approval of the same.


 


4.2.5                     Meetings.


 


(a)                                  Initial Premises. Commencing upon the execution of this Lease,
Tenant shall hold regular meetings at a reasonable time, with the Architect and
the Contractor regarding the progress of the preparation of each of the
Increment Construction Drawings and the construction of each of the Tenant
Improvements Increments, which meetings shall be held at the Project (provided,
however, that prior to (but not after) the date on which construction of the
Tenant Improvements commences, Tenant may, by delivering written notice to
Landlord no less than five (5) days prior to the date of any such meeting,
insist that such meeting be held in Tenant’s downtown Los Angeles office, in
which case such meeting will be held in Tenant’s downtown Los Angeles office),
and Landlord and/or its agents shall receive prior notice of, and shall have
the right to attend, all such meetings.


 


(b)                                  Expansion space. Commencing upon the delivery of Tenant of
any Expansion Exercise Notice with respect to any Expansion Space, Tenant shall
hold regular meetings at a reasonable time, with the Architect and the
Contractor regarding the progress of the preparation of the Expansion Space Construction
Drawings, as the case may be, and the construction of any Expansion Space
Improvements, which meetings shall be  held at the Project (provided,
however, that prior to (but not after) the date on which construction of the
Tenant Improvements commences, Tenant may, by delivering written notice to
Landlord no less than five (5) days prior to the date of any such meeting,
insist that such meeting be held in Tenant’s downtown Los Angeles office, in
which case such meeting will be held in Tenant’s downtown Los Angeles office),
and Landlord and/or its agents shall receive prior notice of, and shall have
the right to attend, all such meetings.


 


4.3                               Completion; Copy of Updated
Approved Construction Drawings.
Within ten (10) days after the completion of construction of each Tenant
Improvements Increment (or of any Expansion Space Improvements), Tenant shall
prepare, or cause to be prepared, a Notice of Completion with respect to such
Tenant Improvements Increment (or Expansion Space Improvements), which, if factually
correct, Landlord shall execute, and Tenant shall thereafter cause such Notice
of Completion to be recorded in the office of the Recorder of the County of Los
Angeles in accordance with Section 3093 of the Civil Code of the State of
California or any successor statute, and shall furnish a copy thereof to
Landlord upon such recordation. If Tenant fails to do so, and if such failure
continues for five (5) business days after receipt of notice from Landlord
of such failure, Landlord may, at Tenant’s sole cost and expense, execute and
file the same on behalf of Tenant as Tenant’s agent for such purpose. At the
completion of construction of each Tenant Improvements Increment (or of any
Expansion Space Improvements), Tenant: (i) shall promptly deliver to Landlord
a copy of all warranties, and guaranties relating to the Tenant Improvements
(or the applicable Expansion Space Improvements); and (ii) shall cause the
applicable Contractor: (a) to update the applicable Approved Increment
Construction Drawings (or the Approved Expansion Space Construction Drawings)
as to the mechanical and structural drawing portions thereof, and to provide
field-grade mark-ups of the remaining portion of the applicable Approved
Increment Construction Drawings (the “Updated
Approved Increment Construction Drawings”) (or of the applicable
Approved Expansion Space Construction Drawings (the “Updated Approved Expansion Space Construction Drawings”)) so
as to reflect on such Updated Approved Increment Construction Drawings (or
Updated Approved Expansion Space Construction Drawings) all changes made to the
applicable Approved Increment Construction Drawings (or Approved Expansion
Space Construction Drawings) during the course of construction of the
applicable Tenant Improvements Increment (or Expansion Space Improvements), and
(b) within thirty (30) days following issuance of a certificate of
occupancy for the applicable Increment of Space (or the applicable Expansion
Space), to deliver to Landlord two (2) sets of reproducible copies (and one
(1) complete set of Autocad .dwg (release 13 or higher) files) of such
Updated


 


11














 


Approved
Increment Construction Drawings (or Updated Approved Expansion Space
Construction Drawings), together with any Permits, approvals, inspection
reports, certificates of occupancy or similar documents issued by governmental
agencies in connection with the construction of the Tenant Improvements (or the
applicable Expansion Space Improvements).


 


SECTION 5


 


DELAY OF
COMMENCEMENT DATE


 


5.1                               Commencement Date Delays.


 


5.1.1                     Commencement Date; Delays. As specified in Section 2.2 of the
Lease, the Term of the Lease shall commence on the First Increment Commencement
Date.  Each of the First Increment Commencement Date, the Second Increment
Commencement Date, the Plaza Building Commencement Date, the Third Increment
Commencement Date and the Fourth Increment Commencement Date shall occur as
provided in Item 3.4(i), Item 3.4(ii), Item 3.4(iii), Item 3.4(iv) and
Item 3.4(v) of the Basic Lease Provisions, respectively, and each
Expansion Space Commencement Date shall occur as provided in Section 1.7.9
of the Lease respectively; provided, however, that for purpose of determining
each such Commencement Date, the Construction Period applicable to each such
Increment of Space (or Expansion Space) shall be extended on a day-for-day
basis for each day of delay in the design or Substantial Completion of the
applicable Tenant Improvements Increment (or of the applicable Expansion Space
Improvements) or Tenant’s move into the applicable Increment of Space (or
Expansion Space) that is caused by a Commencement Date Delay (defined  in
this Section 5.1.1, below). As used herein,  the term “Commencement Date Delay” shall mean only a
Force Majeure Delay (defined in Section 5.1.2, below) or a Landlord Delay
(defined in Section 5.1.3, below).


 


5.1.2                     Force Majeure Delay.


 


(a)                                  As used herein, subject to the provisions of Section 3.7,
the term “Force Majeure Delay”
shall mean only an actual delay resulting from; strikes; fire; wind; terrorist
acts; damage or destruction to the Project; explosion; casualty; flood;
hurricane; tornado; the elements; acts of God or the public enemy; sabotage;
war; invasion; insurrection; rebellion; civil unrest; riots; or earthquakes and
delays in obtaining permits or other governmental approvals to the extent
caused by and industry-wide, recognized delay in the issuance or processing of
permits or other approvals by the applicable governmental agencies generally
(for example, where due to budgetary problems, Los Angeles Department of
Building and Safety reduces the hours of its staff by 50% without any compensating
increase in available staffing), and not relating to the specifics of any
construction Drawings, or any act or omission of Tenant (or any Tenant’s Agent)
in attempting to obtain such permits or approvals.


 


(b)                                  In the case where the term “Force Majeure
Delay” is used in the Lease or in this Work Letter in the context of any delay
suffered or incurred by Landlord in the design, permitting, engineering,
commencement, prosecution and/or substantial completion of any Base Building
Work under this Lease or under this Work Letter, “Force Majeure Delay” shall,
in addition to the meaning set forth in Section 5.1.2 (a), also mean any
actual delay resulting from (i) any holdover in any space in the Project
by any tenant (provided that to the extent Landlord does not substantially
perform its obligations under Section 2.3.1 of the Lease with respect to
the Commencement and prosecution of unlawful detainer proceedings with respect
to such holdover tenant and such failure of performance extends the duration of
such holdover, the same shall not constitute a Force Majeure Delay with respect
to that portion of the holdover period which would not have occurred had
Landlord substantially performed its obligations under Section 2.3.1 with
respect thereto), (ii) any existing conditions in any space in the Project
which becomes part of the Premises which is not actually known by Landlord’s
executive management as of the date hereof, or (iii) the inability of
Landlord (or its contractor) to procure services and/or materials within normal
periods, other than due to the lack of credit of the Landlord (or any failure
to pay by Landlord).


 


5.1.3                     Landlord Delay. As used in this Work Letter, subject to the
provisions of Section 3.7, “Landlord
Delay” shall mean any actual delay that results directly from: (i) the
failure of Landlord to timely approve or disapprove any Preliminary Space Plan
(or Expansion Space Preliminary Space Plan), Final Space Plan (or Expansion
Space Final Space Plan), Increment Construction Drawings (or Expansion Space
Construction Drawings) or Change Orders or other matters which Landlord is
required to approve under this Work Letter; (ii) the failure of Landlord
to have removed and remediated any Pre-Delivery Hazardous Materials or
Pre-Commencement Hazardous Materials (each term is define in Section 6.5.1,
below) located in the Premises (or in any Expansion Space) which are required
to be removed or remediated by Landlord under the provisions of Section 6.5.1
prior to the applicable Delivery Date; (iv) the existence of ACM in any
particular Increment of Space, if and to the extent such delay constitutes a “Landlord
Delay” under the provisions of Section 6.5.2; (v) the failure of
Landlord to timely perform Base Building Work in accordance with the timing
provisions of this Work Letter (and Schedule 1-B and Schedule 1-D, attached
hereto) applicable thereto; (vi) any actual delays in Substantial
Completion of the Tenant Improvements for any Increment of Space caused by any
material errors and/or omissions in the Background Plans for such Increment of
Space with respect to areas inside columns or behind core walls which are
verifiable only by invasive testing or penetration; provided, however, that no
Landlord Delay shall be deemed to have occurred to the extent that such errors
and omissions in such Background Plans could reasonably have been discovered by
Tenant or Tenant’s Architect pursuant to such parties’ verification of the
applicable portion of the Background Plans pursuant to Section 3.1.1,
above (the delays which constitute Landlord Delays under this clause (vi) are
referred to herein as “Non-Verifiable
Background Plans Conditions Delays”), (vii) the performance by
Landlord of any Base Building Work within any Increment of Space following the
Delivery Date (and before the Commencement Date) for such Increment of Space,
which performance actually interferes with and causes an actual delay (despite
the good faith efforts of Tenant and its Contractors to cooperate (which good
faith cooperation shall not involve incurring any


 


12

















 


additional
cost) with such performance) in the completion of any critical path task (as
indicated on the applicable construction schedule prepared by Tenant’s
Contractor with respect to such Increment of Space), but only to the extent
that any such delay in the completion of any critical path task (or tasks) does
in fact cause the Substantial Completion of the Tenant Improvements for such
Increment of Space to be delayed beyond the scheduled Commencement Date for
such Increment of Space (the delays which constitute Landlord Delays under this
clause (vii) are referred to herein as “Base
Building Interference Delays”), (viii) the failure of any
Increment of Space to be in compliance with Laws to the extent required under Section 2
of Schedule 1-B, attached hereto, or Section 2 of Schedule 1-D attached
hereto, as applicable, or (ix) and Schedule Revision LL Delay, if and to
the extent provided in Section 4.2.2(a).


 


5.1.4                     Reimbursement of Additional Tenant Design and
Construction Costs Caused by Landlord Delays.


 


Landlord shall reimburse Tenant for any additional,
incremental, out-of-pocket design and/or construction costs actually incurred
by Tenant (through payment to independent, third-party contractors, suppliers,
consultants or service providers) with respect to the design and construction
of the Tenant Improvements for each Increment of Space as the direct result of
the following forms of Landlord Delay (and if and to the extent such additional
incremental out-of-pocket design and/or construction costs would not have been
so incurred had there been no such Landlord Delays):


 


(a)                                  The failure of the Base Building Work for
such Increment of Space to comply with the requirements of Section 2 of
Schedule 1-B or Schedule 1-D, as applicable;


 


(b)                                  Non-Verifiable Background Plans Condition
Delays;


 


(c)                                  Any amounts reimbursable under Section 6.5.1
(but only to the extent reimbursable thereunder) on account of any Pre-delivery
Hazardous Materials or Pre-Commencement Hazardous Materials discovered in such
Increment of Space (provided, however, that no amounts reimbursed under this Section 5.1.4(c) shall
also be reimbursable under Section 6.5.1 (and vice versa));


 


(d)                                  Any amounts reimbursable under Section 6.5.2
(but only to the extent reimbursable thereunder) on account of any ACM
discovered in such Increment of Space following the Delivery Date therefor (but
prior to the Commencement Date therefor) which is required to be abated by
Landlord hereunder) (provided, however, that no amounts reimbursed under this Section 5.1.4(d) shall
also be reimbursable under Section 6.5.2 (and vice versa));


 


(e)                                  Base Building Interference Delays with
respect to such Increment of Space; and


 


(f)                                    Schedule Revision LL Delays (provided,
however that any such reimbursement of costs under this Section 5.1.4(f) with
respect to a particular Increment of Space shall be limited to any actual
increase in “general conditions” resulting therefrom paid to the Contractor for
such Increment of Space by Tenant on account of such Schedule Revision LL
Delays.)


 


5.2                               Determination of
Commencement Date Delay. 
If Tenant contends that a Commencement Date Delay has occurred, Tenant shall
notify Landlord in writing (the “Delay Notice”),
and such Delay Notice shall specifically identify the event or events which
constitutes such Commencement Date Delay.  If such actions, inaction or
circumstance described in the Delay Notice are not cured by Landlord on or
before the end of the next business day after the day on which Landlord
actually receives the Delay Notice, and if such action, inaction or
circumstance otherwise qualifies as a Commencement Date Delay, then a
Commencement Date Delay shall be deemed to have occurred commencing as of the
date of Landlord’s receipt of the Delay Notice and ending as of the date such
delay ends; provided, however, that, notwithstanding the above, with respect to
the construction of any particular Increment of Space, at any time after which
Tenant shall have correctly delivered ten (10) Delay Notices with respect
to such Tenant Improvements Increment prior to the Substantial Completion of
such Tenant 


 


Improvements Increment, and if such actions, inactions or circumstances
described in the Delay Notice are not cured by Landlord within the same
business day of Landlord’s receipt of the Delay Notice in question, then a
commencement Date Delay shall be deemed to have occurred commencing as of the
date of Landlord’s receipt of the Delay Notice and ending as of the date such
delay ends.


 


5.3                               Definition of Substantial
Completion. For purposes
of this Work Letter, and with respect to any Tenant Improvements Increment (or
any Expansion Space Improvements) (or Base Building Work or Minimum Base
Building Work), “Substantial Completion”
shall mean substantial completion of construction of such Tenant Improvements
Increment (or Expansion Space Improvements) (or Base Building Work or Minimum
Base Building Work) within the applicable Increment of Space (or Expansion
Space), pursuant to the applicable set of Approved Construction Drawings (or
Background Plans, as applicable) therefor, sufficient to allow occupany of such
Increment of Space (or Expansion Space) by Tenant, as well as issuance of a
certificate of occupany or a temporary certificate of occupany (or the
equivalent of either) for such Increment of Space (or Expansion Space) so as to
allow legal occupany of such Increment of Space (or Expansion Space) by Tenant
(provided that such occupancy and certificate of occupancy requirements shall not
apply in the case of Base Building Work or Minimum Base Building Work). 
Substantial Completion shall not include and shall not require the completion
of any Punch List Items (defined in this Section 5.3, below), but such
Punch List Items shall nevertheless be completed as soon as reasonably
possible.  For purposes of this Work Letter, “Punch List Items” shall mean (a) with respect to Tenant
Improvements, all items of construction which entail one or more details of
construction, decoration, mechanical adjustment or installation that (in the
case of Tenant Improvements or Expansion Space Improvements only) do not
materially and adversely affect the use and occupancy of any portion of an
Increment of Space for the normal conduct


 


13

















 


of
Tenant’s business, or (b) with respect to Base Building Work to be
provided by Landlord pursuant to Schedule 1-B or Schedule 1-D, all items of
construction required to correct deficiencies in the Base Building Work noted
by the Landlord in its customary “punch list” review of the Base Building Work
(as the same shall occur from time to time) or communicated to Landlord by
Tenant during the parties, Punch List Inspection (defined in this Section 5.3,
below) for the Increment of Space in question or thereafter discovered by
Tenant communicated to Landlord by Tenant during the construction of the Tenant
Improvements for the Increment of Space in question.  Prior to, or
reasonably promptly following, the Delivery Date for each Increment of Space,
Landlord, Tenant and Tenant’s Architect shall jointly conduct a customary
visual punch list inspection of the Base Building Work for such Increment of
Space (the “Punch List Inspection”). 
Landlord shall complete all Punch List Items indicated by the Punch List
Inspection for a particular Increment of Space within sixty (60) days of the
Delivery Date for such Increment of Space.


 


5.4                               Landlord’s Right to Remedy
Commencement Date Delays. 
Notwithstanding anything contained in this Section 5 to the contrary,
Landlord and Tenant agree that, to the extent that Landlord is able (through
the payment of overtime wages to Tenant’s Agents, the hiring of additional
contractors, subcontractors or other work force, or other incentives) to
eliminate, and does in fact eliminate (and Tenant will cooperate with Landlord
to achieve such result) any actual delay in the Substantial Completion of any
Tenant Improvements Increment (or any Expansion Space Improvements), which
delay would otherwise be deemed to be a Commencement Date Delay pursuant to the
terms of this Section 5, a Commencement Date Delay shall not be deemed to
have occurred.


 


5.5                               Tenant Delay.  For purposes of the Lease and this Work
Letter, “Tenant Delay” shall mean
any actual delay incurred by Landlord as a result of (i) a Tenant request
for a Base Building Change or for substitution of a Tenant Substituted Base
Building Item for a Base Building Substitution Item, (ii) breach of this
Work Letter by Tenant, or (iii) any other event specified to be a Tenant
Delay in this Work Letter (including, but not limited to in Section 6.4,
below).


 


SECTION 6


 


MISCELLANEOUS


 


6.1                               Tenant’s Representative.  Tenant has designated *
                                        as
its sole representative with respect to the matters set forth in this Work
Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of Tenant as required in this Work Letter.


 


6.2                               Landlord’s Representative.  Landlord has designated *
                                        is
its sole representative with respect to the matters set forth in this Work
Letter, who, until further notice to Tenant, shall have full authority and
responsibility to act on behalf of Landlord as required in this Work Letter.


 


6.3                               Time of the Essence in This
Work Letter.  Unless
otherwise indicated, all references in this Work Letter to a “number of days”
shall mean and refer to calendar days.  If any item requiring approval is
timely disapproved by Landlord, the procedure for preparation of the document
and approval there of shall be repeated until the document is approved by
Landlord.


 


6.4                               Tenant Work Letter Default.  Notwithstanding anything to the
contrary contained in this Lease, (a) if at any time on or before the
Substantial Completion of any Tenant Improvements Increment (or any Expansion
Space Improvements), an Event of Default shall have occurred under the Lease,
then: (i) in addition to all other rights and remedies granted to Landlord
pursuant to the Lease, Landlord shall have the right to cause the applicable
Contractor to cease construction of all Tenant Improvements then under
construction (in which case, such work stoppage shall not be deemed a
Commencement Date Delay), and (ii) all other obligations of Landlord under
this Work Letter shall be suspended until such time as such Event of Default is
cured pursuant to the provisions of the Lease (and/or any amendments to the
Lease in connection with any election by Tenant to lease any Expansion Space),
in which case, Tenant shall be responsible for any delay (as a Tenant Delay) in
the Substantial Completion of the applicable Tenant Improvements Increment that
is caused by such inaction by Landlord, and (b) if at any time prior to
Substantial Completion of the Tenant Improvements for a particular Increment of
Space, Landlord shall fail to disburse to Tenant under Section 2.3.1 or Section 2.3.2
an amount or amounts which are properly disbursable to Tenant under Section 2.3
from the Tenant Improvement Allowance for such Increment of Space aggregating
to             
), and such failure to disburse shall continue for sixty (60) days or longer
following delivery by Tenant to Landlord of written notice of such failure,
Tenant shall have the right to cease construction of the Tenant Improvements
for such Increment of Space.  Notwithstanding any other provisions of this
Lease, if an Event of Default is cured, forgiven or waived, Landlord’s
suspended obligations under this Work Letter shall be fully reinstated and
resumed, effective immediately.


 


6.5                               Presence of Hazardous
Materials.


 


6.5.1                     Hazardous Materials Other than ACM.


 


Landlord shall:   (i) cause all
Pre-Delivery Hazardous Materials located within a particular Increment of Space
to be remediated in accordance with all Laws then in effect applicable to such
remediation prior to delivery of possession of such Increment of Space to
Tenant for commencement of Tenant Improvements construction, and (ii) cause
all Pre-Commencement Hazardous Materials located within a particular increment
of Space to be promptly remediated in accordance with all Laws then in effect
applicable to such remediation; provided, however, that notwithstanding any
provision of the Lease or this Work Letter to the contrary, (i) the
obligations of Landlord under this Section 6.5.1 shall not apply to any
Hazardous Materials: (x) which were brought into (or otherwise introduced
into) such Increment of Space by Tenant, any Contractor of Tenant, any Tenant’s
Agent or any Tenant Party or (y) the need for remediation of which under
applicable Laws was caused by the acts or


 


14

















 


omissions
of Tenant, any Contractor of Tenant, any Tenant’s Agent or any Tenant Party
following notice by Landlord to Tenant of the existence and location of such
Hazardous Materials (under circumstances where the Hazardous Materials in
question were of a nature and condition which prior to such acts or omissions
did not require remediation under applicable Laws) (collectively, “Tenant Caused HazMat Problems”). 
Landlord agrees:  (i) to bear any increased, out-of-pocket Actual
Costs actually incurred by Tenant (through payments to independent third-party
contractors, suppliers, consultants or service providers) in the design or
construction of any Tenant Improvements Increment to the extent such increased
Actual Costs result from (and would not have been otherwise incurred by Tenant
without);  (A) the presence of any Pre-Delivery Hazardous Materials
in a particular Increment of Space as of the date on which Tenant commences
construction of such Tenant Improvements Increment or (B) the presence of
any Pre-Commencement Hazardous Materials ( or the existence of which was the
subject of a written notice delivered by Tenant to Landlord) during the
construction of Tenant Improvements (and prior to the Increment Commencement
Date for the Increment of Space in question) (with Tenant agreeing that it
shall notify Landlord of the existence of such Hazardous Materials with
reasonable promptness  following its discovery of the same), but only if
and to the extent such incurred out-of-pocket costs (under clause (A) or
(B)) shall not relate in any manner to any Tenant Caused HazMat Problems in,
on, at, under or upon any part of the Project and (ii) to reimburse Tenant
for any additional, out-of-pocket Actual Costs actually incurred by Tenant in
the construction of any Tenant Improvements Increment that result directly from
the presence of any Pre-Commencement Hazardous Materials in such Increment of
Space during the period following the date on which Tenant commences
construction of such Tenant Improvements Increment, but only if and to the
extent such Actual Costs shall not relate in any manner to any Tenant Caused
HazMat Problems in, on, at, under or upon any part of the Project.  Any
reimbursement of Tenant by Landlord under this Section 6.5.1 shall be
payable by Landlord to Tenant within thirty (30) days of Landlord’s receipt
from Tenant of: (A) Tenant’s written itemization and reasonable
description of the Actual Costs involved and the basis for Tenant’s right to
reimbursement under this Section 6.5.1 and (B) reasonable evidence of
such Actual Costs.  For purposes of this Lease, “Pre-Delivery Hazardous Materials” means any Hazardous
Materials (other than ACM) which: (1) are discovered to exist within a
particular Increment of Space by Landlord (or written notice of which is
received by Landlord from Tenant) prior to the Delivery Date for such Increment
of space and (2) is known to Landlord to require remediation under applicable
Laws as of the Delivery Date for such Increment of Space.  For Purposes of
this Lease, “Pre-Commencement Hazardous
Materials” means any Hazardous Materials (other than ACM) which: (1) is
discovered to exist within a particular Increment of Space by Landlord (or
written notice of which is received by Landlord from Tenant) following the
Delivery Date for a particular Increment of Space and (2) is known to
Landlord to require remediation under applicable Laws as of a date prior to the
Commencement Date for such Increment of Space.


 


6.5.2                     ACM.


 


(a)                                  Landlord shall cause to be abated and/or
remediated in accordance with Landlord’s Asbestos Abatement Plan and applicable
Laws, all ACM (other than any Permissible Residual ACM (defined in Section 1(b)(i) of
Schedule 1-B) or any Permitted ACM (defined in this Section 6.5.2, below))
discovered by Landlord (or written notice of which is received by Landlord from
Tenant) in a particular Increment of Space following the Delivery Date for such
Increment of Space; provided, however, that Landlord shall have no obligation
whatsoever under this Section 6.5.2 with respect to any ACM which:  (i) constitutes
Permissible Residual ACM or Permitted ACM or (ii) becomes located in
another area of such Increment of Space or otherwise is disturbed or made
friable (under circumstances where such ACM was Permitted ACM and not friable
prior to such disturbance) as the result of any act or omission of Tenant, any
Contractor or Tenant, any Tenant’s Agent or any Tenant Party affecting the
Known Encapsulation/Enclosure Areas (defined in Section 1(b)(ii) of
Schedule 1-B, attached hereto) (included in the South Tower known
Encapsulation/Enclosure Areas (defined in Section 1(b)(ii) of
Schedule 1-B, attached hereto) and the Plaza Building Known
Encapsulation/Enclosure Areas (defined in Section 1(b)(ii) of
Schedule 1-D attached hereto)) (collectively, “Tenant
Disturbed ACM”).  For purposes of this Lease, “Permitted ACM” is any ACM present at any
location in the Project which constitutes a “Known Encapsulation/Enclosure Area”
under Schedule 1-B or Schedule 1-D, as applicable.


 


(b)                                  Landlord agrees:  (i) to bear any
increased out-of-pocket Actual Costs in the design or construction of any
Tenant Improvements Increment actually incurred by Tenant (through payments to
independent, third-party contractors, suppliers, consultants or service
providers) as the direct result of the existence of any ACM (other than
Permissible Residual ACM, Permitted ACM or Tenant Disturbed ACM) within a
particular Increment of Space following the Delivery Date for such Increment of
Space that is discovered by Landlord prior to the Commencement Date for such
Increment of Space or is discovered by Tenant and described in a written notice
delivered by Tenant to Landlord (which Tenant agrees to promptly deliver) prior
to the Substantial Completion of the initial Tenant Improvements Increment
constructed by Tenant), which increased, out-of-pocket Actual Costs would not
have been incurred had such ACM not existed (“LL
ACM Costs”); and (ii) to reimburse Tenant for any LL ACM Costs
actually incurred by Tenant in the construction of any Tenant Improvements
Increment; provided, however, that Landlord shall have no obligation to bear or
reimburse Tenant for any increased or additional costs if such increased or
additional costs are related to:  (a) the presence of ACM at the
Project as a result of the introduction of ACM into, onto or about the Project
by Tenant, any Contractor of Tenant, any Tenant’s Agent or any Tenant Party, (b) the
presence of any Permissible Residual ACM, Permitted ACM or Tenant Disturbed
ACM, (c) any desire by Tenant to remove or abate any Permitted ACM, or (d) the
disturbance (either intended or unintended) by Tenant, any Contractor of
Tenant, any Tenant’s Agent, or any Tenant Party of any Permitted ACM during the
construction and/or installation of any Tenant Improvements (or Expansion Space
Improvements).  Landlord further agrees that any delays encountered by
Tenant in the Substantial Completion of any Tenant Improvements Increment that
result directly from the presence of any ACM in such Increment of Space (other
than Permissible Residual ACM, Permitted ACM or Tenant Disturbed ACM) as of the
date on which Tenant commences construction of such Tenant Improvements Increments
shall, subject to the provisions of Article 5, be deemed a Landlord Delay;
provided, however, that no Commencement Date Delay shall be deemed to have
occurred if such delay relates to:  (a) all presence of ACM at the
Project as a result of the introduction of ACM into, onto or about the Project
by Tenant, any Contractor of Tenant, any Tenant’s Agent, or any Tenant Party, (b) the
presence of


 


15

















 


Permissible
Residual ACM, Permitted ACM or Tenant Disturbed ACM at any location in the
Project, (c) any desire by Tenant to remove or abate any Permitted ACM, or
(d) the disturbance (either intended or unintended) by Tenant, any
Contractor of Tenant, any Tenant’s Agent, or any Tenant Party of any Permitted
ACM during the construction and/or installation of any Tenant Improvements (or
Expansion Space Improvements).  In the event that any increase in the cost
of the design, construction or installation of any Tenant Improvements
Increment or any delay in the Substantial Completion of any Tenant Improvements
Increment is caused  by:  (a) the presence of ACM at the Project
as a result of the introduction of ACM into, onto or about the Project by
Tenant, any Contractor of Tenant, any Tenant’s Agent, or any Tenant Party, (b) the
presence of Permitted ACM (or Tenant Disturbed ACM) at any location in the
Project, (c) any desire by Tenant to remove or abate any Permitted ACM, or
(d) the disturbance (either intended or unintended) by Tenant, any
Contractor of Tenant, any Tenant’s Agent,  or any Tenant Party of any
Permitted ACM during the construction and/or installation of any Tenant
Improvements (or Expansion Space Improvements), then to such extent, such
increased costs shall be borne by Tenant (at Tenant’s sole cost and expense)
and no such delays shall, to such extent, be deemed to be any form of
Commencement Date Delay.


 


6.6                               Cleaning.    Each Increment of Space
(and by Expansion Space leased by Tenant) shall be periodically cleaned by (and
shall be kept clean by) Tenant’s Contractors during the construction of each
Tenant Improvements Increment (or the Expansion Space Improvements), and upon
Substantial Completion of any Tenant Improvements Increment (or of any
Expansion Space Improvements), the applicable Contractor shall cause all
construction related debris and materials to be removed from the applicable
Increment of Space (or Expansion Space) and shall further cause such Increment
of Space (or Expansion Space) to be in a broom clean condition.  Upon the
completion of such cleaning by Tenant’s Contractor, and upon commencement of
the Lease with respect to each Increment of Space (or Expansion Space), each
such Increment of Space (or Expansion Space)  shall be customarily cleaned
by Landlord in conformance with Landlord’s then effective janitorial
specifications immediately following Tenant’s move into such Increment of Space
(or Expansion Space).  The costs of the cleaning provided by Landlord
pursuant  to this Section 6.6 shall not be deducted from the Tenant
Improvement Allowance (or from the applicable Expansion Allowance, if any).


 


6.7                               Services During Construction.   During the Construction of
each Tenant Improvements Increment (or of any Expansion Space Improvements),
and during Tenant’s move into any Increment of Space (or any Expansion Space),
Landlord shall provide, in the applicable Increment of Space, and only in such
Increment of Space (or in the applicable Expansion Space, and only in such
Expansion Space), and neither Tenant nor Tenant’s Agents shall be charged for: (i) HVAC
service during Business Hours, (ii) freight elevator service to such
Increment of Space (including freight elevator service) during Normal
Construction Hours (defined in this Section 6.7, below), (iii) electricity,
(iv) water and (v) access to Project loading docks during Normal
Construction Hours.  Landlord shall provide on reasonable advance notice,
freight elevator service to any Increment of Space (or to any Expansion Space)
after Normal Construction Hours, subject to reimbursement on demand by Tenant
to Landlord for all of Landlord’s actual, out-of-pocket costs (as reasonably
estimated by Landlord) incurred by Landlord in so providing such freight
elevator services.  Except as expressly set forth in this Work Letter or
in the Lease (or any amendment thereto), Landlord shall not charge Tenant any
overhead, profit or other fees in connection with Tenant’s construction of
Tenant Improvements (or of any Expansion Space Improvements).  For
purposes of this Work Letter, “Normal
Construction Hours” shall mean 6:00 a.m to 6:00 p.m, on Monday
through Friday and 9:00 a.m. through 6:00 p.m. on Saturdays.


 


6.8                               Consistency.   In the event of any
inconsistency between the provisions of this Work Letter and the provisions of
the Construction Rules, the provisions of this Work Letter shall control.


 


6.9                               Move-In Priority.   During Tenant’s move into
each Increment of Space (or into any Expansion Space), Landlord shall grant
Tenant reasonable priority in usage of the Project freight elevators, subject
to Landlord’s reasonable requirements in accommodating other Tenants and
occupants of the South Tower and/or Plaza Building, and Landlord’s general
maintenance and operation requirements in the South Tower and/or Plaza
Building.


 


6.10                        Access to Premises Prior to
Construction.   Except
to the extent such space is not accessible due to the nature of ongoing Base
Building Work, Tenant and its Architect, Engineers, consultants and Contractors
shall have full access to the First Increment Office Space at all times prior
to the First Increment Delivery Date for the purposes of planning Tenant’s Work
in such space.


