Exhibit 10.14


OFFICE BUILDING LEASE


 


This Lease, dated, for reference purposes only, on this    10th      day of    
September  20 04  , is made between LANDLORD and TENANT,


WITNESSETH:


 


1. 
TERMS AND DEFINITIONS.  For the purpose of this
Lease, the following terms shall have the following definitions and eanings:


a.              LANDLORD:   Encino Corporate Plaza,
L.P.                                                                            



 


b.                       
LANDLORD’s Representative: (The authorized
representative of LANDLORD for all rental payments and all notices as provided
herein)     Milbank Real Estate Services, Inc. 


727 West 7th Street, Suite 800, Los Angeles, California
90017


 


c.                       
TENANT:   Mercantile National Bank,
N.A., a national bank                                                 


 


d.              TENANT’s
Address:


                   16661 Ventura Boulevard, Suite 110, Encino,
California  91436                                                       



 


e.              Building’s Name and Address:  Encino Corporate Plaza,    16661 Ventura Blvd., Encino, California
91436     


 


f.               Suite
Number: 110, consisting of approximately1650 rentable square feet   


 


g.              Floor(s)
upon which the Premises are located:   First   



 


h.              Premises: Those certain Premises
described in Paragraph 2.


 


i.               Term:   Sixty (60)     months and    -0-  
days.


 


j.               Commencement
Date:    June 1, 2004                               


 


k.             Expiration
Date:        May 31, 2009                                  


 


l.               Monthly
Basic Rent:    Four
Thousand Five Hundred and No/100 Dollars ($4,500.00)                               


 


m.             TENANT’s
Percentage Share:          1.01%                             


 


n.              Security
Deposit:   Four
Thousand Five Hundred and No/100 Dollars ($4,500.00)                                   


 


o.              Permitted Use:     Commercial Bank Branch, including ATM
and Night Depository    


 


p.              Parking:    See Paragraph 1 of the Exhibit
“B”


 


q.          Brokers:   Milbank Real Estate
Services, Inc., for the Landlord, and Cushman Wakefield for the Tenant


 


r.              Initial Payment Upon Execution of Lease:


	
   

  	
  i.

  	
   

  	
  1st Month Basic Rent:

  	
   

  	
  $

  	
  4,500.00

  	
   

  
	
   

  	
  ii.

  	
   

  	
  Last Month Basic Rent:

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
  iii.

  	
   

  	
  Security Deposit:

  	
   

  	
  $

  	
  4,500.00

  	
   

  
	
   

  	
  iv.

  	
   

  	
  1st Month Parking:

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
  v.

  	
   

  	
  Miscellaneous:

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
  Total:

  	
   

  	
  $

  	
  9,000.00

  	
   

  



s.              Additional documents: Attached to
this Lease and incorporated herein by reference are:   Exhibits “A” and “B”


 




	
   

  	
   

  	
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2.    PREMISES LEASED.  For and in consideration of the covenants
hereinafter mentioned, LANDLORD leases to TENANT and TENANT hereby leases from
LANDLORD the Premises contained within suite designated in Paragraph 1.f.  The rent hereunder is a negotiated sum determined
by a number of factors including but not limited to:  (i) the location of the Premises within in
the Building, (ii) the extent of the improvements in the Premises,(iii) the
length of the Lease term, (iv) the intended use of the Premises, (v) the credit
worthiness of the TENANT, (vi) LANDLORD’s prior business dealings with the
TENANT,  and (vii) the approximate
rentable square footage of the Premises. The term “approximate rentable square
footage” contained in this Lease, includes a portion of all common areas in the
Building and areas dedicated to the service of the Building which essentially
comprises the whole floor upon which the premises are located, without
deduction for columns and projections necessary to the Buildings structure,
plus the ground floor common areas located within the Building.  The rentable square footage of the Premises
and the Building are determined by LANDLORD’s architect, which such
determination shall be conclusive and binding upon the parties herein.


 


3.    TERM.
The term of this Lease shall be for the period designated in Paragraph 1.i,
commencing on the Commencement Date and ending on the Expiration Date, unless
the term hereby demised shall be sooner terminated as hereinafter
provided.  If TENANT, with LANDLORD’s
consent, takes possession of the Premises prior to the commencement of this
Lease, then TENANT shall be subject to all the covenants and conditions hereof,
and shall pay rent for the period beginning with the date TENANT takes
possession at the monthly rate prescribed in Paragraph 1.l.


 


4.   
MONTHLY BASIC RENT. The TENANT agrees to pay the LANDLORD as
basic rent for said leased Premises, for the initial period of the Lease as set
forth in Paragraph 1.i, in monthly installments as set forth in Paragraph 1.l
(the basic monthly rental) subject to adjustments as hereinafter provided (plus
such other sums as are hereinafter provided for), each installment payable in
advance on the first day of each and every calendar month during the term
hereof, commencing on the Commencement Date as set forth in Paragraph 1.j of
this Lease in lawful money of the United States of America, which the TENANT
agrees to pay to the LANDLORD without deduction or offset, prior notice or
demand, at the office of the Building or such other place as the LANDLORD may
designate, except that if the Commencement Date occurs on a day other than the
first day of the month, then the Basic Rent for the fraction  of the month starting with the Commencement
Date shall be paid on said Commencement Date, prorated on the basis of the
actual number of days in said month.  If
the term hereof ends on a day other than the last day of a month, then the
Basic Rent for the month during which said expiration occurs shall be prorated
on the basis of the actual number of days TENANT occupies the Premises and a 30
day month.  In addition to said Basic
Rent, TENANT agrees to pay “Additional Rent” as and when hereinafter provided
in this Lease.  Basic Rent and Additional
Rent are hereinafter sometimes referred to collectively as the “rent”.


 


           Upon execution of this
lease, TENANT shall pay the LANDLORD the sums as set forth in Paragraph 1.r.
The time of payment of Basic Rent and additional rent hereunder is of the
essence of this Lease and, in addition to all of the other remedies available
to LANDLORD, hereunder shall bear interest at the maximum rate permitted by law
after due date until paid in full.


 


5.  LATE CHARGES.  TENANT hereby acknowledges that late payment
by TENANT to LANDLORD of rent and other sums due hereunder will cause LANDLORD
to incur costs not contemplated by this Lease, the exact amount of which will
be impractical or extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges and late charges which may be imposed on
LANDLORD by the terms of the trust deed encumbering the Premises.  Accordingly, if any installment of rent or
any other sum due from TENANT shall not be received by LANDLORD within five (5)
days after such amount shall be due, TENANT shall pay to LANDLORD a late charge
equal to 10% of such overdue amount.  The
parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs LANDLORD will incur by reason of late payment. TENANT
acknowledges that the aforesaid amount of 10% is not a penalty, but is an
amount that is acknowledged by the parties as the amount representing the
liquidated damages that LANDLORD will suffer as a result of the late payment,
taking into consideration all facts and circumstances known to the parties at
this time and represents a fair and reasonable estimate of the costs the
LANDLORD will incur by reason of the late payment. The parties further agree
that proof of actual damage would be costly or inconvenient.  The late charge shall be considered
Additional Rent as defined in Paragraph 4 of this Lease, and shall be in
addition to all of LANDLORD’s other rights and remedies hereunder or at law. In
addition to the late charge described herein, any Monthly Basic Rent, or other
amounts owed by TENANT to LANDLORD which are not paid on or before the date
they are due, shall thereafter bear interest until paid in full at a rate equal
to twelve percent (12%) per annum, provided that in no event shall such rate
exceed the highest rate permitted by applicable law.  The Late Charge and interest payable
hereunder shall be considered Rent.  If
TENANT’s check is returned by the bank, in addition to the late charge of 10%
as specified above, TENANT shall also pay to LANDLORD the charge made by the
bank for the returned check and LANDLORD’s return check charge of $15.00 per
check returned.  Notwithstanding
anything to the contrary in this Paragraph 5, LANDLORD shall not impose
interest or late charges unless 3 days’ prior written notice has been given to
TENANT of late rent; provided further, that such notice shall only be required
once in every 12 month period.


 


 




	
   

  	
   

  	
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6.  C.P.I.
ADJUSTMENTS.  LANDLORD
shall have the additional right to increase each year the monthly basic rent as
specified in Paragraph 1.l on the first day of the month following the
anniversary date of the commencement of the term and in accordance with the
following formula:


 


           The Consumer Price Index
for all Urban Consumers for the Los Angeles-Long Beach metropolitan area,
published in the U.S. Department of Labor, Bureau of Labor Statistics (Index)
which is published for the month which is three (3) months prior to such
anniversary date (the “Extension Index”) shall be compared with the Index (the
“Beginning Index”) published for the month which is three (3) months prior to
the “Beginning Month”.  For the purposes
of this Paragraph 6, the “Beginning Month” shall be defined as the month of the
latest adjustment made in accordance with this Paragraph 6, or, if there has
been no previous adjustment, the month in which the original Lease Term
commenced.


 


 




	
   

  	
   

  	
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           If the Extension Index
has increased over the Beginning Index, the monthly rent payable during the
next year shall be set by multiplying the monthly basic rent for the Beginning
Month by a fraction, the numerator of which is the Extension Index and
denominator of which is the Beginning Index. As soon as the monthly basic rent
is set, LANDLORD shall notify TENANT of the amount of the increase of the
rental, if any, for the next year of the term. The failure of LANDLORD to notify
TENANT of an increase shall not preclude LANDLORD from enforcing its rights
hereunder for such year or any subsequent year.


 


           If the Index is changed
so that the base year differs from that used in the Beginning Month, the Index
shall be converted in accordance with the conversion factor published by the
U.S. Department of Labor, Bureau of Labor Statistics.  If the index is discontinued or revised
during the Term, such other government index, as selected by LANDLORD in its
reasonable discretion,  or computation
with which it is replaced shall be used in order to obtain substantially the
same result as would be obtained if the Index had not been discontinued or
revised.


 


7.  OPERATING
EXPENSES AND REAL PROPERTY TAX ADJUSTMENTS.  TENANT shall pay to LANDLORD upon receipt of
a statement therefor, as additional rent, such proportion of the following
items as the rentable square footage rented by TENANT bears to the total
rentable square footage of the Building as set forth in Paragraph 1.m of this
Lease:


 


i.  Any increase in expenses paid or incurred by
LANDLORD in the operation or maintenance of the Building, above such expenses
paid or incurred by LANDLORD during the base year (hereinafter defined); and


ii.  Any increase in the city, county, special
district and state “real estate taxes” in excess of the real estate taxes
levied against the land and Building (including parking structure ancillary
thereto) of which the Premises are a part, for the base year (hereinafter
defined).


 


                 a. Definition of Terms. For the purposes
of this Paragraph 7, the following terms are defined as follows:


 


                     i.
 Expenses:
Expenses shall consist of all direct costs of operation and maintenance of the
Building, including parking structure ancillary thereto and the common areas as
determined by standard accounting practices, including the following costs by
way of illustration, but not limitation: water and sewer charges; the net cost
and expense of insurance for which LANDLORD is responsible hereunder or which
LANDLORD or any mortgagee with a lien affecting the Premises reasonably deems
necessary in connection with the operation of the Building; utilities;
janitorial services; security; labor, parking expenses; utilities surcharges;
or any other costs levied, assessed or imposed by, or at the direction of, or
resulting from statutes or regulation or interpretations thereof, promulgated
by any federal, state, regional, municipal or local government authority in
connection with the use or occupancy of the Building or the Premises or the
parking facilities serving the Building or the Premises; the cost (amortized
over such reasonable period as LANDLORD shall determine together with interest
at the maximum rate allowed by law on the unamortized balance) of (A) any
capital improvements made to the Building by the LANDLORD after the first year
of the term of the Lease that reduce other Expenses, or made to the Building by
LANDLORD after the date of the Lease that are required under any governmental
law or regulation that was not applicable to the Building as of the
Commencement Date of this Lease, or (B) replacement of any Building equipment
needed to operate the Building at the same quality levels as prior to the
replacement; costs incurred in the management of the Building, if any (including
supplies, wages and salaries of employees used in the management, operation and
maintenance of the Building, payroll taxes and similar governmental charges
with respect thereto, Building management office rental if said office is
located in the Building, and a management fee); air-conditioning; waste
disposal; heating; ventilating; elevator maintenance; supplies; materials;
equipment; tools; repair and maintenance of the structural portions of the
Building, plumbing, heating, ventilating, air-conditioning and electrical
systems installed or furnished by LANDLORD; maintenance costs and upkeep of all
parking and commons areas, including rental of personal property used in such
maintenance and upkeep; costs and expenses of gardening and landscaping; maintenance
of signs (other than TENANT’s signs); personal property taxes levied on or
attributable to personal property used in connection with the entire Building,
including the Common Areas and ancillary parking structure; reasonable audit or
verification fees; and costs and expenses of repairs, resurfacing, repairing,
maintenance, painting, lighting, cleaning, refuse removal, security and similar
items, including appropriate reserves. 
Expenses shall not include depreciation on the Building or equipment
therein; LANDLORD’s executive salaries; the commission of real estate brokers
or leasing agents, and other costs related to leasing the Building, including marketing expenses and tenant
improvements; interest expense on Building financing; amortization of the cost
of Leasehold Improvements in the Building; ground rent; income and franchise
taxes; dividends; and attorney’s fees and expenses which are not related to the
operation of the Building; amounts paid to LANDLORD or subsidiaries or
affiliates of LANDLORD for goods or services provided for the Building to the
extent that such costs exceed competitive costs of such goods or services
provided by unaffiliated third parties; costs paid or reimbursed by insurance
or other tenants.


 


                     ii.  Real Estate Taxes.  As used herein, the “real estate taxes” shall
include any form of assessment, license fee, license tax, business license fee,
commercial rental tax, levy, charge, penalty, tax or similar imposition imposed
by any authority having the direct power to tax, including any city, country,
state or federal government, or any school, agricultural, lighting drainage or
other improvements or special assessment district thereof, as against any legal
or equitable interest of LANDLORD in the Premises, including, but not limited
to, the following:


(1)  Any tax on
LANDLORD’s “right” to rent or “right” to other income from the Premises or as
against LANDLORD’s business of leasing the Premises;


(2)  Any assessment, tax,
fee, levy or charge in substitution, partially or totally, of any assessment,
tax, fee, levy or charge previously included within the definition of real
estate tax, it being acknowledged by TENANT and LANDLORD that Proposition 13
was adopted by the voters of the State of California in the June, 1978 Election
and that assessments, taxes, fees, levies and charges may be imposed by
governmental agencies for such services as fire protection, street, sidewalk
and road maintenance, refuse removal and for other governmental services
formerly provided without charge to property owners or occupants.  It is the intention of TENANT and LANDLORD
that all such new and increased assessments, taxes, fees, levies and charges to
be included within the definition of “real property taxes” for the purposes of
this Lease;


(3) Any assessment, tax, fee,
levy or charge allocable to or measured by the area of the Premises or the rent
payable hereunder, including, without limitation, any gross income tax or
excise tax levied by the state, city or federal government, or any political
subdivision thereof, with respect to the receipt of such rent, or upon or with
respect to the possession, leasing, operating, management, maintenance,
alteration, repair, use or occupancy by TENANTS of the Premises, or any portion
thereof;


(4) Any assessment, tax, fee, levy or charge upon this
transaction or any document to which TENANT is a party creating or transferring
an interest or an estate in the Premises;


 


 




	
   

  	
   

  	
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3





















 


(5) Any assessment, tax, fee,
levy or charge by any governmental agency related to any transportation plan,
fund or system instituted within the geographic area of which the Building is a
part; or


(6) Reasonable legal and other
professional fees, costs and disbursements incurred in connection with
proceedings to contest, determine or reduce real property taxes.


 


           Notwithstanding any
provision of this Paragraph 7 expressed or implied to the contrary, “real
estate taxes” shall not include LANDLORD’s federal or state income, franchise,
inheritance or estate taxes


 


iii.  Base Year
for Expenses.  The base year
for the determination of any increase in expenses incurred by LANDLORD in the
operation or maintenance of the Building, is the calendar year commencing
January 1, and ending December 31 in which the term of this Lease commenced.


 


iv. 
Base Year for Real Estate Taxes. The base year for the
determination of any increase in the city, county, special district and state
“real estate taxes” in excess of the real estate taxes levied against the land,
Building, common areas (including parking structure ancillary thereto) of which
the Premises are a part is the fiscal tax year commencing July 1 and ending the
following June 30 in which the term of this Lease commences.


           With respect to any
portion of a Lease year which does not conform to a fiscal tax year (a tax year
ends June 30th), the additional payments provided under this Paragraph 7 shall
be prorated accordingly.


 


                     b.  Estimate Statement and
Actual Statement. At the time of making and entering into of this
Lease and by the first day of March of each calendar year during the term of
this Lease, LANDLORD shall endeavor to deliver to TENANT a statement (“Estimate
Statement”) wherein LANDLORD shall estimate the Expenses and Real Estate Taxes
for the current calendar year; provided, however, that if LANDLORD determines
that TENANT’s Percentage Share of the Expenses for such current calendar year
is greater than that set forth in the Estimate Statement, then LANDLORD may
deliver on the first day of June, September, or December, as appropriate, a
revised Estimate Statement and TENANT shall pay to LANDLORD, within ten (10)
days of the delivery of such revised Estimate Statement, the difference between
such revised Estimate Statement and the original Estimate Statement for the
portion of the current calendar year which has then expired, and TENANT shall
pay during the balance of such current calendar year through February of the
succeeding calendar year a fraction of the balance of such difference as would
fully amortize such excess over the remaining months of the then current
calendar year through and including February of the succeeding calendar
year.  Subsequent installments shall be paid
concurrently with the regular monthly rent payments for the balance of the
calendar year and shall continue until the next calendar year’s Estimate
Statement is rendered.  By the first day
of March of each succeeding calendar year during the term of this Lease,
LANDLORD shall endeavor to deliver to TENANT a statement (“Actual Statement”)
wherein LANDLORD shall state the actual Expenses for the preceding calendar
year.  If the Actual Statement reveals a
greater increase in TENANT’s Percentage Share of Expenses than was estimated by
LANDLORD in the Estimated Statement delivered as provided herein, then upon
receipt of the Actual Statement from LANDLORD, TENANT shall pay a lump sum
equal to said total increase over the Expenses and Real Estate Taxes, less the
total of the monthly installments of increases set forth on the Estimate
Statement which were paid in the previous calendar year. If, in any calendar
year, TENANT’s Percentage Share of Expenses is less than the preceding calendar
year, then upon receipt of LANDLORD’s Actual Statement, any overpayment made by
TENANT on the monthly installment basis provided above shall be credited toward
the next monthly rent falling due and the monthly installment of TENANT’s
Percentage Share of Expenses to be paid pursuant to the then current Estimate
Statement shall be adjusted to reflect such lower expenses for the most recent
calendar year, or if this Lease has been terminated, such excess shall be
credited against any amount which TENANT owes LANDLORD pursuant to this Lease
and, to the extent all amounts which TENANT owes LANDLORD pursuant to this
Lease have been paid, LANDLORD shall promptly pay such excess to TENANT.  Any delay or failure by LANDLORD in
delivering any Estimate or Actual Statement pursuant to this Paragraph 7 shall
not constitute a waiver of its right to require an increase in rent nor shall
it relieve TENANT of its obligations pursuant to this Paragraph 7, except that
TENANT shall not be obligated to make any payments based on such Estimate or
Actual Statement until ten (10) days after receipt of such Estimate or Actual
statement.


           Even though the term has
expired and TENANT has vacated the Premises, when the final determination is
made of TENANT’s Percentage Share of Expenses for the year in which this Lease
terminates, TENANT shall immediately pay any increase due over the estimated
expenses paid and conversely any overpayment made in the event said expenses
decrease shall be immediately rebated by LANDLORD to TENANT.


           Notwithstanding anything
contained in this Paragraph 7, the rental payable by TENANT shall in no event
be less than the rent specified in Paragraph 1.l  hereof.


 


   c.  Disputes Regarding Actual Statement.  In the event TENANT disputes any and all
amounts set forth in the Actual Statement, TENANT shall provide LANDLORD with
written notice of same within sixty (60) days of receipt of the Actual
Statement. As a condition precedent to contesting the amount set forth in the
Actual Statement shall be the payment by TENANT in a timely manner of the
amount claimed due and owing by LANDLORD. 
Failure to provide such notice in said timely fashion and pay in the
full the amounts claimed due and owing by LANDLORD will constitute a waiver by
TENANT of the right to dispute the validity of the Actual Statement amounts so
set forth. After TENANT has timely given the written notice and paid the amount
claimed by LANDLORD in full, TENANT shall have the right no later than sixty
(60) days after such notice and payment, to cause LANDLORD’s books and records with
respect to the preceding calendar year to be audited by a certified public
accountant mutually acceptable to LANDLORD and TENANT. The amounts payable
under this Paragraph 7 by LANDLORD to TENANT or by TENANT to LANDLORD, as the
case may be, shall be appropriately adjusted on the basis of such audit. If
such audit discloses a liability for further refund by LANDLORD to TENANT in
excess of fifteen
(15%) of the payments previously made by TENANT for
such calendar year, the cost of such audit shall be borne by LANDLORD;
otherwise, the cost of such audit shall be borne by TENANT.


 


8.  DELAY IN OCCUPANCY.  TENANT agrees that in the event of the
inability of LANDLORD to deliver to TENANT possession of the Premises at the
commencement of said term, LANDLORD shall not be liable for any damage caused
thereby, nor shall this Lease be void or voidable if possession is given to
TENANT within 180 days after the date set for commencement of this Lease, but
in no event shall TENANT be liable for rent until such time as LANDLORD offers
to deliver possession of the Premises to TENANT.  However, the term hereof shall not be
extended by such delay.


 


 




	
   

  	
   

  	
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  9. TERMINATION. Except if terminated
as otherwise provided in this Lease, this Lease shall terminate on the
Expiration date set forth in Paragraph 1.k without the necessity of notice from
either party to the other party.


 


                 10. HOLDING OVER. If TENANT holds over after the termination of
this Lease without the express written consent of the LANDLORD, TENANT shall be
a tenant-at-sufferance, and TENANT shall pay to LANDLORD rent at the rate of one and one half times the amount of rental paid by
TENANT for the last month of the lease term, in addition to all other payments
required to be made by TENANT for the time during which TENANT retains
possession of the Premises, but this shall not waive any of the LANDLORD’s
other rights and remedies therefore.  TENANT EXPRESSLY ACKNOWLEDGES THAT THE ACCEPTANCE BY
THE LANDLORD OF ANY LESSER  AMOUNT
FOR RENT DURING SUCH PERIOD THE TENANT IS A TENANT-AT-SUFFERANCE,  SHALL NOT AFFECT LANDLORD’s RIGHT TO THE BALANCE OF
THE RENT PROVIDED FOR IN THIS PARAGRAPH AND SHALL NOT BE CONSTRUED AS CREATING
AN ACCOUNT STATED BETWEEN LANDLORD AND TENANT AS TO THE AMOUNT OF RENT DUE AND
OWING DURING THE HOLDING OVER PERIOD. The foregoing provisions of
this Paragraph 10 are in addition to and do not affect LANDLORD’s right of
reentry or any rights of LANDLORD hereunder or as otherwise provided by
law.  If TENANT fails to surrender the
Premises upon the expiration of this lease. TENANT
shall indemnify and hold LANDLORD harmless from all loss, cost or damage
(including reasonable attorney fees and court costs), including without
limitation, any claim made by any succeeding Tenant founded on or resulting
from such failure to surrender.


 


11.  TAXES ON
TENANT’s PROPERTY.


 


a.  Payment of Personal Property Taxes. TENANT
shall be liable for and shall pay before delinquency taxes levied against any
personal property or trade fixtures placed by TENANT in or about the Premises.
If any such taxes on TENANT’s personal or trade fixtures are levied against
LANDLORD or LANDLORD’s property or if the assessed value of the Premises is
increased by the inclusion therein of a value placed upon such personal
property or trade fixtures of TENANT and if LANDLORD, after written notice to
TENANT, pays the taxes based upon such increased assessments, which LANDLORD
shall have the right to do regardless of the validity thereof, but only under
proper protest if requested by TENANT. 
TENANT shall upon demand repay to LANDLORD the taxes levied against
LANDLORD, or the proportion of such taxes resulting from such increase in the
assessment, provided however,  that in
such event, at TENANT’s sole cost and expense, TENANT shall have the right, in
the name of LANDLORD and with LANDLORD’s full cooperation, to bring suit in any
court of competent jurisdiction to recover the amount of any such taxes so paid
under protest, any amount so recovered to belong to TENANT.


 


b.     Taxation of Leasehold
Improvements. If the Leasehold Improvements in the Premises, whether
installed and/or paid for by LANDLORD or TENANT and whether or not affixed to
the real property so as to become a part thereof, are assessed for real
property tax purposes at a valuation higher than the valuation at which
Leasehold Improvements conforming to LANDLORD’s “Building Standard” in other  space in the Building are assessed, then the
real property taxes and assessment levied against LANDLORD or the property by
reason of such excess assessed valuation shall be deemed to be taxes levied
against personal property of TENANT and shall be governed by the provisions of
Paragraph 11.a above.  If the records of
the County Assessor are available and sufficiently detailed as same as a basis
for determining whether said Leasehold Improvements are assessed at a higher
valuation than LANDLORD’s “Building Standard” such records shall be binding
on  both LANDLORD and TENANT.  If the records of the County Assessors are
not available or sufficiently detailed to serve as a basis for making said
determination, the actual cost of construction shall be used.


 


12. SECURITY DEPOSIT.   Upon execution of this lease, TENANT shall
deposit with the LANDLORD the sum as set forth in Paragraph 1.n of this Lease,
which sum shall be held by LANDLORD for security for the faithful performance
by TENANT of all of the terms, covenants, and conditions of this Lease by
TENANT to be kept and performed during the term hereof or any extension hereof.


 


           If TENANT defaults beyond
any applicable notice and cure period  with respect to
any provision of this lease, including but not limited to, the provisions
relating the payment of rent, LANDLORD may (but shall not be required to) use,
apply or retain all or any part of this security deposit for the payment of any
rent or any other sum in default, or for the payment of any amount which
LANDLORD may spend or become obligated to spend by reason of TENANT’s default,
or to compensate LANDLORD for any other loss or damage which LANDLORD may
suffer by reason of TENANT’s default.  If
any portion of said deposit is so used or applied, TENANT shall, within thirty
days after written demand therefor, deposit cash with LANDLORD in an amount
sufficient to restore the security deposit to its original amount, and
TENANT’s failure to do so shall be in default under this lease.  LANDLORD shall not be required to keep this
security deposit separate from its general funds and TENANT shall not be
entitled to interest on such deposit.


 


           If TENANT is not
in default of the terms of this Lease beyond
any applicable notice and cure period as  of the
last day of the Term (as it may be
extended), the security deposit or any balance thereof shall be
returned to TENANT (or, at LANDLORD’s option, to the last assignee of TENANT’s
interest hereunder) within ninety days from expiration of the Lease term,
provided that the LANDLORD may retain the security deposit for a
period not to exceed the longer of six months or  until
such time as any amount due from TENANT in accordance with different provisions
of this Lease has been determined and paid in full. TENANT shall not apply the
security deposit to the last month’s rent. TENANT
expressly agrees that if it should attempt to apply the security deposit to the
last month’s rent, then the last month’s rent shall be increased to 150% of the
amount otherwise scheduled as the last month’s rent. LANDLORD and TENANT hereby
agree that the increase of rent set forth above will be considered as
liquidated damages for the failure to pay the last month’s rent and not a
penalty. At the time of the making and entering into of this Lease, LANDLORD
and TENANT agree that it would be difficult, costly, and inconvenient to
determine the amount of damages that LANDLORD would sustain as a result of the
failure of TENANT to pay the last month’s rent. 
Therefore, LANDLORD and TENANT hereby agree that the increase in rent as
set forth in this Paragraph 12 is a fair and reasonable estimation of the
damages that LANDLORD would suffer. In the event of bankruptcy or other
debtor-creditor proceedings against TENANT, TENANT’s security deposit shall be
deemed to be applied first to the payment of rent, and other sums due LANDLORD
for all periods prior to filing of such proceedings.


 




	
   

  	
   

  	
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13.  USE OF
PREMISES.  In addition to the use
provided for in Paragraph 1.o, TENANT shall use the Premises for general office
purposes and shall not use or permit the Premises to be used for any other
purposes without consent of LANDLORD., which consent shall not be unreasonably withheld,
conditioned, or delayed  Notwithstanding
anything to the contrary in this Lease,  
During the term of this Lease and any extensions thereof, LANDLORD
hereby grants to TENANT the right to maintain the existing night depository
window into the Premises, and further to install and maintain an automated
teller machine (“ATM”) including installation of any required lighting.  The location for installation of the ATM
shall be as set forth in attached Exhibit “A”.