 


6.11                        Staging Area.   During the period following December 31,
2003 and prior to the Substantial Completion by Tenant of all of its Tenant
Improvements in the Fourth Increment Office Space, Tenant shall have the right,
without the obligation to pay Rent (except as expressly otherwise provided in
this Section 6.11), to use, and Landlord shall provide, subject to
availability, one (1) full floor in the South Tower (or on “D” level)
selected by Landlord in its sole discretion (the “Staging Area”) for the sole purpose of storing and staging
Tenant’s furniture and equipment in such Staging Area (and for no other
purpose).  With respect to this free Staging Area, Tenant shall be
responsible for providing all insurance and for providing any necessary
fencing, security or other protective facilities, Tenant shall defend, and hold
Landlord harmless and shall indemnify Landlord from and against any and all
Claims, Damages and Expenses in any manner arising out of or incurred by
Landlord in connection with the use of such Staging Area by Tenant.  In
addition, all of the provisions of the Lease as to insurance and
indemnification to be provided by Tenant shall apply (as if such Staging Area
were part of the Premises); provided, however, that notwithstanding any
provision of the Lease or this Work Letter to the contrary, in no case
whatsoever (including, without limitation any circumstance involving any form
of negligence by Landlord or any Landlord Party) shall Landlord have any
liability to Tenant in the event any of Tenant’s furniture and/or equipment
stored in the Staging Area shall be damaged, lost or stolen, and Tenant hereby
waives all Claims, Damages and Expenses it may now or hereafter hold against
Landlord on account of such loss, damage or theft.  Tenant shall be
obligated to remove all of the stored materials and its fencing and other
facilities from the Staging Area within ten (10) days of Tenant’s


 


16

















 


receipt
of written notice from Landlord stating that such Staging Area is needed by
Landlord for any reason, in which event comparable space in the South Tower, to
the extent such space is available, shall be made available by Landlord to
Tenant as a substitute Staging Area.  Landlord shall not be required to
provide any security or other services (other than elevator service) or
utilities (other than electricity) to the Staging Area, but Landlord shall be
promptly reimbursed by Tenant for any and all costs incurred by Landlord on
account of any use by Tenant of the Staging Area hereunder.  Upon the date
five (5) days following the Fourth Increment Commencement Date, all of
Tenant’s rights under this Section 6.11 shall automatically terminate.


 


17














 


SCHEDULE
1-A TO EXHIBIT C


 


Part I


 


Delivery
Dates for Delivery of Background Plans


 


	
  1.

  	
   

  	
  First
  Increment Office Space:

  	
   

  	
  November 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Second
  Increment Office Space:

  	
   

  	
  December 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Third
  Increment Office Space:

  	
   

  	
  December 31,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Fourth
  Increment Office Space:

  	
   

  	
  December 31,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Plaza
  Building Space:

  	
   

  	
  May 15,
  2004

  



 


Part II


 


Delivery
Dates for Delivery of Restroom Plans


 


	
  1.

  	
   

  	
  First
  Increment Office Space

  (provided, that no Restroom Plans

  shall be delivered for Floor 16):

  	
   

  	
  December 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Second
  Increment Office Space:

  	
   

  	
  December 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Third
  Increment Office Space:

  	
   

  	
  May 15,
  2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Fourth
  Increment Office Space:

  	
   

  	
  May 15,
  2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Plaza
  Building Space:

  	
   

  	
  Not
  applicable

  



 


All
Restroom Plans will be “permit ready” and provide for a level of quality and
quantity for the restrooms which shall be equal to, or better than, the
restrooms reflected described in the Standard Restroom Plans defined in Section 1cc)
(xii) of Schedule 1-B to Exhibit C.


 


SCHEDULE 1-A TO

EXHIBIT C


 


1

















 


SCHEDULE
1-B TO EXHIBIT C


 


SOUTH TOWER
BASE BUILDING WORK


 


1.                                      Base Building Work.


 


With
respect to each Increment of Space (and any Added Hold Space (if any)) located
in the South Tower, Landlord shall perform the following work in a first class
manner and in accordance with Section 2 hereof (the “South Tower Base Building Work”) with
respect to such Increment of Space.


 


(a)                                  Demolition Work.


 


(i)                                     First Increment Office Space.  Landlord shall complete the demolition
and removal of existing tenant improvements (so as to return each such floor to
core and shell condition in accordance with and to the extent provided in the
South Tower Increment Background Plans for the First Increment Office Space) on
Floors 16, 18, 19, and 21, as well as the demolition of the existing restrooms
on Floors 18, 19, and 21.


 


(ii)                                  Second Increment Office
Space.  Landlord shall complete the demolition
and removal of existing tenant improvements (so as to return each such floor to
core and shell condition in accordance with and to the extent provided in the
South Tower Increment Background Plans for the Second Increment Office Space)
(as well as the demolition of the existing restrooms on Floors 20 and 22) on
Floors 20 and 22.


 


(iii)                               Third Increment Office Space.  Landlord shall complete the demolition
and removal of existing tenant improvements (so as to return each such floor to
core and shell condition in accordance with and to the extent provided in the
South Tower Increment Background Plans for the Third Increment Office Space)
(as well as the demolition of the existing restrooms and Floors 13 and 17) on
Floors 13 and 17.


 


(iv)                              Fourth Increment Office
Space.  Landlord shall complete the demolition
and removal of existing tenant improvements (so as to return each such floor to
core and shell condition in accordance with and to the extent provided in the
South Tower Increment Background Plans therefor) (as well as demolition of
existing restrooms on Floors 12, 11, 10 and 9) on Floors 12, 11, 10 and 9.


 


(v)                                 Added Hold Space.  In the event that Tenant elects to
lease any Hold Space pursuant to Section 1.6 of the Lease, Landlord shall complete
the demolition and removal of existing tenant improvements (so as to return
each such floor to core and shell condition in accordance with and to the
extent provided in the South Tower Increment Background Plans for any such
Added Hold Space) (as well as demolition of any existing Restrooms) in such
Added Hold Space.


 


(b)                                  Asbestos Abatement.


 


(i)                                     If and to the extent such work has not
already been performed as of the date hereof, as part of the South Tower Base
Building Work for each Increment of Space (and each portion of each Increment
of Space), Landlord shall, prior to the Delivery Date for each Increment of
Space cause all ACM in such Increment of Space to be abated in accordance with
Landlord’s Asbestos Abatement Plan (defined in this Section 1(b)(i),
below) (or, subject to subparagraph (b)(ii) below, if and to the extent
Landlord’s Asbestos Abatement Plan calls for enclosure and/or encapsulation of
ACM in particular locations, to be enclosed and/or encapsulated) in accordance
with Landlord’s Asbestos Abatement Plan, the ACM Scope and all applicable Laws
such that following such abatement, no ACM shall remain in the applicable
Increment of Space  (or Added Hold Space) other than ACM enclosed and/or
encapsulated in accordance with Landlord’s Asbestos Abatement (c) Plan
(and residual airborne ACM (“Permissible
Residual ACM”) at levels which are permissible (and do not require
abatement) under either applicable Laws or Landlord’s Asbestos Abatement Plan)
(such work to be so performed is referred to herein as the “South Tower ACM Abatement Work”). 
For purposes of this work Letter, as to any particular portion of the Premises
with respect to which ACM is to be abated therefrom following the Effective
Date, “ACM Scope” shall mean (i) removal
and disposal of all accessible ACM and ACM fireproofing from the following
south Tower floor core areas: toilet rooms, janitor’s rooms, telephone rooms,
storage/vending rooms, freight lobbies and passenger lobbies, (ii) 
removal of fireproofing from the South Tower floor decking, I-bearns, spandrel
beams, cross bracing and interior columns, (iii) removal of al ACM floor
tile and mastic, all carpet glue containing ACM and all TSI piping and elbow
material, (iv) installation of perimeter sheet metal panels at the void between
existing columns at the window pockets (where the ACM cannot feasible be
removed) and (v) compliance with the requirements of Attachment I-B(1) attached
hereto (entitled  “Project Closeout”,
“Work Area Clearance” and “Removal of Asbestos-containing Materials”.


 


1

















 


(ii)                                  In addition, prior to the Delivery Date for
each Increment of Space, Landlord shall provide Tenant with an asbestos
abatement report (“South Tower Asbestos
Abatement Report”) in form and substance consistent with customary
commercial practices, which report shall state the locations (the “Known Encapsulation/Enclosure Areas”) of
any ACM in such Increment of Space that has been enclosed or encapsulated in
accordance with Landlord’s Asbestos Abatement Plan.  As used herein, “Landlord’s Asbestos Abatement Plan” is
that certain asbestos abatement plan in effect from time to time and available
for review by Tenant at the Project Management Office; provided, however, that
in all cases of South Tower ACM Abatement Work, Landlord’s Asbestos Abatement
Plan shall mean, at a minimum: (A) removal of all ACM from the ceiling and
exposed interior core columns, (B) enclosure of all ACM contained on
window columns and (C) encapsulation of all ACM located under or behind
the perimeter HVAC induction units.  Those areas of each floor of the
South Tower Premises where, pursuant to Landlord’s ACM Abatement Plan, ACM
(other than Permissible Residual ACM) shall remain (in an enclosed or
encapsulated state) are:  (1) the exterior window columns described
in clause (B) of the preceding sentence, (2) under and/or behind the
perimeter HVAC induction units, (3) behind core walls, (4) on the
interior side of all beams running through the stairwells, elevator shafts and
the main air/mechanical shafts and (5) on the outer aspect of the spandrel
beams (collectively, “South Tower Known
Encapsulation/Enclosure Areas”).


 


(c)                                  Base Building/Systems and
Equipment.


 


Subject
to the provisions hereof, as part of the South Tower Base Building Work, for
each Increment of Space, Landlord shall, on or before the applicable
Commencement Date (subject to Sections 1.1.1) and cause the following items to
be in place in and about such Increment of Space, and as appropriate, in and
about the South Tower (all of which shall be considered part of the South Tower
Base Building Work).  In addition, where such items are within (or are
intended to service) a particular Increment of Space and are intended to
operate or function in a particular manner, such items shall be placed in good
working condition.


 


(i)                                     South Tower Shell.      The South
Tower shell and exterior, including perimeter window frames, seals, mullions
and glazing in good condition.


 


(ii)                                  South Tower Core.      The South
Tower core, including, without limitation, mechanical, electrical, fire
sprinkler, plumbing, and/or life-safety systems in accordance with applicable
Codes (defined in Section 2, below) and as required for connection of
Tenant’s distribution in such Increment of Space.


 


(iii)                               Drywall. Drywall (fire taped, unpainted and ready for
paint) at core and perimeter walls and columns and in conformance with
applicable fire ratings.


 


(iv)                              Doors.  Project standard door, frame and
hardware assemblies at core locations including stairwells, restrooms, and
electrical, telephone, mechanical, and janitorial rooms (“Core Service Rooms”). The Core Service
Rooms shall have concrete or finished floors (per Project Standards) and
lighting and convenience electrical power as specified in the South Tower
Increment Background Plans for each Increment of Space.


 


(v)                                 Public Access.  Public stairwells and associated
legal paths of egress shall be as required under the Codes, and shall be
delivered clean and well lighted.


 


(vi)                              Core Electrical Rooms.  Core electrical rooms shall be
complete with all required feeders, transformers, panels, and associated
equipment as required to provide electrical service in accordance with the
Lease, suitable for distribution by Tenant within such Increment of Space. 
Each floor of such Increment of Space shall have at least two (2) 277/480
volt, 42 circuit and two (2) 120/208 volt, 42 circuit panelboards and one (1) 75
KVA transformer in good working condition to provide service on such floor;
provided, however, that Landlord shall not demolish (and shall leave in place)
any additional panels or transformers located in or about such Increment of
Space.


 


(vii)                           Fire Sprinkler System.  Primary fire sprinkler system
consisting of main piping, control valves, and lateral piping and sprinkler
heads as required to meet Codes for an unoccupied premises and capable of
accommodating Tenant’s distribution within such Increment of Space, subject to
the terms of Section 2, below.


 


(viii)                        Fire/Life Safety System.  Life safety systems as required
by applicable building codes on a core only basis, including all required exit
signs; alarm and communication systems within the janitor’s closet, telephone
and electrical rooms, service elevator lobby area, stairwells, toilet rooms;
life safety terminal cabinets, with terminal cabinets ready for book-up by
Tenant; and electrical power necessary for Tenant’s strobes, speakers and smoke
detectors, etc. to the extent the quantity of such devices is consistent with
that found in tenant spaces in Comparable Buildings.


 


SOUTH TOWER

BASE BUILDING

WORK


 


2

















 


(ix)                                Floors.   Concrete floors, level to
one-quarter (1/4) inch variation per ten linear feet on a non-cumulative basis
(the “Level Standard”), prepared
to accept installation of standard tenant improvement floor finishes without
further treatment (and areas of significant damage to the floor shall be
patched so as to prepare such areas to accept standard tenant improvement floor
finishes).  Subject to the provisions of this subparagraph, if Tenant
shall, during its inspection of an Increment of Space (or Added Hold Space or
Expansion Space) identify any areas of any concrete floor within such Increment
of Space (or Added Hold Space or Expansion Space) with significant, material
deviations from the Level Standard, and if Tenant shall within ten (10) days
following the Delivery Date for such Increment of Space (or Expansion Space)
correctly notify Landlord in writing of the existence of such material variation
(a “Floor Variation Notice”), then
Landlord shall, at Landlord’s expense, perform the work necessary to cause such
concrete floor in such area to be leveled to a standard of one-quarter (1/4)
inch variation per twenty feet (the “Floor
Leveling Work”).  Notwithstanding any provision of the Lease or
this Work Letter to the contrary, Tenant’s failure to deliver a Floor Variation
Notice for a particular Increment of Space (or any such significant material
variation contained therein) within such ten (10) day period shall
automatically and conclusively be deemed to be a waiver by Tenant of any
further rights of Tenant under this subparagraph (ix) with respect to such
Increment of Space; provided, however, that notwithstanding the above, if
Tenant shall deliver a Floor Variation Notice after such ten (10) day
period notifying Landlord: (a) of the presence of an area (or areas) of
any concrete floor within any Increment of Space (or Expansion Space) where
there is a significant, material deviation from the Level Standard and (b) that
such materially deviation will unreasonably interfere with Tenant’s
construction or installation of its Tenant Improvements in such Increment of
Space (or Expansion Space), then Landlord shall, at Landlord’s expense, within
a commercially reasonable time after Landlord’s receipt of such Floor Variation
Notice, perform the Floor Leveling Work with respect to such area and, except
to the extent that Landlord does not perform such Floor Leveling Work within a
commercially reasonable time following Landlord’s receipt of such Floor
Leveling Notice, no Commencement Date Delay shall be deemed to have occurred
and Landlord shall not be responsible for any increased construction or other
costs incurred by Tenant with respect to such Tenant Improvements Increment (or
Expansion Space Improvements) as a result of Landlord’s performance of the
Floor Leveling Work in such Increment of Space (or Expansion Space).


 


(x)                                   HVAC Interior Systems.   Multiple supply air ducts within
such increment of Space, capable of supplying cooled and heated air to tenant
space; supply and return air for elevator lobby; and supply and exhaust air for
toilet rooms.  Pneumatic control loop around core for control of tenant
spaces.


 


(xi)                                Common Elevator Lobbies.  Common elevator lobbies for each floor within
such Increment of Space, including finished elevator doors, emergency egress
signage, Braille floor numbering signs, call lanterns, call buttons fire alarm
devices, and fire department connections.


 


(xii)                             Restrooms.  Mens’ and Womens’ restrooms on each floor of
such Increment of Space completed in accordance with those certain restroom
renovation drawings and specification for Floor 44 of the South Tower (a copy
of which Tenant acknowledges has been provided to Tenant) (“Standard Restroom Plans”), with plumbing
fixtures, ceramic tile floors, recessed accessories, partitions/dividers,
ceiling and lighting, and running warm and cold water, all modified to provide
for full compliance with all applicable Codes; provided, however, that Landlord
reserves the right to substitute (for purposes of the Standard Restroom Plan)
finishes and/or fixtures and other equipment of equal or greater quality than
that shown on the Standard Restroom Plans delivered to Tenant.


 


(xiii)                          Exit Signage.  Illuminated exit signage at
stairwells and elevator lobbies (with not less than two (2) power sources
for each exit sign) and otherwise as required for compliance with all
applicable Codes for an unoccupied premises.


 


(xiv)                         HVAC Induction Units.  For all portions of such Increment of Space
with HVAC perimeter induction units, the HVAC perimeter induction units shall
be in good working order.  In addition to the foregoing (for those
portions of any Increment of Space not intended to be served by the HVAC
perimeter induction units), the internal space HVAC system, inclusive of
control loops and control systems, shall be in good working order.


 


(xv)                            Telecommunications.  As to such Increment of Space,
telecommunications riser capacity reasonably sufficient and available for
normal office tenant telecommunications cable use (without further charge by
Landlord) from the MPOE (minimum point of entry) as to the South Tower to the
main telephone terminal located in the telephone/electrical room on each floor
of such Increment of Space and available for branching by Tenant of lines
throughout such Increment of Space.


 


3

















 


(xvi)                         Window Coverings.  Window coverings for each floor within
each Increment of Space of the type specified in the Specifications (Schedule
2).  Notwithstanding any provision to the contrary contained in the Work
Letter or this Schedule to the contrary, Tenant acknowledges and agrees that
Landlord shall not be required to install the window coverings until after
Tenant has finished construction of all partitions (and related work) but not
before the installation of Tenant’s floor finishes within a particular
Increment of Space and Landlord’s work with respect to window coverings may
proceed without interference or the possibility of a claim of Landlord Delay.


 


(xvii)                      Core Service Room Signage.  All Base Building core service rooms shall
contain such signage as is required by all applicable Laws.


 


2.                                      Compliance with Law.


 


For each increment of Space
(and any Added Hold Space) located in the South Tower, the South Tower Base
Building, as constructed by Landlord, shall be in compliance with applicable
building codes, life-fire safety codes, physical disability codes, and other
applicable laws (collectively, “Codes”)
applicable to the South Tower Base Building Work, to the extent that such
compliance is required (or would be required) to comply with Codes in effect
(and as enforced) (for unoccupied space, without tenant improvements) as of the
date of Substantial Completion of the Tenant Improvements in each such
Increment of Space (or Added Hold Space) (or the Commencement Date for such
Increment of Space, whichever date is earlier) as required to obtain a
certificate of occupancy, a temporary certificate of occupancy, or any writing
permitting legal occupancy of such Increment of Space by Tenant; provided,
however, that (with respect to any obligation of Landlord for compliance with
Codes or Laws set forth in this Work Letter) Landlord may utilize any exemptions,
variances and/or grandfather provisions contained in any Code to effect
compliance therewith; provided, further, however, that to the extent that
Landlord utilizes any such exemptions, variances and/or grandfather provisions
to effect compliance with Codes applicable to the South Tower Base Building
Work in any Increment of Space (or Added Hold Space), and Tenant is, in the
future, required to perform remedial work (because Tenant is going to make
subsequent Alterations or repairs, or because of a governmental requirement)
with respect to any of the South Tower Base Building Work (“Remedial South Tower Base Building Work”)
in such Increment of Space (or Added Hold Space) in order to comply with
applicable Codes  which were in effect as of the date of Substantial
Completion of the Tenant Improvements in such Increment of Space (or Added Hold
Space), and which Tenant would not otherwise have been required to perform but
for the use by Landlord of such exemptions, variances and/or grandfather
provisions, Landlord shall, at Landlord’s election, (a) perform such
Remedial South Tower  Base Building Work or (b) reimburse Tenant
(after receipt of reasonably detailed invoices therefor) for Tenant’s
reasonable, out-of-pocket costs incurred in performing such Remedial South
Tower Base Building Work.  In addition, Landlord shall, at Landlord’s
expense, perform any modifications required to the vertical penetrations in the
South Tower core and in the South Tower Base Building and Common Areas on
floors of the South Tower on which any Increment of Space in the South Tower
Premises is located, to the extent such modifications are required to obtain a
certificate of occupancy, a temporary certificate of occupancy, or its
equivalent for each such Increment of Space as of the date of Substantial
Completion of the Tenant Improvements in such Increment of Space. 
Landlord shall not be required to make upright any fire sprinkler heads or to
replace any elevator fire doors removed by Tenant.


 


4

















 


SCHEDULE
1-C TO EXHIBIT C


 


Minimum
Base Building Work


 


1.                                      All Space.


 


As to each Increment of
Space and all Added Hold Space, “Minimum Base
Building Work” shall mean (a) all South Tower ACM Abatement
Work (as to the South Tower Space in question) and all Plaza Building ACM
Abatement Work (as to all Plaza Building Space), and (b) demolition of
existing tenant improvements in the Increment of Space (or Added Hold Space) in
question substantially in accordance with the Background Plans for such space.


 


2.                                      Restroom Renovation.


 


With respect to the First
Increment Office Space only, Minimum Base Building Work shall also include the
renovation of the restrooms with respect to all floors (other than Floor 16)
within such First Increment Office Space described in Section (c)(xii) of
Schedule 1-B attached to the Work Letter.


 


3.                                      Specific Exceptions to
Minimum Base Building Work.


 


Notwithstanding any
provision of the Lease, the Work Letter or this Schedule to the contrary,
Minimum Base Building Work shall specifically not include any of the following:


 


(a)                                  Except as provided in Paragraph 2 above, any
Restroom Renovation;


 


(b)                                 Window covering installation (subject to the
provisions of Schedule 1-B Section 1(c)(xvi) and Schedule 1-D Section 1(c)(xvii));
and


 


(c)                                  Closure of any stairwell openings on floors
within any such Increment of Space deemed unnecessary by Tenant. 
Stairwell openings will be closed unless Tenant notifies Landlord that it
desires to keep one or more open stairwells prior to the Delivery Date with
respect thereto.


 


1

















 


SCHEDULE
1-D TO EXHIBIT C


 


PLAZA
BUILDING BASE BUILDING


 


1.                                      Base Building Work.


 


With
respect to the Plaza Building Space, Landlord shall perform the following work
in a first class manner and in accordance with Section 2 hereof (the “Plaza Building Base Building Work”) with
respect to the Plaza Building Space:


 


(a)                                  Demolition Work in the Plaza
Building Space. 
Landlord shall complete the demolition and removal of existing improvements in
the Plaza Building Space (so as to return the Plaza Building Space to core and
shell condition in accordance with and to the extent provided in the Plaza
Building Space Background Plans).


 


(b)                                 Asbestos Abatement.


 


(i)                                     Landlord shall, prior to the Plaza Building
Delivery Date, cause all ACM in the Plaza Building Space to be abated (or,
subject to subparagraph (b)(ii) below, if and to the extent Landlord’s
Asbestos Abatement Plan calls for enclosure or encapsulation of ACM in
particular locations, to be enclosed and/or encapsulated) in accordance with
Landlord’s Asbestos Abatement Plan, and all applicable Laws such that following
such abatement, no ACM shall remain in or about the Plaza Building Space other
than Permissible Residual ACM or ACM enclosed or encapsulated in accordance
with Landlord’s Asbestos Abatement Plan.  Landlord’s Asbestos Abatement
Plan shall (A) be consistent with the ACM Scope for the South Tower
Premises set forth in Schedule 1-B (to the extent, such standards would be
applicable under ACM abatement best practices, taking into account the
differences in the nature of the Plaza Building Space and the differences, if
any, in the location of the ACM in the Plaza Building Space with all areas of
ACM selected for enclosure and/or encapsulation to be selected on a basis
consistent with such selection under the South Tower Asbestos Abatement Plan
and the ACM Scope and (B) to the extent applicable to conditions and/or
ACM locations which are not comparable to that found in the South Tower
Premises, shall reflect the same level of best ACM industry and compliance with
Laws as is provided the ACM Scope.  Landlord shall identify with precision
All Known Encapsulation/Enclosure Areas in (as with respect to) the Plaza
Building Space (the “Plaza Building Space
Known Encapsulation/Enclosure Areas”) in a written notice (“Known ACM Areas Notice”) delivered to
Tenant not later than thirty (30) days prior to the Delivery Date for the Plaza
Building Space.


 


(ii)                                  In addition, prior to the date that is thirty
(30) days prior to the Plaza Building Space Delivery Date, Landlord shall
provide Tenant with (in addition to the Known ACM Areas Notice) an asbestos
abatement report (the “Plaza Building
Asbestos Abatement Report”) in form and substance consistent with
customary commercial practices, which report shall state in reasonable detail
the location of any ACM in or adjacent to the Plaza Building Space that has
been encapsulated in accordance with Landlord’s Asbestos Abatement Plan (and
which shall be consistent with the Known ACM Area Notice).


 


(c)                                  Base Building/Systems and
Equipment.  As part
of the Plaza Building Base Building Work, Landlord shall cause the Plaza
Building Space to have the following items in place in and about the Plaza
Building Space; In addition, where such items are within the Plaza Building and
are intended to operate or functions in a particular manner, such items shall
be placed in good working condition.


 


(i)                                     Plaza Building Shell.  The Plaza Building shell and
exterior, including perimeter window frames, seals, mullions and glazing in
good condition.


 


(ii)                                  Demising Walls.  All walls and all other alterations
required to demise the Plaza Building Space, which shall, where applicable,
will include slab to slab metal studs with rated, double dry wall or drywall as
required by applicable Codes.


 


(iii)                               Plaza Building Core Areas.  The Plaza Building core areas,
including, without limitation, mechanical, electrical, fire sprinkler,
plumbing, and/or life-safety systems in accordance with applicable Codes and as
required for connection of Tenant’s distribution within the Plaza Building
Space.


 


(iv)                              Drywall.  Drywall (fire taped, unpainted and
ready for paint) at core, demising and perimeter walls and columns and in
conformance with applicable fire ratings.


 


(v)                                 Doors.  Project standard door, frame and
hardware assemblies at core locations including stairwells, restrooms, and
electrical, telephone, mechanical, and janitorial rooms (“Core Service Rooms”), and leading from the
interior of the Plaza Building Space directly to the outside Plaza Area.


 


(vi)                              Core Service Room.  The Core Service Rooms shall have
concrete or finished floors (per Project Standards) and lighting and
convenience electrical power.


 


(vii)                           Public Access.  Public stairwells and associated
legal paths of egress shall be as required under the Codes, and shall be
delivered clean, well lighted and with a fresh coat of paint.


 


(viii)                        Core Electrical Rooms.  The common core electrical room shall
be complete with all required feeders, transformers, panels, and associated
equipment as required to provide electrical service in accordance with the
Lease, suitable for distribution by Tenant within the Plaza Building
Space.  The common core


 


1

















 


electrical
room shall have 277/480 volt panelboards and 120/208 volt panelboards. 
Emergency power will be available to provide for Code required lighting.


 


(ix)                                Fire Sprinkler System.  Primary fire sprinkler system
consisting of main piping, control valves, and lateral piping and sprinkler
heads as required to meet Codes for an unoccupied premises and capable of
accommodating Tenant’s distribution within the Plaza Building Space, subject to
the terms of Section 2, below.


 


(x)                                   Fire/Life Safety System.  Life safety systems as required by
applicable building codes on a core only basis, including all required exit
signs; alarm and communication systems within the telephone and electrical
rooms, stairwells, toilet rooms; life safety terminal cabinets, which terminal
cabinets shall be ready for hook-up by tenant; and electrical power necessary
for tenant’s strobes, speakers and smoke detectors, etc. to the extent the
quantity of such devices is consistent with that found in tenant spaces in
Comparable Buildings.


 


(xi)                                Floors.  Concrete floors level to within
one-quarter (1/4) inch variation per ten (10) linear feet on a
non-cumulative basis, prepared to accept installation of normal tenant
improvement floor finishes without further treatment (except that areas of
significant damage to the floor shall be patched so as to prepare such areas to
accept normal tenant improvement floor finishes); provided, however, that
Tenant acknowledges that (a) in all cases Landlord shall be permitted to
leave in place (and shall not be required to perform any floor leveling work
with respect to those portions of the Plaza Building Space which are currently
covered with granite floor covering and (b) following demolition of the
other floor coverings in the Plaza Building Space (other than the granite floor
covering), there shall remain a difference in floor level between the area
covered by the granite floor and all other areas, which difference in level
Tenant agrees to accept (and to not require work by Landlord to equalize).


 


(xii)                             HVAC.  Existing air-conditioning unit AC-87
supplied cooling to the Plaza Level northeast portion branch bank space. 
Unit has a maximum air handling capacity of 26,700 cfm and nominal 90 tons of
cooling capacity.  Unit includes supply fan, chilled water cooling coil,
and 85% efficiency filters.  Additionally, the ventilation outside air has
charcoal filters for removal of pollutants in the ventilation air. 
Heating is by hot water reheat coils in the tenant furnished terminal air
units.  Source of hot water is building heating hot water boilers. 
Hot water supply and return pipes are provided within the tenant space. 
Main supply air ducts are existing in the space.  Control is pneumatic.


 


(xiii)                          Restrooms.  Restrooms shall not be part of the
Plaza Building Base Work; Tenant has agreed to construct necessary restrooms
within its Plaza Building Space as part of its Tenant Improvements therein.


 


(xiv)                         Exit Signage.  Illuminated exit signage at
stairwells (with not less than two (2) power sources for each exit sign)
and otherwise as required for compliance with all applicable Codes for an
unoccupied premises.


 


(xv)                            Telecommunications.  As to the Plaza Building Space,
telecommunications riser capacity reasonably sufficient and available for
Tenant’s telecommunications cable use (in accordance with SBC standards and
without further charge by Landlord) from the MPOE (minimum point of entry) to
the main telephone terminal locations in the Plaza Building Space and available
for branching by Tenant of lines throughout the Plaza Building Space.


 


(xvi)                         Entry Doors.  Double door glass entry doors
conforming to the specifications for the adjacent Plaza Building’s entry doors.


 


(xvii)                      Window Coverings.  Window coverings for the Plaza
Building Space of the type specified in the Specifications (Schedule 2). 
Notwithstanding any provision to the contrary contained in the Work Letter on
this Schedule to the contrary, Landlord shall not be required to install the
window coverings until after Tenant has finished construction of all partitions
(and related work), but not before the installation of Tenant’s floor finishes
within the Plaza Building Space, and Landlord’s work with respect to window
coverings may proceed without interference or the possibility of a claim of
Landlord Delay.


 


2.                                       Compliance with Law.


 


The
Plaza Building Space, as constructed by Landlord, shall be in compliance with
applicable Codes applicable to the Plaza Building Base Building Work, to the
extent that such compliance is required (or would be required) to comply with
Codes (for unoccupied space, without tenant improvements) in effect (and as
enforced) as of the date of Substantial Completion of the Plaza Building Tenant
Improvements (or the Commencement Date therefore, if earlier) as required to
obtain a certificate of occupancy, a temporary certificate of occupancy or any
writing permitting legal occupancy of such Plaza Building Space by Tenant;
provided, however, that (with respect to any obligation of Landlord for
compliance with Codes or Laws set forth in this Work Letter) Landlord may
utilize any exemptions, variances and/or grandfather provisions contained in
any Code to effect compliance therewith; provided, further, however, that to
the extent that Landlord utilizes any such exemptions, variances and/or
grandfather provisions to effect compliance with Codes applicable to the Plaza
Building Base Building Work, and Tenant is, in the future, required to perform
remedial work (because Tenant is going to make subsequent Alterations or
repairs or because of a government requirement) with respect to any of the
Plaza Building Base Building Work (“Remedial
Plaza Building Base Building Work”) in the Plaza Building Space in
order to comply with applicable Codes which were in effect as of the date of
Substantial Completion of the Plaza Building Tenant Improvements, and which
Tenant would not otherwise have been required to perform but for the use by
Landlord of such exemptions, variances and/or grandfather provisions, Landlord
shall, at Landlord’s election, (a) perform such Remedial Plaza Building
Base Building Work or (b) reimburse Tenant (after receipt of reasonably
detailed invoices therefor) for Tenant’s reasonable, out-of-pocket costs
incurred in performing such Remedial Plaza Building Base


 


PLAZA BUILDING

BASE BUILDING


 


2

















 


Building
Work.  In addition, Landlord shall, at Landlord’s expense, perform any
modifications required to the vertical penetrations in the Plaza Building and
in the Plaza Building Base Building and Common Areas on the ground floor of the
Plaza Building, to the extent such modifications are required to obtain a
certificate of occupancy, a temporary certificate of occupancy, or its
equivalent for the Plaza Building Space as of the date of Substantial
Completion of the Plaza Building Tenant Improvements.  Landlord shall not
be required to make upright any fire sprinkler heads or to replace any elevator
fire doors removed by Tenant.


 


3

















 


SCHEDULE 2
TO EXHIBIT C


 


TENANT
IMPROVEMENT SPECIFICATIONS


 


1














 


Thomas
Properties Group, LLC


 


TENANT
IMPROVEMENT SPECIFICATIONS


 


FOR THE
SOUTH TOWER


 


CAUTION — ARCO Plaza contains
asbestos.  Any work, which may come in contact with asbestos, must be
coordinated through the Office of the Building.  An independent air monitoring
company and a building approved asbestos removal contractor must be present
during all work in asbestos-containing areas.