 


           TENANT
shall not do or permit anything to be done in or about the Premises nor bring
or keep anything therein which will in any way increase the existing rate of or
affect any fire or other insurance upon the Premises or any of its contents or
cause cancellation of any insurance policy covering the Premises or any part
thereof or any of its contents and TENANT shall comply with all rules orders,
regulations and requirements of any organization which sets out standards,
requirements, or recommendations commonly referred to by major fire insurance
underwriters including without limitation thereto, the installation of fire
extinguishers or an automatic dry chemical extinguishing system.  TENANT shall within five days upon demand,
reimburse LANDLORD as additional rent for any additional premiums charged for
insurance policies by reason of TENANT’s failure to comply with the provisions
of this Paragraph 13.


 


           TENANT
shall not do or permit anything to be done in or about the Premises which will
in any way obstruct or interfere with the rights of other TENANTS or occupants
of the Building or injure or annoy them or use or allow the Premises to be used
for any improper, immoral, unlawful or objectionable purpose nor shall TENANT
cause, maintain or permit any nuisance in, on or about the Premises.


 


           TENANT
shall not commit or suffer to be committed any waste in or upon the Premises
and shall keep the Premises in first class repair and appearance.  The Premises shall not be used for cooking (provided,
however, that TENANT may use small kitchen devices typically used in offices,
such as coffee makers, microwave ovens, toaster ovens), lodging, sleeping or for immoral purposes and no objectionable noise,
vibration or odor shall be permitted to escape from the Premises.


 


           TENANT
warrants that it is not a political organization, and agrees that the Premises
shall not be used for political offices or political meetings.  TENANT shall at its sole cost and expense
promptly comply with all laws, statutes, ordinances and governmental
regulations or requirements now in force or which may hereafter be in force
relating to or affecting TENANT’s specific and unique use of the
Premises or the Building.  Nothing
contained herein shall require TENANT to make any structural changes, capital
improvements, or other alterations, additions or improvements to the Premises,
unless such changes are required due to either TENANT or TENANT’s agents,
clients, contractors, directors, employees, invitees, licensees, officers,
partners or shareholders use of the Premises for purposes other than general
office purposes.


 


           TENANT
may not solicit TENANT’s services, such as but not limited to
telecommunications, data processing, or word processing, to any unaffiliated
tenant in the Building without LANDLORD’s prior written consent which consent
may be withheld by LANDLORD at its sole and absolute discretion; provided,
however, that TENANT may serve as a bank to any other tenant of the Building
without obtaining LANDLORD’s consent.  TENANT shall not install any radio or
television antenna, loudspeaker or other device on the roof or exterior walls
of the Building. TENANT shall be responsible for any and all acts in
contravention to the provisions of this Paragraph 13 committed by TENANT, its
agents, servants, employees, customers, contractors, clients, visitors,
patients and invitees.  TENANT shall not
be allowed to use name of the Building in which the Premises are located, or
words to that effect, in connection with any business carried on in the Premises
(except as TENANT’s address) without consent of LANDLORD.


 


14. CONDITION OF THE PREMISES. TENANT hereby
accepts the Premises “AS IS”, with all faults, and without any representation
or warranties by LANDLORD. TENANT acknowledges that LANDLORD has not promised
to make any changes or improvements to the Premises, except for those
improvements described in writing and signed by LANDLORD.


 


           The
entry of the TENANT into the possession of the Premises shall be a conclusive
acknowledgment on TENANT’s part that the Premises are in good and tenantable condition
as far as visual inspection discloses. 
At the expiration, or sooner termination of this lease, TENANT shall
deliver the Premises to LANDLORD in a state of repair in which the Premises
existed at the commencement of the term hereof, reasonable wear and tear
excepted.


 


TENANT warrants that it has inspected the Premises and
the suitability of the same for TENANT’s purposes, and that neither LANDLORD,
nor any agent or employee of LANDLORD, has made any representation or warranty
with respect to the Premises, the size of the suite, or the Building with
respect to the suitability of the Building or the Premises for the conduct of
the TENANT’s BUSINESS.


 


15.  ALTERATIONS AND REPAIRS DURING OCCUPANCY.  The Premises shall not be altered,
repaired, or changed without the written consent of the LANDLORD first had and
obtained, which consent shall not be unreasonably withheld or delayed, and all
such alterations, improvements or changes shall be at the sole cost of the
TENANT. Notwithstanding the foregoing, TENANT shall have the right, without
LANDLORD’s consent but upon ten (10) days prior notice to LANDLORD, to make
non-structural additions and alterations (“Cosmetic Alterations”) to the
Premises that do not (i) involve the expenditure of more than $25,000.00 in the
aggregate in any twelve (12) month period during the Term, (ii) affect the
exterior appearance of the Building, or (iii) affect the Building systems
(electrical, plumbing or mechanical) or the Building structure.  After LANDLORD’s written consent has been
obtained by the TENANT (except for Cosmetic Alterations), TENANT shall enter
into an agreement for the performance of the work to be done pursuant to this
Paragraph 15 with LANDLORD’s contractor or a contractor selected by TENANT and
approved by LANDLORD, in LANDLORD’s reasonable judgment.  In any event, TENANT agrees to pay to
LANDLORD, as additional rent, the cost of such construction, within 30 days
following receipt from LANDLORD of invoice from time to time during the course
of such construction.  All costs and
expenses incurred in changes shall be paid by TENANT within thirty (30) days
after each billing by LANDLORD or any such contractor(s).  If LANDLORD approves the construction of the
specific interior improvements in the Premises by other contractors chosen by
TENANT from a list prepared by LANDLORD at TENANT’s request, then TENANT’s
contractors shall obtain on behalf of TENANT and at TENANT’s sole cost and
expense all necessary governmental permits and certificates for the
commencement and prosecution of TENANT’s 


 


 




	
   

  	
   

  	
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changes and for final approval thereof upon
completion and a completion and lien indemnity bond, or other surety,
satisfactory to LANDLORD, for the changes.; provided that the completion and
lien bond shall only be required if the proposed improvements exceed
$25,000.  In the event TENANT shall request any changes in the work to be
performed after the submission of plans referred to in this Paragraph 15 such
additional changes shall be subject to the same approvals and notices as the
changes initially submitted by the TENANT. 
TENANT shall pay to LANDLORD for LANDLORD’s services in the event LANDLORD
performs as a general contractor in connection with the work performed pursuant
to this Paragraph 15, a fee equal to fifteen percent (15%)
of the total cost the changes and LANDLORD’s reasonable overhead related
thereto.  Such fee shall be five percent
(5%)
in order to cover LANDLORD’s reasonable overhead if LANDLORD or its agent does
not perform as such general contractor. 
All such alterations, repairs, additions or improvements, except trade
fixtures, counters, appliances, shelving, bookcases and other personal
property that is attached to the walls for seismic safety purposes only,
and movable partitions placed therein by the LANDLORD for the requirement of
TENANT’s business, shall, unless otherwise provided by written agreement,
become the property of the LANDLORD and shall remain upon and be surrendered
with the Premises upon the expiration of this lease or any sooner termination
thereof.


 


16. DUTY
OF TENANT WITH REGARD TO PREMISES. TENANT shall take good care
of the Premises and fixtures therein and shall make, as and when needed, as a
result of misuse or neglect by TENANT, all repairs in and about the Premises
necessary to preserve them in good order and condition, which repairs shall be
in quality and class equal to the original work.  However, LANDLORD may repair, at the expense
of TENANT, after
notice to TENANT, if TENANT fails to make the repairs, all
damage or injury to the Premises, or to the Building or to its fixtures,
appurtenances or equipment, done by TENANT or by TENANT’s agents, servants,
employees, contractors, visitors or licensees or caused by moving property of
TENANT in or out of the Building, or by installation or removal of furniture or
other property, or resulting from fire, heating, ventilating or air
conditioning unit or system, short circuits, overflow or leakage of water,
steam, gas, sewer gas, sewage or odors, or by frost or by bursting or leaking
pipes or plumbing works or gas, or from any other cause, if
due to the carelessness, negligence or improper
conduct of TENANT, or TENANT’s agents, servants, employees, contractors,
visitors or licensees.  LANDLORD shall
have the right to replace, at the expense of TENANT, any and all plate and
other glass damages or broken from any cause whatsoever in or about the
Premises unless caused by or due to the negligence of LANDLORD, LANDLORD’s
agents, servants or employees.  Except as
otherwise specifically provided in Paragraph 26.c hereof, there shall be no
allowance to TENANT for diminution of rental value, and no liability of the part
of LANDLORD by reason of inconvenience, annoyance, or injury to TENANT’s
business arising from the making of any repairs, alterations, decorations,
additions or improvements in or to any portion of the Building or Premises  (so long as there is no material
interference with TENANT’s and TENANT’s customers, employees, and visitors,
access to and use of the Premises and the parking facility, or in or to
fixtures, appurtenances or equipment, and no liability upon LANDLORD (except in
the event of Landlord’s gross negligence or willful misconduct) for failure to
make any repairs, alterations, decorations, additions or improvements in or to any portion of the Building or
Premises, or in or to the fixtures, appurtenances or equipment or by reason of
the act or neglect of TENANT or any other TENANT or occupant of the Building.


 


17. WAIVER OF RIGHT TO MAKE REPAIRS AT EXPENSE OF
LANDLORD.  TENANT hereby
waives all rights under the provisions of Sections 1932, 1933, 1941, and 1942
of the Civil Code of the State of California, and all rights under any law in
existence during the term of this Lease authorizing a TENANT to make repairs at
the expense of a LANDLORD or to terminate a Lease upon the complete or partial
destruction of the leased Premises.


 


18.            LIENS.  TENANT shall hold the LANDLORD,
the Premises, and the Building harmless and free from any liens or any claims
therefor, and all other liabilities, claims and demands arising out of any work
performed, materials furnished or obligations incurred by TENANT, and from all
actions, suits, and costs of suits by any person to enforce any such lien or
claim of lien, liability, claims or demands, together with the costs of suits
and attorney’s fees incurred by LANDLORD in connection therewith.  If any such liens are filed, LANDLORD may,
but in no way is obligated to, without waiving its rights and remedies based on
such breach of TENANT and without releasing TENANT from any of its obligations,
cause such liens to be released by any means it shall deem proper, including payment
in satisfaction of the claim giving rise to such lien.  TENANT shall pay to LANDLORD at once, upon
notice by LANDLORD, any sum paid by LANDLORD to remove such liens, together
with interest at the maximum rate per annum permitted by law from the date of
such payment by LANDLORD.  Any amount
payable by TENANT pursuant to this Paragraph 18, shall be deemed additional
rent, and LANDLORD shall be entitled to exercise the same rights and remedies
upon default in these payments as for a default in payment of basic rent.


 


19.             AUTOMOBILE PARKING.  LANDLORD hereby grants to the TENANT, in
common with other TENANTS in said Building, of which the Premises are a part
thereof, the right to use during normal business hours, certain designated
space for automobile parking purposes. 
The designated space for automobile parking purposes to be selected at
the discretion of the LANDLORD. TENANT and its designated employees will be
limited to the number of cars designated in Paragraph 1.p at the prevailing
rates in the Building, payable in advance on the 1st of each month, said rates
being subject to change by LANDLORD applicable to all TENANTS during the term
upon thirty (30) days written notice. LANDLORD’s right to change said rates
being limited to once in any one calendar year, except that LANDLORD shall have
the right to change said rates at any time to include in said rates the payment
of any and all amounts levied, assessed, imposed or required to be paid by any
governmental authority upon the parking of motor vehicles, including without
limiting the generality of the foregoing, all sums required to be paid pursuant
to transportation controls imposed by the Environmental Protection Agency under
the Clean Air Act of 1970, or otherwise required to be paid pursuant to any
other law, ordinance, rule or regulation imposed by the State of California or
any City, County or any authority thereof, or by any authority of the United
States of America with respect to the parking, use, or transportation of motor
vehicles, or the reduction or control of motor vehicle traffic, and/or motor
vehicle pollution.  TENANT shall not use
more parking spaces than said number. In the event LANDLORD has not assigned
specific parking spaces to TENANT, TENANT shall not use any spaces which have
been so specifically assigned by LANDLORD to other TENANTS or for such other
uses as visitor parking or which have been designated by governmental entities
with competent jurisdiction as being restricted to certain uses.


 


           TENANT
shall not permit or allow any vehicles that belong to or are controlled by
TENANT or TENANT’s employees, suppliers, shipper, customers, or invitees to be
loaded, unloaded, or parked in areas other than those designated by LANDLORD
for such activities.


 


           If
TENANT permits or allows any of the prohibited activities described in this
Paragraph 19, then LANDLORD shall have the right without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to TENANT, 


 




	
   

  	
   

  	
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which cost shall be immediately payable upon demand by
LANDLORD. TENANT and Authorized Users shall comply with all rules and
regulations for Parking Structure. 
LANDLORD reserves the right to modify, add to, or delete from time to
time such Parking Rules and Regulations as it deems reasonably necessary for
the operations of said parking.  LANDLORD
may refuse to permit any person who violates with unreasonable frequency the
Parking Rules and Regulations to park in the Building parking facility, and any
violation of the rules shall subject the car to removal.  TENANT agrees to use its best efforts to
acquaint all Authorized Users and visitors with the Parking Rules and
Regulations. TENANT agrees that it will use its best efforts to cooperate in
programs which are required by the local
municipalities or governmental agencies to reduce peak levels of consumer
traffic.  Such programs may include, but
shall not be limited to, carpools, vanpools and other ride sharing programs,
public and private transit, and flexible work hours, if required by law.


 


           TENANT
shall submit a written notice in a form reasonably specified by LANDLORD,
containing the names, home and office addresses and telephone numbers of those
persons who are authorized by TENANT to use the parking spaces on a monthly
basis (the “Authorized Users”) and shall use its best efforts to identify each
automobile by make, model and license number. 
Such notice shall be served upon LANDLORD prior to the beginning of the
term of this Lease.  Such notice, as
amended from time to time, is hereafter referred to as the “Parking
Notice.”  No person whose name and
address is not contained in the Parking Notice shall have any right to park an
automobile in the area of the Building parking facilities designated for
monthly parking and no person whether or not his name is included in the
Parking Notice shall have any right to park an automobile not identified in the
Parking Notice without (in either case) paying the parking charge then
applicable for daily parking in the Building parking facilities and parking in
the area designated for daily parking.


 


           The
automobiles entitled to such parking shall be designated to LANDLORD by TENANT
and shall be identified by LANDLORD’s automobile window stickers and only such
designated cars will be permitted the use of such automobile parking
space.  Additional automobile parking
space, subject to availability, shall be extended to TENANT’s invitees at
reasonable parking rates to be established by LANDLORD.  LANDLORD reserves the sole right and option
as to whether or not an attendant will be furnished for such automobile parking
area or areas.  If no attendant is
furnished, LANDLORD will provide suitable designation of the parking space
granted to TENANT.


 


           These
parking spaces will be solely for the accommodation of the TENANT and TENANT
expressly agrees that LANDLORD assumes no responsibility of any kind whatsoever
in reference to such automobile parking areas or the use thereof by the TENANT,
its designated employees or invitees. TENANT shall repair or cause to be
repaired at its sole cost and expense any and all damages to the Building
parking facility or any part thereof caused by TENANT or its Authorized Users
or resulting from vehicles of Authorized Users.


 


20.  UTILITIES.


a.    
LANDLORD agrees to furnish to the Premises, at its expense, so long as
TENANT is not in default hereunder, during the usual business hours on business
days, air conditioning and heat, electric current for normal lighting and
fractional horsepower for office machines and, on the same floor as the
Premises, water for lavatory, all in such reasonable quantities as in the judgment
or LANDLORD is reasonably necessary for the comfortable occupancy of the
Premises.  Maintenance service will be
furnished 5 days per week.  LANDLORD
shall not be liable for, and there shall be no rent abatement as a result of
any stoppage, reduction or interruption of any such services caused by
governmental rules, regulations or ordinances, riot, strike, labor disputes,
breakdowns, accidents, necessary repairs or any other causes.  Except as specifically provided in this
Paragraph 20, TENANT agrees to pay for all utilities and other services
utilized by TENANT for all overtime or additional building services furnished
to TENANT not uniformly furnished to all TENANTS of the Building at LANDLORD’s
expense.  LANDLORD’s obligation to render
to the Premises the services set forth in this Paragraph 20 is conditional upon
the payment by TENANT of all sums due under this Lease, including but not
limited to sum which are in dispute.


 


b.   TENANT
shall not permit the consumption at any one time in the Premises of more than 5 watts per net usable square foot in the Premises for all
purposes including lighting and power outlets. 
If such limits are exceeded, LANDLORD shall have the right to remove any
lighting fixture or any fluorescent tube or bulb therein as it deems necessary
and/or to charge TENANT for the cost of the additional electricity
consumed.  TENANT will not without
consent of LANDLORD use any apparatus or devise in the Premises, including
without limitation electronic data processing machines, punch card machines and
machines using current in excess of 110 volts, which will in any way increase
the amount of electricity or water usually furnished or supplied for use of the
Premises as general office space; nor connect any apparatus, machine or device
with water pipes or electric current (except through existing electrical
outlets in the Premises), for the purposes of using electric current or water.


 


c.   If TENANT shall require electric
current in excess of that which LANDLORD is obligated to furnish under Paragraphs
20.a, 20.b herein, TENANT shall first obtain the consent of LANDLORD, which
LANDLORD may refuse, to the use thereof and LANDLORD may cause an electric
current meter to be installed in the Premises to measure the amount of electric
current consumed for any such other use. 
The cost of any meter and/or installation, maintenance and repair
thereof shall be paid for by TENANT and TENANT agrees to pay to LANDLORD
promptly upon demand therefor by LANDLORD for all such electric current
consumed by any such use as shown by said meter, at the rates charged for such
services by the public utility providing the service.


 


 d.    If any lights, machines or equipment
(including but not limited to computers) are used by TENANT in the Premises
which materially affect the temperature otherwise maintained by the air
conditioning system, or generate substantially more heat in the Premises than
would be generated by the Building Standard lights and usual fractional
horsepower office equipment, LANDLORD shall have the right to install any
machinery and equipment which LANDLORD reasonably deems necessary to restore
temperature balance, including but not limited to modifications to the standard
air conditioning equipment, and cost thereof, including the cost of installation
and any additional cost of operation and maintenance occasioned thereby, shall
be paid by TENANT to LANDLORD upon demand by LANDLORD.  LANDLORD shall not be liable under any
circumstance for loss of or injury to property, however occurring, through or in
connection with or incidental to failure of any of the foregoing.


 


e.    If TENANT requires heating, ventilation
and/or air conditioning during times other than provided in Paragraph 20.a
above, TENANT shall give LANDLORD such advance notice as LANDLORD shall
reasonably require and shall pay for the use of such equipment, at reasonable
fee or charge as LANDLORD shall require.


 




	
   

  	
   

  	
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21.            ASSIGNMENT.


                                a. 
TENANT shall not, either voluntarily or by operation of law, sell,
hypothecate, assign, transfer, or otherwise encumber its interest in this Lease
or in the Premises, or sublease all or any part of the Premises, or allow any
other person or entity (except TENANT’s authorized representatives) to occupy
or use all or any part of the Premises, without first obtaining LANDLORD’s
written consent, which consent shall not be
unreasonably withheld or delayed.  If
LANDLORD does not respond to a written request for consent within 30 days after
LANDLORD’s receipt thereof, LANDLORD shall be deemed to have consented to the
proposed assignment or sublease.  Any
sale, assignment, mortgage, transfer or subletting of this Lease which is not in
compliance with the provisions of this Paragraph 21 shall be voidable and, at
LANDLORD’s election, shall constitute a default.  No consent to any assignment, encumbrance, or
sublease shall constitute a further waiver of the  provisions of this Paragraph 21.
Notwithstanding the consent of the LANDLORD to a subletting or assignment of
the Premises, in the event that the assignment or sublease by the TENANT should
be for a rental rate which is greater than that paid to the LANDLORD by TENANT,
such 50% of such excess shall be paid to the LANDLORD, after deduction for
TENANT’s costs of obtaining the assignment or sublease, including brokers’ fees
and attorneys’ fees.


 


           If
TENANT is a partnership, a withdrawal or change, voluntary or involuntary, or
by operation of law, of partners owning 25% or more of the partnership, or the
dissolution of the partnership, shall be deemed a voluntary assignment.  If TENANT consists of more than one person, a
purported assignment, voluntary, involuntary, or by operation of law, from one
person to the other shall be deemed a voluntary assignment.


 


           If TENANT is a corporation, any dissolution, merger, consolidation or other
reorganization of TENANT, or the sale or other transfer of a controlling
percentage of the capital stock of TENANT or the sale of 51% of the value of
the assets of TENANT, shall be deemed a voluntary assignment.  The phrase “controlling percentage” means the
ownership of, and the right to vote, stock possessing at least 51% of the total
combined voting power of all classes of TENANT’s capital stock issued,
outstanding and entitled to vote for the election of directors.  This paragraph shall not apply to
corporations, the stock of which is traded through an exchange or over the
counter, and shall not apply to a change in the stock ownership of TENANT, if
following the change in ownership, TENANT remains a national bank and TENANT’s
networth after the change in ownership remains at least as much as it was prior
to the change of ownership, but in no event less than $25,000,000.


 


b.  Except in the
case of an Affiliate (as defined in the First Amendment to this Lease), where LANDLORD’s
consent to a proposed subletting of greater than 50% of the total square
footage of the Premises or where assignment of the Lease is sought hereunder,
LANDLORD, at its option, may grant such consent, in which case TENANT’s
financial obligations under this Lease shall not be affected, refuse to grant
same or, in the alternative, may cancel this Lease upon providing TENANT thirty
days’ written notice of LANDLORD’s cancellation.  In the event of cancellation, this Lease
shall be deemed to terminate effective as of
the
commencement date of the proposed assignment
or sublease.


 


Without limiting LANDLORD’s grounds for
disapproval, LANDLORD’s disapproval shall be deemed reasonable if it is based
on LANDLORD’s analysis of the following:


                                                i.              A
conflict with other uses in the Building;


                                                ii.            Incompatibility
of the proposed use with others within the Building;


                                                iii.           Financial
inadequacy of the proposed sublessee or assignee;


                                                iv.            A
proposed use or user which would cause a diminution in the reputation of the
Building or the other businesses located therein;


                                                v.             A
proposed user whose impact on the common facilities or the other TENANTS in the
Building would be disadvantageous;


                                                vi.            A
proposed assignee or sublessee who is an existing tenant of LANDLORD in the
Building, or has negotiated with LANDLORD concerning the leasing of premises
from LANDLORD within the prior 120 days, and LANDLORD has available
space that meets the needs of the proposed assignee or sublessee.


c.  Notwithstanding the foregoing, the following
conditions shall apply to any proposed assignment or sublease hereunder
(including but not limited to this Paragraph 21 or any other provision of this
Lease affecting assignment.


                                          i. 
Each and every covenant, condition, or obligation imposed upon TENANT by
this Lease and each and every right, remedy, or benefit afforded LANDLORD by
this Lease shall not be impaired or diminished as a result of such assignment
or sublease;


                                          ii. 
TENANT shall assign to LANDLORD 50% of any and all consideration paid directly or indirectly
for the assignment by TENANT to the assignee of TENANT’s leasehold interest or 50%
of any and all sub-rentals payable by
subtenants which are in excess of the Minimum Rental provided herein (computed
on a square footage basis) after deduction of TENANT’s costs of the
assignment or sublease;


                                          iii. 
TENANT shall reimburse LANDLORD as additional rent for LANDLORD’s reasonable
costs and attorney’s fees incurred in conjunction with the processing and
documentation of any such requested assignment, subletting, transfer, change of
ownership, or hypothecation of this Lease or LANDLORD’s interest in and to the
Premises; not to exceed $1,000.00, which includes the payment by TENANT of
$500.00 as hereinafter set forth; As a condition precedent to LANDLORD’S duty
to consider a request for consent to a proposed assignment or subletting by a
TENANT, shall be the payment of $500.00 for the reasonable costs and attorney
fees to be incurred by LANDLORD in considering such request for consent to
assignment or subletting, which amount shall be non refundable and paid by
TENANT at the time of the request.


                                          iv. 
Intentionally deleted.


                                          v. 
No subletting or assignment, even with the consent of LANDLORD, shall
relieve TENANT of its obligation to pay the rent and to perform all other
obligations to be performed by TENANT hereunder.  The acceptance of rent by LANDLORD from any
person shall not be deemed to be a waiver by LANDLORD of any provision of this
Lease or to be consent to any assignment or subletting;


                                          vi. 
Notwithstanding anything to the contrary contained herein, at LANDLORD’s
election, the following provisions shall be in effect:


                                                     a.  Except in the
case of an Affiliate (as defined in the First Amendment to this Lease), in the event that at any time or from time to time
during the term of this Lease, TENANT desires to assign or sublet all or part
of the Premises, TENANT shall notify LANDLORD in writing (hereinafter referred
to as “Transfer Notice”) of the terms of the proposed assignment or sublet and
shall give the LANDLORD the right to accept an assignment or to sublet from
TENANT such space (hereinafter referred to as “Transfer Space”) on the same
terms as those contained in this Lease, including the rent which TENANT is then
paying for such space.  Such option shall
be exercisable by LANDLORD in writing for a period of thirty (30) days after
receipt of the Transfer Notice.


 




	
   

  	
   

  	
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                                                     b. 
If LANDLORD fails to exercise such option, and TENANT fails to complete
negotiations for a valid and bona fide assignment to or sublease with a third
party within ninety (90) days
thereafter in accordance with the terms of the Transfer Notice, TENANT shall
again comply with all the conditions of this Paragraph 21, as if the notice and
option hereinabove referred to had not been given and received.


 


                                                     c. 
In the event LANDLORD does not exercise its option and TENANT completes
negotiations for an assignment or sublease with a third party within the ninety (90) day period, TENANT shall deliver an executed copy of
such assignment or sublease to LANDLORD to obtain its consent as required by
the provisions of this Paragraph 21.  If
the LANDLORD consents to a sublease, then such sublease shall be subject and
made upon the following terms:


 


(1)                     Any such sublease shall be subject to the terms of this Lease and the term
thereof may not extend beyond the expiration of the terms of this Lease;


 


(2)                     The use to be made of the Transferred Space shall be in keeping with the
character of the Building;


 


(3)                     Such assignment or sublease shall not violate any negative covenant as to
use contained in any deed of trust affecting Building and shall not violate any
exclusives granted by LANDLORD to any other TENANTS in the Building;


 


(4)                     No Sublessee shall have a right to further sublet;


(5)                     No permitted assignment or sublease shall be valid and no assignee or
sublessee shall take possession of the Premises assigned or sublet unless,
within ten (10) days after the execution thereof, TENANT shall deliver to
LANDLORD a duly executed duplicate original of such assignment of sublease in
form satisfactory to LANDLORD which provides that (i) the assignee (sublessee)
assumes TENANT’s obligations for the payment of rent and for the full and
faithful observance and performance of the covenants, terms and conditions
contained herein, and (ii) that said assignee or sublessee will, at LANDLORD’s
election, attorn directly to LANDLORD in the event TENANT’s Lease is terminated
for any reason.


 


                                                     d. 
TENANT shall have the right without the consent of LANDLORD, but upon
prior written notice to LANDLORD, to assign this Lease to a company
incorporated or to be incorporated by TENANT provided that TENANT owns or
beneficially controls 50% or more of the issued and outstanding shares in the
capital stock of the corporation.  Such
assignment shall not, however, relieve TENANT from its obligations for the
payment of rent and for the full and faithful observance of the covenants,
terms and conditions contained herein.


 


22.            BANKRUPTCY. 
It is further agreed that if at any time during the term of
this Lease, through any judicial action or proceeding in any Court against
TENANT or any of the TENANT’s heirs or assigns, 
a receiver or other officer or agent be appointed to take charge of the
Premises or the business conducted therein, and shall be in possession thereof,
or if this Lease or the interest or estate created thereby vests in any other
person or persons by operations of law or otherwise, except by consent, as
aforesaid, of LANDLORD, or in the event of any action taken by or against
TENANT under Federal Bankruptcy Laws or other applicable statutes of the United
States, or any State, or if TENANT shall make an assignment for the benefit of
creditors, or if an attachment or execution is levied upon the TENANT’s property
or interest under this Lease which is not satisfied or released within thirty
(30) days thereafter, the occurrence of any such event shall be deemed to be a
breach of this Lease by TENANT, and LANDLORD shall have all the rights herein
provided in the event of any such breach, including the right at LANDLORD’s
option to terminate this Lease immediately and enter the Premises and remove
all persons and remove all persons and property therefrom.