 


1.               Demising Partition


 


1.               21/2” – 25 gauge metal studs at 24” on center from floor slab to slab
above.


 


2.               5/8” drywall.  One layer on each side.


 


3.               11/2” batt insulation between studs (R-8 rated).


 


4.               Partition taped, mudded, and sanded smooth to
receive paint or wall covering (three-coat application).


 


5.               Partition to be fire taped to underside of
ceiling to slab above.


 


6.               All demising walls will need access opening
for return air.  Contractor shall frame as required.  Air flow
quantities through the return air openings/sound traps should include all air
that must get to the main R.A. shafts and be sized at 500 F.P.M. free area.


 


7.               All return air openings will have a sound
trap supplied and installed by the HVAC contractor.


 


2.               Interior Partition


 


1.               21/2” - 25 gauge metal studs at 24” on centers.


 


2.               5/8”
drywall.  One layer on each side.


 


3.               Partition taped and sanded smooth to receive
paint or wall covering.


 


4.               Height from floor slabs to ceiling grid
approximately 8’-10”.  Floors 13, 37, 49, 50 & 51 are higher.


 


5.               Partitions to be diagonally braced per code.


 


6.               Any partition that butts into the exterior
window walls must be finished on the side that meets the window glass to match
the existing dark anodized aluminum window mullions.


 


3.               Corridor and Interior Door
Assembly


 


1.               3’ x full height x 13/4” solid core white oak rift cut door, 20-minute fire rating (UL
labeled).  Landlord shall permit in “back of the house” areas (which are
not expected to be used for public traffic or for normal customer contact) “p-lam”
doors to be substituted for Building Standard doors.


 


2.               3’ x full height anodized bronze frame. 
Western Integrated Materials, Inc., 9859 E. Alpac, South El Monte, CA
91733, (818) 443-0715 with 20 minute fire rating (UL labeled).


 


3.               HINGES Two pair of 41/2” x 4” ball bearing butt hinges.  McKinney #TA 2731, 613 finish
Interior door hinges to be two pair 41/2” x 4” McKinney #T-2731, 613 finish.


 


4.               ENTRY LOCK SET to be SCHLAGE #L9453, lever
06, finish 613.


 


5.               INTERIOR LOCKSETS to be SCHLAGE L9050, 613
finish, lever 06, 33/4” backset.


 


6.               LOCK KEYWAYS to be: (SCHLAGE)


 


7.               FIRE EXIT STAIRWAY DOOR LOCKSETS to be SCHLAGE
L9060, 613 finish, lever 06.


 


8.               LATCHSETS to be SCHLAGE L9010, 613 finish,
lever.


 


9.               Restroom doors to have SCHLAGE L9060 LOCKSET,
613 finish, lever 06.


 


10.         DOOR CLOSERS to be LCN 4040 smoothie, 613
finish.  DOOR CLOSERS for handicap doors to be LCN 4041 smoothie, 613
finish.


 


11.         Door stop. Quality #331 ES, 10B finish.


 


12.         The BUILDING LOCKSMITH will do all keying of
lock cylinders.  Contractor must have all lock cylinders and key/tenant
drawing information in the hands of the building locksmith at least 10 working
days prior to move in of tenants.


 


4.               Magnetically Held Doors (which form part of the fire rated existing
corridors)


 


Revised November 18, 2003


 


1

















 


1.               All magnetically held doors throughout the
entire tenant space must release when any alarm device is activated on the
floor.  All doors held open by magnetic devices shall be acceptance tested
by AHJ.  Fire exit doors along the egress path of travel, require special
attention to this detail.


 


2.               Contractor responsible for furnishing and
installing wiring, conduit and boxes required for item 1 above and shall
coordinate the door closure with the Building’s Fire Alarm contractor. 
Door holders shall be suitable for connection with the base building fire alarm
system.


 


5.               Ceiling System


 


1.               Donn Fineline with Armstrong Cirrus
Travertone #9760 24” x 24” tiles.


 


2.               Hard Ceilings:

Hard Ceilings may not be installed without
written permission from the Office of the Building.


 


3.               Access doors are required at all Damper
Motors, VAV boxes, Fire Life Safety junction boxes, A/C duct access doors, duct
damper handles, etc.


 


If Hard Ceilings are
approved by the Office of the Building, all mechanical or electrical equipment
including mixing dampers, VAV boxes, electrical junction boxes, Life Safety
Speakers, etc. must be moved out of the area above the Hard Ceiling or access
doors must be installed at all of the above mentioned locations.


 


The Office
of the Building must inspect all areas above the Hard Ceiling area before any
Hard Ceiling areas can be installed.


 


6.               Painting


 


1.               Flat finish interior latex paint by Sinclair
Colors to be selected from Building Standards.


 


2.               All paints and stain must be water-based
materials only.


 


3.               All painting is to be done after normal
business hours to contain odors.  Prior written approval by the Owner will
be required to paint during normal business hours.


 


7.               Wall Base


 


1.               4” vinyl base (Roppe or Burke).


 


2.               Colors to be selected from Building
Standards.


 


8.               Floor Covering (Building
Standard)


 


1.               Vinyl composition tile 3/22” Axrock or
Kentile.


 


2.               Carpet - Bentley Winchester 32 oz. 
Ultron 3D Premium yarn either glue down or padding.


 


3.               Color to be selected from Owner’s standard
samples.


 


4.               It is strongly suggested that Carpet Tiles be
used over the Walker Duct areas to allow for access.


 


9.               Window Coverings


 


1.               Roller Shades –


 


a.               Screencloth – 3G Mermet, Super twill 300,
Charcoal - Pewter


 


b.              Mechanism/Clutch – Nysan Chain Operator, lift
assist, stainless steel chain


 


10.         Glass Sections and
Sidelights


 


1.               Use Western Integrated Materials, Inc. 
Part numbers 315–1 through 315–7 x, as needed.  All glass to be
safety glass per code.


 


11.         Lighting Fixtures


 


1.               Building Standard Fluorescent Fixtures:


 


a.               2’ x 4’ recessed fixture with 3” high, 18
cell, low iridescent, diffuse parabolic louver; with two or three F32T8, 3500
degree K lamps, CRI 90 or higher; electronic ballast with 10% THD. 
Metalux Cat. No. 2EP3S (2 or 3) 32T8S361EB or equivalent products of
Columbia, Lightolier or Lithonia.


 


b.              2’x2’ recessed fixture with 3” high, 9 cell,
low iridescent diffuse parabolic louver; with two or three F32T8-U6, 3500
degree K lamps, CRI 90 or higher; electronic ballast with 10% THD.


 


2

















 


Metalux Cat. No. 2EP3SX
(2 or 3) U6T8S33IEB or equivalent products of Columbia, Lightolier or Lithonia.


 


c.               Compact fluorescent recessed downlight with
7-3/8 inch aperture, 32 watt triple fluorescent lamp and electronic
ballast.  Halo No. C7032-7050 or equivalent products of Lightolier or
Lithonia.


 


d.              Compact fluorescent recessed wall wash
fixture with 7-3/8 inch aperture, 32 watt triple fluorescent lamp and
electronic ballast.  Halo No. C7032-7010 or equivalent products of
Lightolier or Lithonia.


 


2.               Emergency lighting shall be provided as
required by code and connected to building emergency circuits.


 


3.               Non-standard fluorescent fixtures shall have
T-8 lamps and electronic ballasts.  The building is not responsible for
maintaining non-standard lighting or replacing lamps in non-standard fixtures.


 


4.               Where 2’x4’ recessed building standard
fixtures are visible from outside the building, they shall be placed with the
four foot dimension in the east-west direction.


 


5.               Building standard exit signs shall be Lithonia
Precise, edge lighted, with 6-inch high green letters on clear background, LED
lamps, two-circuit for connection to building normal and emergency power
systems.


 


12.         Light Switching


 


1.               Lighting in all areas shall be controlled by
occupancy sensors.  Wall mounted sensors shall be Novitas #01-400 single
or dual level; ceiling mounted sensors shall be Novitas of the required type.


 


13.         Receptacle and Telephone
Outlets


 


1.               Duplex wall receptacles shall be 20 amp, 120
volt, NEMA 5-20R, Leviton No. 16362-HGW, white decora with white plastic
plate.


 


2.               Pedestal service fittings on cellular decking
system shall be Wiremold of the desired configuration.


 


3.               Receptacles shall be installed in 4/S box,
minimum size.


 


4.               Telephone outlets shall be installed in minimum
4/S box with EMT conduit, 3/4 inch minimum size, up to ceiling space. 
Cover plates shall be white plastic.


 


14.         Electrical Wiring System


 


1.               All wiring shall be installed in
code-approved conduit system, except that wiring for recessed lighting in demountable
ceilings may be relocatable, plug-in type of a manufacturer approved by the
building.


 


2.               Conduit installed above demountable ceilings
shall be supported independent from the ceiling system.


 


3.               New panelboards and transformers if required
shall be G.E. to match existing.


 


4.               Existing cellular decking system may be used
for tenant power and telephone wiring if desired.


 


5.               No tenant electrical or telephone equipment
can be installed in building electrical or telephone rooms.


 


6.               No tenant equipment other than required
emergency lighting and exit signs can be connected to the building emergency
system.


 


15.         Fire Alarm System Additions shall be Pyrotronics equipment and installed
by the building approved contractor.  All fire alarm wiring shall be installed
in conduit, except that wiring for speakers and strobes may be installed with
approved plenum rated cable.


 


16.         Power Metering


 


1.               Power for all over-standard equipment such as
computers, telephone switches, supplementary air condition, food service
equipment, etc., shall be separately metered by the Tenant.


 


2.               Meters shall be E-MON D-MON with meters
located in the building electrical room.


 


17.         HVAC Tenant Design Criteria


 


3

















 


1.               General:  The design of the tenant HVAC
system shall comply with the Uniform Building code as amended by the City of
Los Angeles, City of Los Angeles Fire Code, California Title 24 Energy
Conservation Code for office buildings and other applicable codes and
industrial safety orders.


 


2.               Tenant Zones – (Typical Floors excluding
Ground Floor):


 


a.               Private offices and open office areas are not
to be connected to the same zone.  Applicable to interior zones.


 


b.              If there is a high heat loan for a room, it
shall have a separate zone and a supplementary cooling system, if needed.


 


c.               Lunch rooms, pantry and coffee rooms shall
have separate zones and ducted exhaust.


 


d.              Do not locate acoustically sensitive areas
next to duct shafts or elevator.


 


3.               Design Conditions:


 


	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  	
   

  
	
  a.       Outside Dry Bulb:

  	
   

  	
  99°F

  	
   

  	
  41°F

  	
   

  
	
  Outside Wet Bulb:

  	
   

  	
  72°F

  	
   

  	
  —

  	
   

  
	
  Inside Dry Bulb:

  	
   

  	
  75°F

  	
   

  	
  70°F

  	
   

  
	
  Inside Relative Humidity:

  	
   

  	
  30%-60%

  	
   

  	
  30%-60%

  	
   

  
	
  Mean Daily Range:

  	
   

  	
  21°F

  	
   

  	
  —

  	
   

  



 


b.              Minimum Ventilation: Per ASHRAE Standard
62-1989 or 15.0 CFM/100 square feet, whichever is higher.


 


c.               Maximum Air Supply: Maximum average air
supply rate of 0.8 CFM/square foot of conditioned space in interior zones.


 


4.               Interior Loads:


 


a.               Lights:  1.5 watts/square foot
maximum.  1.2 watts/square foot average.


 


b.              Miscellaneous Equipment:  Maximum
continuous heat output equal to 2.0 watts/square foot (6.6 BTU/square foot of
conditioned space.)


 


c.               People:  150 square feet/person.


 


5.               Air Handling System:


 


a.               Perimeter zones of building – induction
units: Each unit with a thermostatically controlled valve for cooling and
heating control.  Ventilation outdoor air to these units is from the
primary air system.  Induction units will provide cooling and heating to
offset solar, transmission, lighting, power and people load for a perimeter
zone depth of 15 feet maximum.


 


b.              Interior zones of building: Multiple central
station air handler units located in mechanical equipment floors.  Each
unit has duct riser serving multiple floors.  Total of five riser outlets
per floor.  Tenant HVAC designer to ensure uniform loading of each riser
takeoff on each tenant floor.


 


6.               Return Air:


 


a.               Any room with a door, which is larger than a
4’ X 6’ closet, must have a Return Air grill; in exterior rooms, this must be a
11/2 “
wide continuous slot or 2’ X 2’ return grills as close as possible to the
windows.  In concealed-spline ceilings and lay-in tile ceilings, Return
Air grills shall be 2’ X 2’ minimum.


 


b.              No rooms adjacent to the areas of the core
that have main Return Air stubs or intake opening are allowed to have the walls
that go slab-to-slab.  Additionally, communication, telephone, computer
and data rooms are prohibited in these locations.


 


c.               If exterior room or interior room walls are
slab-to-slab, the drywall may not go above the ceiling on the door side. 
Alternatively, a Return Air opening from the room ceiling plenum to the common
ceiling plenum shall be provided.  The opening shall be sized at no more
than 300 fpm return air velocity.  Where an acoustical boot is required at
the Return Air opening, size the boot at no more than 0.01” wg pressure loss.


 


18.         Mechanical Air Conditioning
Specifications: Demolition and Removal


 


4

















 


1.               All unused or abandoned ductwork and piping
within the tenant remodel areas shall be removed back to the next tap upstream
and blanked off or capped.  Use sheet metal screws to secure cap and duct
sealer, duct tape not allowed.  Unwanted fire dampers and other devices in
re-used existing ductwork shall be removed and ductwork put back together and
sealed airtight.


 


19.         Ductwork: Shall Be
Galvanized Sheet Metal, meeting ASTM 526 64T


 


1.               All ducts shall be constructed and installed
according to the latest “SMACNA” manual, or Chapter 10 of the Uniform
Mechanical Code, whichever is the most stringent.  Ductwork downstream of
terminals shall be 2” wg class.  Ductwork upstream of terminal units shall
be 3” wg class.


 


2.               Flexible ducts:


 


a.                    General: Factory pre-insulated, spiral helix
spring permanently bonded to an interior liner and sheathed in an exterior
vapor barrier-jacket.


 


a.               Thermal Rating: R4 minimum


 


b.              Fire Rating: U.L. 181, Class I.


 


b.                   Low Pressure Type: Thermaflex M-KA, Johns
Manville Micro-Aire J/FLX SL, Owens-Coming fiberglass Valuflex, CertainTeed
flexible air duct, or Casco flex.


 


a.               Rating: Up to 1-1/2” w.g. positive or 1/2”
w.g. negative pressure, 2,500 FPM maximum velocity.


 


b.              Application: Final connection to diffusers or
grilles.


 


c.               Maximum Length: Not to exceed 7 feet.


 


c.                    High-Pressure Type: Johns Manville Micro-Aire
J/FLX SL with high-pressure attachments; CertainTeed, Certaflex or Thermaflex
M-KC.


 


a.               Rating: Up to 6” w.g. positive or 1-1/2” w.g.
negative pressure, 4,000 FPM maximum velocity


 


b.              Application: Upstream connections to air
terminal units.


 


c.               Maximum Length: Not to exceed 5 feet.


 


3.               Elbows for ducts with a width or 12 inches
and less shall be radius type with the throat radius equal to the duct width.


 


4.               Ductwork Accessories:


 


a.                    Hardware: Ventlok or equal.


 


b.                   Access Doors and Panels:


 


c.                    Large Doors: Fabricate per SMACNA details for
double wall insulated type where used in insulated systems; single wall type in
non-insulated systems.


 


d.                   Small Doors or Panels: Same as for large
doors or Ventlok, Air Balance, Inc., or United Sheet Metal pre-manufactured
type with transparent vision element.


 


e.                    Duct Tape: Not allowed.


 


f.                      Duct Sealant: Tuff-Bond No. 12, United
McGill Corporation “Uni-Grip” duct sealant, or equal.


 


g.                   Flexible Connectors: Neoprene coated glass
fabric having flame spread rating of 20 and smoke development rating of
40.  Ventglas-LA or equal.  Minimum clearance 2” between metal parts.


 


5.               Duct Materials:


 


a.                    Ductwork: Galvanized sheet steel.  Use
of rigid fiberglass duct is strictly prohibited.  Do not submit for
approval.


 


b.                   Bracings, Angles, Bars and Straps: Galvanized
steel.


 


c.                    Screws and Bolts: Cadmium plated.


 


d.                   Round Ductwork and Fittings: Spiral or seam
welded construction, manufactured by United Sheet Metal, Peabody and Wind,
Spiromatic, or approved equal.


 


e.                    Corrugated, Flexible Metal Duct: Strictly
prohibited.


 


5














 


20.   Miscellaneous HVAC Specifications


 


1.     All duct tape to be removed from joints and connections on existing
ducts, Tuff-Bond No. 12, United McGill Corporation “Uni-Grip” duct
sealant, Teledyne-105, or equivalent to be used in lieu of said duct tape, except
on duct troffers connections.


 


2.     On existing ductwork, all joints are to be inspected and sealed with
specified duct sealant if there is any indication of a leak.  Existing
high-pressure access doors at the mechanical shafts to have new seals installed
if existing are leaking.


 


3.     All hangers shot to the slab above are to be one piece construction
forming a trapeze to support the duct and screwed to the duct and sealed. 
Hanger wires may be used to support the duct if two 12 GA.  wires with
clips are shot to slab and attached to each side of the duct with standard
hanger straps.


 


4.     Where metal ducts are touching, insulation shall be placed between the
ducts to insure against vibration and noise.


 


5.     Where flex duct joins the metal duct, spin-ins, or other metal
fittings, these ducts shall be screwed, banded and sealed with Air-Bol,
Teledyne-105 or equivalent.  Nylon bands not allowed.  Spin-ins
allowed on 2” wg class ducts only.


 


6.     Where flex duct is hung, a larger piece of metal shall be used as a sleeve
between the flex duct and the hanger strap to insure against collapsing of the
flex duct.


 


7.     Two pieces of flex duct joined together is not acceptable.


 


8.     All ductwork is to be supported independently with hangers’ shot to the
slab above, and no ductwork is to be supported from another duct, conduit,
pipe, or other handy piece or equipment.


 


9.     Room thermostats to be Johnson T4002-201, two pipe, direct acting
fully proportional type, and equipped with concealed set point covers. 
Where 1-pipe stats were used reused mixing boxes must be converted from 1 pipe
to 2-pipe operation.


 


10.   All a/c zone control boxes must be controlled in the NORMALLY CLOSED
position.


 


11.   Controls contractor shall submit a control drawing for approval. 
All pneumatic control lines on the floor must be connected as per the approved
control drawing.


 


12.   Thomas Properties Group, LLC to be notified of any variance form the
plans prior to construction.  Any variance from the plans are to be
clearly and accurately noted on a plan and to be given to the Chief Engineer
upon job completion this drawing to be marked “as-built”.


 


13.   For tenant auxiliary air conditioning, use air-cooled condensers or dry
coolers with circulating pumps, located in mechanical equipment rooms. 
Locating air-cooled condensers in ceiling space of tenant floors is not
allowed.


 


14.   All conference rooms shall have their own zone and thermostat.


 


15.   Manual dampers with handles are to be provided in all supply ducts
before attaching flex duct to air troffers.


 


16.   No combustible materials are allowed in ceiling return air plenums as
per code.


 


17.   All supply ductwork in the ceiling plenum area is to be insulated with
2” glass fiber flexible blanket insulation with vapor barrier facing of UL
rated aluminum foil scrim Kraft.  Insulation 0.75 PCF, J. M. “Microlite”.


 


18.   Pipe insulation is required on all chilled water; hot water and
condensate drain piping.  1” thick glass fiber heavy density sectional
pipe insulation with factory applied all-purpose vapor barrier jacket or equal
must be used.


 


19.   Sufficient clearance must be left in front of all window induction air
units to allow for periodic maintenance and repairs of the equipment.


 


21.   Linear Diffusers


 


1.     Ceiling supply diffusers (LD): Titus Series ML-38.  Frame to
match ceiling.


 


2.     Ceiling return: to match supply.  Every room must have a return
grille and a return air path.  Acoustic boots, where required, shall be
low velocity (300 fpm maximum) and low pressure drop 0.03” wg.


 


22.   Return Air Exhaust Fan


 


6

















 


1.     Penn inline model TDA’s Zephyr’s with speed control and timer.


 


23.   Auxiliary Air Conditioning Units


 


1.     The Landlord prior to any work being started must specifically approve
the use of auxiliary air conditioning units in tenant spaces.


 


2.     Auxiliary air conditioning units must be electrically sub-metered with
a meter installed in the main electrical room.


 


3.     Tenant must maintain auxiliary air conditioning units at tenant’s
expense with a service contract through a LA CITY Licensed HVAC contractor.


 


4.     Auxiliary HVAC units must have an access panel large enough for the
routine service (such as filter and belt replacement) and removable access to
drop the unit down per code.


 


5.     All ceiling hung auxiliary air conditioning units are to be provided
with separate secondary condensate pans, larger than air handler unit itself,
suspended independently of the air handler.  Air handler drain to drain
into an indirect waste line with condensate piping sized per code and with
insulation.  Secondary pan drain to spill to visible location.


 


6.     Cabinet: Cabinet shall be horizontal console type fabricated of
continuous galvanized steel and finished with paint.  All panels shall be
insulated with 1” neoprene coated glass fiber insulation.  Discharge angle
shall be equipped with duct collar.  Back panel shall have a 2” filter
frame with bottom filter across and be complete with duct collar.


 


7.     Fans: Fans shall be DWDI, forward curved, centrifugal type dynamically
balanced and mounted on solid steel fan shaft.  Shaft bearings to be
grease able from the exterior of the cabinet.


 


8.     Coils: Coils shall be of the extended surface plate fin and staggered
tube type construction of 1/2” OD seamless copper tubing and rippled aluminum
fins.


 


9.     Drain Pan: Drain pan shall be fabricated of continuous galvanized
steel, insulated with closed cell insulation.


 


10.   Motor and Drive: Motor mount shall be a hinged type for simple belt
tension adjustment and be securely fastened to unit frame.  Motor to be
supplied with ball bearings.


 


11.   Supply air and return Air Smoke Detectors are required for all fan coil
units.  All air handling devices must have automatic contorls connected to
the Fire Life Safety system to enable automatic shut off upon any floor
alarm.  (See Fire Alarm Section.)


 


12.   Auxiliary air conditioning units to have vibration isolators and
seismic restraints.


 


13.   Do not locate return grilles close to auxiliary air-conditioning units.


 


24.   Air Terminal Units (VAV Boxes)


 


1.     The noise criteria (NC) ratings shall not be more than NC35.  The
units shall be capable of 100% shut-off.


 


2.     Furnish and install Titus ESV-3000 or Tempmaster single duct, variable
volume air distribution assemblies with attenuates and normally closed action. 
Velocity controllers shall be Stafa Controls VCV 2500-300 controllers.  No
reversing relays on normally open boxes will be excepted.


 


3.     The assemblies shall be pressure independent and shall operate between
zero and the maximum catalogued CFM, at an inlet velocity of 2000 FPM, the
differential static pressure for any size shall not exceed 0.15” WG for the
basic assembly or .25” with factory furnished attenuates.


 


4.     All VAV boxes must operate NORMALLY CLOSED.


 


5.     All VAV boxes flexible supply duets shall not exceed five (5) feet
in length and shall be one size larger than box inlet size.  Provide three
diameters length of rigid straight duct; same size as box inlet size at box
inlet.  Provide concentric reducer between flexible duct and rigid duct.


 


25.   Testing and Balancing Air Distribution Systems


 


1.     Contractor shall procure the services of an independent air balance and
testing agency, which is a member of the Associated Air Balance Council, to
balance, adjust, and test all equipment, relating to the air distribution and
exhaust systems.


 


7

















 


2.     Perform testing and balancing in accordance with AABC National
standards for field measurement and instrumentation.


 


3.     Balance and testing shall not begin until systems have been completed
and is in full working order.


 


4.     Compile test data upon completion, and submit one copy of complete test
data to contractor for forwarding to Office of the Building for approval.


 


5.     Air Balancing: Perform following tests, and balancing system in
accordance with following requirements:


 


a.     Adjust all main supply and return air ducts to design CFM.


 


b.     Adjust all zones to design CFM, supply and return.


 


c.     Test and adjust each diffuser, grill, and register to within 5% of
design requirements.


 


d.     Modify, as needed any existing boxes for 0 minimum air, including
blanking of minimum air valves as needed.


 


6.     Air balance reports are to be in the Chief Engineer’s office within 10
days after job completion.


 


26.   Piping Materials


 


1.     Condense Drain: Type “M” hard drawn copper tubing with wrought copper
fittings.


 


2.     Hot & Cold Water: Type “L” hard drawn copper tubing with
wrought copper fittings.


 


3.     Soil, Waste & Vent: No hub cast iron soil pipe and fittings.


 


4.     Chilled Water or condenser water: Type “L” hard drawn copper tubing
with wrought copper fittings.


 


5.     Do not connect tenant chilled water piping to building chilled water
system.  Tenant hot water reheat coil piping may be connected to building
hot water system only upon Landlord approval.


 


27.   Values


 


1.     Ball Valves – 2 1/2” and Smaller:
Nibco T-580-M bronze ball value, screwed.


 


2.     Abandoned plumbing must be removed back to the source or to where it
enters the area under construction and capped.


 


3.     Check Values - 2” and Smaller: Nibco T413-Y bronze swing check,
screwed.


 


28.   Piping Specialties


 


1.     Strainers: Muessco #11 for 2” and smaller, Muessco #751 and #752 for 21/2”and larger, Sarco, Bailey, Zurn, Armstrong
or Muessco.


 


29.   Fire Sprinkler System


 


1.     ARCO Plaza has had its basic fire fighting water supply system upgraded
to conform to current retrofit codes.  These systems were completed in
1989.


 


30.   Fire Extinguisher


 


1.     2A/40 BC rated Dry Chemical or Halon, UL Listed and rechargeable.


 


2.     Fire extinguisher enclosures to be semi-recessed or recessed.


 


31.   Plumbing


 


1.     Drinking Fountains – If drinking fountains are to be used on a floor,
they must be HAWS Model #1118 handicap drinking fountains.


 


2.     All plumbing fixtures installed in the building must comply with all
WATER CONSERVATION REGULATIONS.


 


32.   Freight Elevators


 


1.     All material stocking or demo removal must be coordinated between
contractor and the Building Office.


 


2.     Freight elevator lobby doors should not be blocked at any time nor
should combustibles be stored in the lobby.


 


3.     All large deliveries that require the use of the freight elevator (such
as carpet, drywall, studs, furniture,


 


8

















 


etc.) must be delivered and
moved after hours.


 


4.     Contractor is responsible for placing “walk-off carpet mats”, keeping
them wetted, in the freight elevator lobby to prevent the tracking of drywall
dust in the freights and throughout other areas of the building.


 


5.     Contractor is responsible for cleaning up the loading dock in the area
where contractor is doing any work or is loading or disposing of miscellaneous
materials.


 


33.   Demolition and Corridor Protection


 


1.     Contractor to coordinate with the Office of the building on the
Building requirements for demolition procedures.


 


2.     Contractor to coordinate through the Office of the Building for trash
removal and containers.


 


3.     All deemed materials remain the property of the Owner.  The
contractor shall provide for removal of all items or building reserves the
right to keep any deemed material, such as, but not limited to, aluminum, phone
and electrical wire, lead sheeting, etc.


 


4.     Deliver to the Owner’s designated location such items as may be
salvageable.


 


5.     Carpet floors are to be lined with fire retardant poly and then
Masonite is to be installed on all public corridor carpets from the freight
elevator lobby to construction entrance points.  The sheets of Masonite
are to be taped together, stopping their movement.  Floor to the restrooms
must be covered.


 


6.     Walls of public corridors are to be covered with fire retardant poly
taped from top to bottom.


 


7.     Freight elevator lobby entrance doors are to be covered with Masonite.


 


8      A tall corridor and change in direction of the walls and corners shall
be protected with poly and Masonite.


 


9.     No materials, tools or carts are to be stored in any public corridor,
passenger elevator lobby or freight elevator lobby at any time.


 


10.   All public corridors, passenger elevators and freight elevator lobbies
must be kept clean at all times.


 


11.   Contractor to supply fire extinguishers on job site while construction
is in progress.


 


12.   When doing a complete demo, caution must be taken not to demo the
existing Fire/Life Safety System devices or their conduits.


 


13.   Contractor to notify Chief Engineer 24 hours prior to commencement of
demo, so return air filters can be installed and smoke detectors can be
disabled.


 


14.   When a full floor is to be deemed, all passenger elevators are to be
sealed with fire retardant poly and Masonite.


 


15.   Passenger elevators are not permitted to be used for access to or from
construction floors.  If any construction workers or personnel use the
passenger elevators for transportation of materials, said contractors will be
banned from the Building until such time as the Owner may decide.


 


16.   Stairwell doors are not to be blocked open nor the operation of the
magnetic door releases inhibited in any way.


 


17.   Prior to any demolition within your suite, please notify the Office of
the Building so an all clear can be granted if hazardous materials are present,
i.e., lighting ballasts, asbestos, lead.


 


34.   Plans


 


1.     At the completion of the project, provide to the Office of the
Building, two (2) complete sets of blue line as-built drawings and one (1) complete
set of AutoCAD .dwg (release 13 or higher) as-built files, of architectural,
specifications and engineered plans.


 


END OF
SECTION


 


9














 


Thomas
Properties Group, LLC


 


TENANT
IMPROVEMENT SPECIFICATIONS


 


FOR THE
PLAZA BUILDING


 


CAUTION – ARCO Plaza contains
asbestos.  Any work, which may come in contact with asbestos, must be
coordinated through the Office of the Building.  An independent air
monitoring company and a building approved asbestos removal contractor must be
present during all work in asbestos-containing areas.


 


1.               Demising Partition


 


1.               51/2” - 20 gauge metal studs at 24” on center from floor slab to slab
above.


 


2.               5/8” drywall. two layers on each side.


 


3.               11/2” batt insulation between studs (R-8 rated).


 


4.               Partition taped, mudded, and sanded smooth to
receive paint or wall covering (three-coat application).


 


5.               Partition to be fire taped to underside of
ceiling to slab above.


 


6.               All demising walls will need access opening
for return air.  Contractor shall frame as required.  Air flow
quantities through the return air openings/sound traps should include all air
that must get to the main R.A. shafts and be sized at 500 F.P.M. free area.


 


7.               All return air openings will have a sound
trap supplied and installed by the HVAC contractor.


 


2.               Interior Partition


 


1.               21/2” - 25 gauge metal studs at 24” on centers.


 


2.               5/8” drywall. One layer on each side.


 


3.               Partition taped and sanded smooth to receive
paint or wall covering.


 


4.               Height from floor slabs to ceiling grid
approximately 8’-10”, Floors 13, 37, 49, 50 & 51 are higher.


 


5.               Partitions to be diagonally braced per code.


 


6.               Any partition that butts into the exterior
window walls must be finished on the side that meets the window glass to match
the existing dark anodized aluminum window mullions.


 


3.               Corridor and Interior Door Assembly


 


1.               3’ x full height x 13/4” solid core white oak rift cut door, 20-minute fire rating (UL labeled). 
Landlord shall permit in “back of the house” areas (which are not expected to
be used for public traffic or for normal customer contact) “p-lam” doors to be
substituted for Building Standard doors.


 


2.               3’ x full height anodized bronze frame. 
Western Integrated Materials, Inc., 9859 E. Alpac, South El Monte, CA
91733, (818) 443-0715 with 20 minute fire rating (UL labeled).


 


3.               HINGES Two pair of 41/2” x 4” ball bearing butt hinges.  McKinney #TA 2731, 613 finish
Interior door hinges to be two pair 41/2” x 4” McKinney #T-2731, 613 finish.


 


4.               ENTRY LOCK SET to be SCHLAGE #L9453, lever
06, finish 613.


 


5.               INTERIOR LOCKSETS to be SCHLAGE L9050, 613
finish, lever 06, 33/4” backset.


 


6.               LOCK KEYWAYS to be: (SCHLAGE)


 


7.               FIRE EXIT STAIRWAY DOOR LOCKSETS to be SCHLAGE
L9060, 613 finish, lever 06.


 


8.               LATCHSETS to be SCHLAGE L9010, 613 finish,
lever.


 


9.               Restroom doors to have SCHLAGE L9060 LOCKSET,
613 finish, lever 06.


 


10.         DOOR CLOSERS to be LCN 4040 smoothie, 613
finish.  DOOR CLOSERS for handicap doors to be LCN 4041 smoothie, 613
finish.


 


11.         Door stop.  Quality #331 ES, 10B finish.


 


12.         The BUILDING LOCKSMITH will do all keying of
lock cylinders.  Contractor must have all lock cylinders and key/tenant
drawing information in the hands of the building locksmith at least 10 working
days prior to move in of tenants.


 


Revised November 18, 2003


 


1

















 


4.               Ceiling System


 


1.               Donn Fineline with Armstrong Cirrus
Travertone #9760 24” x 24” tiles.


 


2.               Hard Ceilings:


Hard Ceilings
may not be installed without written permission from the Office of the
Building.


 


3.               Access doors are required at all Damper
Motors, VAV boxes, Fire Life Safety junction boxes, A/C duct access doors, duct
damper handles, etc.


 


If Hard Ceilings are approved
by the Office of the Building, all mechanical or electrical equipment including
mixing dampers, VAV boxes, electrical junction boxes, Life Safety Speakers,
etc. must be moved out of the area above the Hard Ceiling or access doors must
be installed at all of the above mentioned locations.


 


The Office
of the Building must inspect all areas above the Hard Ceiling area before any
Hard Ceiling areas can be installed.


 


5.               Painting


 


1.               Flat finish interior latex paint by Sinclair
Colors to be selected from Building Standards.


 


2.               All paints and stain must be water-based
materials only.


 


3.               All painting is to be done after normal
business hours to contain odors.  Prior written approval by the Owner will
be required to paint during normal business hours.


 


6.               Wall Base


 


1.               4” vinyl base (Roppe or Burke).


 


2.               Colors to be selected from Building
Standards.


 


7.               Floor Covering (Building Standard)


 


1.               Vinyl composition tile 3/22” Axrock or
Kentile.


 


2.               Carpet - Bentley Winchester 32 oz. 
Ultron 3D Premium yarn either glue down or padding.


 


3.               Color to be selected from Owner’s standard
samples.


 


4.               It is strongly suggested that Carpet Titles
be used over the Walker Duct areas to allow for access.


 


8.               Window Coverings


 


1.               Roller Shades –


 


a.               Screencloth – 3G Mermet, Super twill 300,
Charcoal - Pewter


 


b.              Mechanism/Clutch – Nysan Chain Operator, lift
assist, stainless steel chain


 


9.               Glass Sections and Sidelights


 


1.               Use Western Integrated Materials, Inc. Part numbers
315–1 through 315–7 x, as needed.  All glass to be safety glass per code.


 


10.         Lighting Fixtures


 


1.               Lighting fixtures shall utilize F32T8 lamps
where possible.  All fluorescent fixtures shall have electronic ballasts
with 10% THD.


 


2.               Emergency lighting shall be provided as
required by code and connected to building emergency circuits.


 


3.               Building standard exit signs shall be
Lithonia Precise, edge lighted, with 6-inch high green letters on clear
background, LED lamps, two-circuit for connection to building normal and
emergency power systems.


 


11.         Light Switching


 


1.               Lighting in all areas shall be controlled by
occupancy sensors.  Wall mounted sensors shall be Novitas #01-400 single
or dual level; ceiling mounted sensors shall be Novitas of the required type.


 


12.         Receptacle and Telephone Outlets


 


2

















 


1.               Duplex wall receptacles shall be 20 amp, 120
volt, NEMA 5-20R, Leviton No. 16362-HGW, white decora with white plastic
plate.


 


2.               Pedestal service fittings on cellular decking
system shall be Wiremold of the desired configuration.


 


3.               Receptacles shall be installed in 4/S box,
minimum size.


 


4.               Telephone outlets shall be installed in
minimum 4/S box with EMT conduit, 3/4 inch minimum size, up to ceiling
space.  Cover plates shall be white plastic.


 


13.         Electrical Wiring System


 


1.               All wiring shall be installed in
code-approved conduit system, except that wiring for recessed lighting in
demountable ceilings may be relocatable, plug-in type of a manufacturer
approved by the building.


 


2.               Conduit installed above demountable ceilings
shall be supported independent from the ceiling system.


 


3.               New panelboards and transformers if required
shall be G.E. to match existing.


 


4.               No tenant electrical or telephone equipment
can be installed in building electrical or telephone rooms.


 


5.               No tenant equipment other than required
emergency lighting and exit signs can be connected to the building emergency
system.


 


14.         Fire Alarm System Additions shall be Pyrotronics equipment and installed
by the building approved contractor.  All fire alarm wiring shall be
installed in conduit, except that wiring for speakers and strobes may be
installed with approved plenum rated cable.


 


15.         Power Metering


 


1.               All electrical service, including power for
air conditioning equipment, shall be sub-metered.


 


2.               Meters shall be E-MON D-MON with meters
located in the building electrical room.


 


16.         HVAC  Tenant
Design Criteria


 


1.               General:   The design of the tenant
HVAC system shall comply with the Uniform Building code as amended by the City
of Los Angeles, City of Los Angeles Fire Code, California Title 24 Energy
Conservation Code for office buildings and other applicable codes and
industrial safety orders.


 


2.               Tenant Zones


 


a.                    Private offices and open office areas are not
to be connected to the same zone.


 


b.                   If there is a high heat load for a room, it
shall have a separate zone and a supplementary cooling system, if needed.


 


c.                    Lunch rooms, pantry and coffee rooms shall
have separate zones and ducted exhaust.


 


d.                   Do not locate acoustically sensitive areas next
to duct shafts or elevator.


 


3.               Design Conditions:


 


	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.       Outside Dry Bulb:

  	
   

  	
  99oF

  	
   

  	
  41oF

  	
   

  
	
  Outside Wet Bulb:

  	
   

  	
  72oF

  	
   

  	
  —

  	
   

  
	
  Inside Dry Bulb:

  	
   

  	
  75oF

  	
   

  	
  70oF

  	
   

  
	
  Inside Relative Humidity:

  	
   

  	
  30%-60%

  	
   

  	
  30%-60%

  	
   

  
	
  Mean Daily Range:

  	
   

  	
  21oF

  	
   

  	
  —

  	
   

  



 


b.                   Minimum Ventilation:  Per ASHRAE
Standard 62-1989 or 15.0 CFM/100 square feet, whichever is higher.


 


c.                    Maximum Air Supply:  Maximum average air
supply rate of 0.8 CFM/square foot of conditioned space in interior zones.


 


4.               Interior Loads:


 


a.                    Lights:  1.5 watts/square foot
maximum.  1.2 watts/square foot average.


 


3

















 


b.                   Miscellaneous Equipment:  Maximum
continuous heat output equal to 2.0 watts/square foot (6.6 BTU/square foot of
conditioned space.)


 


c.                    People:  150 square feet/person.


 


5.               Air Handling System:


 


a.                    A dedicated air handling unit provides supply
and return air for the tenant demised bank branch.


 


4.               Return Air:


 


a.                    Any room with a door, which is larger than a
4’ X 6’ closet, must have a Return Air grill; in exterior rooms, this must be a
11/2” wide
continuous slot or 2’ X 2’ return grills as close as possible to the
windows.  In concealed-spline ceilings and lay-in tile ceilings, Return
Air grills shall be 2’ X 2’ minimum.


 


b.                   No rooms adjacent to the areas of the core
that have main Return Air stubs or intake opening are allowed to have the walls
that go slab-to-slab.  Additionally, communication, telephone, computer
and data rooms are prohibited in these locations


 


c.                    If exterior room or interior room walls are
slab-to-slab, the drywall may not go above the ceiling on the door side. 
Alternatively, a Return Air opening from the room ceiling plenum to the common
ceiling plenum shall be provided.  The opening shall be sized at no more
than 300 fpm return air velocity.  Where an acoustical boot is required at
the Return Air opening, size the boot at no more than 0.01” wg pressure loss.


 


17.         Mechanical Air Conditioning
Specifications: Demolition and Removal


 


1.               All unused or abandoned ductwork and piping
within the tenant remodel areas shall be removed back to the next tap upstream
and blanked off or capped.  Use sheet metal screws to secure cap and duct
sealer, duct tape not allowed.  Unwanted fire dampers and other devices in
re-used existing ductwork shall be removed and ductwork put back together and
sealed airtight.


 


18.         Ductwork: Shall Be
Galvanized Sheet Metal, meeting ASTM 526 64T


 


1.               All ducts shall be constructed and installed
according to the latest “SMACNA” manual, or Chapter 10 of the Uniform
Mechanical Code, whichever is the most stringent.  Ductwork downstream of
terminals shall be 2” wg class.  Ductwork upstream of terminal units shall
be 3” wg class.


 


2.               Flexible ducts:


 


a.                    General:  Factory pre-insulated, spiral
helix spring permanently bonded to an interior liner and sheathed in an
exterior vapor barrier-jacket


 


a.               Thermal Rating:  R4 minimum


 


b.              Fire Rating:  U.L. 181, Class I.


 


b.                   Low Pressure Type:  Thermaflex M-KA,
Johns Manville Micro-Aire J/FLX SL, Owens-Corning fiberglass Valuflex,
CertainTeed flexible air duct, or Casco flex.


 


a.               Rating:  Up to 1-1/2” w. g. positive or
1/2” w. g. negative pressure, 2,500 FPM maximum velocity.


 


b.              Application:  Final connection to
diffusers or grilles.


 


c.               Maximum Length:  Not to exceed 7 feet.


 


c.                    High-Pressure Type:  Johns Manville
Micro-Aire J/FLX SL with high-pressure attachments; CertainTeed, Certaflex or
Thermaflex M-KC.


 


a.               Rating:  Up to 6” w. g. positive or
1-1/2” w. g . negative pressure, 4,000 FPM maximum velocity


 


b.              Application:  Upstream connections to
air terminal units.


 


c.               Maximum Length:  Not to exceed 5 feet.


 


3.               Elbows for ducts with a width of 12 inches
and less shall be radius type with the throat radius equal to the duct width.


 


4.               Ductwork Accessories:


 


a.                    Hardware:  Ventlok or equal.


 


4

















 


b.                   Access Doors and Panels:


 


c.                    Large Doors:  Fabricate per SMACNA
details for double wall insulated type where used in insulated systems; single
wall type in non-insulated systems.


 


d.                   Small Doors or Panels:  Same as for
large doors or Ventlok, Air Balance, Inc., or United Sheet Metal
pre-manufactured type with transparent vision element.


 


e.                    Duct Tape:  Not allowed.


 


f.                      Duct Sealant:  Tuff-Bond No. 12,
United McGill Corporation “Uni-Grip” duct sealant, or equal.


 


g.                   Flexible Connectors:  Neoprene coated
glass fabric having flame spread rating of 20 and smoke development rating of
40.  Ventglas-LA or equal.  Minimum clearance 2” between metal parts.


 


5.               Duct Materials:


 


a.                    Ductwork:  Galvanized sheet steel. 
Use of rigid fiberglass duct is strictly prohibited.  Do not submit for
approval.


 


b.                   Bracings, Angles, Bars and Straps: 
Galvanized steel.


 


c.                    Screws and Bolts:  Cadmium plated.


 


d.                   Round Ductwork and Fittings:  Spiral or
seam welded construction, manufactured by United Sheet Metal, Peabody and Wind,
Spiromatic, or approved equal.


 


e.                    Corrugated, Flexible Metal Duct: 
Strictly prohibited.


 


19.         Miscellaneous HVAC
Specifications


 


1.               All duct tape to be removed from joints and
connections on existing ducts, Tuff-Bond No. 12, United McGill Corporation
“Uni-Grip” duct sealant, Teledyne-105, or equivalent to be used in lieu of said
duct tape, except on duct troffers connections.


 


2.               On existing ductwork, all joints are to be
inspected and sealed with specified duct sealant if there is any indication of
a leak.  Existing high-pressure access doors at the mechanical shafts to
have new seals installed if existing are leaking.


 


3.               All hangers shot to the slab above are to be
one piece construction forming a trapeze to support the duct and screwed to the
duct and sealed.  Hanger wires may be used to support the duct if two 12
GA. wires with clips are shot to slab and attached to each side of the duct
with standard hanger straps.


 


4.               Where metal ducts are touching, insulation
shall be placed between the ducts to insure against vibration and noise.


 


5.               Where flex duct joins the metal duct,
spin-ins, or other metal fittings, these ducts shall be screwed, banded and
sealed with Air-Bol, Teledyne-105 or equivalent.  Nylon bands not
allowed.  Spin-ins allowed on 2” wg class ducts only.


 


6.               Where flex duct is hung, a larger piece of
metal shall be used as a sleeve between the flex duct and the hanger strap to
insure against collapsing of the flex duct.


 


7.               Two pieces of flex duct joined together is
not acceptable.


 


8.               All ductwork is to be supported independently
with hangers’ shot to the slab above, and no ductwork is to be supported from
another duct, conduit, pipe, or other handy piece of equipment.


 


9.               Room thermostats to be Johnson
T4002-201, two pipe, direct acting fully proportional type, and equipped with
concealed set point covers.  Where 1-pipe stats were used reused mixing
boxes must be converted from 1 pipe to 2-pipe operation.


 


10.         All a/c zone control boxes must be controlled
in the NORMALLY CLOSED position.


 


11.         Controls contractor shall submit a control
drawing for approval.  All pneumatic control lines on the floor must be
connected as per the approved control drawing.


 


12.         Thomas Properties Group, LLC to be notified
of any variance from the plans prior to construction.  Any variance from
the plans are to be clearly and accurately noted on a plan and to be given to
the Chief Engineer upon job completion this drawing to be marked “as-built”.


 


13.         For tenant auxiliary air conditioning, use
air-cooled condensers or dry coolers with circulating pumps, located in
mechanical equipment rooms.  Locating air-cooled condensers in ceiling
space of tenant floors is not allowed.


 


14.         All conference rooms shall have their own
zone and thermostat.


 


15.         Manual dampers with handles are to be
provided in all supply ducts before attaching flex duct to air troffers.


 


5

















 


16.         No combustible materials are allowed in
ceiling return air plenums as per code.


 


17.         All supply ductwork in the ceiling plenum
area is to be insulated with 2” glass fiber flexible blanket insulation with
vapor barrier facing of UL rated aluminum foil scrim Kraft.  Insulation
0.75 PCF, J. M. “Microlite”.


 


18.         Pipe insulation is required on all chilled
water; hot water and condensate drain piping.  1” thick glass fiber heavy
density sectional pipe insulation with factory applied all-purpose vapor
barrier jacket or equal must be used.


 


19.         Sufficient clearance must be left in front of
all window induction air units to allow for periodic maintenance and repairs of
the equipment.


 


20.         Linear Diffusers


 


1.               Ceiling supply diffusers (LD): Titus Series ML-38. 
Frame to match ceiling.


 


2.               Ceiling return: to match supply.  Every
room must have a return grille and a return air path.  Acoustic boots,
where required, shall be low velocity (300 fpm maximum) and low pressure drop
0.03” wg.


 


21.         Return Air Exhaust Fan


 


1.               Penn inline model TDA’s Zephyr’s with speed
control and timer.


 


22.         Auxiliary Air Conditioning Units


 


1.               The Landlord prior to any work being started
must specifically approve the use of auxiliary air conditioning units in tenant
spaces.


 


2.               Auxiliary air conditioning units must be
electrically sub-metered with a meter installed in the main electrical room.


 


3.               Tenant must maintain auxiliary air
conditioning units at tenant’s expense with a service contract through a LA
CITY Licensed HVAC contractor.


 


4.               Auxiliary HVAC units must have an access
panel large enough for the routine service (such as filter and belt
replacement) and removable access to drop the unit down per code.


 


5.               All ceiling hung auxiliary air conditioning
units are to be provided with separate secondary condensate pans, larger than
air handler unit itself, suspended independently of the air handler.  Air
handler drain to drain into an indirect waste line with condensate piping sized
per code and with insulation.  Secondary pan drain to spill to visible
location.


 


6.               Cabinet:  Cabinet shall be horizontal
console type fabricated of continuous galvanized steel and finished with
paint.  All panels shall be insulated with 1” neoprene coated glass fiber
insulation.  Discharge angle shall be equipped with duct collar. 
Back panel shall have a 2” filter frame with bottom filter across and be
complete with duct collar.


 


7.               Fans:  Fans shall be DWDI, forward
curved, centrifugal type dynamically balanced and mounted on solid steel fan
shaft.  Shaft bearings to be grease able from the exterior of the cabinet.


 


8.               Coils:  Coils shall be of the extended
surface plate fin and staggered tube type construction of 1/2” OD seamless copper tubing and rippled aluminum fins.


 


9.               Drain Pan:  Drain pan shall be
fabricated of continuous galvanized steel, insulated with closed cell
insulation.


 


10.         Motor and Drive:  Motor mount shall be a
hinged type for simple belt tension adjustment and be securely fastened to unit
frame.  Motor to be supplied with ball bearings.


 


11.         Supply air and return Air Smoke Detectors are
required for all fan coil units.  All air handling devices must have
automatic controls connected to the Fire Life Safety system to enable automatic
shut off upon any floor alarm.  (See
Fire Alarm Section.)


 


12.         Auxiliary air conditioning units to have
vibration isolators and seismic restraints.


 


13.         Do not locate return grilles close to
auxiliary air-conditioning units.


 


23.         Air Terminal Units (VAV Boxes)


 


6














 


1.              The noise criteria (NC) ratings shall not be
more than NC35.  The units shall be capable of 100% shutoff.


 


2.              Furnish and install Titus ESV-3000 or
Tempmaster single duct, variable volume air distribution assemblies with
attenuates and normally closed action.  Velocity controllers shall be
Stafa Controls VCV 2500-300 controllers.  No reversing relays on normally
open boxes will be excepted.


 


3.              The assemblies shall be pressure independent
and shall operate between zero and the maximum catalogued CFM, at an inlet
velocity of 2000 FPM, the differential static pressure for any size shall not
exceed 0.15” WG for the basic assembly or .25” with factory furnished
attenuates.


 


4.              All VAV boxes must operate NORMALLY CLOSED.


 


5.              All VAV boxes flexible supply duets shall not
exceed five (5) feet in length and shall be one size larger than box inlet
size.  Provide three diameters length of rigid straight duct; same size as
box inlet size at box inlet.  Provide concentric reducer between flexible
duct and rigid duct.


 


24.         Testing and Balancing Air Distribution Systems


 


1.              Contractor shall procure the services of an
independent air balance and testing agency, which is a member of the Associated
Air Balance Council, to balance, adjust, and test all equipment, relating to
the air distribution and exhaust systems.


 


2.              Perform testing and balancing in accordance
with AABC National standards for field measurement and instrumentation.


 


3.              Balance and testing shall not begin until
systems have been completed and is in full working order.


 


4.              Compile test data upon completion, and submit
one copy of complete test data to contractor for forwarding to Office of the
Building for approval.


 


5.              Air Balancing:  Perform following test,
and balancing system in accordance with following requirements:


 


a.                    Adjust all main supply and return air ducts
to design CFM.


 


b.                   Adjust all zones to design CFM, supply and
return.


 


c.                    Test and adjust each diffuser, grill, and
register to within 5% of design requirements.


 


d.                   Modify, as needed any existing boxes for 0
minimum air, including blanking of minimum air values as needed.


 


6.              Air balance reports are to be in the Chief
Engineer’s office within 10 days after job completion.


 


25.         Piping Materials


 


1.              Condense Drain:  Type “M” hard drawn
copper tubing with wrought copper fittings.


 


2.              Hot & Cold Water:  Type “L”
hard drawn copper tubing with wrought copper fittings.


 


3.              Soil, Waste & Vent: No hub cast iron
soil pipe and fittings.


 


4.              Chilled Water or condenser water:  Type “L”
hard drawn copper tubing with wrought copper fittings.


 


5.              Do not connect tenant chilled water piping to
building chilled water system.  Tenant hot water reheat coil piping may be
connected to building hot water system only upon Landlord approval.


 


26.         Valves


 


1.              Ball Valves – 21/2” and Smaller:  Nibco T-580-M bronze ball value, screwed.


 


2.              Abandoned plumbing must be removed back to
the source or to where it enters the area under construction and capped.


 


3.              Check Valves - 2” and Smaller:  Nibco
T413-Y bronze swing check, screwed.


 


27.         Piping Specialties


 


1.              Strainers:  Muessco #11 for 2” and
smaller, Muessco #751 and #752 for 21/2” and larger, Sarco, Bailey, Zurn, Armstrong or Muessco.


 


7

















 


28.         Fire Sprinkler System


 


1.              ARCO Plaza has had its basic fire fighting
water supply system upgraded to conform to current retrofit codes.  These
systems were completed in 1989.


 


29.         Fire Extinguisher


 


1.              2A/40 BC rated Dry Chemical or Halon, UL
Listed and rechargeable.


 


2.              Fire extinguisher enclosures to be
semi-recessed or recessed.


 


30.         Plumbing


 


1.              Drinking Fountains – If drinking fountains
are to be used on a floor, they must be HAWS Model # 1118 handicap drinking
fountains.


 


2.              All Plumbing fixtures installed in the
building must comply with all WATER CONSERVATION REGULATIONS.


 


31.         Freight Elevators


 


1.              All material stocking or demo removal must be
coordinate between contractor and the Building Office.


 


2.              Freight elevator lobby doors should not be
blocked at any time nor should combustibles be stored in the lobby.


 


3.              All large deliveries that require the use of
the freight elevator (such as carpet, drywall, studs, furniture, etc.) must be
delivered and moved after hours.


 


4.              Contractor is responsible for placing “Walk-off
carpet mats”, keeping them wetted, in the freight elevator lobby to prevent the
tracking of drywall dust in the freights and throughout other areas of the
building.


 


5.              Contractor is responsible for cleaning up the
loading dock in the area where contractor is doing any work or is loading or
disposing of miscellaneous materials.


 


32.         Demolition and Corridor Protection


 


1.              Contractor to coordinate with the Office of
the Building on the building requirements for demolition procedures.


 


2.              Contractor to coordinate through the Office
of the Building for trash removal and containers.


 


3.              All deemed materials remain the property of
the Owner.  The contractor shall provide for removal of all items or
building reserves the right to keep any deemed material, such as, but not
limited to, aluminum, phone and electrical wire, lead sheeting, etc.


 


4.              Deliver to the Owner’s designated location
such items as may be salvageable.


 


5.              Carpet floors are to be lined with fire
retardant poly and then Masonite is to be installed on all public corridor
carpets from the freight elevator lobby to construction entrance points. 
The sheets of Masonite are to be taped together, stopping their movement. 
Floor to the restrooms must be covered.


 


6.              Walls of public corridors are to the covered
with fire retardant poly taped from top to bottom.


 


7.              Freight elevator lobby entrance doors are to
be covered with Masonite.


 


8.              A tall corridor and change in direction of
the walls and corners shall be protected with poly and Masonite.


 


9.              No Materials, tools or carts are to be stored
in any public corridor, passenger elevator lobby or freight elevator lobby at
any time.


 


10.        All public corridors, passenger elevators and
freight elevator lobbies must be kept clean at all times.


 


11.        Contractor to supply fire extinguishers on
job site while construction is in progress.


 


12.        When doing a complete demo, caution must be
taken not to demo the existing Fire/Life Safety System devices or their
conduits.


 


13.        Contractor to notify Chief Engineer 24 hours
prior to commencement of demo, so return air filters can be installed and smoke
detectors can be disabled.


 


14.        When a full floor is to be deemed, all
passenger elevators are to be sealed with fire retardant poly and Mansonite.


 


8

















 


15.        Passenger elevators are not permitted to be
used for access to or from construction floors.  If any construction
workers or personnel use the passenger elevators for transportation of
materials, said contractor will be banned from the Building until such time as
the Owner may decide.


 


16.        Stairwell doors are not to be blocked open
nor the operation of the magnetic door releases inhibited in any way.


 


17.        Prior to any demolition within your suite,
please notify the Office of the Building so an all clear can be granted if
hazardous materials are present, i.e., lighting ballasts, asbestos, lead.


 


33.         Plans


 


1.              At the completion of the project, provide to
the Office of the Building, two (2) complete sets of blue line as-built
drawings and one (1) complete set of AutoCAD .dwg (release 13 or higher)
as-built files, of architectural, specifications and engineered plans.


 


END OF SECTION


 


9

















 


SCHEDULE 3 TO EXHIBIT C


 


INTENTIONALLY DELETED


 


1

















 


SCHEDULE 4 TO EXHIBIT C


 


APPROVED CONTRACTORS


 


Environmental
Contracting Corp.


 


Illig
Construction


 


Swinerton &
Walberg


 


Turner
Construction Co.


 


Innerspace
Construction


 


McCarthy
Construction


 


Webcor
Construction


 


1

















 


SCHEDULE 5 TO EXHIBIT C


 


CONSTRUCTION RULES


 


1.                                     Prior to Start of
Construction


 


(a)                                 Provide the Office of the Building with
drawings as required by the Work Letter.  Prints to include the following
plans, as applicable:


 


(i)                                    DEMOLITION


 


(ii)                                 CONSTRUCTION


 


(iii)                              ELECTRICAL


 


(iv)                             PLUMBING


 


(v)                                HVAC


 


(vi)                             REFLECTED CEILING


 


(vii)                          FINISH


 


(viii)                       CABINET ELEVATIONS AND SECTIONS


 


(ix)                               FIRE SPRINKLERS


 


(x)                                  FIRE & LIFE SAFETY SYSTEMS


 


(xi)                               OTHER


 


(b)                                Construction “Kick-Off Meeting” with tenant,
general contractor, building staff and key sub-contractors, no less than five (5) working
days prior to start of construction, to review the following:


 


(i)                                    Review approved plans, work letter, building
standards and building construction regulations.


 


(ii)                                 Receive list of sub-contractors, foreman of
job and telephone numbers.


 


(iii)                              Receive start date and work schedule.


 


(iv)                             Receive a delivery schedule of
materials.


 


(v)                                Discuss the protection of common corridors
and elevators.


 


(vi)                             Receive CERTIFICATE
OF INSURANCE from general contractor and all subcontractors naming
additionally insured as follows:  TPG Plaza Investments, LLC as Owner,
Thomas Properties Group, and California State Teachers’ Retirement System
(without this correctly completed certificate, no site presence is allowed).


 


(vii)                          Provide a copy of the construction permit.


 


2.                                     During Construction


 


(a)                                 At start of construction, provide walk-off
mats at entrance to construction area as well as entrance to all elevators &
in all other area’s where tracking of dirt & dust is possible. 
Mats shall be kept damp at all times.  Footprint clean ups will be back
charged to the contractor.


 


(b)                                Job foreman to contact Chief
Engineer/Locksmith at the start of construction for instructions on the
building key and hardware schedule.


 


(c)                                 Debris boxes/roll-off bins may be delivered
only after permission from Building Manager or Dockmaster.


 


(d)                                All material delivery/debris removal will be
made at the loading dock through the Dock Manager as expeditiously as possible.


 


(e)                                 Any work involving any exposure or possible
exposure to asbestos must be coordinated and approved through the Building
Construction Manager and in accordance with the building asbestos procedures,
prior to starting.


 


1

















 


(f)                                   Isolate the construction site from the
adjacent occupied areas.  You may use fire retardant plastic,
drywall or Masonite as conditions indicate or allow.  The objective is to
prevent dust from entering other tenant occupied areas.


 


(g)                                All work is to be performed in accordance
with all applicable city, county, state and federal laws, regulations and codes
and to building standards and restrictions.


 


(h)                                Any materials, tools, boxes, equipment, etc.,
are subject to inspection by Security when entering and being removed from
specific areas within the facility.


 


(i)                                    The Owner reserves the right to inspect the
job site at any time.


 


(j)                                    The Owner must approve any changes from the
originally approved working drawings.  Drawings must be submitted as
required.


 


(k)                                 The Owner with Contractor will conduct
periodic progress walk-through.


 


(l)                                    All lighting ballasts removed form the
building must be disposed of as hazardous materials unless they are marked “This
ballast does not contain PCB’s.”


 


(m)                              All lighting fluorescent lamps removed from
the building must be disposed of as hazardous materials.


 


3.                                     General Building Rules


 


(a)                                 Smoking is not permitted at the
Project, this includes the job-site.


 


(b)                                Roof hatches in freight elevators will not be
opened without prior approval from the Office of the Building and the cost for
elevator mechanics assistance shall be borne by the tenant/Contractor.


 


(c)                                 All work requiring an open flame, cutting,
welding, sawing, spark producing or any other work that could possibly set off
a fire alarm must be coordinated through security dispatch located on “D”
level.  Some of the fire alarm systems on your construction floor must be
taken out of service and the contractor will be required to act as a fire watch
during the time when the alarms are offline.  The contractor must go to
security dispatch on “D” level and sign a logbook to remove the fire alarms
from service.  The contractor is required to promptly return to security
dispatch and sign the logbook at the completion of its work so the engineers
can put the system back into service.


 


(d)                                All heating, ventilation and air conditioning
controls to be building standard.  The Building Management Office must
approve any variation.


 


(e)                                 All hardware is to be building
standard.  The Building Management Office must approve any variation.


 


(f)                                   All electrical panel labeling is to be
performed in accordance to acceptable industry standards.  Exterior
plastic labels with 1/2” high letter
shall be provided.  Interior circuit I.D. cards shall be
typewritten.  Existing I.D. Cards are not to be removed from the building.


 


(g)                                All fluorescent light tubes must be F-34,
warm white, supersavers, with two (2) tubes per fixture if existing
fixtures are reused or (3) tubes per fixture on all new fixtures. 
T-8 lighting is acceptable, however, all ballets must be magnetic, or Howard
Electronic #EL-323-IS-277, EL-332-IS-277 or EL-432-IS-277.


 


(h)                                All oil base painting, staining and other
similar odor producing applications must be done after Business Hours. 
The contractor will schedule all such work with the Office of the Building
no less than 3 working days prior to the date the scheduled work is to take
place.  Prior to the start of this work, the contractor must provide the
building construction department with a copy of the material safety data sheets
(MSDS) for all chemicals, paints, solvents, glues or any other products that
will be used for this job.


 


(i)                                    Workmen are to use freight elevators
only.  No material deliveries are to be done via passenger elevators.


 


(j)                                    Construction sites are to be kept clean and
free of debris.


 


(k)                                 All major demolition is to be done after
normal building working hours.


 


(l)                                    Any work requiring entry into another tenant’s
suite must be coordinated through the Building Management Office.


 


(m)                              Any work causing offensive odors, dust, or
noise, must be done after normal operating hours.


 


2

















 


4.                                     At Completion of
Construction


 


(a)                                 Clean inside of all exterior windows.


 


(b)                                Clean inside and outside of all light
fixtures and lenses.


 


(c)                                 Completely rebalance heating, ventilation and
air conditioning systems.  Provide written balance report to the Building
Management Office.


 


(d)                                Clean and vacuum lint screen and coil of
perimeter air handler (induction units).


 


(e)                                 Provide two (2) full size sets of
as-built prints and one (1) set of Mylar as built reproducible to be
forwarded to the Building Management Office.


 


(f)                                   Contractor is responsible for cleaning,
reworking, repairing, and re-hanging all existing window coverings in the
construction area.


 


(g)                                Job superintendent to walk the completed
construction with the Building Construction Manager and tenant and Owner, and
tenant and Owner will produce a deficiency list.


 


(h)                                Contractor to complete all deficiencies item
on list and request re-confirmation.


 


3














 


CONTRACTOR RULES & REGULATIONS


 


(CONTRACTOR TO POST SIGNED-OFF COPY OF THIS IN ITS ENTIRETY IN THE
SUITE/AREA UNDER CONSTRUCTION)


 


Owner:  TPG Plaza Investments, LLC


Project:


Property Manager:  Thomas Properties Group


Suite/Work Location:


 


The General Contractor/Contractor/Vendor/Supplier (“Contractor”) must assemble and submit prior
to obtaining building permits when required and commencing construction, the
following for review by Owner:


 


a.                                      Certificate of Insurance naming Thomas
Properties Group in addition to the Owner above (general liability &
workman’s compensation).


 


b.                                     List of Trades and corresponding
subcontractors.


 


c.                                      Schedule of construction.


 


d.                                     Complete and current set of the approved
construction/contract documents.


 


e.                                      Building Permits and other Governmental
clearances.


 


f.                                        Name and Emergency telephone number(s) of
the responsible Project Manager for the project.