 


23.            RIGHTS OF LANDLORD.  So long as the LANDLORD’s exercise
of these rights does not materially interfere with TENANT’s or TENANT’s
customers, employees, or visitors access to and use of the Premises and the
parking facility, the LANDLORD reserves the
following rights: (a) to change the name of the Building without notice or
liability to TENANT; (b) to designate all sources furnishing sign painting or
lettering, ice, bottled water and toilet supplies used on the Premises; (c)
constantly to have pass keys to the 
Premises; (d) to grant to anyone the exclusive right to conduct any
particular business or undertaking in the Building in which Premises are
situated; (e) to enter the Premises at any time for inspections, repairs,
alterations or additions to the Premises or the Building in which the Premises
are situated, to exhibit the Premises to others, to affix and display “For
Rent” signs, and for any purpose whatsoever related to the safety, protection,
preservation or improvement of the Premises, the said Building, or the
LANDLORD’s interest, without being deemed guilty of an eviction or disturbance
of TENANT’s use and possession, and without being liable in any manner to the
TENANT on account thereof; (f) at any time, and from time to time, whether at
the instance of LANDLORD or pursuant to government requirements, at LANDLORD’s
expense, to make repairs, alterations, additions, improvements or decorating,
whether structural or otherwise, in or to the Building or any part thereof,
including the Premises.  Without limiting
the generality of the foregoing rights LANDLORD shall specifically have the
right to remove, alter, improve or rebuild the lobby of the Building as the
same is presently or shall hereafter be constructed, or the light court of said
Building as the same is presently or shall hereafter be constituted, or any
part or parts thereof.  LANDLORD shall
not be liable to TENANT for any expense, injury, loss, or damage resulting from
any work so done in or about the Premises or the Building or any adjacent or
nearby the Building, land, street or alley. 
All claims against LANDLORD for any and all such liability being hereby
expressly released by TENANT.  In
connection with making repairs, alterations, decorating, additions or
improvements under the terms of this Paragraph 23, the LANDLORD shall have the
right to access through the Premises as well as the right to take into and upon
and through the Premises of any other part of the Building, all material that
may be required to make such repairs, alterations, decorating, additions or
improvements, as well as the right in the course of such work to close
entrances, doors, corridors, elevators, or other Building facilities, without
being deemed or held guilty of an eviction of TENANT and without liability for
damages to TENANT’s property, business or person and without liability to
TENANT by reason of interference with the business of TENANT or inconvenience
or annoyance to the TENANT or the customers of the TENANT.  The rent reserved herein shall in no ways
abate while said repairs, alterations, decorating, additions or improvements
are being made and TENANT shall not be entitled to maintain any set-off or
counter-claim for damages of any kind against LANDLORD by reason thereof, all
such claims being hereby expressly released by the TENANT. LANDLORD reserves
and shall have the right to enter upon the Premises for the purpose of posting
and maintaining such notices on the Premises as may be necessary to protect
LANDLORD against mechanic’s, material-men’s or other liens and any other
notices that may be proper and necessary.


 




	
   

  	
   

  	
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24.                                           INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY.


 


a.    TENANT shall indemnify, defend and hold
LANDLORD harmless from any activity, work or thing which may be permitted or
suffered by TENANT in or about the Premises and shall further indemnify, defend
and hold harmless from and against any and all claims arising from any breach
or default in the performance of any obligation on TENANT’s part to be
performed under this Lease or arising from any negligence of TENANT or any of
its agents, contractors, employees or invitees, patrons, customers or members
and from any and all costs, attorney’s fees, expenses and liabilities incurred
in the defense of any claim or any action or proceeding brought thereon,
including negotiations in connection therewith. 
TENANT hereby assumes all risk of damage to property or injury to
persons in or about the Premises from any cause, and TENANT hereby waives all
claims in respect thereof against LANDLORD, excepting where the damage is
caused solely by a willful or gross negligence of LANDLORD.


 


b.    LANDLORD shall not be liable for injury to
TENANT’s business, or loss of income therefrom, or for damage that may be
sustained by the person, or property of TENANT, its employees, invitees,
customers, agents, or contractors, or any other person in, on or about the
Premises directly or indirectly caused by or resulting from fire, steam,
electricity, gas, water, or rain which may leak or flow from or into any part
of the Premises, or from the breakage, leakage, obstruction or other defects of
the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light
fixtures, or mechanical or electrical systems, or from any other cause
whatsoever, whether such damage or injury results from conditions arising upon
the Premises or upon other portions of the Building or from other sources or
places; and regardless of whether the cause of such damage or injury or the
means of repairing the same is inaccessible to TENANT, except in connection
with damage or injury resulting from the gross negligence or willful misconduct
of LANDLORD, or its authorized agents. 
LANDLORD shall not be liable to TENANT for any damages arising from any
act or neglect of any other TENANT of the Building.  LANDLORD shall not be liable for any damage
to property entrusted to employees of the Building.  LANDLORD shall not be liable for losses due
to theft, vandalism, or like causes.  TENANT shall defend, indemnify, and hold
LANDLORD harmless from any such claims made by any employee, licensee, invitee,
contractor, agent or person whose presence in, on or about the Premises or the
Building is attendant to the business of TENANT.


 


c.   TENANT acknowledges that LANDLORD’s election
to provide mechanical surveillance or to post security guards in the Building
is solely at LANDLORD’s discretion; 
LANDLORD shall have no liability in connection with the decision whether
or not to provide such services and TENANT hereby waives all claims based
thereon.


 


25.             INSURANCE.


a.   TENANT’s
Insurance.  TENANT shall pay
at all times during the term of this Lease, and at its own cost and expense,
procure and continue in force the following insurance coverage: (i)
Comprehensive General Liability Insurance with a combined single limit for
bodily injury and property damages of not less than $1,000,000.00 including the
Broad Form comprehensive General Liability endorsement, covering the insuring
provisions of this Lease and the performance by TENANT of the indemnity
agreements of TENANT as set forth in Paragraph 24 of this Lease, and other
indemnity agreement of TENANT contained in this Lease; (ii) a policy of
standard fire, extended coverage and special extended coverage insurance (all
risks), including a vandalism and malicious mischief endorsement, sprinkler
leakage coverage, where sprinklers are provided, in an amount equal to the full
replacement value new without deduction for depreciation of all fixtures,
furniture, and leasehold improvements installed by or at the expense of TENANT;
(iii) insurance on all plate or tempered glass in or enclosing the Premises;
for the replacement cost of such glass. 
Additionally, TENANT shall maintain Worker’s Compensation insurance as
required by law and shall provide LANDLORD with evidence of coverage.


b.    Form of
Policies.  The aforementioned
minimum limits of policies shall in no event limit the liability of TENANT
hereunder.  Such Insurance shall name
LANDLORD and such other persons or firms with insurable interests, as LANDLORD
specifies from time to time, as additional insured and shall be with companies
having a rating of not less than the A+ in Best’s Insurance Guide.  No such policy shall be cancelable or subject
to reduction of coverage or other modification or cancellation except after 30 days prior written notice to LANDLORD by the
insurer.  All such policies shall be
endorsed to agree that TENANT’s policy is primary and that any insurance
covered by LANDLORD is excess and not contributing with any insurance
requirement hereunder.  TENANT shall
furnish to LANDLORD, from the insurance companies, or cause the insurance
companies to furnish, certificates of coverage. 
TENANT shall, at least 20 days prior to the expiration of such policies
furnish LANDLORD with renewals or binders. 
TENANT agrees that if TENANT does not take out and maintain such
insurance or furnish LANDLORD with renewals or binders, LANDLORD may (but shall
not be required to) procure said insurance on TENANT’s behalf and charge TENANT
the cost thereof, which amount shall be payable by TENANT upon demand with
interest from the date such sums are extended. 
TENANT shall have the right to provide such insurance coverage, pursuant
to blanket policies obtained by TENANT, provided such blanket policies
expressly afford coverage to the Premises and to TENANT as required by this
Lease.


c.     LANDLORD’s
Insurance.  The cost of
Insurance carried by LANDLORD shall be included in Operating Costs.  TENANT understands that LANDLORD will not
carry insurance of any kind on TENANT’s furniture, furnishings, fixtures, or
equipment, and that LANDLORD shall not be obligated to repair any damage
thereto or replace the same.


d.     Waiver of
Subrogation.  The parties
release each other and their respective authorized representatives from any
claims for damage to any person or the Premises, and to the fixtures, personal
property, improvements, and alterations of either LANDLORD or TENANT, in or on
the Premises and the Building, to the extent that they are covered by any
insurance polices in force at the time of any such damage.  Each party shall cause each insurance policy
obtained by it to provide that the insurance company waives its rights of
subrogation.


 


26.            DAMAGE OR DESTRUCTION (PARTIAL OR TOTAL).


a.    In the event the Building, the Premises or
any insured alterations, are damaged by fire or other perils covered by
LANDLORD’s extended coverage insurance to an extent not exceeding twenty-five
percent (25%) of the full insurable value thereof, and if the damage thereto is
such that the Building, and any insured alterations may be repaired,
reconstructed or restored within a period of ninety (90) days from the date of
the happening of such casualty and LANDLORD will receive insurance proceeds
sufficient to cover the cost of such repairs, LANDLORD shall commence and
proceed diligently with the work or repair, reconstruction and restoration and
the Lease shall continue in full force and effect.  If such work or repair, reconstruction and
restoration is such as to require a period longer than ninety (90) days to
complete or exceeds twenty-five percent (25%) of the full insurable value of
the Building and any insured alterations, or if said insurance proceeds will
not be sufficient to 


 


 




	
   

  	
   

  	
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cover the cost of such repairs, reconstruction, or
restoration, LANDLORD either  may elect
to so repair, reconstruct or restore the Building, the Premises and any insured
alterations and the Lease shall continue in full force and effect or  not to repair, reconstruct or restore the
Building, the Premises and any insured alterations and the Lease shall in such
event terminate.  Under any of the
conditions of this Paragraph 26.a, LANDLORD shall give written notice to TENANT
of its intention within thirty (30) days from the date of such event of damage
or destruction.  In the event LANDLORD
elects not to restore said Building and any insured alterations, this Lease
shall be deemed to have terminated as of the date of such partial destruction.


b.   Upon any termination of this Lease under any
of the provisions of this Paragraph, the parties shall be released thereby
without further obligation to the other from the date the possession of the
Premises is surrendered to LANDLORD except for items which have theretofore
accrued and are then unpaid.


c.    In the event of repair, reconstruction and
restoration by LANDLORD as herein provided in this Paragraph 26, the rent
provided to be paid under this Lease shall be abated proportionately with the
degree to which TENANT’s use of the Premises is impaired during the period of
such repair, reconstruction or restoration. 
TENANT shall not be entitled to any compensation or damages for loss in
the use of the whole or any part of the Premises and/or any inconvenience or
annoyance occasioned by such damage, repair, reconstruction or restoration.


d.    TENANT shall be released from any of its obligations
under this Lease except to the extent and upon the conditions expressly stated
in this Paragraph 26.  Notwithstanding
anything to the contrary contained in this Paragraph 26 should LANDLORD be
delayed or prevented from repairing or restoring the damaged Premises within
six (6) months after the occurrence of such damage or destruction, by reason of
acts of God, war, governmental restrictions, inability to procure the necessary
labor or materials, or other cause beyond the control of LANDLORD, LANDLORD
shall be relieved of its obligation to make such repairs or restoration and
TENANT shall be released from its obligations under this Lease as of the end of
said six (6) month period.


e.    In the event that damages is due to any
cause other than fire or other peril covered by extended coverage insurance,
LANDLORD may elect to terminate this Lease.


f.     It is hereby understood that if LANDLORD is
obligated to or elects to repair or restore as herein provided, LANDLORD shall
be obligated to make repairs or restoration only of those portions of the
Building and the Premises which were originally provided at LANDLORD’s expense
or which were insured by either party and the proceeds of such insurance have
been received by LANDLORD, and the repair and restoration of items not provided
at LANDLORD’s expense shall be the obligation of TENANT.


g.    Notwithstanding anything to the contrary
contained in this Paragraph 26, LANDLORD shall not have any obligation
whatsoever to repair, reconstruct or restore the Premises when the damage
resulting from any casualty covered under this Paragraph 26 occurs during the
last twelve (12) months of the term of this Lease or any extension hereof.


 


27.            DAMAGE TO TENANT’S PROPERTY.  Subject to the provisions of Paragraph 24,
LANDLORD or its agents shall not be liable for any damage to property entrusted
to employees of the Building, nor for loss of or damage to any property by
theft or otherwise, nor for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water
or rain which may leak from any part of the Building or from the pipes,
appliances or plumbing works therein or from the roof, street or sub-surface or
from any other place or resulting from dampness or any other patent or latent
cause whatsoever.  LANDLORD or its agents
shall not be liable for interference with the light or other incorporeal
hereditaments.  TENANT shall give prompt
notice to LANDLORD in case of fire or accidents in the Premises or in the
Building or of defects therein or in the fixtures or equipment located therein.


 


28.            EMINENT DOMAIN.


a.    Should LANDLORD at any time during the
continuance in force of this Lease be deprived of the Building in which the
Premises are situated, or any part thereof, or any part of the land on which it
is situated by condemnation or eminent domain proceedings, this Lease shall
terminate, at LANDLORD’s option, on the date when LANDLORD is actually deprived
of possession of said land or Building, or some part thereof, and thereupon the
parties hereto shall be released from all further obligations hereunder, and
LANDLORD shall thereupon repay to TENANT any rental theretofore paid by TENANT
and unearned at the date of such termination. TENANT shall not be entitled to
any compensation, allowance, claim or offset of any kind against the LANDLORD,
as damages, or otherwise, by reason of such condemnation or eminent domain
proceedings or by reason of being deprived of the Premises or the termination
of this lease, and said TENANT does hereby waive, renounce and quit-claim to
LANDLORD any right in and to any award, judgment, payment or compensation which
shall or may be made or given because of the taking of the Premises, or any
portion thereof, by virtue of any such condemnation or eminent domain
proceedings, whether received in any such action or in settlement or compromise
thereof by said LANDLORD.


b.    In the event of taking of the Premises or
any part thereof for temporary use, this Lease shall be and remain unaffected
thereby and rent shall not abate, and TENANT shall be entitled to receive for
itself such portions of any award made for such use with respect to the period
of the taking which is within the term, provided that if such taking shall
remain in force at the expiration or earlier termination of this Lease, TENANT
shall then pay to LANDLORD a sum equal to the reasonable cost of performing
TENANT’s obligations under Paragraph 36 with respect  to surrender of the Premises and upon such
payment shall be excused from such obligations. For the purposes of this
subparagraph b, a temporary taking shall be defined as a taking for a period of
270 days or less.