 


g.                                     Foreman/Field Superintendent’s home phone and
pager number.


 


Contractor shall advise all subcontractors, suppliers, etc., of the
following building rules and regulations concerning their proper conduct
within the building.  It is the Contractor’s responsibility to ensure
everyone reads and understands these rules and regulations.
 Ignorance of it is not a waiver of liability or responsibility. 
Failure to comply with any of these rules may result in your contract
being canceled, your people being asked to leave the job site and/or fines
given to the Contractor.  The Contractor is ultimately responsible for the
conduct of its subcontractors, suppliers, employees, etc.


 


1.                                      No one shall be allowed to endanger the
Project or Building, its premises or its occupants in any manner
whatsoever.  If such a situation occurs, the Contractor, Subcontractor,
Supplier, etc. shall immediately take steps to correct and eliminate the
hazardous condition.  In the event that the Contractor’s personnel fail to
perform in a satisfactory manner, the Owner reserves the right to immediately
take steps to remedy the hazard at the Contractor’s expense.  All work
shall be performed after normal business hours of 6:00 AM to 6:00 PM unless
approved in advanced by the Building Management Office.


 


2.                                      In the event that the building is equipped
with a freight elevator to serve all floors, all Contractors and Contractor
personnel are to use only the freight elevator for transportation of men,
materials and equipment.  No personnel or equipment are permitted within
the finished passenger cabs (unless written permission is given); these are
reserved for occupants of the Project or Buildings and their guests.  If
any Contractor personnel are found in the passenger cars with tool belts,
material, equipment or tool chests, the elevators will be immediately inspected
for damage and Contractor shall be required to repair such damage.  The
individual may be required to leave the site.


 


3.                                      All Contractors and all personnel shall enter
and exit through the loading dock at all times or other locations as determined
by Building Property Management.  All Contractors shall sign in at the
Security Desk located in the lobby upon entering the Building.


 


4.                                      All deliveries are to be accepted, moved and
delivered to the work area by 6:00 a.m.  When accepting deliveries,
masonite must be laid to protect floor finishes.  It is the Contractor’s
responsibility to keep public areas clean at all times.


 


5.                                      All material deliveries shall be made at the
loading/service dock.  Contractor, where applicable, shall coordinate any
and all deliveries with the Building Management Office.  Contact Security
if you have any concerns regarding the size of the vehicle.  Material will
be brought through the loading dock to the freight elevator.  Hazardous
material is not allowed on site, without prior written notification of type and
quantity and authorization by the Building Management Office.  All
deliveries consisting of bulk material must be made between the hours of 6:00 p.m.
and 6:00 a.m., and must be scheduled with the Building Management
Office.  If deliveries are to be made at other times, approval must be obtained
from the Building Management Office.  At no time will material be
transported through the building lobby or public areas unless specifically
authorized in writing.


 


6.                                      All construction waste and debris shall be
removed via the freight elevator to the loading dock.  Construction waste
and debris shall only be removed between the hours of 6:00 p.m. to 6:00 a.m. 
No construction waste or debris may be placed in the building
dumpster/compactor.  The Contractor will provide for removal of waste and
debris from the building at its own expense.  If a dumpster is required
(space allowing), the location shall be authorized by Building Management
office.  The Contractor will keep the loading dock free from debris.


 


4

















 


7.                                      Construction personnel shall, at all times,
maintain the highest level of project cleanliness.  All construction
debris shall be removed through the service elevator on a daily basis and shall
never be allowed to produce a fire hazard.  In the event that the
Contractor fails or refuses to keep the demised premises free of accumulated
waste, the Building Management Office reserves the right to enter said premises
and remove the debris at the Contractor’s expense.  In addition, all
public areas, i.e., corridors,
restrooms, janitor’s closets, etc. shall be maintained and kept free of
construction debris, dust, etc.  Contractor shall provide moistened
walk-off mat at all exits from the construction site to the common
corridor.  Any flammable or hazardous materials (i.e., paint) may only be stored on the
premises with prior permission of the building management office that shall
designate an area for such storage.


 


8.                                      Pre-filters shall be installed over regular
air filters on all return air openings on floors under construction. 
Pre-filters will be replaced every 14 days.  If building filters or
equipment requires replacement or cleaning due to construction dust, the
Contractor will be charged.  Contractor will temporarily install filters
in any demising firewall damper.  Contractor is to remove these filters at
the end of the job, prior to final punch list walk.


 


9.                                      All entrance and exit doors are to be kept
closed to restrict the movement of dust, dirt, and noise.  Close off
temporary openings with polyurethane.   Due to local fire codes, no
openings may be made on an occupied floor to the corridor unless the premise is
“firewatched.”  See Nos. 15 and 16 for firewatch procedures and
penalties.  All corridor doors must remain closed unless materials are
being delivered to the construction site.  All HVAC filters in fan rooms
shall also be delivered in operable condition at time of completion (thus a
temporary filter should be added to the existing filter).


 


10.                                Specific Restrooms will be designated for Contractor
use.  Anyone found using Restrooms (other than those specified), or
janitorial closets, will be subject to dismissal.  Said restroom, any/all
sinks and/or drinking fountains will NOT be used for disposing of anything or
washing of anything.  Contractor will be fined $300.00 per offense, and
the person will be asked to leave the project.  No one is permitted to use
the janitorial closets without management’s permission.  Upon completion
of each Owner improvement, the Contractor will be responsible for restoring the
facility to its original state.


 


INITIAL


 


11.                                All corrective work or work performed in
occupied spaces at any time must be scheduled and approved by the Building
Management Office and must be immediately cleaned up by the workmen prior to
their leaving the job or at the end of the business day if the project is
on-going.  The Contractor shall be responsible for all costs incurred by
the Building Management Office if this clean-up work is not performed
satisfactorily.


 


12.                                All traffic control, flagmen, barricades,
etc., as may be necessary or required by any agency having jurisdiction, shall
be the sole responsibility of and at the expense of Contractor.


 


13.                                All Contractors are to take precautions to
prevent the accidental tripping of the fire alarm system.  False alarms
shall be fined to the Contractor at $ 300.00 each offense.


 


INITIAL


 


14.                                No gasoline-operated devices, i.e., concrete saws, coring machines,
welding machines, etc., shall be permitted within the Project and Building
premises.  All work requiring such devices shall be by means of
electrically operated substitutes.


 


15.                                All welding equipment (gas and oxygen
canisters), will be pre-approved by Building Management Office, and shall be
properly chained and supported to eliminate all potential hazards. 
Welding will only be done with a qualified, properly equipped firewatch
present.  Violation of this will result in a $1,000.00 fine to
Contractor.  All area around any welding will be protected from
spark.  Contractor is to notify Building Management Office 24 hours in
advance to any welding.  At the completion of use, said containers shall
be removed from the building.


 


INITIAL


 


16.                                Please contact the Building Management Office
24 hours in advance to schedule work on the following building
systems:  (Any disruption of services will be scheduled at the Building
Management Office’s discretion.)


 


(a)                                 Domestic water.


 


(b)                                Fire Life Safety System (alarm, speaker, or
strobe) installation, tie-ins or testing.  All FLS final ties-ins will be
done by Building Owners approved FLS contractor at Contractors expense. 
Twenty-four hours notice to the Building Management Office is required. 
Testing will be done between 6:00 pm and 6:00 am.


 


(c)                                 Electrical tie-ins to base building or the
addition of equipment to any area other than the Owner suite except sub panels
located within the Owner premises.


 


(d)                                Sprinkler system.


 


5

















 


(e)                                 Telecommunication and Satellite Dish.


 


(f)                                   Any work that will take place outside the
demised space (i.e., floor
coring, electrical, etc.) requires 48 hours advance notice.


 


(g)                                Any tie-ins that may affect other spaces.


 


(h)                                Noise or odor producing work.


 


Note:  If a utility or building alarm is to be turned off for
Contractor’s work, Contractor must notify the Building Management Office so
security can disarm the system.  Any system that is turned off will need a
person to stand guard as firewatch.  If it is discovered that a firewatch
is not posted, the Building Management Office will post a security guard at
market rate around the clock.  Said expense will be deducted from the
Contractors contract along with a $1,000.00 penalty.


 


INITIAL


 


17.                                Construction personnel are not permitted to
block open any entry door, stairway doors and electrical room doors. 
These doors provide the fire protection required by code.  Continued
violation of this provision shall be subject to a $200.00 fine and/or removal
of subcontractor from site.  Janitorial doors shall be kept closed at all
times on occupied floors.


 


INITIAL


 


18.                                Contractors shall provide and keep available
the required amount, based upon square footage, of fire extinguishers, within
the demised premises during construction.


 


19.                                Contractor/Subcontractor shall inaugurate and
maintain an accident prevention program and an employee safety-training
program.


 


20.                                All employees on the job, regardless of whose
direct payroll they are on, shall be required to respond to safety and
emergency (i.e., evacuation)
instructions, including alarms, from the Contractor’s supervision. 
Persons who do not respond shall be removed from the job.


 


21.                                Respect must be shown to the Building Tenants
and personnel at all times.  Rude and obscene behavior, including foul and
abusive language, will not be tolerated.  All clothing will be appropriate
and non-offensive.  Offenders will be asked to remove themselves from the
premises and shall not be permitted to return.


 


22.                                Any persons not on the approved Contractor
list will be denied access to the property - no exceptions.  All
Contractors, vendors, employees, guests, invitees, agents, etc., must sign in
with Security at their desk in the main lobby.


 


23.                                All workers are required, when and where
applicable, to wear on their person the Building Management Office approved
vendor badges.  These badges can be checked out on a daily basis from the
Building Management Office.  Contractor will be charged $25.00 for each
badge not returned from his trades.


 


24.                                No tobacco smoking or chewing will be
permitted in the building.


 


25.                                No radios or other sound producing equipment
will be permitted in the building or parking structure.


 


INITIAL


 


26.                                “Wet Paint” signs must be posted in all
public areas when appropriate.


 


27.                                All exterior/site and interior common areas,
near or adjacent to Construction area(s), shall be protected from all damage
during the course of construction.  The Contractor shall erect barriers
and take other practical measures to assure protection of these areas. 
Areas to protect include, but are not limited to:


 


(a)                                 Paved parking areas, sidewalks, planters, or
landscaping.


 


(b)                                Building shell surfaces, building
entries/exits, building systems service rooms.


 


(c)                                 Building lobby, corridors, elevators,
elevator lobbies, and stairways.


 


(d)                                Building toilet facilities, telephone access
rooms, signage/directories.


 


Soiled surfaces and/or damages occurring as a result of negligence or
carelessness, on part of construction personnel, shall be immediately remedied
or returned to it’s original condition at the Contractor’s sole expense.


 


28.                                Contractor shall provide temporary electrical
devices within the demised premises for their Subcontractor’s use. 
Contractor will not be permitted to run extension cords through public space (i.e., across corridors) on occupied floors
or through occupied spaces.


 


6

















 


29.                                The Contractor shall use reasonable measures
to minimize energy consumption in the construction area when possible. 
The Building shall pay for normal electrical consumption during the
construction process.  All lights and equipment must be extinguished at
the end of the Contractor’s business day.  In the event that the
Contractor continues to leave lights and equipment on during off-hours, the
Building Management Office reserves the right to receive just compensation for
excessive electrical consumption.


 


30.                                Loading Dock parking will only be used for
temporary loading or unloading of equipment and supplies.  Any vehicles
found in unauthorized spaces will be subject to posted parking
rates/regulations.


 


31.                                No Contractor shall be allowed to start any
work at the Project or in any Building without having a current Certificate of
Insurance on file with the Building Management Office.  Contractor must
keep current insurance certificates on all Subcontractors.  Any Contractor
or Subcontractor performing work without a current insurance certificate will
be immediately ordered off the premises.  Contractors shall list the
following, in addition to the building owner as additionally insured:  It’s
agents, employees, partners, and shareholders.


 


32.                                Contractor/Subcontractor shall obtain and pay
for a City Business License, if required.


 


33.                                The Contractor/Subcontractor shall obtain at
its own expense, all permits and licenses necessary to perform the work and
shall comply with all laws, ordinances, and regulations of the state and
federal government, and/or of any agency, board or commission or other duly
qualified body.


 


34.                                All work shall be performed in accordance
with all applicable laws and the rules and regulations of all City, State
and Federal agencies having jurisdiction over the work.


 


35.                                Loading Dock doors may only be opened for
delivery of material after hours, otherwise, the dock doors will be locked
down.


 


36.                                The Owner and/or the Building Management
Office reserves the right to inspect work, stop work and/or have a worker
removed from the job at any time during the contract.


 


37.                                No work is to be performed, nor materials
stored in any area other than the premises under construction without prior
written authorization.  Any material found in any location, other than the
premises under construction, will be confiscated and disposed (this includes
electrical and telephone rooms).  No staging of trucks or materials will
be allowed in areas, which may affect traffic flow to the adjoining properties.


 


38.                                Ceiling spaces shall be left clear of all
debris.  No debris, equipment, or materials shall be allowed to rest on
the ceiling grid or tiles.  Contractor shall inspect for and remove any
debris found on the ceiling grid or tiles.  This shall include residual
ceiling tiles or cuttings.


 


39.                                Access to the roof and electrical rooms of
the building shall be permitted only with prior consent of the Building
Management Office.


 


40.                                Any penetrations of the drywall below or
above the ceiling shall be patched in such a manner as to maintain the fire
rating of the wall and to leave no opening.  Any penetration through fire
rated areas must be sealed with an approved fire rated sealant and conduit
intended for that application.


 


41.                                All space above the ceiling is an HVAC return
air plenum.  As such, PVC and other flammable material that does not
display a factory label stating an intended use in such an area or an
acceptable flame/smoke rating shall not be installed in that space. 
Therefore, only plenum rated wire or cabling will be allowed in this
area.  Rating must be factory stamped and must read “CMP 4 with 100% FEP
wire insulation” or equivalent on the insulation jacket.  The only acceptable
alternative is to provide EMT conduit and encase the non-rated cable within.


 


42.                                Exposed plenum rated cabling shall not rest
on ceiling tile, fire sprinkler lines, ductwork, VAV boxes, air conditioning
units, or electrical conduit.  Subject cabling shall be supported from the
deck above by properly anchored hangers.  Under no circumstances will
cabling run through dampers.  Cabling shall not penetrate rated walls
without conduit enclosure and rated caulking or approved fire block.


 


43.                                All equipment or conduit in the ceiling
spaces that can be viewed through a return air grill shall be painted flat
black.  Ensure all HVAC controls are properly masked off during texturing
and painting.


 


44.                                Service access to existing equipment shall
not be hampered or obstructed by added equipment or newly constructed numbers.


 


45.                                Contractor is responsible for implementing
Indoor Air Quality (IAQ) as set forth by the Building Management Office. 
All return air to the building air system shall be covered with proper filter
media prior to any construction and removed after all construction is
completed.


 


46.                                Building Management’s selected roofing
contractor shall seal all roof penetrations.  Contractor shall remain
responsible for watertight integrity of any penetration until sealed.


 


47.                                EMT conduit is not to contact or to be
supported by HVAC units, dusts, or piping.


 


7

















 


48.                                If hazardous material or dangerous conditions
are suspected, the Contractor is required to advise the Building Management
Office before disturbing the subject material.


 


49.                                Should there be a need to deviate from any of
the regulations contained in this document, only the Building Management office
is authorized to allow such changes.


 


50.                                All Contractors working over the weekend and
after the normal hours shall provide the building management office a list of
workers 24 hours prior to any workers being on site or they will be denied
access.  The list should also include an estimated time the Contractors will
be working, the location of the work to be done, the number of employees and
the working Supervisor who will be present in the building during the
performance of the work.


 


51.                                Rubber, non-marking wheels are required on
all vehicles transporting materials in the Building or floors shall be
protected.  Said wheels and vehicles will be kept clean and free of debris
that could be tracked onto common areas.


 


52.                                The Contractor will be required to furnish
the building management office with a list of Subcontractors prior to
commencement of the job.  This list will include phone numbers and
contacts for each Contractor/Subcontractor, including home and emergency
telephone numbers.


 


	
  Corporate Officer

  	
  Home/Emergency Phone No.

  
	
   

  	
   

  	
   

  
	
  General Superintendent

  	
   

  	
  Home/Emergency Phone No.

  
	
   

  	
   

  	
   

  
	
  Project Superintendent

  	
   

  	
  Home/Emergency Phone No.

  



 


53.                                Contractor and Subcontractor are not allowed
to smoke, eat, or drink in the premises under construction or in any part of
the building, unless written permission is given.  Contractor shall not
bother or remove any personal items from the Tenant’s desk, furniture, etc.,
unless instructed by the Building Management Office.  Contractor shall not
enter into any Tenant’s refrigerator or use any appliances such as microwave
ovens, toasters, coffee machines, etc., nor should they consume any food or
beverage that is the property of the Tenant.


 


54.                                The Contractor, or his agent, shall provide
safety barricades or cables at floor penetrations.  Such penetrations will
be firewatched as described in No. 15.


 


55.                                Any existing vertical and/or horizontal area
separation is required to remain intact during construction.  If any
separations are compromised and not immediately sealed, a fire watch will be
required.  See Nos. 15 and 16 for firewatch procedures and penalties.


 


56.                                Contractor will exercise construction noise
and abatement by the use of proper scheduling practices.  The peaceful
enjoyment of existing, adjacent tenants and occupants (in premises above,
below, or to the sides) shall not be disturbed as a result of the contractors
work.  Noisy and odor producing work, (such as, but not limited to hammer
or drilling, core drilling, shooting of studs, carpet tack strips, painting,
wall covering, or other disturbances.), will only be allowed between the hours
of 6:00 p.m. to 6:00 a.m., Monday through Friday.  All work of
this nature must be selected twenty-four (24) hours in advance with the
Building Management Office.  Contractor will be asked to leave if this is
violated.


 


57.                                Prior to the commencement of work, this
guideline must be initialed and signed by Contractor.


 


 


	
  Signature:

  	
   

  	
   

  	
  Date:

  	
   

  	
  .

  



 


8

















 


	
  GENERAL INFORMATION

  
	
  Company Name:

  
	
  Address

  
	
  City  State  Zip Code

  
	
  Telephone Number

  o                              Fax
  Number o

  
	
  Ownership Structure (Please check one)

  
	
   

  
	
  o  Sole Proprietorship  o  Partnership  o  Corporation  o  Joint Venture  o  Other:

  
	
   

  
	
  Description of Service(s) Provided

  
	
   

  
	
  Contractor’s License #

  



 


RESPONSIBLE CONTRACTOR STATUS (Refer to definitions on next page)


Please
check one of the following boxes:


 


1. o  Meets all Responsible Contractor requirements


2. o  Meets none of the Responsible Contractor requirements


3. o  Meets certain of the Responsible Contractor requirements
(provide explanation below)


 


If you have checked box 3 above, please provide an explanation below
(attach additional pages if necessary):


 


Explanation:


 


 


OWNER’S CERTIFICATION OF RESPONSIBLE CONTRACTOR STATUS


On
behalf of the above-named company, the undersigned certifies that the
information and response provided therein are true, complete and accurate as of
this date, and he/she is aware that any intentionally misrepresented or
falsified information may result in disqualification from future contracting
opportunities.


 


	
  Signature

  	
   

  	
   

  	
  Date

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
   

  	
  Title

  	
   

  	
   

  
							



 


This form was prepared for use in compliance with the Responsible
Contractor Program Policy of the California State Teachers’ Retirement System (“CalSTRS”).


 


Any contractor or subcontractor with a minimum contract size of $25,000
should complete this form.


 


DEFINITIONS:


 


Responsible Contractor:          A contractor or subcontractor who pays
workers a fair wage and a fair benefit as evidenced by payroll and employee
record.  “Fair Benefits” are defined as including, but not limited to,
employer paid family health care coverage, pension benefits, and apprenticeship
programs.  What constitutes a “fair wage” and “fair benefit” depends on
the wages and benefits paid on comparable real estate projects based upon local
market factors, that include the nature of the project (e.g., residential or commercial, public or
private) comparable job or trade classification, and the scope and complexity
of the services provided.


 


9

















 


PUBLIC CORRIDOR PROTECTION


 


It is a Project and Building requirement that all Contractors and their
sub-contractors protect the Building and the Project when construction work is
conducted on a specific floor.  The Building Management Office requires the
Contractor to protect all public corridors and any and all other areas in the
Project and all Buildings that are used by their sub-contractors.


 


Public Corridor Protection Requirements:


 


1.                                      Full width, wet walk-off mats are to be
placed in front of each freight elevator door and corridor exits from all
construction areas.  The walk-off mats are to be cleaned daily and kept
wet.


 


2.                                      Carpet floors are to be lined with paper and
then masonite is to be installed on all public corridor entrance points and to
men’s bathrooms.  The sheets of masonite are to be taped together,
stopping their movement.


 


3.                                      Walls of public corridors are to be covered
with fire retardant plastic, taped from top to bottom.


 


4.                                      Freight elevator lobby entrance doors are to
be covered with Masonite.


 


5.                                      At all corridor/lobby changes in direction,
the walls and corners shall be protected with Masonite and poly.


 


6.                                      No materials, tools or carts are to be stored
in any public corridor, passenger elevator lobbies or freight elevator lobbies
at any time.


 


7.                                      All public corridors, passenger elevators and
freight elevator lobbies must be kept clean at times.


 


8.                                      No fire exit stairwell doors shall be propped
or shimmed open for any reason.


 


10














 


LOADING DOCK & FREIGHT ELEVATORS RULES


 


	
  Loading Dock hours:

  	
  Monday
  – Friday 5:00 a.m. – 9:00 p.m.

  
	
   

  	
   

  
	
  Freight Elevators hours:

  	
  Monday
  – Friday 6:00 a.m. – 6:00 p.m.

  



 


Requests for use of facilities outside of the above listed hours will
be handled on a case by case basis.  As a reminder, any access to the
building or use of the facilities, outside of normal operating hours (6 a.m.
- 6 p.m., Monday-Friday), will require submitting a request for after
hours access/facility use.  Holiday schedule will be the same as the
Sunday schedule.


 


The Building Management Office must receive all requests for access and
facility use no later than 2:00 p.m.
Office hours are 8:00 a.m. - 5:00 p.m., Monday through Friday. 
All facility use requests will be handled on a first come, first serve basis.  You should follow up
with the Loading Dock Manager to assure approval.


 


We require that any large deliveries such as furniture, drywall,
ceiling tile, and floor tile deliveries at the loading dock not be made between the hours of 6:00 a.m.
and 6:00 p.m.


 


DOCK RESTRICTIONS


 


1.                                      Loading dock access restrictions are 13’ high
and 40’ maximum length.


 


2.                                      All vehicles will be given a one (1) hour
time restriction for loading and unloading at all docking locations; any
extension of time will be at the discretion of the Loading Dock Manager.


 


3.                                      Extended docking privileges will be given
only after the Building Management Office has granted written permission.


 


4.                                      Moving vans under contract of office tenants
will be scheduled in advance by the Loading Dock Manager to avoid congestion in
the Loading Dock.


 


Moving vans, contractors and vendors must exercise extreme care so as
to protect the Project’s common areas, work and service corridors. 
Specifically, such companies are to provide protection for existing carpets and
wall coverings in the public corridor between the freight elevators and the
work area.  Carpets shall be completely covered with Masonite or similar
material.  Moving vans, contractors and vendors shall be responsible for
all damages resulting from any damages/work performed at the Project.


 


5.                                      All delivery truck operators will leave
ignition keys with loading dock personnel to enable every vehicle to be
relocated by the Dock Jockey.


 


6.                                      All delivery truck operators will be responsible
to furnish their  own dollies, carts, and man power to load and
unload cargo and remove all pallets, cartons, shipping material from
dock area.


 


7.                                      We request that construction deliveries at
the Loading Dock NOT be
made between the hours of 10:00 a.m. and 2:00 p.m.


 


8.                                      Loading and unloading on the Loading dock
during normal business hours (6:00 a.m. to 5 p.m.) is restricted to
one vehicle per company/vendor at a time up
to one hour (unless prior written permission has been given by
the Loading Dock Manager).


 


9.                                      All deliveries, which require Dock parking in
excess of one hour, must be scheduled between the hours of 6:00 p.m. and
6:00 a.m. and must be approved in writing by the Loading Dock Manager.


 


10.                                All correspondence and request for approval
must be forwarded to the attention of the Loading Dock Manager.


 


11.                                No Motorcycle are allowed in the loading Dock


 


12.                                Anyone working in the building for a one (1) week
period, or longer, must contact the Loading Dock Manager for a Project
identification badge.


 


NOTE:         DOCK PRIVILEGES MAY BE
REVOKED FROM ANYONE NOT FOLLOWING THESE POLICIES.


 


If you have any questions, please call of the Office of the Building at
(213) 485-9595.


 


	
  Thomas Properties Group, LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ellisa Irving

  	
   

  	
  Temika Stewart

  	
   

  
	
  Property Manager

  	
   

  	
  Loading Dock Manager

  	
   

  
	
  Plaza                           

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


11

















 


Gentlemen:


 


You
have requested our approval for the performance of certain work in the Premises
in the Building as shown on plans and specifications submitted by you.  We
hereby consent to your proceeding with the work, subject to the following
conditions:


 


1.                                      All costs and expenses in connection with or
arising out of the performance of the work shall be borne by you and all payments
therefor shall be made by you promptly as they become due, and evidence of such
payments shall be furnished to us on request.  At no time shall you do or
permit anything to be done whereby the Project, the Building or the land upon
which it is located may by subjected to any mechanic’s or other liens or
encumbrances arising out of work, and our consent herein shall not be deemed to
constitute any consent or permission to do anything which may create or be the
basis of any such lien or charge.  You shall notify us in writing not less
than ten (10) days prior to the commencement of any work in order to
afford us an opportunity to post and record appropriate notices of
non-responsibility with reference to all aspects of such work.  Prior to
the commencement of any work, and from time to time during the work whenever
requested by us, and promptly upon completion of work, by each original
contractor and each sub-contractor, you will deliver to us waivers of mechanic’s
liens duly executed by all contractors and all laborers or material men
concerned with said work.  At any time so requested by us you will, at
your expense, and as we require, provide and furnish to us either:  (a) surety
company bond, or (b) court order discharging lien, or (c) other form
of protection against any such liens or encumbrances which may be filed, or (d) secure
the release and/or discharge of any claim alleged to constitute such lien or
encumbrance, and will hold us harmless against the same.


 


2.                                      All materials as well as methods and
processes used in the performance of the work shall conform to the standards of
the Project of the Building and you hereby assure us that each of your
contractors is or will be entirely familiar with such requirements prior to
commencement of any work.


 


3.                                      You will perform this work in a safe and
lawful manner, using only contractors approved by us, and complying with
applicable laws and all regulations and requirements of municipal or other
governmental or duly constituted bodies exercising authority, and this
compliance shall include the filing of plans and other documents as required,
and the procuring of any required licensor permits at your sole cost and
expense.  You shall notify us in writing not less than ten(10) days
prior to the commencement of any work as to name, telephone number and
responsible party for each and every contractor and/or sub-contractor who is
about to commence work.


 


4.                                      You hereby indemnify and agree to defend and
hold us harmless from and against any and all suits, claims, actions, loss,
cost or expense (including claims for workmen’s compensation) based on personal
injury or property damage caused in or contract claims (including but not
limited to claims for breach of warranty) arising for the performance of this
work by you, your employees, agents, servants, or contractors engaged by you;
and you will repair or replace, or at our election, reimburse us for the cost
of repairing or replacing, any portion of the Project or the Building or item
of its equipment, or any of our real or personal property so damaged, lost or
destroyed in the performance of this work.


 


5.                                      Insurance.  During the entire term of this Agreement, Contractor shall
maintain, at its sole cost and expense, insurance as set forth below with a
licensed insurer qualified to conduct business in the state in which the
property is located, with a minimum Best Rating of AVII or better, and
otherwise reasonably acceptable to TPG Plaza Investments, LLC (“Owner”), and shall deliver to owner
certificates of insurance in form satisfactory to Owner concurrently with the
execution of this Agreement and shall deliver to Owner certificates of
insurance or renewals thereof at least thirty (30) days before the expiration
of any such policies.


 


(a)                                 Commercial General Liability Insurance
against bodily and personal injuries and death and property damage with a
combined single limit of not less than *    per occurrence,
*    general aggregate, *    products/completed
operations aggregate, and *    personal injury and advertising
injury, including contractual liability insurance specifically insuring the
indemnifying portions of this Agreement, naming Owner and Thomas Properties
Group as additional named insured (to the extent of the indemnification set
forth in Section 9 hereof);


 


(b)                                Umbrella Liability Insurance in the amount of
*    excess over the primary Comprehensive Liability Insurance
of *    the following form endorsement naming Owner and Thomas
Properties Group as additional named insured (to the extent of the
indemnification set forth in Section 9 hereof);


 


(c)                                 Worker’s Compensation Insurance in limits of
not less than *    bodily injury by accident – each accident,
$*    bodily injury by disease — each employee, and $*         injury by disease – policy limit, and Employers Liability Insurance
with limits of not less than $*


 


(d)                                Comprehensive Automobile Liability Insurance
covering owned, non-owned and hired vehicles against personal and bodily injury
and death and property damage with a combined single limit of not less than
$*    per occurrence, naming Owner and Thomas Properties Group
as additional named insured (to the extent of the indemnification set forth in Section 9
hereof);


 


12

















 


(e)                                 Comprehensive Crime Bond in limits of not
less than *    per occurrence covering all dishonest acts of
servants, employees, agents and representatives of Contractor while performing
services hereunder; and


 


(f)                                   In the event that Contractor is to park motor
vehicles as a part of the Services herein, Contractor shall continuously
maintain Garage Keeper’s Legal Liability Insurance in an amount of not less
than *   ) and Garage Liability Insurance in an amount not less
than *    ) (plus the *    ) Umbrella Liability
Insurance required above) naming Owner and Thomas Properties Group as
additional named insured (to the extent of the indemnification set forth in Section 9
hereof) in both such policies, which insurance may be subject to a deductible
provision not to exceed *    ? occurrence.


 


The certificates of insurance to be provided by Contractor pursuant to
this Section 8 shall be endorsed to provide that such policies shall not
be materially changed or cancelled until at least thirty (30) days prior notice
thereof by Registered Mail is given to Owner.  Contractor agrees that the
provisions set forth herein above and in Section 6 shall be imposed upon,
assumed and performed by each of its subcontractors, if any.


 


6.                                      Indemnification.  Contractor shall indemnify and save
harmless Owner and Thomas Properties Group, and Owner’s and Thomas Properties
Group’s officers, directors, shareholders, partners, agents, employees and
contractors from and against any and all losses, expenses (including, without
limitation, reasonable attorneys’ fees and costs), damages, costs, liabilities
and claims asserted against or suffered by Owner or Thomas Properties Group
arising from or in any manner related to the negligence, misconduct or other
fault of Contractor, its servants, agents, contractors or employees (i) because
of bodily or personal injuries, including death at any time resulting therefrom
(“injuries”), sustained by any
employee of Contractor while at the Property, or elsewhere, while engaged in
the performance of the Services under this Agreement, or (ii) because of
injuries sustained by any person or persons other than employees of Contractor
while at the Property, or elsewhere, or (iii) because of injury to or
destruction or loss of property; provided that Contractor shall not be required
to indemnify Owner or Thomas Properties Group to the extent any such losses,
expenses, damages, costs, liabilities and claims are caused by the negligence
or willful misconduct of Owner or Thomas Properties Group.  Contractor,
without limiting the generality of the foregoing, agrees that the policies of
insurance referred to in Section 5, above, shall each (where applicable)
contain clauses insuring Owner and Thomas Properties Group against any loss
resulting from a breach by Contractor and covering Contractor’s liability to
Owner in respect to any and all of the foregoing indemnification.  Owner
waives any claims it may hereafter have against Contractor for damage, loss or
injury to the Property to the extent such damage, loss or injury is covered by
insurance covering the Property; and Owner’s policy of casualty insurance
covering the Property shall be endorsed to provide that the insurer waives its
rights of subrogation against Contractor.


 


Contractor agrees to completely defend (or cause its insurance
companies to completely defend) promptly and diligently, at its or their sole
cost and expense, any claim, action, demand or proceeding brought against any
of the persons referred to in this Section 6 by any person or entity with
respect to any of the matters contained in Section 5 and/or Section 6
(the legal counsel for which must be reasonably satisfactory to Owner) and to
pay, upon demand, any and all attorneys’ fees, investigation costs, and all
other costs, expenses and liabilities to the extent that the same is not
actually paid by one or more of Contractor’s insurance companies.  It is
expressly understood and agreed that the provisions of this Section 6 and
of Section 5 shall survive the termination of this Agreement.


 


7.                                      We shall have no responsibility for or in
connection with the work and you will remedy at your own expense and be
responsible for any and all defects in all such work that may appear during or
after the completion thereof whether the same shall affect the premises in
particular or any parts of the building in general.


 


8.                                      If the performance of this work shall require
that additional services or facilities (including but not limited to extra
elevator services, hoisting, cleanup or other cleaning services, trash removal,
field supervision or ordering of materials) be provided, you shall pay us a
reasonable charge therefor, together with 20% for our supervision and
overhead.  If you employ us at your expense to perform any portion of the
work and thereafter elect to yourself (through a sub-contractor selected by you
but approved by us) perform any component of such portion (including, but
without limiting the generality of the foregoing, finishes or over-standard
items), then you shall pay us 10% of such sub-contractors total bill as and for
our supervision and overhead.


 


9.                                      All of your sub-contractors, employees,
servants and agents must work in harmony with, and shall not interfere with,
any labor employed by us, or our mechanics, engineers or contractors or by any
other tenant or its contractors.


 


10.                                All work shall be performed on weekdays,
Monday through Friday.  Any work to be performed at other times shall be
performed only after submitting an after-hours access form to the Office of the
Building.


 


11.                                All Contractors and their personnel, workmen
and agents are to use the freight elevator only.


 


12.                                All demolition of partitions or removal of
rubbish, or both, shall be done between the hours of 7:00 p.m. and 6:00 a.m. 
All such materials shall be taken to “B” level by use of the freight elevator
and from there removed from the Building through the loading dock.


 


13

















 


13.                                All electrical and power panel balancing
shall be maintained during the entire work period.


 


14.                                All core drilling and concrete cutting shall
be performed between the hours of 7:00 p.m. and 6:00 a.m.


 


15.                                An employee or agent of ours must accompany
all workmen performing work in adjacent tenant areas or entering adjacent
tenant areas.  You shall reimburse us for the cost of any such employee or
agent.


 


16.                                If any shut down or plumbing, electrical, or
air conditioning equipment becomes necessary, you shall notify us and we will
determine when such shut down may be made, and any such shut down shall be done
only if an agent or employee of ours is present.  You will reimburse us
for the expense of any such employee or agent.


 


17.                                You agree neither to demolish nor to remove
any structural element of the Building without our prior written approval.


 


18.                                Smoking is not permitted in the
Project, including the job site.  Smoking is only permitted outside of the
building.


 


19.                                Supplementing Paragraph 8 hereof, you will
provide for and pay all costs and expenses of cleaning that construction area
and for any clean-up required in adjacent areas as a result of the construction
work.


 


20                                   Any noise from adjacent space areas or smell
complaints by tenants shall be remedied immediately or all operations are to
cease until said noise or smell is abated.


 


21.                                You agree to be entirely responsible for the
maintenance of the balancing of any heating, ventilating or air conditioning
system or equipment installed by you and/or for maintenance of lighting
fixtures, partitions, doors, hardware, or any other installations made by
you.  Only a contractor or sub-contractor, approved in writing, in
advance, by the Building Management Office shall perform such maintenance.


 


22.                                Any hardware, light fixtures, or any heating,
ventilating or air conditioning installations now installed in the premises
which you remove and not reinstall, shall be stored by you where directed by us
in our premises.  No such removal may be made unless shown on the plans
and specifications approved by us.


 


23.                                You shall follow all Building Rules and
Regulations during construction.


 


24.                                Contractor must have a current Injury &
Illness Prevention Plan (IIPP) in force as required by state law.


 


25.                                We expressly reserve the right to revoke this
consent upon notice to you in the event of the breach of any of the terms or
conditions hereof, in which event all work shall immediately cease (except as
otherwise directed by us).


 


26.                                Nothing herein contained shall be constructed
as:  (i) constituting you as our agent (you to do the work herein as
principal) or (ii) a waiver by us of any of the terms or provisions of any
related lease, our consent and approval as aforesaid being hereby expressly
made subject thereto.  However, any default by you with respect to any
portion of this letter shall, at our option, be deemed a breach of said lease
and as to which we shall have all remedies as in the case of a breach of the
applicable lease.


 


CONTRACTORS
ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY, THE CONTRACTORS’ STATE
LICENSE BOARD.  ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED
TO THE REGISTER OF THE BOARD WHOSE ADDRESS IS:


 


CONTRACTORS’ STATE LICENSE BOARD


1020 “N” STREET


SACRAMENTO, CALIFORNIA 95814


 


This
consent shall have no force or effect unless and until you have signed and
returned to us the enclosed copy acknowledging your agreement with the
foregoing within (5) days from the date hereof.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Confirmed
  and Agreed:

  
	
   

  
	
                             Plaza

  
	
   

  



 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Title)

  



 


	
  Date:

  	
   

  	
   

  



 


14

















 


	
  Tenant/Contractor:

  	
   

  	
   

  



 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  (Title)

  



 


	
  Date:

  	
   

  	
   

  



 


 


Please sign and return to:


 


Thomas
Properties Group


515
South Flower Street, Suite 1100


Los
Angeles, CA 90071


Attn: 
Ellisa Irvin


 


15














 


EXHIBIT “D”


 


RULES AND REGULATIONS


 


Tenant shall observe and comply with the following Rules and
Regulations.  Subject to Article 21 of the Lease, Landlord shall not
be responsible to Tenant for the nonperformance of any of said Rules and
Regulations by or otherwise with respect to the acts or omissions of any other
tenants or occupants of the Project.  To the extent any part of these Rules and
Regulations are contrary to, or inconsistent with, any provision of the Lease,
the provisions of the Lease shall, to such extent, supercede these Rules and
Regulations.


 


1.                                      The sidewalks, driveways, entrances,
passages, courts, elevators, vestibules, stairways, corridors or halls shall
not be obstructed or used for any purpose other than ingress and egress. 
Provided, however, Tenant may use of the South Tower staircases to travel
between the floors of its South Tower Premises (and only between such floors)
and (subject to the terms of the Lease, including, without limitation,
paragraph 8 of these Rules and Regulations and Section 2.5 of the
Work Letter) may install special access control systems for the doors leading
to its Premises to the extent a Design Problem is not created and no applicable
laws are violated.


 


2.                                      No awnings or other projection shall be
attached to the outside walls of the Project without Landlord’s prior written
consent.


 


3.                                      The sashes, sash doors, windows and doors
that reflect or admit light and air into the halls, passageways or other public
places in the Project shall not be covered or obstructed, nor shall any objects
or articles be placed on the windowsills or in the windows, except as permitted
under the Lease.  The window coverings must be of such uniform shapes,
colors, materials and makes as may be designated by Landlord as “Building Standard”
in the Work Letter.  Neither the interior nor the exterior of any windows
shall be coated or otherwise sunscreened without Landlord’s prior written
consent.


 


4.                                      Except as expressly provided, permitted or
conditioned by Article 28 of the Lease (including, with respect to signs
that may be placed in the Plaza Building Space in accordance with Section 28.4
of the Lease), no sign, advertisement or notice shall be exhibited, painted or
affixed by Tenant or any part of, or so as to be seen from the outside of, its
Premises or the Project without Landlord’s prior written consent.  In the
event of Tenant’s violation of the foregoing, which violation remains uncured
for five (5) days after notice to Tenant from Landlord, Landlord may
remove the same without any liability and may charge the expense incurred in
such removal to Tenant.  All signs whether on doors, directory tablets or
elsewhere, shall be inscribed, painted or affixed for Tenant by Landlord at the
expense of Tenant, and shall be of a size, color and style acceptable to
Landlord.


 


5.                                      Any of Tenant’s rights pursuant to the Lease,
to use the South Tower Directory or the Electronic South Tower Directory in the
ground floor lobby of the South Tower, if any, will be provided exclusively for
the display of the name and location of Tenant and Tenant’s Permitted assignees
and subtenants only; and Landlord reserves the right to exclude any other names
therefrom, and each and every name in addition to the name of Tenant placed
upon the South Tower Directory or in the Electronic South Tower Directory,
shall be subject to Landlord’s prior written consent (and if approved by
Landlord, all costs therefor shall be paid by Tenant).  Provided, however,
that, subject to Section 28.3 of the Lease, Tenant shall be allocated one (1) line
on any such South Tower Directory or Electronic South Tower Directory for each
1,000 rentable square feet in its South Tower Premises (“Minimum Allotment”), and subject to, in
accordance with, and to the extent permitted under Section 28.3 of the
Lease, a reference to “City National Plaza” shall be placed on the South Tower
Directory, if any (or in the Electronic South Tower Directory, if any). 
Any such listings or representations, once installed (or input), shall be
subject to relocation or removal upon Landlord’s written request for any
nondiscriminatory reason uniformly applicable to all tenants of the South Tower
(except that any such relocations or removals at Landlord’s request, unless
such request is based upon Tenant’s breach of the Lease, of which these Rules and
Regulations are a part, shall be paid for by Landlord and no such removal shall
permanently reduce the number of lines allocated to Tenant below the Minimum
Allotment), and Tenant shall pay for the removal of any such listings or
representations upon its departure from its Premises.  Pursuant to Section 28.3
of the Lease, in the event that Landlord replaces the South Tower Directory
with an Electronic South Tower Directory, Tenant shall be afforded the same
number of lines in the Electronic South Tower Directory as it is entitled to on
the South Tower Directory.


 


6.                                      All doors opening onto public corridors shall
be kept closed, except when being used for ingress and egress.


 


7.                                      Subject to Articles 9 and 10 of the Lease and
to the Work Letter, Tenant shall not drill or bore into, cut or string wires
in, lay linoleum or other floor coverings in, or in any way deface any part of
its Premises or the Project, except with Landlord’s prior written consent and
as Landlord may direct.


 


8.                                      All security access keys or cards to the
Parking Facilities and entrances to the Project and Buildings shall be obtained
from Landlord, and shall, subject to requirements of, and to the extent
required by Section 28.7 of the Lease (and all of the provisions of Article 28
of the Lease), include a reference to the name of the Project as “City National
Plaza” for so long as Tenant shall retain the Project Name Rights.  Tenant
may install locks of any kind upon any of the doors to the Premises on the
condition that such locks shall be compatible with (and shall work with)
Landlord’s master key system for the Project; provided, however, that Tenant
may install locks of any kind on any of Tenant’s Secured Areas without regard
to the compatibility (or incompatibility) of such locks with Landlord’s master
key system for the Project.  Tenant shall provide extra keys to the non-secured
parts of its Premises to Landlord.  Tenant must, upon the termination of
its tenancy, give to Landlord all keys pertaining to the Premises and the
Project, and in the event of the loss of any keys so furnished, Tenant shall
pay Landlord the cost of replacing the same or changing the lock or locks
opened by such lost key(s) if Landlord shall deem it necessary to make
such change.


 


9.                                      Subject to Articles 9 and 10 of the Lease and
to the Work Letter, no window or other air conditioning or heating units or
other similar apparatus shall be installed or used by Tenant without Landlord’s
prior written consent.


 

















 


10.                                The water and wash closets and other plumbing
fixtures shall not be used for any purpose other than those for which they were
constructed and no sweepings, rubbish, rags or other substances shall be thrown
therein.


 


11.                                Subject to the Work Letter, all removals
from, or carrying in or out of, the Project of any safes, freight, furniture,
heavy or bulky matter of any description, must take place only between the
hours of 9:00 and 11:00 a.m., and 2:00 and 4:00 p.m. of days other
than Saturdays, Sundays and holidays (no moving being permitted on Saturdays,
Sundays or holidays without special permission) and must be made upon previous
written notice to Landlord and under its supervision, and the persons employed
by Tenant for such work must be acceptable to Landlord.  Tenant shall be
responsible for any damage to the Project caused by any such activity. 
Landlord reserves the right to inspect all heavy or bulky equipment or articles
to be brought into the Project and to exclude from the Project all such heavy
or bulky equipment or articles, the weight of which may exceed the floor load
for which the Project is designed (unless Tenant reinforces such floors, at
Tenant’s sole cost and expense, to the extent deemed reasonably necessary by
Landlord), or such equipment or articles as may violate any of the provisions
of the Lease of which these Rules and Regulations are a part.  Tenant
shall not use any machinery or other bulky articles in the Premises, even
though its installation may have been permitted, which causes any noise, or
jar, or tremor to the floors or walks which unreasonably interferes with the
normal business office operations of other tenants or occupants of the South
Tower and/or North Tower or with the normal business operations of any tenant
or occupant of the Plaza Building, or which by its weight might cause injury to
the floor of the Project (unless Tenant reinforces such floors, at Tenant’s
sole cost and expense, to the extent deemed reasonably necessary by Landlord).


 


12.                                Neither Tenant nor its employees, agents,
visitors or licensees shall at any time bring or keep upon the Premises any
flammable, combustible or explosive fluid, chemical or substance, except for a
reasonable quantity of such material that is reasonably necessary for the
conduct of Tenant’s business.


 


13.                                Tenant’s Premises shall not be used for
manufacturing or for the storage of merchandise except as such storage may be
incidental to the permitted use of such Premises.  Tenant shall not,
without Landlord’s prior written consent, occupy or permit any portion of its
Premises to be occupied or used for the manufacture or sale of liquor or
tobacco in any form, or as a barber or manicure shop, or (except to hire its
own employees for employment at the Premises) as an employment bureau. 
The Premises shall not be used for lodging or sleeping or for any immoral or
illegal purposes.


 


14.                                Tenant shall not make, or permit to be made,
any loud disturbing noises, or disturb or interfere with occupants of the
Project or neighboring buildings or premises or those having business with it
by the use of any musical instrument, radio, phonographs or unusual
noise.  Neither Tenant nor its servants, employees, agents, visitors or
licensees shall throw anything out of doors, windows or down the passageways.


 


15.                                No bicycles, vehicles or animals (except for
seeing eye dogs that are trained or are in the process of being trained) of any
kind shall be brought into or kept in or about Tenant’s Premises, and no
cooking shall be done or permitted by Tenant in its Premises, except that the preparation
of coffee, tea, hot chocolate and similar items (and to the extent contemplated
by the Lease, the cooking and service of food) for Tenant, its employees and
visitors shall be permitted; provided, however, that such activities shall be
permitted only if and to the extent that they do not otherwise violate the
Lease of which these Rules and Regulations are part.  Tenant shall
not cause or permit any unusual or objectionable odors to emanate from its
Premises.


 


16.                                These shall not be used in any space, or in
the public halls of the building, any hand trucks except those equipped with
rubber tires and side guards.


 


17.                                No vending or coin operated machines (except
for ATMs (as permitted by the Lease) or machines that count coins) shall be
placed by Tenant within the Premises without Landlord’s prior written consent,
except for those that serve Tenant’s employees and visitors.


 


18.                                No person shall be employed by Tenant to do
janitorial work in the Project (except in Tenant’s retail banking branch office
located in the Plaza Building Space or in Tenant’s Secured Areas or except as
otherwise specifically permitted by the Lease), or maintenance, construction or
similar work in any part of the Project without Landlord’s prior written
consent.  Any person employed by Tenant to do janitorial, maintenance or
similar work with Landlord’s consent shall, while in the Project, be subject to
reasonable rules imposed by Landlord or its agent or representative, and
Tenant shall be responsible for all acts of such persons.


 


19.                                Landlord shall have the right to prohibit any
advertising by Tenant (except to the extent that such advertising is
specifically permitted by the Lease) which identifies the Project or which, in
Landlord’s good faith opinion, tends to impair (i) the reputation of the
Project or (ii) the Project’s desirability as an office building, and upon
written notice from Landlord, Tenant shall refrain from or discontinue such
advertising.


 


20.                                Canvassing, soliciting and peddling in the
Project are prohibited and Tenant shall cooperate to prevent the same;
provided, however, that this rule shall not prohibit Tenant from seeking
to obtain the retail banking business of tenants or occupants of the Project by
normal advertising or promotional programs which are comparable to those
generally used by first class retail banking institutions and which are
conducted solely in and from Tenant’s retail bank branch office in the Plaza
Building Space.


 


21.                                Landlord reserves the right to control access
to the Project by all persons after reasonable hours or generally recognized
business days and at all hours on Sundays and legal holidays.  Tenant
shall be responsible for all persons for whom it requests after hours access
and shall be liable to Landlord for all acts of such persons.  Landlord
assumes no responsibility and shall not be liable for any damage resulting from
the admission of any unauthorized person to the Project; except to the extent
that the admission of any such person to the Project shall constitute gross
negligence on the part of Landlord.


 

















 


22.                                Landlord reserves the right to exclude or
expel from the Project, (a) any person who, in the judgment of Landlord,
is intoxicated or under the influence of liquor or drugs, or (b) (to the
extent that Landlord in good faith believes there is a potential for damage to
property or injury to person) who shall in any manner do any act in violation
of the Rules and Regulations of the Project.


 


23.                                It is understood and agreed between Landlord
and Tenant that no assent or consent to any waiver of any part hereof by
Landlord in spirit or letter shall be deemed or taken as made except if same is
done in a writing signed by Landlord.  Any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent application
thereof to Tenant.


 


24.                                Subject to Article 21 of the Lease,
Landlord reserves the right, at any time, to change or rescind any one of more
of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord’s judgment may from time
to time be necessary for the management, safety, care and cleanliness of the
Premises and Project, and for the prevention of good order therein, as well as
for the convenience of other occupants and tenants therein.  Landlord
shall not be responsible to Tenant herein or to any other person for the
nonobservance of the Rules and Regulations by any other tenant or other
person.  Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy
of the Premises.


 


25.                                Tenant shall not suffer or permit smoking or
carrying of lighted cigars or cigarettes in areas reasonably designated by
Landlord or by applicable governmental agencies as nonsmoking areas.


 


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


 


27.                                Tenant assumes all risks from theft or
vandalism and agrees to keep the Premises locked as may be required.


 

















 


PARKING RULES


 


The
following parking rules and regulations (“Parking
Rules”) shall be in effect at the Project.  Landlord reserves
the right to adopt reasonable, nondiscriminatory modifications and additions to
the Parking Rules by written notice to Tenant.  In the case of any
conflict between these Parking Rules and the Lease, the Lease shall
control.


 


1.                                      Parking areas shall be used only for parking
vehicles no larger than full size, passenger automobiles (including vehicles
commonly known as “SUVs” (which SUVs shall include Mercedes Benz G500 wagons
and GMC Hummers); provided, however, that no such SUVs shall park in any
parking spaces in the Parking Facilities designated as parking for “compact”
vehicles) herein called “Permitted
Size Vehicles.”  Vehicles other than Permitted Size
Vehicles are herein referred to as “Oversized
Vehicles.”


 


2.                                      Tenant shall not permit or allow any vehicles
that belong to or are controlled by Tenant to be loaded, unloaded, or parked in
areas other than those designated by Landlord for such activities.  Tenant
shall instruct Tenant’s employees, suppliers, shippers, customers, or invitees
that vehicles that belong to, or that are controlled by such parties shall not
be unloaded, or parked in areas other than those designated by Landlord for
such activities.


 


3.                                      Parking stickers, access cards or
identification devices shall be the property of Landlord and be returned to
Landlord by the holder thereof upon termination of the holder’s parking
privileges.  Tenant shall pay to Landlord refundable deposits on such
devices as reasonably established by Landlord from time to time.  Tenant
will pay such replacement charge as is reasonably established by Landlord for
the loss of such devises.


 


4.                                      Landlord reserves the right to suspend the
privilege to park in the Parking facilities granted to any person who refuses
or complies with the applicable rules, regulations, laws and/or agreements
relating to the uses of the Parking Facilities, and subject to the provisions
of the Section 20.8 of the Lease, in the case of persons who willfully,
repeatedly or habitually violate such rules, regulations, laws and/or
agreements, further reserves the right to revoke such persons’ privileges to
park in the Parking Facilities (and to refuse the sale of monthly identification
devices and/or parking access cards to such persons).


 


5.                                      Landlord reserves the right:  (a) to
the extent permitted by the Lease, to relocate, on a reasonable and non-discriminatory
basis, all or a part of the Parking Privileges:  (i) from one location
within the Project to another location within the Project and/or (ii) to
reasonably adjacent offsite location(s), and (b) to reasonably allocate
the parking spaces within the Parking Facilities between compact and standard
size spaces, so long as the same complies with applicable laws, ordinances and
regulations.


 


6.                                      Users of the parking area will obey all
posted signs and park only in the areas designated for vehicle parking.


 


7.                                      Unless otherwise instructed, every person
using the parking area is required to park and lock his or her own
vehicle.  Landlord will be responsible or liable to Tenant for any damage
to vehicles, injury to persons or loss of property, except to the extent such
damage or injuries are caused by the gross negligence of Landlord.


 


8.                                      Parking validation, will be permissible only
by such method or methods as Landlord and/or its licensee may establish, and at
the rates specified in the Lease.


 


9.                                      The Parking Facilities shall be used only for
parking Permitted Size Vehicles.  The maintenance, washing, waxing or
cleaning of vehicles in the parking structure or Common Areas of the Project is
prohibited.  Tenant shall have no right to install any fixtures, equipment
or personal property (other than vehicles) in the Parking Facilities, nor shall
Tenant make any alteration to the Parking Facilities.


 


10.                                Tenant shall employ commercially reasonable
efforts to cause the group of all of its employees, agents and invitees to
comply with all applicable parking rules, regulations, laws and agreements.


 


11.                                Such parking use as is herein provided is
intended only as a license, and no bailment is intended or shall be created
hereby.


 


12.                                In no event shall Tenant or its employees
park in any reserved spaces leased to other tenants or in any stalls within the
designated visitor parking zones.


 


13.                                Tenant shall, upon request of Landlord from
time to time, furnish Landlord with a list of its employees’ names and of
Tenant’s and its employees’ vehicle license numbers.  Tenant agrees to
notify its employees of these Parking Rules as the same are modified from
time to time.  Subject to compliance with applicable Laws, Landlord may
tow away from the Project and/or the Parking Facilities any vehicle belonging
to any person that is parked in violation of these Parking Rules, and/or may
attach violation stickers or notices to any such vehicles.


 


14.                                Persons using the Parking Facilities shall
observe all directional signs and arrows and any posted speed limits. 
Unless otherwise posted, in no event shall the speed limit of five (5) miles
per hour be exceeded in the Parking Facilities.  All vehicles shall be
parked entirely within painted stalls, and no vehicles shall be parked in areas
which are posted or marked as “no parking” or on ramps, driveways and
aisles.  Only one (1) vehicle may be parked in a parking space. 
In no event shall Tenant interfere with the use and enjoyment of the Parking
Facilities by other tenants of the Building or their employees or invitees.


 


15.                                Should any parking spaces be allotted by Landlord
or Tenant, either on a reserved or unreserved basis, Tenant shall not assign or
sublet any of those spaces, either voluntarily or by operation of law, without
the prior written consent of Landlord, except in connection with an authorized
assignment of this Lease or


 

















 


subletting
of the Premises, or subject to the terms of the Lease (including, without
limitation, Section 20.8, by granting a license to others to use Parking
Privileges that Tenant is obligated to lease but cannot use).


 


16.                                Landlord reserves the right to modify these rules and
regulations and to adopt such other reasonable and non-discriminatory rules and
regulations as it may from time to time deem necessary for the proper operation
and safety of the parking area.  Tenant agrees to abide by these and any
such other rules and regulations.


 


Landlord
reserves the right, at any time, to reasonably change or rescind any one or
more of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord’s judgment may from time
to time be necessary for the management, safety, care and cleanliness of the
Premises and the Project, and for the preservation of good order therein, as
well as for the convenience of other occupants and tenants therein.  Landlord
may waive any one or more of these Rules and Regulations for the benefit
of any particular tenants, but no such waiver by Landlord shall be construed as
a waiver of such Rules and Regulations in favor of any other tenant, nor
prevent Landlord from thereafter enforcing any such Rules or Regulations
against any or all tenants of the Project.  Tenant shall be deemed to have
read these Rules and Regulations and to have agreed to abide by them (and,
to the extent required herein, to instruct or employ commercially reasonable
efforts to cause its employees, agents, suppliers, shippers, customers,
visitors, and/or invitees to comply with these Rules and Regulations) as a
condition of its occupancy of the Premises.


 

















 


EXHIBIT “E”


 


FORM OF TENANT ESTOPPEL CERTIFICATE


 


The
undersigned as [Tenant] [Landlord] under that certain Office Lease dated November 19,
2003 (the “Lease”) between TPG
PLAZA INVESTMENTS, LLC, a Delaware limited liability company, as landlord, and
CITY NATIONAL BANK, a national banking association, as tenant, for Premises
located on a portion of (i) the first (1st) floor of the Office Building
located at 525 South Flower Street, Los Angeles, California and (ii) floors
[       ,       ,       ,       ,       ,       ,       ,       ,       ,       and      ]
of the Office Building located at 555 South Flower Street, Los Angeles,
California, certifies as follows:


 


1.                                      True, correct and complete copies of the
Lease and all amendments, modifications and supplements thereto are attached
hereto and the Lease, as so amended, modified and supplemented, is in full
force and effect, and represents the entire agreement between Tenant and
Landlord with respect to the Premises and the Property (all terms in initial
capitals herein not otherwise defined herein shall have the meanings ascribed
to such terms in the Lease).  There are no amendments, modifications or
supplements to the Lease, whether oral or written, except as follows (include
the date of such amendment, modification or supplement)


 


                                            .


 


2.                                      Occupancy and Commencement:


 


a.                                      Tenant commenced occupancy of the First
Increment Office Space described in the Lease, currently occupies the First
Increment Office Space, and the First Increment Commencement Date occurred on
                           ,
200   .


 


b.                                     Tenant commenced occupancy of the Second
Increment Office Space described in the Lease, currently occupies the Second
Increment Office Space, and the Second Increment Commencement Date occurred on                            ,
200   .


 


c.                                      Tenant commenced occupancy of the Plaza
Building Space described in the Lease, currently occupies the Plaza Building
Space, and the Plaza Building Commencement Date occurred on                            ,
200   .


 


d.                                     Tenant commenced occupancy of the Third
Increment Office Space described in the Lease, currently occupies the Third
Increment Office Space, and the Third Increment Commencement Date occurred on                            ,
200   .


 


e.                                      Tenant commenced occupancy of the Fourth
Increment Office Space described in the Lease, currently occupies the Fourth
Increment Office Space, and the Fourth Increment Commencement Date occurred on                            ,
200   .


 


3.                                      Tenant has not transferred, assigned, or
sublet any portion of the Premises nor entered into any license or concession
agreements with respect thereto except as follows:


 


.


 


4.                                      Base Rent:


 


a.                                      With respect to the First Increment Office
Space, became payable on                            ,
200   .


 


b.                                     With respect to the Second Increment Office
Space, became payable on                            ,
200   .


 


c.                                      With respect to the Plaza Building Space,
became payable on                            ,
200   .


 


d.                                     With respect to the Third Increment Office
Space, became payable on                             ,
200   .


 


e.                                      With respect to the Fourth Increment Office
Space, became payable on                            ,
200   .


 


5.                                      Rent Commencement:


 


a.                                      In accordance with the Lease, Rent for the
First Increment Office Space commenced to accrue on                            ,
20     .


 


b.                                     In accordance with the Lease, Rent for the
Second Increment Office Space commenced to accrue on                            ,
20     .


 


City National Lease


 

















 


c.                                      In accordance with the Lease, Rent for the
Plaza Building Space commenced to accrue on                            ,
20     .


 


d.                                     In accordance with the Lease, Rent for the
Third Increment Office Space commenced to accrue on                            ,
20     .


 


e.                                      In accordance with the Lease, Rent for the
Fourth Increment Office Space commenced to accrue on                            ,
20     .


 


6.                                      The Term of the Lease expires on                                  .


 


7.                                      The Lease provides for four (4) options
to extend the term of the Lease, each for five (5) years, for all of or a
certain minimum portion of the Premises pursuant to Section 2.4.1 of the
Lease.  The rental rate for such extension term is as follows: *
[ILLEGIBLE] Extension Premises in the event of any extension of the Term by
Tenant and * [ILLEGIBLE] or the Extension Premises in the event of any
extension of the Term by any Permitted Assignee.  Except as expressly
provided in the Lease, and other documents attached hereto, Tenant does not
have any right or option to renew or extend the term of the Lease, to lease
other space at the Property, nor any preferential right to purchase all or any
part of the Premises or the Property.


 


8.                                      To the best of the undersigned’s actual
knowledge, with no duty of inquiry or investigation with respect to the other
party’s conduct, all conditions of the Lease to be performed by
[Landlord][Tenant] necessary to the enforceability of the Lease have been
satisfied and [Landlord][Tenant] is not in default thereunder.  All space
and improvements leased by Tenant have been completed and furnished and all of
Landlord’s Work has been completed in accordance with the provisions of the
Lease, except as noted below, and Tenant has accepted and taken possession of
the Premises.


 


9.                                      To the best of the undersigned’s actual
knowledge, with no duty of inquiry or investigation with respect to the other
party’s conduct, there are no offsets or credits against rentals currently due
and payable or scheduled under the Lease and no free periods or rental concessions
have been granted to Tenant, except as follows:


 


                                                                                                                                                                     .


 


10.                                All monthly installments of Base Rent, all
Additional Rent and all monthly installments of estimated Additional Rent have
been paid when due through                             . 
The current monthly installment of Base Rent is $                             .


 


11.                                The undersigned acknowledges that this
Estoppel Certificate may be delivered to [Landlord’s prospective mortgagee, or
a prospective purchaser, or to an entity that may acquire, merge with or
consolidate with Landlord] [a prospective assignee or sublessee of Tenant or an
entity that may acquire, merge with or consolidate with Tenant] and
acknowledges that it recognizes that if same is done, said [mortgagee,
prospective mortgagee, or prospective purchaser or entity] [assignee, sublessee
or entity] will be relying upon the statements contained herein in [making the
loan or acquiring the property of which the Premises are a part and accepting
an assignment of the Lease as collateral security, or in acquiring, merging
with or consolidating with Landlord] [accepting an assignment of the Lease from
Tenant, subleasing the Premises (or any portion thereof) from Tenant or
acquiring, merging, with or consolidating with Tenant], and that receipt by it
of this certificate is a condition of [the making of such loan, such
acquisition of such property or of such acquisition, merger or consolidation]
[the accepting of such assignment or sublease or of such acquisition, merger or
consolidation].


 


12.                                Each individual executing this Estoppel
Certificate on behalf of the undersigned hereby represents and warrants that
the undersigned is a duly formed and existing entity qualified to do business
in California and that the undersigned has full right and authority to execute
and deliver this Estoppel Certificate and that each person signing on behalf of
the undersigned is authorized to do so.


 


Executed
at                        
on the
                           
day of
                                    ,
20   .


 


[“Tenant”:


 


CITY
NATIONAL BANK,


a
national banking association


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
  ]

  



 

















 


	
  [“Landlord”

  



 


	
  TPG
  PLAZA INVESTMENTS, LLC

  
	
  a
  Delaware limited liability company

  



 


	
   

  	
  By:

  	
  TPGA,
  LLC

  
	
   

  	
  a
  Delaware limited liability company, its Managing Member

  



 


	
   

  	
  By:

  	
  TPG/CALSTRS,
  LLC

  
	
   

  	
  a
  Delaware limited liability company, its Managing Member

  



 


	
   

  	
  By:

  	
  THOMAS
  PROPERTIES GROUP, LLC

  
	
   

  	
  a
  Delaware limited liability company, its Managing Member

  



 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
  ]

  	
   

  



 














 


EXHIBIT “F”


 


SUPERIOR
RIGHT AND SUPERIOR RIGHT HOLDERS

WITH RESPECT TO THE POTENTIAL FIRST RIGHT SPACE


 


1.        
BofA


 

















 


[GRAPHIC]


 


EXHIBIT “G”


 


TENANT’S
PLAZA BUILDING ATM LOCATION


 

















 


EXHIBIT “H”


 


TENANT’S
B-LEVEL ATM LOCATION


 


The
location of Tenant’s ATMs on the B-Level shall be in a high visibility location
on the reconfigured B-Level where there is significant pedestrian traffic as
reasonably and mutually agreed by Tenant and Landlord.  Tenant shall have
the right to initially install its ATMs at the current location of the BofA
ATMs; provided, however, that (i) Landlord shall have the right upon
delivery of reasonable advance written notice to Tenant, to relocate any such
location to another location (or locations) conforming to the requirements of
this Exhibit “H”, and (ii) in the case where Landlord shall require
relocation of such ATMs pursuant to the preceding clause (i), Landlord shall
reimburse Tenant for Tenant’s Actual Costs incurred by Tenant in physically
removing such ATMs, transporting such ATMs to the new ATM location, designing
the new ATM location and installing the ATMs in the new location.