 


29.            RIGHT OF REPOSSESSION.  If, in compliance with any law or ordinance
now or hereafter enacted, or if required to comply with the directions or
requirements of any public officer, board or commission, it becomes necessary
for LANDLORD to acquire permanently all or any portion of the Premises,
LANDLORD or its assigns shall have the right to repossess the Premises, or any
portion thereof, at any time upon thirty days written notice to TENANT, and
when said space shall have been so permanently repossessed, the LANDLORD shall,
in lieu of any and all claims for damages, allow TENANT a credit on TENANT rent
in the proportion that space taken bears to the whole of the Premises;  provided, however, that if the space taken is
of such an amount or size as to make the remaining space undesirable to TENANT,
then the LANDLORD, upon thirty (30) days written notice from TENANT, will endeavor,
if available, to furnish TENANT with comparable space elsewhere in the Building (which must be on the ground
floor), and to place TENANT in such new space
and this Lease and each and all of the terms, covenants and conditions
therefore, shall thereupon remain in full force and effect and be deemed
applicable to such new space; provided, however, that if the LANDLORD shall be
unable to provide TENANT with such other space, then this Lease shall thereupon
cease and terminate.  No exercise by
LANDLORD of any right herein reserved shall entitle TENANT to damages for any
injury or inconvenience occasioned thereby, nor shall TENANT by reason thereof
be entitled to any abatement in rent (except as above set forth in case of
taking of space permanently).


 


 




	
   

  	
   

  	
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30.            DEFAULT- REMEDIES OF LANDLORD.  In the event of default at any time by TENANT
in the payment of the rent herein provided for, or any part thereof, or in the
performance of any other terms, covenants or conditions to be kept or performed
by TENANT, or if TENANT shall abandon or vacate the Premises (as defined
below) without the written consent of LANDLORD, then after three days’
written notice of any default in payment of rent and after fifteen days’
written notice of any default other than payment of rent (if such default is
not cured within such period; provided, however, that if the cure cannot
reasonably be accomplished within 15 days, TENANT shall not be in default so
long as TENANT has commenced the cure within the 15 day period and diligently
prosecutes it to completion), the LANDLORD, at
its option, shall have the right to deem this Lease to be in default and LANDLORD
shall have the right, at its option, to enter upon the Premises or any part
thereof, either with or without process of law, and to expel, remove or put out
TENANT or any other person or persons who may be thereon, together with all
personal property found therein; and in event of TENANT’s default, LANDLORD
shall have the following cumulative remedies:


 


a.    The right to terminate TENANT’s right to
possession in any manner permitted by law;


b.     Upon
termination of such right to possession or upon abandonment of the property by
TENANT, the remedies prescribed by Civil Code Section 1951.2(a), Paragraphs
(1), (2), (3), and (4).  In connection
with such Paragraph (3), it is hereby provided that damages that LANDLORD may
recover include 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 rental loss for the same period that the TENANT proves could be
reasonably avoided;


c.    If there be such abandonment but not such termination
of such right to possession, this Lease shall continue in effect (unless and
until there be such a termination) and LANDLORD may enforce all rights and
remedies under this lease, including, without limitation, the right to recover
the rent as it becomes due under this lease. 
In this connection, it is hereby expressly provided that TENANT may
sublet the property, assign TENANT’s interest in this lease, or both, with the
consent of the LANDLORD, and such consent to be as provided in Paragraph 21 hereof.  Such abandonment as an event of default shall
be grounds for determination at LANDLORD’s option of such right to possession
at any time unless and until (i) such default be cured by occupancy by an
assignee or sublessee so consented to by LANDLORD or re-occupancy by TENANT,
and (ii) any other events of default be cured;


d.    Such other remedies, legal and equitable, as
the law may, from time to time, provide or allow.


     As used
above “abandonment” shall be deemed to occur only if:


(i)  TENANT ceased to regularly occupy the
property during business hours and gives written notice to LANDLORD of
abandonment; or


(ii)  TENANT ceased to regularly occupy the property
during business hours during the term of the Lease or any extension or renewals
thereof, for a cumulative period of six (6) months or longer


           The
parties have, by such definition of “abandonment,” tried to make more certain
the application of the remedies hereunder. 
If it should be held invalid for them to have so contracted as to such
definition, such invalidity shall not affect the enforceability of the
provision hereof which shall then be read as if there were no such definition
in this lease.  A waiver by LANDLORD of
any default by TENANT in the performance of any of the covenants, terms or
conditions hereof shall not be considered or treated as a waiver of any
subsequent or other default as to the same or any other matter.


           Any
and all of the following actions shall constitute a default of this lease following the expiration of
the notice and cure period described above:


i.   Use of the Premises for any purpose other
than as authorized in this lease, or


ii.       Default in the payment of rent or any other sums owing when due; or


iii.                                  Abandonment or vacation (as defined above) of TENANT from the Premises; or


iv.     Assignment
of the Premises by TENANT, either voluntarily or by operation of law, whether
by judgment, execution, death or any other means, without the consent of
LANDLORD; or


v.   A filing by
TENANT or any other person of a voluntary or involuntary petition in bankruptcy
or


an arrangement by or against TENANT; the adjudication
of TENANT as a bankrupt or insolvent; the appointment of a receiver of the
business or of the assets of TENANT, except a receiver appointed at the
instance or request of LANDLORD; the general or any other assignment by TENANT
for the benefits of its creditors; or


vi.   A default in the performance of any of the
terms, covenants, and conditions herein contained; or


vii. TENANT’s failure to pay the rent herein or to perform any of the
terms, covenants, or conditions herein by him to be kept or performed; or


viii. A default
by TENANT in the payment of rent or the performance of any other terms,
covenants or conditions to be kept or performed by TENANT under any other lease
or tenancy wherein this LANDLORD is also LANDLORD therein, whether or not said
lease has terminated, expired, or been replaced.


 


31.            SUBORDINATION.   TENANT expressly agrees that at the sole
option of the LANDLORD this Lease may be subject and subordinate or paramount
to all mortgages, Deeds of Trust or any other encumbrances now placed or which
may be placed in the future upon the said real property, of which the Premises
are a part, by the owners thereof, and TENANT further agrees that whenever requested
to do so by LANDLORD, TENANT will execute, sign, acknowledge and deliver any
documents required to effectuate such subordination or superiority.  Should TENANT fail to execute, acknowledge
and deliver such instruments within five (5) days after written notice so to
do, TENANT hereby appoints the LANDLORD and LANDLORD’s successors and assigns
the TENANT’s attorney in fact irrevocably, to execute, acknowledge and deliver
any such instrument or instruments for and on behalf of TENANT.


 


 


32.            ESTOPPEL CERTIFICATE.   TENANT agrees during the term of
this Lease and any extension or renewal of the term hereof, within ten (10)
days after request therefor by LANDLORD, from time to time, to execute,
acknowledge and deliver a certificate or certificates in recordable form to
LANDLORD or to any mortgagee, trust deed beneficiary or proposed mortgagee, or
purchaser, certifying that TENANT has accepted its Premises, the commencement
date of the Lease term, that it is in occupancy under this Lease, that the
Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease, as so modified is
in full force and effect), and that there are no defenses or offsets thereto
and no rental offsets or claims by TENANT, the date to which the rental and
other sums payable under this Lease have been paid, the amount of security
deposit held by LANDLORD, the fact that there are no current defaults under 


 


 




	
   

  	
   

  	
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this Lease by LANDLORD, except as specified in
TENANT’s statement, and such other matters requested by LANDLORD.


 


           Should
TENANT fail to deliver such statement within said ten (10) days, LANDLORD, at
its option, following: the termination of the
applicable notice and cure period (provided, however, that such cure period
shall not, in this case, be more than 10 days following notice of default)


declare TENANT in default under this Lease, and
LANDLORD may, at its option, terminate the Lease, provided written notice of
such termination is received by TENANT prior to LANDLORD’s receipt of said
statement.


 


If TENANT fails to deliver the
statement within said ten (10) days, Landlord, after service of a five (5) day
notice on TENANT, may complete the statement and execute and deliver the
statement to a third party.  In such
event the statement prepared and executed by LANDLORD on behalf of the TENANT
shall be in full force and effect and TENANT shall be governed by it.


 


           If this Lease is assigned by LANDLORD
to any mortgagee or trust deed beneficiary or purchaser, within ten (10) days
of written request by LANDLORD, TENANT shall acknowledge in writing receipt of
such assignment to the assignee upon receipt of a copy of notice thereof.


 


33.            MODIFICATION FOR LENDER.  If in connection with obtaining construction,
interim or permanent financing for the Building, the lender shall request
reasonable modifications in this Lease as a condition to such financing, TENANT
will not unreasonably withhold or delay its consent thereto, provided that such
modifications do not increase the obligations of TENANT hereunder or materially
adversely affect the leasehold interest hereby created or TENANT’s rights
hereunder.


 


34.           
PLANNING PROGRAM.  Intentionally Deleted.


 


35.            BUILDING RULES.  TENANT hereby promises and agrees to keep and
perform each and all of the rules and regulations of said Building hereinafter
set forth which are hereby referred to and made a part hereof.  LANDLORD shall have the right to amend said
rules and to make other and different reasonable rules, and regulations
limiting, restricting and regulating the privileges of TENANTS in the said
Building, and all such rules and regulations so made by LANDLORD, after notice
thereof to TENANT, shall be binding upon TENANT and become conditions of
TENANT’s tenancy and covenants on the part of and to be performed by TENANT.


 


36.            SURRENDER OF PREMISES; REMOVAL OF PROPERTY.  Upon the expiration of the term of this
Lease, or upon any earlier termination of this Lease, TENANT shall: (i)
surrender possession of the Premises to LANDLORD in as good order and condition
as they were as of the Commencement Date hereof and hereafter may be improved by
LANDLORD, ordinary wear and tear excepted (ii) remove from the Premises all
debris and rubbish, and (iii)  remove
from the Premises, all furniture, equipment, business and trade fixtures,
freestanding cabinet work, moveable partitioning and other articles of personal
property owned by TENANT or installed or placed by TENANT in the Premises, and
all similar articles of any other persons claiming under TENANT unless (i)
LANDLORD exercises its option to have any subleases or subtenancies assigned to
it. TENANT shall repair all damage to the Premises resulting from the
installation and removal of such items. Any floor covering and/or window
covering whether or not allowance is given by LANDLORD to TENANT, shall become
the property of the LANDLORD and remain in the Premises.  All
cabling shall become the property of LANDLORD and shall not be removed from the
Premises, unless LANDLORD requests the removal thereof.


 


           The
voluntary or other surrender of this Lease by TENANT to LANDLORD, or a mutual
termination hereof, shall not work a merger, and shall at the option of
LANDLORD, operate as an assignment to it of any or all subleases or
subtenancies affecting the Premises. 
TENANT shall also surrender all keys for the Premises to LANDLORD,
properly sorted and labeled, at the place then fixed for payment of rent and
shall inform LANDLORD of all combinations on locks, safes and vaults, if any,
in the Premises.  If TENANT fails to
properly identify the keys or fails to provide LANDLORD with the combinations,
LANDLORD may deduct the cost of identifying or replacing the keys and
re-setting the combinations from TENANT’s security deposit.  The delivery of keys to LANDLORD, any
employee of LANDLORD, or LANDLORD’s agent or any employee thereof, shall not be
sufficient to constitute a termination of this Lease or a surrender of the
Premises.


 


37.            ATTORNEY FEES.  If any action is commenced for the breach of
any covenants or conditions of this lease, or for any rent or for the
possession of the Premises, or if the LANDLORD necessarily intervenes in, or
becomes a party to, any action or actions occurring out of this Lease in order
to protect its rights, then the TENANT will pay to the LANDLORD a reasonable
attorney’s fees in such action or actions, which fees shall be fixed by the
Court as a part of the costs thereof.  If
TENANT is successful in the aforesaid litigation with LANDLORD (except in a
Declaratory Relief Action), LANDLORD shall pay to TENANT reasonable attorney’s
fees as fixed by court as part of the costs hereof.


 


38.            CONDITIONS AND COVENANTS - TIME.  It is further expressly understood
and agreed that each and all of the provisions of this Lease are conditions
precedent to be faithfully and fully performed and observed by said TENANT to
entitle TENANT to continue in possession of the Premises hereunder; that said
conditions are also covenants on the part of TENANT; that time of performance
of each is of the essence of this agreement.


 


39.            WAIVER. 
No modification, alteration or waiver of any term, covenant
or condition of this Lease shall be valid unless in writing, subscribed by the
LANDLORD or by an officer of LANDLORD, authorized in writing.  No waiver of a breach of any covenant or
condition shall be construed to be a waiver of any other provisions hereof or
any succeeding breach by TENANT of the same or any other provision.  No act, delay or omission done, suffered or
permitted by the LANDLORD shall be deemed to exhaust or impair any right,
remedy or power of the LANDLORD hereunder.


            No act or thing done by LANDLORD or LANDLORD’s
agents during the term of this Lease shall be deemed as acceptance of a
surrender of Premises, and no agreement to accept such surrender shall be valid
unless in writing and signed by LANDLORD.


 


 




	
   

  	
   

  	
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           The
failure of LANDLORD to seek redress for violation of, or to insist upon strict
performance of, any term, covenant or condition of this Lease or the Rules and
Regulations attached hereto shall not be deemed a waiver of such violation or
prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of any original violations, nor shall the
failure of LANDLORD to enforce any of said Rules and Regulations against any
other TENANT of the Building be deemed a waiver of any such Rule or Regulation,
nor shall any custom or practice which may become established between the
parties in the administration of the terms hereof be deemed a waiver of, or in
any way affect, the right of LANDLORD to insist upon the performance by TENANT
in strict accordance with said terms.


 


40.           
JOINT AND SEVERAL LIABILITY OF TENANT.
If more than one person executes this Lease as TENANT, (a) each of them is
jointly and severally liable for the keeping, observing and performing of all
of the terms, conditions, covenants, provisions, and agreements of this Lease
to be kept, observed and performed by TENANT, and (b) the term “TENANT” as used
in this Lease shall mean and include each of them jointly and severally and the
act of or notice from, or notice or refund to, or the signature of, any one or
more of them, with respect to the tenancy of this Lease, including, but not
limited to any renewal, extension, expiration, termination or modification of
this Lease shall be binding upon each and all of the persons executing this
Lease as TENANT with the same force and effect as if each and all of them had
so acted or so given or received such notice or refund or so signed.