 

















 


EXHIBIT “I”


 


CALIFORNIA
ASBESTOS NOTICE


 


In
1988, California enacted Legislation (specifically, Chapter 10.4 of the Health
and Safety Code, Section 25915 et seq.) requiring landlords and tenants of
commercial buildings constructed prior to 1979 to notify certain people,
including each other and their respective employees working within such
building, of any knowledge they may have regarding any ACM (as defined in Section 7.3.2
of the Lease) in the Building.  This notification is being given to
provide the information required under this Legislation in order to help you
avoid any unintentional contact with ACM, to assure that appropriate precautionary
measures are taken before disturbing any ACM, and to assist you in making
appropriate disclosures to your employees and others.


 


1.             Background Information.   Structural steel fireproofing
and other building materials containing asbestos were widely used in
construction from the 1950’s through the mid-1970’s.  This Building was
built before 1979 and certain asbestos-containing materials are located in the
Building.


 


2.             ACM Survey and Operations
Plan.   We have engaged qualified ACM
consultants to survey the property for ACM and to assist in implementing an ACM
management plan that includes, among other things, periodic inspection and
surveillance, air monitoring, information and training programs for building
engineering and maintenance staff, cleaning procedures, emergency fiber release
procedures, work procedures and other measures to minimize potential fiber
release occurrences.


 


3.             Information Regarding
Exposure.   We have
no reason to believe that the ACM in the Building is currently in a condition to
release asbestos fibers which would pose a significant health hazard to the
Building’s occupants; this should remain so if such ACM is properly handled and
remains undisturbed.  You should take into consideration that our
knowledge as to the absence of health risks is based solely upon general
information, and that we have no special knowledge concerning potential health
risks resulting from exposure to ACM in the Building.  We are therefore
required by the above-mentioned legislation to encourage you to contact the
County Departments of Health Services, the Federal or State Occupational Safety
and Health Administration, or other public agencies if you wish to obtain a
better understanding of the potential impacts resulting from exposure to ACM.


 


4.              Notification
Procedures for Construction Activities.  
Because any tenant alterations or other work at the property could disturb ACM
and possibly release asbestos fibers into the air, we must require that you
obtain our written approval prior to beginning such projects.  This
includes not only major alterations, but also such activities as drilling or
boring holes, installing electrical, telecommunications or computer lines,
sanding floors or walls, removing ceiling tiles or other work which might disturb
ACM.  In many cases, such activities will not affect ACM, but you are
required to notify the Property Management Office in advance at the address set
forth on Schedule 1, and receive approval, in each and every case. 
The Property Management Office will make available such instructions as may be
required.  Any such work shall not be attempted by an individual or
contractor who is not qualified to handle ACM.  In the areas specified in
Schedule 1, you must avoid touching or disturbing the ACM in any
way.  If you observe any activity which has the potential to disturb ACM,
you should report the same to the property manager immediately.


 


5.              Building
Safety Rules Pertaining to ACM.  
In connection with the foregoing, we have adopted the following policies (which
shall be considered rules under tenant leases):


 


(1)           The owner, and
representatives of the owner, including, without limitation, the owner’s ACM
consultant, are entitled upon reasonable prior notice, except in emergencies
(in which event no prior notice is required), to enter into the premises of any
tenant to inspect for ACM, perform air tests and abatement; and


 


(2)           Any tenant,
contractor, subcontractor or other party must obtain the owner’s prior written
approval before performing any alterations on any tenant space, or performing
any other work at the property that might disturb ACM or involve exposure to
asbestos fibers as described above.


 


6.             Further Information.   At this time, we are
unaware of specific handling restrictions or procedures which might be
necessary in any particular situation to avoid exposure to the ACM in the
Building.  We are therefore required by the above-mentioned legislation to
encourage you to contact local, state or federal public health agencies if you
wish to obtain further information regarding handling procedures and
restrictions.


 

















 


SCHEDULE 1


 


TO


 


EXHIBIT “I”

CALIFORNIA ASBESTOS NOTICE


 


	
  BUILDING:

  	
   

  	
  525-555
  South Flower Street, Los Angeles, California

  
	
   

  	
   

  	
   

  
	
  PROPERTY MANAGER:

  	
   

  	
  Thomas
  Properties Group, LLC

  
	
   

  	
   

  	
   

  
	
  ADDRESS OF BUILDING 

  	
   

  	
  515 South
  Flower Street

  
	
  OFFICE:

  	
   

  	
   

  
	
   

  	
   

  	
  Sixth Floor

  
	
   

  	
   

  	
  Los Angeles,
  CA 90071

  
	
   

  	
   

  	
  Telephone:
  (213) 613-1900

  



 


SPECIFIC
LOCATIONS WHERE ACM MAY BE PRESENT IN ANY QUANTITY


 


1.                                       Sprayed-on fireproofing on the structural
steel and overspray on the ceiling above the suspended ceilings.


 


2.                                       Floor tiles and associated mastic.


 


3.                                       Drywall joint compound.


 


4.                                       Thermal systems insulation.


 


5.                                       Encapsulated in window column enclosures.


 


6.                                       Underneath HVAC induction units between
structural floor slabs.


 

















 


EXHIBIT “J”


 


Cleaning
and Janitorial Specifications


 


1.              Nightly Services.


 


All nightly services shall be performed Monday through Friday,
fifty-two (52) weeks per year, except on holidays.


 


Janitorial Specifications.


 


1.1   Janitorial Service Specifications for
Tenant Suite and Common Areas on Tenant Floors.


 


Nightly Services.


 


1.1.1.1.   Secure all lights as soon as possible each night.


 


1.1.1.2.   Vacuum all carpets as required.


 


1.1.1.3.   Dust mop all resilient and composition floors with treated
dust mops.  Damp mop to remove spills and water stains as required.


 


1.1.1.4.   Dust all horizontal surfaces on desks and office
furniture.  (Papers, folders and personal items on desks are not to be
removed.)


 


1.1.1.5.   Spot clean doors, frames, glass partitions, light switches,
wipeable walls and surfaces.  (Flat paint cannot be cleaned.)


 


1.1.1.6.   Empty all waste paper baskets and wipe clean if necessary.


 


1.1.1.7.   Remove all trash from floors.


 


1.1.1.8.   Return chairs and waste baskets to proper positions.


 


1.1.1.9.   Clean drinking fountains (if applicable).


 


1.1.1.10. Hand dust and clean tenant stairwells interconnecting floors and
hand rails weekly.


 


1.1.1.11. Clean and remove debris from all metal door thresholds weekly.


 


1.1.1.12. Wipe clean smudged bright work weekly.


 


1.1.1.13. Spot clean all carpets, resilient and composition floors weekly.


 


1.1.1.14. Vacuum under and around all desks and office furniture weekly.


 


1.1.1.15. Dust all vinyl base weekly.


 


Monthly Services.


 


1.1.2.1.   Wipe clean and polish all common area bright work.


 


1.1.2.2.   Edge all carpeted areas.


 


1.1.2.3.   Dust all high-reach areas including, but not limited to,
tops of door frames, furniture ledges, tops of partitions, picture frames,
graphs and similar wall hangings.


 


1.1.2.4.   Dust all low-reach areas including, but not limited to,
chair rungs, furniture ledges, baseboards, wood paneling moldings, etc.


 


1.1.2.5.   Clean and spray buff all flooring.


 


1.1.2.6.   Brush or vacuum upholstered furniture.


 


Periodic Services.


 


1.1.3.1.   Scrub or otherwise recondition all resilient or
composition flooring to provide a level of appearance equivalent to a
completely refinished floor twice per year.


 


1.1.3.2.   Dust or vacuum window blinds or curtains as required, but
not less than once per year.


 


1.1.3.3.   Dust light fixtures inside and out when replacing lamps or
not less than once per year.


 

















 


2.  
Restroom Service Specifications.


 


2.1.  
Nightly Services.


 


Restock
all restrooms with supplies, including paper towels, toilet tissue, seat covers
and hand soap as required.


 


Restock
all sanitary napkin dispensers as required.


 


Clean
all mirrors, dispensers, faucets, flushometers and bright work.


 


Wash
and sanitize all toilets, toilet seats, urinals and sinks.  Wipe dry all
sinks.


 


Mop
all restroom floors with disinfectant germicidal solution.


 


Empty
all waste and sanitary napkin receptacles.


 


Remove
all restroom trash.


 


Spot
clean finger prints, marks and graffiti from walls, partitions, glass, aluminum
and light switches where required.


 


2.2.  
Weekly Services.


 


Dust
all low reach and high reach areas including, but not limited to, ledges,
mirror tops, partition tops and edges.


 


2.3  
Periodic Services.


 


Wipe
down all tile walls and metal partitions.  Partitions shall be left in an
unstreaked condition after this work.


 


Thoroughly
clean all ceramic tile floors when required.


 


3.  
Day-Cleaning Services.


 


3.1 
Vacuum clean elevator cab floors daily.


 


3.2 
Wipe clean and remove finger marks from all metal bright work throughout public
areas and up to hand reach daily.


 


3.3.  
Check men’s washrooms for toilet tissue replacement.


 


3.4.  
Check ladies’ washrooms for toilet tissue and sanitary napkin replacements.


 


4.  
General.


 


4.1.  
Clean and treat as necessary interior and exterior of elevator car including
hatch doors (and saddles) serving Premises.


 


4.2 
Wipe all interior window frames, mullions and other painted or unpainted
interior metal surfaces of the perimeter walls of the Building each time the
interior of the windows is washed.


 


4.3.  
Wipe down mail depositories nightly.


 


4.4.  
Wipe clean and polish all metal hardware fixtures and other bright work as
needed.


 


4.5.  
Keep in a clean condition all public telephones and their enclosures.


 


4.6.  
Clean all directory boards as required, remove fingerprints and smudges
nightly.


 


4.7.  
Maintain Building lobby, corridors and other public areas in a clean condition.


 


5.  
Window Cleaning.


 


5.1.  
Exterior surfaces of exterior windows shall be cleaned three times per year.


 


5.2.  
Interior surface of exterior windows shall be cleaned once per year.


 














 


EXHIBIT “K”


 


INTENTIONALLY
DELETED


 

















 




	
   

  	
   

  	
  NOTE:
  Use GE Plastics (tel 800-451-3147)

  Lexan® UV- Resistant extruded

  polycarbonate sheeting #SG-300-112

  with UV protective coating for sign surface.

  Front-lit 9” deep channel letter sign.

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK  NAMING
  RIGHTS STUDY  North Elevation-Top of Building  11.12.03

  



 


	
  1/32” = 1’-0” [S P LOGO]

  



 


EXHIBIT “L”


 


SOUTH TOWER
TOP SIGNS


 


1

















 




	
   

  	
   

  	
  NOTE:
  Use GE Plastics (tel 800-451-3147)

  Lexan® UV- Resistant extruded

  polycarbonate sheeting #SG-300-112

  with UV protective coating for sign surface.

  Front-lit 9” deep channel letter sign.

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK  NAMING
  RIGHTS STUDY  South
  Elevation      Top of
  Building  11.12.03

  



 


	
  1/32” = 1’-0” [S P LOGO]

  



 


2

















 




	
   

  	
   

  	
  NOTE:
  Use Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6” deep back-lit channel letter sign.

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK  NAMING
  RIGHTS STUDY  Figueroa Elevation  11.12.03

  



 


	
  1/16” = 1’-0” [S P LOGO]

  



 


EXHIBIT “M”


 


SOUTH TOWER
EYEBROW SIGNS


 


1

















 




	
   

  	
   

  	
  NOTE:
  Use Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6” deep back-lit channel letter sign.

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK  NAMING RIGHTS STUDY  6TH STREET
  Elevation  11.12.03

  



 


	
  1/32” = 1’-0” [S P LOGO]

  



 


2

















 




	
   

  	
   

  	
  NOTE:
  Use Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6” deep back-lit channel letter sign.

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK   NAMING RIGHTS STUDY   Flower Elevation  11.12.03

  



 


	
  1/16” = 1’-0” [S P LOGO]

  



 


3

















 




	
   

  	
   

  	
  NOTE:
  The dimentional letters should match

  the depth and finish of the gold-plated

  existing entry signs

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK   NAMING RIGHTS STUDY   Plaza Elevation  11.12.03

  



 


	
  1/4” = 1’-0” [S P LOGO]

  



 


EXHIBIT “N”


 


SOUTH TOWER
ENTRANCE SIGNS


 

















 




	
   

  	
   

  	
  NOTE:
  Use Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6” deep back-lit channel letter sign.

  






 


[GRAPHIC]


 


	
  CITY
  NATIONAL BANK
    NAMING RIGHTS STUDY   Flower
  Elevation  11.12.03

  



 


	
  3/32” = 1’-0” [S P LOGO]

  



 


EXHIBIT “O”


 


PLAZA
BUILDING SIGNS


AND BANK
DIRECTIONAL SIGNS


 


1

















 


Bank Directional Signs:  See Exhibit “P”, pages A2-4.


 


EXHIBIT “O”


 


PLAZA
BUILDING SIGNS


AND BANK
DIRECTIONAL SIGNS


 


2

















 


EXHIBIT “P”


 


PROJECT
EXTERIOR SIGNAGE PROGRAM


 


City National Lease


 














 


[GRAPHIC]


 


EXHIBIT “P”


 


PROJECT
EXTERIOR

SIGNAGE PROGRAM


 


3

















 


[GRAPHIC]


 


4

















 


[GRAPHIC]


 


5

















 


[GRAPHIC]


 


6

















 


[GRAPHIC]


 


7

















 


*30 Pages Omitted


 

















 


EXHIBIT “R”


 


PERMITTED
GROUND FLOOR TENANT SIGNAGE AREAS


 


The
areas where signage may be placed for a Permitted Ground Floor Tenant signage
shall be:


 


(i)                                     Any area on the east, south and west facing
exterior walls of the South Tower below the level of Tenant’s Eyebrow Signs;
and


 


(ii)                                  Any portion of the South Tower Building
Envelope (outside of the South Tower footprint).


 


City National Lease


 

















 


EXHIBIT “S”


 


INTENTIONALLY
DELETED


 


City National Lease


 

















 


EXHIBIT “T”


 


DEPICTION
OF LOCATIONS FOR


DESIGNATED
SECONDARY SIGNAGE


 


See
Exhibit “P”, where the Designated Secondary Signage are described
as “Tenant Directory” (and on which the two (2) locations on the South
Tower are shown).


 


City National Lease


 

















 


EXHIBIT U: SOUTH TOWER BUILDING ENVELOPE


 


[GRAPHIC]


 

















 


EXHIBIT “V”


 


INTENTIONALLY
DELETED


 

















 


EXHIBIT “W”


 


EXISTING
SECURITY INSTRUMENTS


 


Deed
of Trust, Security Agreement, Assignment of Rents, and Fixture Filing dated as
of January 28, 2003, by and between TPG Plaza Investments, LLC, as
borrower and as trustor, California State Teachers’ Retirement System, a public
entity, as lender and as beneficiary, and Stewart Title Guaranty Company, as
trustee, recorded on January 28, 2003 in the official records of Los
Angeles County, California as Document No. 03-0253759.


 


City National Lease


 

















 


EXHIBIT “X”


 


FORM OF
NONDISTURBANCE AGREEMENT


 


City National Lease


 














 


RECORDING
REQUESTED BY


AND
WHEN RECORDED MAIL TO:


 


California
State Teachers’ Retirement System


c/o
Cox, Castle & Nicholson LLP


2049
Century Park East


Suite 2800


Los
Angeles, California 90067


Attention: 
Amy H. Wells, Esq.


 


(Space Above This Line for Recorder’s Use)


 


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


This
Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”), is dated as of November     ,
2003, among CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“Lender”), CITY NATIONAL BANK, a national
banking association (“Tenant”),
and TPG PLAZA INVESTMENTS, LLC, a Delaware limited liability company (“Borrower” or “Landlord”).


 


W I T N E S S E T H:


 


WHEREAS,
Borrower is the owner of certain real property situated in the City of Los
Angeles, County of Los Angeles, State of California more particularly described
on Exhibit “A” attached hereto (the “Property”);


 


WHEREAS,
pursuant to that certain Promissory Note (“Note”)
in the principal amount of One Hundred Seventy-Five Million Dollars
($175,000,000.00) (“Principal Amount”)
dated January 28, 2003 made by Borrower in favor of Lender, as amended by
that certain Amendment to Promissory Note dated August 1, 2003 made by
Borrower in favor of Lender, and secured by that certain Deed of Trust,
Security Agreement, Assignment of Rents, and Fixture Filing dated as of January 28,
2003, by and between Borrower, as trustor, Lender, as beneficiary, and Stewart
Title Guaranty Company, as trustee (the “Deed
of Trust”), recorded on January 28, 2003 in the Official
Records of Los Angeles County, California as Document No. 03-0253759, the
Lender has made a loan (“Loan”) to
the Borrower in the Principal Amount, upon the terms and subject to the
conditions set forth in the Note (as amended) and the Deed of Trust;


 


WHEREAS,
TENANT is concurrently with the execution of this Agreement entering into a
lease of certain space in the project located at the Property as more
particularly described on Exhibit “B” attached hereto (“Premises”) from Borrower pursuant to that
certain Office Lease (“Lease”),
dated as of November     , 2003 by and between
Borrower, as landlord, and Tenant, as tenant;


 


WHEREAS,
Lender has required that the Lease and all rights of Tenant thereunder be
subordinated to the Deed of Trust and all of the rights of Lender thereunder as
provided herein; and


 


1

















 


WHEREAS,
Tenant wishes to obtain a non-disturbance agreement from Lender so as to be
assured of continued possession of the Premises if the Deed of Trust is
foreclosed.


 


NOW,
THEREFORE, for valuable consideration, Lender, Borrower and Tenant agree as
follows:


 


1.             Incorporation of Recitals.  The parties hereto agree that the
recitals set forth above are incorporated into this Agreement by this reference
for all purposes.  Except as expressly provided herein, capitalized terms
not defined herein shall have the respective meanings set forth in the Lease.


 


2.             Subordination.  Tenant’s rights and interests under
the Lease in the Premises and the Property are and shall continue to be subject
and subordinate in all respects to the lien of the Deed to Trust, to all of the
terms thereof, to all advances made or to be made thereunder and any renewals,
modifications, consolidations, replacements, increases, substitutions and
extensions thereof and/or thereto, subject to the terms and conditions of this
Agreement.


 


3.             Nondisturbance.  If foreclosure proceedings (each, a “Foreclosure”) are instituted under the Deed
of Trust (or if Borrower’s interest in the Property is transferred to Lender as
the result of foreclosure, deed or assignment in lieu of foreclosure, or
otherwise) and an Event of Default under Section 16.1 of the Lease is not
then in existence, then:  (a) the Lease shall not be terminated; (b) the
Lease shall remain in full force and effect; and (c) Tenant’s right of
possession of the Premises shall not be affected or disturbed by such
Foreclosure.


 


4.             Attornment.  Upon the completion of a Foreclosure and the sale of the
Property, or if Lender should otherwise acquire possession of the Property,
Tenant shall attorn to the purchaser at foreclosure or to Lender (such
successor to Borrower, together with its successor and assigns, being
collectively referred to as the “New Landlord”),
as the case may be, and shall recognize (and be bound to) the New Landlord as
Tenant’s landlord under the Lease (subject to the terms and conditions of this
Agreement) and New Landlord shall recognize (and be bound to) the Tenant as the
New Landlord’s tenant under the Lease.  The foregoing provisions shall be
self-operative and effective without the execution of any further instruments
on the part of any party hereto.  Tenant agrees, however, from time to
time upon the request of the New Landlord, to execute and deliver any
instrument reasonably requested by New Landlord to confirm such attornment.


 


5.             Waiver/Payment of Rent.  Tenant waives the provisions of any
statute or rule of law now or hereafter in effect, which accords Tenant
any right of election to terminate the Lease or to surrender possession of the
Premises if foreclosure proceedings are instituted.  Tenant shall, upon
demand of any receiver in foreclosure, pay such receiver all base rent,
additional rent and all other charges becoming due under the Lease after such
demand.


 


6.             Rights of New Landlord/Limitation of
Liability.  Upon the
occurrence of an event of default under the Deed of Trust, New Landlord (either
acting directly or through an agent or representative or a receiver appointed
by a court of competent jurisdiction at the request of New Landlord) shall be
entitled to exercise the claims, rights, powers, privileges, options and
remedies of the Borrower, as landlord, under the Lease and shall be further
entitled to the


 


2

















 


benefits
of, and to receive and enforce performance of, all of the covenants to be
performed by Tenant under the Lease.  Unless or until Lender (or a New
Landlord) takes title to the Property, and then, only to the extent provided
herein, Lender shall not, by virtue of the Deed of Trust or this Agreement, or
by virtue of any actions taken hereunder, thereunder or otherwise, be or become
subject to any liability or obligation to Tenant under the Lease or
otherwise.  Lender shall not be deemed a mortgagee in possession for any
purpose.


 


7.             New Lease and Further Instruments.  If the Lease is rejected pursuant to Section 365
of the Bankruptcy Code, 11 U.S.C § 101, et seq. or any similar provisions of
law, or in any legal action or proceeding whatsoever, immediately upon request
by the New Landlord or by the Tenant, Tenant and New Landlord shall enter into (i) a
new written lease (the “New Lease”)
for the remainder of the term of the Lease (as it may be extended pursuant to
the terms of the Lease) on the same terms and conditions as the Lease, except
for any changes made necessary because of the substitution of New Landlord in
place of Borrower, as landlord, and (ii) a new written subordination
agreement in substance comparable to this Agreement whereby Tenant agrees to
subordinate the New Lease to the liens of the Deed of Trust which continue to
encumber the Property and New Landlord and its lender agree that so long as an
Event of Default by Tenant is not in existence under the New Lease, Tenant’s
possession of the Premises will not be disturbed.


 


8.             Continuation of Lease:  Upon attornment by Tenant pursuant to
Section 4 of this Agreement, the Lease shall continue in full force and
effect as a direct lease between the New Landlord and Tenant, upon all of the
terms of the Lease, except that:  (a) notwithstanding anything to the
contrary contained herein or in the Lease, in the event of foreclosure of the
Deed of Trust or if Lender should otherwise acquire possession of the Property,
the liability of the New Landlord shall be limited to its or their interest in
the Property; and (b) the New Landlord shall not:


 


(i)            be liable for any previous act, omission or
default of the landlord under the Lease except to the extent specifically set
forth in Section 11 of this Agreement; or


 


(ii)           except as specifically set forth in Section 11 of this Agreement,
be subject to any offset or defenses which shall have theretofore accrued to
Tenant against the landlord under the Lease; or


 


(iii)          be bound by any prepayment of more than one month’s base rent,
additional rent or other charges due under the Lease unless such prepayment
shall have been approved, in writing, by New Landlord, and such prepayment
shall have been actually received by New Landlord; or


 


(iv)          Except with respect to amendments or modifications to the Lease
documenting Tenant’s unilateral exercise of its rights (collectively, “Space/Extension
Rights”) with respect to (A) the reduction options under Section 1.6.1
and 1.9.1 of the Lease, (B) the Hold Space Option (as defined in Section 1.7.1
of the Lease), (D) the RFO Rights (as defined in Section 1.8.1 of the
Lease), and (E) the Extension Options (as defined in Section 2.4.1 of
the Lease), be bound by any modification or


 


3

















 


amendment of the Lease or by
any cancellation or surrender of the Lease, unless the same shall have been
approved, in writing, by New Landlord; or


 


(v)           be liable to Tenant for any deposit, rental security or any other sums
deposited with the landlord under the Lease and not delivered to New Landlord
at foreclosure; or


 


(vi)          be liable to Tenant for any work required to be performed to prepare
the Property or Premises for Tenant’s occupancy or for payment of any
allowances or contributions to the cost of any such work; or


 


(vii)         be liable to Tenant for construction or restoration, or delays in
construction or restoration, of the Property, or any part thereof resulting
from a fire or other casualty occurring prior to the date that the New Landlord
shall have acquired title to the Property; or


 


(viii)        be liable to Tenant for any Lease buy-out agreements or obligations; or


 


(ix)           be bound by any warranty or representation relating to work performed
by the landlord under the Lease or to title to the Property.


 


9.             Collection of Rent.  Tenant acknowledges that pursuant to
the Deed of Trust, Borrower has granted to Lender, as Borrower’s assignee, the
right to direct Tenant to pay to Lender (or Lender’s designee) the rents due
under the Lease.  Tenant shall, within two (2) business days after
receipt of a notice from Lender directing Tenant to pay such rentals to Lender
(or Lender’s designee), pay all base rent, additional rent or other charges
payable under the Lease to Lender (or Lender’s designee) until five (5) business
days after Lender notifies Tenant to resume payment to Borrower.  Borrower
joins in the execution of this Agreement for the purpose of irrevocably
directing Tenant to make such rental payments in accordance with Lender’s
directions, as set forth in this Section 9.  In complying with the
provisions of this Section 9, Tenant shall be entitled to rely solely upon
the notices given by Lender which are referred to in this Section 9. 
Tenant shall be entitled to full credit under the Lease for any rents paid to
Lender (or its designee) in accordance with the provisions of this Section 9
to the same extent as if such rents were paid directly to Borrower.


 


10.           Certification and Estoppel.  Tenant and Landlord each hereby
certify to Lender that as of the date hereof, (i) to their actual
knowledge, there are no breaches or defaults on the part of the other party
under the Lease and no event has occurred that but for the giving of notice or
passage of time, or both, would constitute a breach or default under the Lease;
(ii) the Lease is a complete statement of the agreement of the parties
thereto with respect to the leasing of the Premises and there are no other
agreements or understandings (including, without limitation, side letters or
oral agreements) between Landlord and Tenant with respect to the Lease or the
Premises; (iii) the Lease is in full force and effect; (iv) all
conditions to the effectiveness and continuing effectiveness of the Lease
required to be satisfied as of the date hereof (other than execution and
delivery of this Agreement) have been satisfied; (v) no rent under the
Lease has been paid more than thirty (30) days in advance of its due date under
the Lease; and (vi) the Lease has not been


 


4

















 


amended,
modified, or assigned.  Lender, however, acknowledges that this Agreement
is being entered into concurrently with the execution of the Lease.


 


11.           Tenant’s Offset Rights.  If New Landlord shall have acquired
title to the Property, then, if, as between Tenant, as tenant under the Lease,
and Borrower, as landlord under the Lease (i) Tenant shall, pursuant to
the provisions of Section 9.3 of the Lease, be entitled to offset against
payment of rental obligations next due and owning under the Lease, certain
unpaid repair costs (together with interest at the Interest Rate), (ii) Tenant
shall, pursuant to the provisions of Article 27 of the Lease, be entitled
to offset against payment of rental obligations next due and owing under the
Lease, certain amounts paid by Tenant to Tenant’s Broker (together with
interest at the Interest Rate) or (iii) Tenant shall, pursuant to the
provisions of Section 2.3.3 of the Work Letter attached to the Lease as Exhibit “C”,
be entitled to offset against payment of rental obligations next due and owing
under the Lease, certain Nondisbursed Amounts (as defined in Section 2.3.3
of the Work Letter) (together with interest at the Interest Rate), New Landlord
shall recognize the rights of offset referenced in this Section 11
(provided that the parties hereto acknowledge that, except as specifically set
forth in this Section 11, New Landlord shall not be required to recognize
or otherwise give effect to any other rights of offset which Tenant may have
against Borrower attributable to the period of time prior to the date New
Landlord shall have required title to the Property, whether under the Lease or
otherwise).


 


12.           Amendments of Lease.  Except as provided in Section 8(iv) hereof,
Borrower and Tenant each agree that any amendment, modification, surrender
and/or cancellation taken without Lender’s written approval shall not be
effective, except for cancellation or termination (i) on account of an
Event of Default by Tenant or (ii) pursuant to the express provisions of Article 12
of the Lease, in the case of a casualty event, or of Article 13 of the
Lease, in the case of a Taking; provided, however, that nothing contained
herein shall reduce any rights of Tenant or Borrower under applicable laws or
at equity to terminate the Lease on account of the default of the other party.


 


13.           Notice to Lender.  Tenant agrees that if there occurs a
default by the landlord under the Lease, a copy of each notice given to the
landlord pursuant to the Lease shall also be given to Lender, and no such
notice shall be effective for any purpose under the Lease unless so given to
Lender.  Tenant shall permit Lender to cure any such default by the
Landlord under the Lease, subject to the cure period set forth in the Lease.


 


14.           Amendment/Entirety of Agreement/Binding
Nature of Agreement. 
This Agreement may not be modified orally or in a manner other than by an
agreement in writing signed by the parties hereto or their respective
successors in interest.  This Agreement contains the entire understanding
between Borrower, Lender and Tenant, and may not be changed except by an
instrument signed by the party to be charged.  This Agreement shall be
binding upon and inure to the benefit of Borrower, Lender and Tenant and their
respective successors and assigns.


 


15.           Notices.  All notices, demands, statements, designations, approvals or
other communications (collectively, “Notices”)
given or required to be given by either party to the other hereunder or by law
shall be in writing, shall be (a) delivered by a nationally recognized
overnight courier or (b) delivered personally.  Any Notice shall be
sent, transmitted, or delivered, as the case may be, to Lender, Tenant or
Borrower, as the case may be, at the addresses set forth


 


5

















 


below,
or to such other place as Lender, Tenant or Borrower may from time to time
designate in a Notice to the other parties hereto at the addresses set forth
herein, or to such other places as a party hereto may from time to time designate
in a Notice to the other parties hereto.  Any Notice will be deemed given (i) the
date the overnight courier delivery is made or (ii) the date personal
delivery is made.


 


	
  To
  Lender:

  
	
   

  
	
  California State Teachers’
  Retirement System

  
	
  7667 Folsom Boulevard,
  Suite 250

  
	
  Sacramento, California
  95826

  
	
  Attention:
  Mr. Michael Thompson and Douglas C. Wills, Esq.

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  California State Teachers’
  Retirement System

  
	
  c/o Cox, Castle &
  Nicholson LLP

  
	
  2049 Century Park East

  
	
  Suite 2800

  
	
  Los Angeles, California
  90067

  
	
  Attention: Amy H.
  Wells, Esq.

  
	
   

  
	
  To
  Tenant:

  
	
   

  
	
  City National Bank

  
	
  555 South Flower Street

  
	
  Suite 1100

  
	
  Los Angeles, California
  90071

  
	
  Attention: Senior Vice
  President and Manager of Corporate Real Estate

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  City National Bank

  
	
  400 N. Roxbury Drive

  
	
  Beverly Hills, California
  90210

  
	
  Attention: General Counsel

  
	
   

  
	
  And with a copy to:

  
	
   

  
	
  Pillsbury Winthrop LLP

  
	
  725 S. Figueroa Street

  
	
  Suite 2800

  
	
  Los Angeles, California
  90017

  
	
  Attention: Michael
  Meyer, Esq.

  



 


6

















 


	
  To
  Borrower:

  
	
   

  
	
  TPG Plaza Investments, LLC

  
	
  c/o Thomas Properties
  Group, LLC

  
	
  515 South Flower Street

  
	
  6th Floor

  
	
  Los Angeles, California
  90071

  
	
  Attention: John Sischo

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  Paul, Hastings,
  Janofsky & Walker LLP

  
	
  515 South Flower Street

  
	
  25th Floor

  
	
  Los Angeles, CA 90071-2228

  
	
  Attention: Patrick A.
  Ramsey, Esq.

  



 


16,           Counterparts.  This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument. Signature and acknowledgment pages may
be detached from the counterparts and attached to a single copy of this
Agreement to physically form one document, which may be recorded.


 


17.           Attorneys’ Fees.  In the event any legal proceeding is
commenced to interpret or enforce the terms of this Agreement, or to recover
damages for the breach hereof, the party prevailing in any such action or
proceeding shall be entitled to recover from the non-prevailing party all
reasonable attorneys’ fees, charges, costs and expenses incurred by the
prevailing party.


 


18.           Interpretation.  In the event any provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, but this Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein.  The headings hereof are for convenience only and are not intended
to affect the meaning or interpretation of this Agreement.  This Agreement
shall be governed by and construed in accordance with California law applicable
to contracts made and to be performed entirely with such state.