 


41.            PARTNERSHIP AND CORPORATION AUTHORIZATION.  If TENANT executes this Lease as a
corporation, trust, or general partnership each individual executing this Lease
on behalf of TENANT represents and warrants that the individuals executing this
Lease on TENANT’s behalf are duly authorized to execute and deliver this Lease
on behalf of the TENANT.


 


42.            FINANCIAL STATEMENT.  At any time during the term of this Lease,
TENANT shall, upon ten (10) days prior written notice from LANDLORD provide
LANDLORD with current financial statements and financial statements of the two
(2) years prior to the current financial statement year.  Such statement shall be prepared in
accordance with generally accepted accounting principles in a manner consistently
applied in all financial statements and, if such is the normal practice of
TENANT, shall be audited by an independent certified public accountant.


 


43.            COVENANT BY TENANT.  TENANT covenants to hold LANDLORD
free and harmless from all loss, cost or damage (including reasonable attorney
fees and court costs) resulting from TENANT’s violation of any term or
provisions of this lease, the use, misuse or neglect of the Premises or
appurtenances and from all claims arising out of any alleged defective or
unsafe condition thereof.


 


           TENANT
agrees to pay for all loss, cost or damages (including reasonable attorney fees
and court costs) which may be caused to the LANDLORD or the Building in which
the Premises are situated, or any TENANT or occupant thereof by any act or
failure to act of the TENANT or any of TENANT’s invitees, guests, visitors or
employees, and TENANT further agrees not to use or suffer to be used the
Premises in any manner which will increase the present rate of premium for
insurance on said Building, or cause a cancellation of any insurance policy
relating to said Building, or keep or suffer to be kept therein any gasoline,
distillate, petroleum or explosive products. 
TENANT and TENANT’s officers, agents and employees shall not cause any corrosive
acids or caustic substances of any kind to be emptied or discharged into any
basins, drains, toilets or other plumbing facilities installed in the Premises
which might cause injury or damage to same; and agrees during the term to take
good care of the Premises and to keep the interior thereof in good order,
repair and condition, natural deterioration with careful use and injury by
fire, the elements or acts of God excepted. 
TENANT and TENANT’s officers, agents, and employees shall not cause or
permit any noxious or offensive odors to be emitted from the Premises during
the term of this lease.


 


44.           
COMPLIANCE.  Subject to the terms of
Paragraph 13 of this Lease, TENANT agrees to comply with all laws, ordinances and all regulations and
requirements of Municipal, State and Federal governments, boards, and
authorities relative to the TENANT’s occupancy of the Premises or to the
business to be conducted therein and will keep the said Premises in a clean and
orderly condition according to all laws and ordinances and the direction of all
public officers, and, as far as reasonably possible will keep all immoral and
disreputable persons out of the Premises to the end that the reputation of the
Premises and the said Building as a first class office building may be
preserved.


 


45.           
HAZARDOUS WASTE.


a.   Except for small quantities
of ordinary office supplies, which shall be used and disposed of in accordance
with law, TENANT shall not cause or permit any
Hazardous Material (as defined in Paragraph 45.c below) to be brought, kept or
used in or about the Building by TENANT, its agents, employees, contractors, or
invitees.  TENANT shall indemnify
LANDLORD from and against any  breach by TENANT
of the obligations stated in the preceding sentence, and agrees to defend and
hold LANDLORD harmless from and against any and all claims, judgments, damages,
penalties, fines, costs, liabilities, or losses, (including without limitation,
diminution in value of the Building, damages for the loss or restriction on use
of rentable or usable space or of any amenity of the Building, damages arising
from any adverse impact on marketing of space in the Building, and sums paid in
settlement of claims, attorney’s fees, consultant fees, and expert fees) which
arise during or after the term of this Lease as a result of such breach.  This indemnification of LANDLORD by TENANT
includes, without limitation, costs incurred in connection with any
investigation of site conditions of any cleanup, remedial removal, or
restoration work required by any federal, state, or local governmental agency
or political subdivision because of Hazardous Material present in the soil or
ground water on or under the Building. Without the limiting the foregoing, if
the presence of any Hazardous Material in the Building caused or permitted by
TENANT results in any contamination of the Building, TENANT shall promptly take
all actions, at its sole expense, as are necessary to return the Building to
the condition existing prior to the introduction of any such Hazardous Material.


 


b.    LANDLORD and TENANT acknowledge that
LANDLORD may become legally liable for the costs of complying with Laws (as
defined in Paragraph 45.d below) relating to Hazardous Material which are not
the responsibility of LANDLORD or the responsibility of TENANT, including the
following: (i) Hazardous Material present in the soil or ground water on the
Building of which LANDLORD has no knowledge as of the effective date of this
Lease; (ii) a change in Laws which relate to Hazardous Material which make that
Hazardous Material which is present on the Property as of the effective date of
this Lease, whether known or unknown to LANDLORD, a violation of such new
Laws:  (iii) Hazardous Material that
migrates, flows, percolates, diffuses, or in any way moves on, to, or under the
Building after the effective date of this Lease; or Hazardous Material present
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the Building by other 
TENANTS of the Building or their agents, employees, contractors, or
invitees, or by others.  Accordingly,
LANDLORD and TENANT agree that the cost of complying with Laws relating to
Hazardous Material in or under the Building for which LANDLORD is legally
liable and which are paid or incurred by LANDLORD shall be an Operating Cost
(and TENANT shall pay TENANT’s Percentage Share thereof in accordance with
Paragraph 1.m); unless the cost of such compliance, as between LANDLORD and
TENANT, is made the responsibility of TENANT pursuant to Paragraphs 45.a
above.  To the extent any such Operating
Cost relating to Hazardous Material is subsequently recovered or reimbursed,
TENANT shall be entitled to a proportionate reimbursement to the extent it has
paid its share of such Operating Cost to which such recovery or reimbursement
relates.


c.    As used herein, the term “Hazardous
Material” means any hazardous or toxic substance, material, or waste which is
or becomes regulated by any local governmental authority, the State of
California or the United States Government. 
The term “Hazardous Material” includes, without limitation, any material
or substance which is (i) defined as “hazardous waste”, “extremely hazardous
waste”, or “restricted Hazardous Waste” 
under Section 25115, 25117, or 25122.7, or listed pursuant to Section
25140 of the California Health and Safety Code, Division 20, Chapter 6.5
(Hazardous Waste Control Law), (ii) defined as “hazardous substance” under
Section 25316 of the California Health and Safety Code, Division 20, Chapter
6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined
as a “hazardous material”, “hazardous substance”, or “hazardous waste” under
Section 25501 of the California Health and Safety Code, Division 20, Chapter
6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined
as a “hazardous substance” under Section 25281 of the California Health and
Safety Code, Division 20, chapter 6.7 (Underground Storage of Hazardous
Substances), (v) petroleum, (vi) asbestos, (vii) listed under Article 9 or
defined hazardous or extremely hazardous pursuant to Article 11 of Title 22 of
the California Administrative Code, Division 4, Chapter 20, (viii) designated
as a “hazardous substance” pursuant to section 311 of the Federal Water
Pollution control Act (33 U.S.C. & 1317), (ix) defined as a “hazardous
waste” pursuant to Section 1004 of the Federal Resource Conservation and
Recovery Act, 42 U.S.C. & 6901) et seq. (42 U.S.C. & 6903), or (x)
defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. & 6901 et
seq. (42 U.S.C. & 9601).


d.    As used herein, the term “Laws” mean any
applicable federal, state or local laws, ordinances, or regulation relating to
any Hazardous Material affecting the Building including, without limitation,
the laws, ordinances, and regulations referred to in Paragraph 45.c above.


 


46.             ACCORD AND SATISFACTION.  Any payment by TENANT or receipt by LANDLORD
of an amount less than the total amount then due hereunder shall be deemed to
be in partial payment only thereof and not a waiver of the balance due or an
accord and satisfaction, notwithstanding any statement or endorsement to the
contrary on any check or any other instrument delivered concurrently herewith
or in reference thereto.  Accordingly,
LANDLORD may accept any such amount, and negotiate any such check without
prejudice to LANDLORD’s right to recover all balances due and owing and to
pursue its rights against TENANT under this Lease, regardless of whether
LANDLORD makes any notation on such instrument of payment or otherwise notifies
TENANT that such acceptance or negotiation is without prejudice to LANDLORD’s
right to recover all balances due an owing and to pursue its other rights
against TENANT under this Lease. TENANT agrees that the foregoing shall be
applicable to any covenant or agreement either expressly contained in this
Lease or imposed by any statute or at common law.


 


47.            ATTORNMENT. 
In the event of the exercise of power of sale or the
foreclosure under any deed of trust or mortgage placed by LANDLORD against all
or any portion of the Premises, or upon the Building and real estate of which
the Premises are a part or in which the Premises are located, TENANT shall upon
demand attorn to the purchaser upon any such foreclosure or sale and recognize
such purchaser as the LANDLORD under this Lease.


 


48.  BROKERS.  The parties recognize that the brokers who
negotiated this Lease are the brokers whose names are stated in Paragraph 1.q
and agree that LANDLORD shall be solely responsible for the payment of
brokerage commissions to said brokers, and that TENANT shall have no
responsibility therefor.  As part of the
consideration for the granting of this Lease, TENANT represents and warrants to
LANDLORD that to TENANT’s knowledge no other broker, agent or finder negotiated
or was instrumental in negotiating or consummating this Lease and that TENANT
knows of no other real estate broker, agent or finder who is, or might be
entitled to a commission or compensation in connection with this Lease. Any
broker, agent, or finder of TENANT whom TENANT has failed to disclose herein
shall be paid by TENANT.  TENANT shall
hold LANDLORD harmless from all loss, cost or damages (including reasonable
attorney fees and court costs) and indemnify LANDLORD for all loss, cost or
damages (including reasonable attorney’s fees and court costs) paid or incurred
by LANDLORD resulting from any claims that may be asserted against LANDLORD by
any broker, agent, or finder undisclosed by TENANT herein.


 


49.             TRANSFER OF LANDLORD’s INTEREST.  If LANDLORD transfers its interest in the
Premises or in the real property of which the Premises are a part, other than a
transfer for security purposes only, the transferor shall be automatically
relieved of any and all obligations and liabilities on the part of LANDLORD
from and after the date of such transfer. 
LANDLORD shall transfer
TENANT’s Security Deposit hereunder to the purchaser of the property.  Upon such transfer, LANDLORD shall be
relieved from any further liability with respect to said security deposit.  In the event of an assignment or sublease
consented to by LANDLORD, the assigning TENANT’s interest in the security
deposit shall be deemed transferred to such assignee or sublessee (to the pro
rata extent applicable).  Neither LANDLORD
or any successor in interest of LANDLORD shall be personally liable with
respect to any of the terms, covenants and conditions of this Lease, and TENANT
shall look solely to the equity of LANDLORD in the Building and the rent
payable by TENANT for the satisfaction of each and every remedy by TENANT, such
exculpation of liability to be absolute and without any exception whatsoever.


 


50.             EXAMINATION OF LEASE.  The submission of this Lease to TENANT for
examination by TENANT does not constitute an option or offer to lease the
Premises upon the terms and conditions contained herein or a reservation of the
Premises for TENANT.  This Lease shall
only become effective upon the execution hereof by LANDLORD.  The negotiation of checks tendered by TENANT
and delivery of a copy of this Lease signed by TENANT to LANDLORD, shall not
constitute an acceptance of TENANT’s offer to lease as contained herein until
such time as LANDLORD makes and executes this Lease and delivers a signed copy
thereof to TENANT.


 


51.             ETHICS. If the TENANT is a member
of any profession, he agrees to abide by the Code of Ethics of the Association
recognized as representing that particular profession in the County of Los
Angeles, State of California.


 




	
   

  	
   

  	
  LANDLORD’s Initials: 

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  






 


16





















52.            GENERAL PROVISIONS.


 


a.      Prior Agreements.  This Lease contains all of the agreements of
the parties hereto with respect to any matter covered or mentioned in this
lease, and no prior agreements or understanding pertaining to any such matters
shall be effective for any purpose.  No
provisions of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in
interest.  This Lease shall not be
effective or binding on any party until fully executed by both parties
hereto.  This paragraph is subject to the
provisions of Paragraph 30 concerning default by TENANT in any other lease or
tenancy wherein the LANDLORD is also LANDLORD therein.


 


b.      Inability to Perform.  This Lease and the obligations of the TENANT
hereunder shall not be affected or impaired because the LANDLORD is unable to
fulfill any of its obligations hereunder or is delayed in doing so, if such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of LANDLORD.


 


c.      Partial Invalidity.  Any provisions of this Lease which shall
prove to be invalid, void, or illegal shall in no way affect, impair or
invalidate any other provisions hereof and such other provisions shall remain
in full force and effect.


 


d.     Cumulative
Remedies.  No remedy or
election hereunder shall be deemed exclusive but shall, whenever possible, be
cumulative with all other remedies at law or in equity.


 


e.    
Successors. 
The words “LANDLORD” and “TENANT” as used herein, shall include, apply
to, and bind and benefit the heirs, executors, administrators, assigns and
successors of the LANDLORD and TENANT, subject to the aforementioned
restrictions on assignment of this Lease on the part of the TENANT.


 


f.    
Gender. 
In this lease, whenever the context so requires, the masculine gender
herein used shall include the feminine or neuter and the singular number shall
include the plural.


 


g.    Paragraph
Headings.  Paragraph headings
do not constitute part of the text of this lease, but are inserted in this
Lease for paragraph identification only.


 


h.     Notices.  All notices to be given hereunder
by LANDLORD to TENANT shall be in writing, and may be served either personally
or by depositing the same in the United States mail, postage fully prepaid,
either by ordinary, registered or certified mail, and addressed to TENANT at
the Premises, with a copy, at the same time, mailed to:


 


Chief Financial Officer


Mercantile National Bank, N.A.


1880 Century Park East, Suite 800


Los Angeles, California 90067.


 


If there may be more than one TENANT, then notice on any
one of them shall constitute notice to all.


 


           Any
notices desired to be served on LANDLORD by TENANT must be sent by United
States registered mail to the LANDLORD at the address set forth in Paragraph
1.b, which may be changed from time to time upon giving of written notice to
TENANT.


 


     53.  SPECIAL
CONDITIONS.         Exhibit “A”
(Floor Plan) and Exhibit “B”
(First Amendment to Office Building Lease) are
attached hereto and incorporated herein by this reference.


 


	
  LANDLORD:

  	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Encino Corporate Plaza, L.P.