 


[Signatures on following page]


 


7

















 


IN
WITNESS WHEREOF, Lender, Borrower and Tenant have executed this Agreement as of
the day and year first above written.


 


LENDER:


 


CALIFORNIA
STATE TEACHERS’ RETIREMENT SYSTEM


a
public entity


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


TENANT:


 


CITY
NATIONAL BANK


a
national banking association


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


BORROWER:


 


TPG
PLAZA INVESTMENTS, LLC


a
Delaware limited liability company


 


	
  By:

  	
  TPGA,
  LLC

  
	
   

  	
  a
  Delaware limited liability company, its Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TPG/CALSTRS,
  LLC

  
	
   

  	
   

  	
  a
  Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  THOMAS
  PROPERTIES GROUP, LLC

  
	
   

  	
   

  	
   

  	
  a
  Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


8














 


EXHIBIT “A”


 


Legal Description


 


That
certain real property located in the City of Los Angeles, County of Los
Angeles, State of California, more particularly described as follows:


 


PARCEL
1:


 


LOTS
4, 5, 8, 9, 10, 13 TO 19 IN BLOCK 104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF
LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 2 PAGE 585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.


 


EXCEPT
THEREFROM THE NORTHERLY PORTION OF LOT 10 INCLUDED WITHIN THE LINES OF FIFTH
STREET, AS NOW ESTABLISHED (60 FEET WIDE), AS CONDEMNED FOR THE OPENING AND
WIDENING OF SAID FIFTH STREET, BY FINAL DECREE OF CONDEMNATION ENTERED IN CASE
NO. B-94954, SUPERIOR COURT OF SAID COUNTY, BEING A STRIP OF LAND APPROXIMATELY
48/100THS FOOT WIDE AT THE EASTERLY END AND 28/100THS FOOT WIDE AT THE WESTERLY
END THEROF, A CERTIFIED COPY OF SAID DECREE BEING RECORDED IN BOOK 5179 PAGE
357, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


PARCEL
2:


 


THAT
PORTION OF LOT 20 IN BLOCK 104 OF BELLEVUE TERRACE, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE
585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT THE MOST WESTERLY CORNER OF SAID LOT 20 IN THE SOUTHEASTERLY LINE OF
FIGUEROA STREET; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID LOT
20, 165 FEET, MORE OR LESS, TO THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE
NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT, 59.72 FEET TO THE
SOUTHWESTERLY LINE OF PROPOSED FIFTH STREET, AS DESCRIBED IN THE INTERLOCUTORY
DECREE OF CONDEMNATION IN LOS ANGELES COUNTY, SUPERIOR COURT CASE NO. B-94954;
THENCE NORTHWESTERLY ANONG SAID SOUTHWESTERLY LINE, 165 FEET, MORE OR LESS, TO
THE SOUTHEASTERLY LINE OF FIGUEROA STREET; THENCE SOUTHWESTERLY ALONG FIGUEROA
STREET, 59.92 FEET TO THE POINT OF BEGINNING.


 


PARCEL
3:


 


THE
EASTERLY 75.04 FEET OF LOTS 1 AND 2, THE EASTERLY 75.04 FEET OF THE SOUTHERLY
10 FEET OF LOT 3 AND THE NORTHERLY 50 FEET OF SAID LOT 3,


 


A-1

















 


BLOCK
104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 585 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
ALSO LOT “B” OF TRACT NO. 3084, IN SAID CITY, COUNTY AND STATE, AS PER MAP
RECORDED IN BOOK 31 PAGE 57 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:


 


BEGINNING
AT THE MOST SOUTHERLY CORNER OF SAID LOT 1; THENCE NORTHERLY ALONG THE EASTERLY
LINE OF SAID LOTS 1, 2, 3, 180 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 3;
THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID LOT 3, 165 FEET, MORE OR LESS,
TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTHERLY ALONG THE WESTERLY LINE
OF SAID LOT 3, 50 FEET, TO THE MOST NORTHERLY CORNER OF LOT “A”, 46.31 FEET TO
THE MOST NORTHERLY CORNER OF LOT “B” OF SAID TRACT; THENCE SOUTHERLY ALONG THE
WESTERLY LINE OF SAID LOT “B”, 130 FEET TO THE MOST WESTERLY CORNER THEREOF,
THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT “B” AND SAID LOT 1, 121.35
TO THE PLACE OF BEGINNING.


 


EXCEPT
THEREFROM THE SOUTHERLY 5 FEET THEREOF CONDEMNED BY THE CITY OF LOS ANGELES FOR
WIDENING OF SIXTH STREET.


 


PARCEL
4:


 


PART OF
LOT 12, BLOCK 104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 462, OF
MISCELLANEOUS RECORDS AND IN BOOK 2 PAGE 585 OF MISCELLANEOUS RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE EASTERLY LINE OF FIGUEROA STREET, DISTANT NORTHERLY ALONG THE
SAME, 80 FEET FROM ITS INTERSECTION WITH THE NORTHERLY LINE OF SIXTH
STREET, SAID POINT BEING THE MOST NORTHERLY CORNER OF SAID LAND CONVEYED TO
A.C. LOCKWOOD, BY DEED RECORDED IN BOOK 193 PAGE 443 OF DEEDS; THENCE EASTERLY
ALONG THE NORTHERLY LINE OF SAID LAND CONVEYED TO SAID LOCKWOOD AND ITS EXTENSION
EASTERLY, 82.5 FEET, MORE OR LESS, TO THE WESTERLY LINE OF THE LAND CONVEYED TO
OLIVER E. ROBERTS AND EMMA ROBERTS, BY DEED RECORDED IN BOOK 1549 PAGE 76 OF
DEEDS; THENCE NORTHERLY ALONG SAID LAST MENTIONED LINE, 40 FEET, MORE OR LESS,
TO THE NORTHERLY LINE OF SAID LOT 12; THENCE WESTERLY ALONG SAID NORTHERLY LINE
OF SAID LOT 12, 82.5 FEET, MORE OR LESS, TO THE EASTERLY LINE OF FIGUEROA
STREET; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF FIGUEROA STREET, 40 FEET,
MORE OR LESS, TO THE POINT OF BEGINNING.


 


A-2

















 


PARCEL
5:


 


LOTS
“A” AND “B” OF TRACT NO. 2026, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 29 PAGES 22 AND 23 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT
THEREFROM THE SOUTHERLY 5 FEET THEREOF CONDEMNED BY THE CITY OF LOS ANGELES FOR
WIDENING OF SIXTH STREET.


 


PARCEL
6:


 


THAT
PORTION OF BLOCK 104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE
462 OF MISCELLANEOUS RECORDS AND IN BOOK 2 PAGE 585 OF MISCELLANEOUS RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT THE MOST SOUTHERLY CORNER OF LOT “B” OF TRACT NO. 2026, AS RECORDED IN BOOK
29 PAGES 22 AND 23 OF MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 37 DEGREES 51
MINUTES EAST, ALONG THE SOUTHEASTERLY LINE OF SAID LOT “B”, 120 FEET, TO THE
MOST EASTERLY CORNER OF SAID LOT “B”; THENCE SOUTH 52 DEGREES 06 MINUTES 00
SECONDS EAST, ALONG THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF
LOT “B”, 45.09 FEET TO THE NORTHWESTERLY LINE OF LOT “A” OF TRACT
NO. 3084, SHOWN ON MAP RECORDED IN BOOK 31 PAGE 87 OF MAPS, RECORDS OF
SAID COUNTY; THENCE SOUTH 37 DEGREES 50 MINUTES 43 SECONDS WEST, ALONG SAID
NORTHWESTERLY LINE, 120 FEET TO THE MOST WESTERLY CORNER OF SAID LOT “A”,
THENCE NORTH 52 DEGREES 06 MINUTES WEST 45.09 FEET TO THE POINT OF BEGINNING.


 


EXCEPT
THEREFROM THE SOUTHERLY 5 FEET THEREOF CONDEMNED BY THE CITY OF LOS ANGELES FOR
WIDENING OF SIXTH STREET.


 


PARCEL
7:


 


LOT
“A” OF TRACT NO.3084, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 31 PAGE 87 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT
THEREFROM THE SOUTHERLY 5 FEET AS CONDEMNED BY THE CITY OF LOS ANGELES FOR
WIDENING OF SIXTH STREET.


 


PARCEL
8:


 


LOTS
6 AND 7, IN BLOCK 104, BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP


 


A-3

















 


RECORDED
IN BOOK 2 PAGES 585 OF MISCELLANEOUS RECORDS , IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.


 


PARCEL
9:


 


PARCEL
2, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS
SHOWN ON PARCEL MAP L.A. NO. 1896, FILED IN BOOK 24 PAGE 21 OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT
THEREFROM, THOSE BUILDINGS AND IMPROVEMENTS ON PORTIONS OF SAID LAND MORE
PARTICULARLY DESCRIBED AS PARCEL B IN A DIAGRAM ATTACHED TO A PURCHASE
AGREEMENT AND A SALE AGREEMENT, RECORDED AUGUST 28, 1985 AS INSTRUMENT NOS.
85-997376 AND 85-997377, BOTH OFFICIAL RECORDS, RESPECTIVELY; TOGETHER WITH THE
RIGHT TO USE AND OCCUPY AIRSPACE PORTION OF SAID LAND, AS DESCRIBED IN A
MEMORANDUM OF AGREEMENT AFFECTING REAL PROPERTY, AND AN UNRECORDED ENABLING
AGREEMENT DISCLOSED THEREIN, RECORDED FEBRUARY 25, 1985 AS INSTRUMENT NO.
85-210026.


 


ALSO,
EXCEPT THEREFROM ANYAND ALL PORTIONS OF FLOWER STREET, FOURTH STREET AND OF
HOPE STREET, ALL AS SHOWN ON SAID PARCEL MAP L.A. NO. 1896, WHICH MIGHT
OTHERWISE PASS WITH A CONVEYANCE OF SAID PARCEL 2.


 


ALSO,
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT HEREINAFTER REFERRED TO ALL OIL, GAS AND
MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED
THAT THE SURFACE OPEINING OF ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING
OR REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN
RENEWAL PROJECT AREA, AS RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND
SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY MARIE A. HUNTER, A WIDOW, IN DEED
RECORDED JANUARY 31, 1964, AS INSTRUMENT NO. 2086 IN BOOK D-2343 PAGE 324,
OFFICIAL RECORDS.


 


ALSO,
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT HEREINAFTER REFERRED TO, ALL OIL, GAS AND
MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED
THAT THE SURFACE OPENING OF ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR
REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN
RENEWAL PROJECT AREA, AS RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND
SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT OF SAID PROJECT
AREA WITHIN 500 FEET OF THE SURFACE


 


A-4

















 


THEREOF,
AS RESERVED BY EVA AREVALO AND LEON J. AREVALO, IN DEED RECORDED OCTOBER 9,
1961, AS INSTRUMENT NO. 1288 IN BOOK D-1380 PAGE 795, OFFICIAL RECORDS.


 


ALSO,
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT HEREINAFTER REFERRED TO ALL OIL, GAS AND
MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED
THAT THE SURFACE OPENING OF ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR
REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN
RENEWAL PROJECT AREA, AS RECORDED IN BOOK M-335 PAGE 106 OFFICIAL RECORDS, AND
SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY SUNKIST GROWERS, INC., A
CORPORATION, WHICH ACQUIRED TITLE AS CALIFORNIA FRUIT GROWERS EXCHANGE, A
CORPORATION, IN DEED RECORDED JUNE 1, 1964, AS INSTRUMENT NO. 1248 IN BOOK
D-2492 PAGE 255, OFFICAL RECORDS.


 


ALSO,
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT HEREINAFTER REFERRED TO ALL OIL, GAS AND
MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED
THAT THE SURFACE OPENING OF ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING
OR REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN
RENEWAL PROJECT AREA, AS RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND
SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY PACIFIC ELECTRIC RAILWAY COMPANY, A
CORPORATION, IN DEED RECORDED JUNE 15, 1962 IN BOOK D-1650 PAGE 756, OFFICIAL
RECORDS, AS INSTRUMENT NO. 2623.


 


ALSO
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT HEREINAFTER REFERRED TO, ALL OIL, GAS AND
MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED
THAT THE SURFACE OPENING OF ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR
REMOVING SUCH SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN
RENEWAL PROJECT AREA, AS RECORDED IN BOOK M-355 PAGE 106, OFFICIAL RECORDS, AND
SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500
FEET OF THE SURFACE THEREOF, AS EXCEPTED IN DECREE OF CONDEMNATION LOS ANGELES
COUNTY, SUPERIOR COURT CASE NO. 838425, A CERTIFIED COPY THEREOF BEING RECORDED
MARCH 10, 1966, AS INSTRUMENT NO. 3385 IN BOOK D-3233 PAGE 383, OFFICIAL
RECORDS.


 


ALSO
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT


 


A-5

















 


HEREINAFTER
REFERRED TO ALL OIL, GAS, WATER OR MINERAL RIGHTS, BUT WITHOUT ANY RIGHT TO
PENETRATE, USE OR DISTURB THE PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF,
AS RESERVED BY THE CITY OF LOS ANGELES, A MISSOURI CORPORATION, IN DEED
RECORDED JANUARY 30, 1969, AS INSTRUMENT NO. 123 IN BOOK D-4263 PAGE 544,
OFFICAL RECORDS.


 


ALSO
EXCEPT FROM THAT PORTION OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL
OF LAND DESCRIBED IN THE DEED NEXT HEREINAFTER REFERRED TO, ALL OIL, GAS AND
MINERAL SUBSTANCES TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED
THAT THE SURFACE OPENING OF ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING
OR REMOVING SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN
RENEWAL PROJECT AREA, AS RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND
SHALL NOT PENETRATE ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500
FEET OF THE SURFACE THEREOF, AS RESERVED BY GREATER LOS ANGELES PLANS, INC. A NON-PROFIT
ORGANIZATION, IN DEED RECORDED MAY 16, 1961, AS INSTRUMENT NO. 1598 IN
BOOK D-1222 PAGE 589, OFFICAL RECORDS.


 


ALSO
EXCEPT FROM THE REMAINDER OF SAID PARCEL 2, ALL OIL, GAS AND MINERAL SUBSTANCES
TOGETHER WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE
OPENING OF ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING OR REMOVING SUCH
SUBSTANCES SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT
AREA, AS RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE
ANY PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE
THEREOF AS RESERVED BY UNITED CALIFORNIA BANK FORMERLY CALIFORNIA BANK, A
CORPORATION, IN DEED RECORDED OCTOBER 5, 1961 AS INSTRUMENT NO. 1664 IN BOOK
D-1377 PAGE 996, OFFICIAL RECORDS.


 


A-6

















 


EXHIBIT “B”


 


Description
of the Premises


 


That
certain Premises as more specifically described in the Lease by and between
Landlord and Tenant.


 


1

















 


EXHIBIT “Y”


 


DEFINITION
OF BofA LEASE


 


Plaza
Pavilion Lease dated on or about September 16, 1986 (the “Original Plaza Lease”) by and between Shuwa
Investments Corporation, a California corporation (“Shuwa”), predecessor-in-interest to Landlord, as landlord, and
Bank of America National Trust and Savings Association, a national banking
association (“BofA”), as tenant,
as amended by that certain First Amendment to Plaza Pavilion Lease dated on or
about September 15, 1992 (the “Plaza
First Amendment”) by and between Shuwa and BofA. The Original Plaza
Lease as amended by the Plaza First Amendment are collectively referred to
herein as the “BofA Plaza Lease.”


 


Office
Building Lease dated on or about September 16, 1986 (the “Original South Tower Lease”) by and
between Shuwa, as landlord, and BofA, as tenant, as amended by that certain (i) First
Amendment to Office Building Lease and First Amendment to Guaranty Agreement
(Short Term Space) dated on or about September 13, 1989 (the “South Tower First Amendment”) by and
between Shuwa and BofA, (ii) Second Amendment to Office Building Lease and
Second Amendment to Guaranty Agreement (Short Term Space) dated on or about December 26,
1989 (the “South Tower Second Amendment”)
by and between Shuwa and BofA, (iii) Third Amendment to Office Building
Lease and Third Amendment to Guaranty Agreement (Short Term Space) dated on or
about January 19, 1990 (the “South Tower
Third Amendment”) by and between Shuwa and BofA, (iv) Fourth
Amendment to Office Building Lease dated on or about September 15, 1992
(the “South Tower Fourth Amendment”)
by and between Shuwa and BofA, and (v) fifth Amendment to Lease dated on
or about December 11, 1998 (the “South
Tower Fifth Amendment”) by and between Shuwa and BofA. The Original
South Tower Lease as amended by the South Tower First Amendment, the South
Tower Second Amendment, the South Tower Third Amendment, the South Tower Fourth
Amendment and the South Tower Fifth Amendment are collectively referred to
herein as the “BofA South Tower Lease.”


 


The
BofA Plaza Lease and the BofA South Tower Lease are collectively referred to
herein as the “BofA Lease.”


 

















 


EXHIBIT “Z”


 


DEFINITION
OF THE ARCO LEASE


 


Office
Building Lease dated on or about September 16, 1986 (the “Original Lease”) by and between Shuwa
Investments Corporation, a California corporation (“Shuwa”), predecessor-in-interest to Landlord, as landlord,
and Atlantic Richfield Company, a Delaware corporation (“ARCO”), as tenant, as amended by that
certain (i) Amendment to Office Lease dated on or about May 31, 1995
(the “First Amendment”) by and
between Shuwa and ARCO, (ii) Second Amendment to Lease dated on or about March 5,
1997 (the “Second Amendment”) by
and between Shuwa and ARCO, (iii) Third Amendment to Leased dated on or
about June 13, 2001 (the “Third
Amendment”) by and between Shuwa and ARCO, and (iv) Fourth
Amendment dated on or about June 21, 2001 (the “Fourth Amendment”) by and between Shuwa and ARCO. The Original
Lease as amended by the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment are collectively referred to herein as the “ARCO Lease.”


 

















 


EXHIBIT “AA”


 


OTHER
TENANT LEASES


 


1.             BofA Lease (as defined in Exhibit “Y”);


2.             ARCO Lease (as defined in Exhibit “Z”);


3.             Paul Hastings Lease (as defined in Exhibit “Q”);


4.             US Trust Lease (as defined in Exhibit “Q”);
and


5.             DMJM Lease (as defined in Exhibit “Q”).


 














 


EXHIBIT BB


Rentable Area of Full Floors


South Tower


 




	
  Floor

  	
   

  	
  USF

  	
   

  	
  RSF

  	
   

  
	
  SOUTH TOWER

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South 3

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 4

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 5

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 6

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 7

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 8

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 9

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 10

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 11

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 12

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 13

  	
   

  	
  21,687

  	
   

  	
  24,962

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical Floors

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South 16

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 17

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 18

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 19

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 20

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 21

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 22

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 23

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 24

  	
   

  	
  22,224

  	
   

  	
  25,537

  	
   

  
	
  South 25

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 26

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 27

  	
   

  	
  21,891

  	
   

  	
  25,129

  	
   

  
	
  South 28

  	
   

  	
  21,891

  	
   

  	
  25,075

  	
   

  
	
  South 29

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 30

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 31

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 32

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 33

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 34

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 35

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 36

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 37

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical Floors

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South 40

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 41

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 42

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 43

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 44

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 45

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 46

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 47

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 48

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 49

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 50

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 51

  	
   

  	
  23,851

  	
   

  	
  27,243

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South Tower Totals

  	
   

  	
  1,020,747

  	
   

  	
  1,170,416

  	
   

  






 

















 


EXHIBIT “CC”


 


Project
Upgrades


 


1.             Upgrade Project Name: Main Ground Floor Lobby Upgrades at the
North South Towers.


 


(a)                                  Estimated Start Date:           May 2003; Estimated completion date: December 2004


 


(b)                                 Project Description:             This Project Upgrade includes, without limitation, in both North South
Tower main building ground lobbies, installation of securtiy barriers using
card reader controlled optical turnstiles and two new security consoles. These
security upgrades will allow Landlord to reopen the existing entrances on the
plaza side of each Tower ground floor lobby. The new security consoles are
designed to wrap around the existing granite consoles to minimize the
demolition of the original building design. The new visitor access management
check-in system has been incorporated into the consoles that will extend wider
than the originals to accommodate security personnel and provide better
check-in for visitors to the building. Recoat Main Lobby ground floor window
mullions at exterior surfaces. Additionally, lighting upgrades are being
evaluated to enhance the overall lobby appearance.


 


2.             Upgrade Project Name: Lower Level Lobbies and Valet Drop Off Area
Upgrade Project.


 


(a)                                  Estimated start date:            April 2003; estimated completion date: December 2005.


 


(b)                                 Project Description:             This Project Upgrade includes, without limitation, the upgrade of the
driveways in and to the A Level garage with the introduction of new way finding
and lighting treatments to assist with directional and visual enhancements. The
valet drop off area will be upgraded with new signage and way finding graphics.


 


3.             Upgrade Project Name: Plaza Upgrade Program


 


(a)                                  Estimate start date: January 2004; Estimated completion
date: December 2007.


 


(b)                                 Project Description: This Project Upgrade includes, without
limitation, installation of large pylon signage elements at the four corners of
the property. These elements will be lit at night. The pylons will accommodate
future major and secondary tenant signage as well as plaza identification
signage at the bottom of each pylon. The pylon portion of this Project Upgrade
shall be limited to * conceptual design of the Plaza also includes upgrades to
the existing fountain, as well as the introduction of new shade canopies,
seating and wireless interned access. An architectural light installation by a
selected artist is being considered to bring the two Towers together visually.


 


4.             Upgrade Project Name: Retail Renovation Project


 


(a)                                  Estimated start date: January 2004; Estimated completion
date: December 2008.


 


(b)                                 Project Description: This Project Upgrade includes, without
limitation consolidation of all “C” Level retail stores onto the B-Level. The
existing atrium opening between levels B and C will be closed. Selective areas
will be upgraded with new storefronts, lighting, graphics and floor materials.
This Project Upgrade shall be limited to*


 


5.             Intentionally Omitted.


 


6.             Upgrade Project Name: Elevator Modernization Program


 


(a)                                  Estimated start date: December 2003; Estimated completion
date: December 2006.


 


(b)                                 Project Description: This Project Upgrade includes, without
limitation, renovation of elevator cab interiors and installation of new
security card readers. To the extent appropriate, upgrade controls, realign
vertical rails and adjust timing and floor stop leveling. Such Project Upgrade
may include ACM abatement specifically related to said work.


 


7.             Intentionally Omitted.


 


8.             Upgrade Project Name: Visitor Management System


 


(a)                                  Estimated start date: September 2003; Estimated
completion date:  November 2003.


 


(b)                                 Project Description: This Project Upgrade includes, without
limitation, a new security access management system to control card reader
points of entry. The system is compatible with the existing HID card access
system at the garage entries and will be extended into the future optical
turn-styles at the main building lobbies. This system upgrade will allow
tenants to prearrange visitor access through a website in order to expedite the
check-in process more efficiently.


 

















 


9.             Intentionally Omitted.


 


10.           Intentionally Omitted.


 


11.           Upgrade Project Name: Domestic Water Riser Replacement Project


 


(a)                                  Estimated start date:  June 2004; Estimated
completion date: December 2006


 


(b)                                 Project Description:  This Project Upgrade includes,
without limitation, upgrading the domestic water supply main vertical risers
and domestic water pumps in both towers.


 


12.           Upgrade Project Name: Central Plant Upgrade Program


 


(a)                                  Estimated start date:  July 2004; Estimated
completion date: December 2008.


 


(b)                                 Project Description:  This Project Upgrade includes,
without limitation, chiller retrofits to provide power cost savings and reduce
the actual cost of providing after-hours HVAC.


 

















 


[GRAPHIC]


 


EXHIBIT “DD”


 


DEPICTION
OF CONTEMPLATED CHANGES

TO THE PLAZA AREA


 


2

















 


[GRAPHIC]


 


3

















 


[GRAPHIC]


 


4

















 


EXHIBIT EE


 


[GRAPHIC]


 


[GRAPHIC] CONTEMPLATED CONVERSION AREA


 

















 


EXHIBIT FF


 


[GRAPHIC]


 


[GRAPHIC] CONTEMPLATED CONVERSION AREA


 

















 


EXHIBIT GG


 


[GRAPHIC]


 


[GRAPHIC] PEDESTRIAN PASSAGEWAYS


 














 


EXHIBIT HH


 


[GRAPHIC]


 


[GRAPHIC] PEDESTRIAN PASSAGEWAYS


 

















 


[GRAPHIC]


 




	
  [GRAPHIC]

  	
   

  	
  = Continuing Lobby Areas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA
  LEVEL SOUTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM
  DESIGN LOGO]

  	
   

  	
  ARCO
  PLAZA

  	
   

  	
  11/10/03

  
	
  515
  SOUTH FLOWER STREET, 8TH FLOOR, LOS 

  ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]
  213. 593.8100 F; 213. 593.8608  

  www.dmjm.com

  	
   

  	
  SCALE: 
  1" = 30'– 0"

  	
   

  	
   

  






 


EXHIBIT “II”


 


DEPICTION OF THE CONTINUING

LOBBY AREAS


 


1

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = Continuing Lobby Areas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA
  LEVEL SOUTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM
  DESIGN LOGO]

  	
   

  	
  ARCO
  PLAZA

  	
   

  	
  11/10/03

  
	
  515
  SOUTH FLOWER STREET, 8TH FLOOR, LOS 

  ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]
  213. 593.8100 F; 213. 593.8608  

  www.dmjm.com

  	
   

  	
  SCALE: 
  1" = 30'– 0"

  	
   

  	
   

  



 


2

















 


EXHIBIT “JJ”


 


TENANT’S SOUTH TOWER A-LEVEL ATM AREA


 


The South Tower A-Level ATM
Area shall be any area in the lobby/vestibule of the A-Level directly below the
South Tower, as mutually and reasonably agreed to by Tenant and Landlord.


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = North Tower

  Ground Floor Lobby ATM Area

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA
  LEVEL NORTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM
  DESIGN LOGO]

  	
   

  	
  ARCO
  PLAZA

  	
   

  	
  11/10/03

  
	
  515
  SOUTH FLOWER STREET, 8TH FLOOR, LOS 

  ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]
  213. 593.8100 F; 213. 593.8608  

  www.dmjm.com

  	
   

  	
  SCALE:
  1" = 30'– 0"

  	
   

  	
   

  



 


EXHIBIT “KK”


 


DEPICTION OF THE

NORTH TOWER GROUND FLOOR LOBBY

ATM AREA


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = South Tower

  Ground Floor Lobby ATM Area

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA
  LEVEL NORTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM
  DESIGN LOGO]

  	
   

  	
  ARCO
  PLAZA

  	
   

  	
  11/10/03

  
	
  515
  SOUTH FLOWER STREET, 8TH FLOOR, LOS 

  ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE]
  213. 593.8100 F; 213. 593.8608  

  www.dmjm.com

  	
   

  	
  SCALE:
  1" = 30'– 0"

  	
   

  	
   

  



 


EXHIBIT “LL”


 


DEPICTION OF THE

SOUTH TOWER GROUND FLOOR LOBBY

ATM AREA


 

















 


[GRAPHIC]


 


EXHIBIT “MM”


 


DEPICTION OF THE PORTION OF THE

DOWNTOWN LOS ANGELES CENTRAL BUSINESS DISTRICT

FOR LOCATION OF COMPARABLE BUILDING


 

















 


EXHIBIT “NN”


 


OPERATIONAL CRITERIA FOR HVAC SERVICE


 


Base Building HVAC System Design and Performance Criteria


 


1.             Design Conditions:


 


	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  	
   

  
	
  a.       Outside Dry Bulb:

  	
   

  	
  99°F

  	
   

  	
  41°F

  	
   

  
	
  Outside Wet Bulb:

  	
   

  	
  72°F

  	
   

  	
  —

  	
   

  
	
  Inside Dry Bulb:

  	
   

  	
  75°F

  	
   

  	
  70°F

  	
   

  
	
  Inside Relative Humidity:

  	
   

  	
  30%-60%

  	
   

  	
  30%-60%

  	
   

  
	
  Mean Daily Range:

  	
   

  	
  21°F

  	
   

  	
  —

  	
   

  



 


b.     Minimum Ventilation: Per ASHRAE Standard
62-1989 but not less than 15.0 CFM/100 square feet.


 


c.     Air Supply Rate:


 


a.               Maximum air supply rate of 0.8 cfm/square
foot of air-conditioned space in the interior areas.


 


b.              Primary air supply rate of 0.7 cfm/square
foot in the perimeter zones at the induction units.  Total air movement
from induction units including the primary air and induced air will be close to
1.5 cfm square feet or higher.


 


2.             Interior Loads:


 


a.     Lights: 1.5 watts/square foot maximum. 1.2
watts/square foot average.


 


b.              Miscellaneous Equipment: Maximum continuous
heat output equal to 2.0 watts/square foot (6.6 BTU/square foot of conditioned
space.)


 


c.               People: 150 square feet/person.


 


3.             Air Handling System:


 


a.               Perimeter zones of building–induction units:
Each unit with a thermostatically controlled valve for cooling and heating
control. Ventilation outdoor air to these units is from the primary air system.
Induction units will provide cooling and heating to offset solar, transmission,
lighting power and people load for a perimeter zone depth of 15 feet maximum.


 


b.              Sixty-eight induction units per floor around
the build perimeter.


 


c.               Unit  cooling capacity and heating
capacity varies for each exposure. Capacities vary from 6,000 BTU/hour to 9,000
BTU/hour per unit.


 


d.              Interior zones of building: Multiple central
station air handler units located in mechanical equipment floors. Each unit has
duct riser serving multiple floors. Total of five riser outlets per floor.
Tenant HVAC designer to ensure uniform loading of each riser takeoff on each
tenant floor.


 


e.               Units shall supply cooled air at 55°F minimum
to 65°F maximum as needed to meet the interior space cooling loads.


 


4.             Cooling Capacity per Floor:


 


a.               Total cooling capacity per floor which
includes the perimeter induction units and interior system shall be no less
than 80 tons per floor.


 


5.             Refrigeration System:


 


a.               Building has four water chillers, two
chillers rated at 3100 tons each, one chiller rated at 2200 tons and one rated
at 1600 tons. Chillers are located in the basement chiller room. Chillers
produce chilled water at 42°F for distribution to the air handling system.


 


6.             Building Heating System:


 


a.               Building’s heating is by hot water with steam
to hot water heat exchangers. Primary source of heat is two steam boilers
located in basement boiler room.


 


b.              Hot water is distributed to air -handler
units and reheat coils throughout the building. Total installed boiler capacity
is slightly more that 1000 HP.


 


7.             Tenant Supplementary Cooling:


 


a.               Base building does not have provisions to
supply chilled water to tenants for supplementary cooling or 24 hours cooling
at this time.


 


1

















 


EXHIBIT “NN”


 


OPERATIONAL CRITIERA FOR HVAC SERVICE


 


b.              Mechanical equipment rooms on the 14-15
floors or 38-39 floors can accommodate tenant supplementary cooling equipment,
such as dry coolers, cooling towers or chillers subject to space availability.


 


END OF SECTION


 


2

















 


EXHIBIT “OO”


 


PAYMENTS UNDER ANY DECLARATIONS, COVENANTS, CONDITIONS

AND RESTRICTIONS OR INSTRUMENTS PERTAINING TO THE OPERATION

OF THE PROJECT OR THE MAINTENACE OF ANY EASEMENT,

LICENSE OR OPERATING AGREEMENT OR SIMILAR

INSTRUMENT WHICH AFFECTS THE PROJECT


 


None.


 

















 


[GRAPHIC]


 


	
  CITY NATIONAL BANK NAMING RIGHTS STUDY

  	
  OPTION
  A2 11.12.03

  	
  1/4" = 1' -0"

  	
  [SP
  LOGO]

  



 


EXHIBIT “PP”


 


FUTURE PYLON SIGNS


 

















 


EXHIBIT “QQ”


 


LOCATION OF OTHER PROJECT SIGNS


 


The location of the “Other
Project Signs” are generally shown on:


 


(i)  Page A3-1(a) of
Exhibit “P” as “City National Plaza Parking ID” and “City National Plaza
Parking Information”;


 


(ii)  Page A2-4 of
Exhibit “P” as “City National Plaza – Parking ID and Info” and “City National
Tower”;


 


(iii)  Page A2-3 of
Exhibit “P” (all signs shown); and


 


(iv)  Page A2-6 of
Exhibit “P” (all signs shown).