  	
   

  	
   

  	
  Mercantile National Bank, N.A.,
  national bank

  
	
  By:

  	
   Milbank Real Estate
  Services, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   Authorized Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  
	
   

  	
  Solyman Yashouafar, COO

  	
   

  	
   

  	
   

  	
  Scott A. Montgomery

  
	
   

  	
   

  	
   

  	
   

  	
  For:

  	
  Mercantile
  National Bank

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  David Brown

  
	
   

  	
   

  	
   

  	
   

  	
  For:

  	
  Mercantile National Bank

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Vice President and Chief
  Financial Officer

  



 


17





















RULES AND REGULATIONS OF THE BUILDING
REFERRED TO HEREIN


WHICH CONSTITUTE A PART OF THIS LEASE


 


In the event of a conflict between these Rules and Regulations
and the Lease, the terms of the Lease shall control.


 


           1. 
TENANT, and TENANT’s employees, shall not loiter in the entrance or
corridors, or in any way obstruct the sidewalks, entry passages, halls,
stairways and elevators, and shall use the same only as passage ways and means
of passage to and from their respective offices.  The entry and exit doors of all suites are to
be kept closed at all times except as required for the orderly passage to and
from the suite.


           2. 
The sash doors, sashes, windows, glass doors, lights and skylights that
reflect or admit light into the halls or other places of the Building, shall
not be covered or obstructed, nor shall any bottles, parcels, or other articles
be placed on the windowsills.


           3. 
TENANT shall not mark, drive nails, screw or drill into, paint, or in
any way deface the wall, ceilings, partitions, floors, wood, stone or iron
work, except with the written consent of LANDLORD.  The expenses of any breakage, stoppage or
damage resulting from a violation of this rule shall be borne by TENANT who has
caused such breakage, stoppage or damage.


           4. 
No awning, shade, sign, advertisement, or notice shall be inscribed,
painted or affixed on or to any part of the outside or inside of the Building
except by the written consent of LANDLORD, and except it be of such color, size
and style and in such place upon or in the Building as may be designated by
LANDLORD. If TENANT desires window coverings in addition to those already in
and owned by LANDLORD, they must be of such uniform shape, color, material and
make as may be prescribed by LANDLORD and must be put up in the manner as
directed by LANDLORD and paid for by TENANT. 
All signs on doors will be provided for TENANT by LANDLORD, but the cost
of providing same shall be paid by TENANT. 
There will be no signs on the windows or the roof.


           5. 
Electric wiring of every kind shall be introduced and connected by
LANDLORD, and no boring or cutting for wires shall be allowed except with the
written consent of LANDLORD.


           6. 
LANDLORD shall prescribe the weight, size and position of all safes used
in the Building and such safes shall in all cases stand on wood or metal of
such size as shall be designated by LANDLORD. 
All damage done to the Building by putting in, taking out, or maintaining
a safe shall be repaired at the expense of TENANT.


           7. 
TENANT shall not conduct any auction on the Premises and shall not store
goods, wares or merchandise on the leased Premises without the prior written
consent of LANDLORD, which consent shall be granted or withheld in LANDLORD’s
sole and uncontrolled discretion. 
Articles of unusual size and weights are not permitted in the Building.


           8. 
All freight, furniture and fixtures must be moved into, within and out
of the Building under the supervision of LANDLORD, and according to such
regulations, and at such hours as set by LANDLORD, which might change from time
to time, but LANDLORD will not be responsible for loss or damage to such
freight from any cause.  TENANT shall be
responsible for any damages to the hallways, elevators and other parts of the
Building resulting from move of such furniture or fixture. TENANT may only use
the freight elevator after 6:00 p.m., but before 7:30 a.m. during the weekdays,
and during weekends and holidays, with prior written approval of LANDLORD.
However, should TENANT’s use of the freight elevator be one load or less, then
TENANT may use the freight elevator outside the hours stated above, except that
under no circumstances may TENANT use the freight elevator between the hours of
8:00 a.m. to 9:30 a.m., 12:00 noon to 1:00 p.m., and 4:30 p.m. to 5:30 p.m. on
weekdays.


           9. 
The requirements of TENANT will be attended to only upon application at
the office of the Building. LANDLORD’s employees shall not perform any work or
do anything outside of their regular duties unless under special instruction
from the office, and no such employee shall admit any person (TENANT or
otherwise) to any office without specific instructions from the office of the
Building.


           10. 
TENANT shall promptly notify LANDLORD of any accident to, or defect in
the Building, including plumbing, water pipes, electric wires or heating
apparatus so that such defects can be promptly fixed.


           11. 
All keys shall be obtained from LANDLORD and all keys shall be returned
to LANDLORD upon the termination of this lease. 
If the keys are not returned to LANDLORD immediately upon termination of
this lease, LANDLORD may replace all of the locks in the Premises with new
locks, all at TENANT’s sole expense.  No
additional locks or bolts of any kind shall be placed upon any of the doors by
TENANT, nor shall any changes be made in existing locks or the mechanisms
thereof unless LANDLORD is first notified thereof, gives written approval, and
the mechanism thereof is placed on LANDLORD’s Master Key.


           12. 
It is understood and agreed between LANDLORD and TENANT that no assent
or consent to any waiver of any provision of this Lease, or any part thereof by
LANDLORD, shall be deemed or taken as made except if such assent or consent is
done in writing and attached to or endorsed hereon by LANDLORD.


           13.  TENANT shall comply with all safety, fire
protection and evacuation procedures and regulations instituted by LANDLORD or
any governmental agency.  TENANT shall
comply with all relevant non-smoking laws applicable to the Building.


           14. 
TENANT shall not obtain for use on the Premises cleaning, interior glass
polishing, rubbish removal, towel or other similar services, or accept
barbering or bootblacking, or coffee cart services, milk, soft drinks or other
like services on the Premises, except from persons authorized by LANDLORD and
at the hours and under regulations fixed by LANDLORD.  No vending machines or machines of any
description shall be installed, maintained or operated upon the Premises
without LANDLORD’s prior written consent.


           15. 
Toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever (ie. cigarette butts, sanitary
napkins, or paper), shall be thrown therein.


           16. 
Before TENANT or the last employee to leave the Premises, such
individual shall see that the doors of the Premises are closed and locked and
be sure that all water faucets, coffee pots, heat generating objects, lights
and appliances are turned off to prevent waste and damage.  TENANT shall avoid all situations which could
be fire hazards including placing trash near or on wires and the careless
disposal of cigarettes, or other pipes.


           17.  No graffiti or writing on any walls, or toilet
partitions are tolerated. LANDLORD at its sole discretion may either cancel the
Lease of TENANT, or charge TENANT the cost of restoring the damaged area to its
original condition prior to damage, plus an overhead cost of 15%.


           18. 
TENANT shall not use or keep in the Premises or Building any kerosene,
gasoline, or flammable, explosive or combustible fluid or material, or use any
method of heating or air-conditioning other than that supplied by LANDLORD.  TENANT may not tamper with any electric or
air conditioning repair or installation.


 


 




	
   

  	
   

  	
  LANDLORD’s Initials: 

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


18





















           19. 
TENANT shall not lay linoleum, tile, carpet, or other similar floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by LANDLORD.


           20. 
TENANT shall cooperate with LANDLORD in obtaining maximum effectiveness
of the cooling system by closing drapes or blinds when the sun’s rays fall
directly on windows of the Premises and by keeping the windows closed.  TENANT shall not obstruct, alter, or in any
way impair the efficient operation of LANDLORD’s heating, ventilating and air-conditioning
system.  TENANT shall not tamper with or
change the setting of any thermostats or control valves.  No heating or air conditioning unit or other
similar apparatus shall be installed or used by any TENANT without the prior
written consent of LANDLORD.


           21. 
TENANT shall not make, or permit to be made, any unseemly or disturbing
noises, or disturb or interfere with occupants of Building or neighboring
buildings or premises or those having business with it by the use of any  musical instrument, radio, photographs or
unusual noise, or in any other way. If TENANT does not eliminate objectionable
noise coming from the Premises after notice from LANDLORD, LANDLORD may, in its
sole discretion, cancel this Lease or enter the Premises and add such soundproofing
material and take such other steps as may be necessary to prevent such noise
from being heard outside the Premises. 
The cost of such soundproofing shall be paid by TENANT to LANDLORD upon
demand.


           22. 
No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking shall be done or permitted by any
TENANT in the Premises, except that the preparation of coffee, tea, hot
chocolate and similar items for TENANT’s, their employees and visitors shall be
permitted.  No TENANT shall cause or
permit any unusual or objectionable odors to be produced in or permeate from or
throughout the Premises.


           23. 
LANDLORD shall have the right to prohibit any advertising by any TENANT
which, in LANDLORD’s opinion, tends to impair the reputation of the Building or
its desirability as an office building and upon written notice from LANDLORD,
any TENANT shall immediately refrain from and discontinue said advertising.


           24. 
All areas of the Building other than those leased to TENANTS, including
the public halls, lobby and stairs, shall be under the sole and absolute
control of LANDLORD who shall have the exclusive right to regulate and control
these areas.  LANDLORD may exclude from
such areas all persons whose presence LANDLORD considers, in its sole
discretion, to be prejudicial to the safety, character, reputation and
interests of the Building and the TENANTS. LANDLORD reserves the right to
exclude or expel from the Building any person who, in the judgement of LANDLORD
is intoxicated or under the influence of drugs or liquor, or who shall in any
manner act in violation of the rules of the Building.  The hours the Building shall be open are 7:00
AM to 6:00 PM, Monday through Friday, excluding legal holidays.  LANDLORD reserves the right to control access
to the Building by all persons after reasonable hours of generally recognized
business days and at all hours on Saturdays and Sundays and legal
holidays.  Each TENANT shall be
responsible for all persons for whom he requests after-hours access and shall
be liable to LANDLORD for all acts of such persons.  LANDLORD shall not be liable for damages for
any error with regard to the admission or exclusion from the Building of any
person.  In the case of invasion, mob,
riot, public excitement, or any other circumstances rendering such action
advisable in LANDLORD’s sole and absolute discretion, LANDLORD reserves the
right to prevent access to the Building during the continuances thereof by such
actions as LANDLORD deems appropriate, including closing and locking the doors.


           25. 
Any person employed by TENANT to do janitorial work shall be, while in
the Building and outside of the Premises, subject to and under the control and
discretion of the Office of the Building (but not as an agent or servant of
LANDLORD, and TENANT shall be responsible for all acts of such persons).


           26. 
Canvassing, soliciting and peddling in the Building are prohibited and
each TENANT and its employees shall not buy from such peddlers and shall
cooperate to prevent and discourage the same. 
Any solicitors must be asked by TENANTS to leave the Building
immediately, and notify Building’s manager.


           27. 
There shall not be used in any space, or in the public halls of the
Building, either by any TENANT or others, any hand trucks or dollies except
those equipped with rubber tires and side guards.


           28. 
TENANT shall not go on the roof of the Building nor shall TENANT install
any type of antenna on the roof or walls of the Building.  TENANT shall not operate any equipment in the
Premises which causes electromagnetic interference with the equipment of any
other person.


           29. 
LANDLORD reserves the right at any time to 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 safety, care and cleanliness of the Premises, and for
the preservation of good order therein.


           30. 
TENANT shall faithfully comply with any nondiscriminatory rules and
regulations that LANDLORD shall from time to time promulgate.  Any such new rules and regulations shall be
binding upon TENANT upon delivery of a copy of the rules to TENANT.  LANDLORD shall not be responsible for the
noncompliance with any rules and regulations by any other TENANT.


 


 




	
   

  	
   

  	
  LANDLORD’s Initials: 

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


 


19





















Exhibit “A”


 


 


Floor Plan


 


 


 


 


 


 


 


 


 


 


 




	
   

  	
   

  	
  LANDLORD’s Initials: 

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


20





















Exhibit “B”


 


First Amendment to Office Building Lease


                     


On this 30th day of August 2004, this
Exhibit “B” shall serve as the First Amendment (“1st Amendment”) to
that certain Office Building Lease, dated May 24, 2004 (“Lease”), by and
between ENCINO CORPORATE PLAZA, LP (“LANDLORD”) and MERCANTILE NATIONAL BANK,
N.A., a national bank (“TENANT”) for
the premises located at 16661 Ventura Boulevard, Suite 110, Encino, California
91436 (“Premises”).  In the event of a
conflict, the provisions of this 1st Amendment shall supersede the
provisions of the Lease.


 


1.                      Parking.  Throughout the Term (as it
may be extended),TENANT shall have the right to
lease seven (7) parking spaces in the Building’s parking structure plus
two (2) additional
parking spaces to be used by TENANT’s visitors, all at prevailing
rates in the Building. 
All of these spaces are rented on a monthly basis, and TENANT may only
cancel a parking space upon at least thirty (30) days’ prior written notice to
LANDLORD, which notice shall be effective to cancel a parking space on the
first (1st) day of the month which is at least thirty (30) days
after LANDLORD’s receipt of the notice.


 


2.                      HVAC.  Notwithstanding anything to the contrary in
the provisions of Paragraph 20 of the Lease, LANDLORD shall furnish to the
Premises heating, ventilating and air conditioning Monday through Friday, from
8:00 a.m. to 6:00 p.m, and Saturdays from 9:00 a.m. to 1:00 p.m. at no additional
charge.


 


3.                      Condition of Premises.  TENANT hereby accepts the Premises in its
“AS-IS” and present condition without any improvements to be performed by
LANDLORD.


 


4.                      Rent Credit.  Provided TENANT is not in default of any of the terms and
conditions of the Lease beyond any applicable notice and cure period,
at
the time
of the applicable rent credit,
then, TENANT
shall be entitled to the total of six (6) monthly credits, each credit shall be
equal to the then Monthly Basic Rent payable hereunder and shall be applied
during the months of August 2004, December 2004, July 2005, July 2006, July 2007 and July
2008.


 


5.                      Signage.  TENANT shall have the right to maintain its
existing signage on the facade of the Building.  In addition, LANDLORD, at TENANT’s cost,
shall provide TENANT with space for two (2) designated names per one thousand
square feet of rentable square footage leased by TENANT on the building
directory board in the lobby of the Building.


 


6.                      Option
to Extend Term.


           i) TENANT and its
Affiliates (as defined in Paragraph 8 of this First Amendment,
but not any third party assignee
of TENANT)  is given the option to extend
the term of this Lease for a five (5) year period (“Extended Term”) following
expiration of the initial term by giving written notice of exercise of the
option (“Option Notice”) to LANDLORD at least nine (9) months but not more than
twelve (12) months prior to the expiration of the initial term.  Provided that, if the TENANT is in default beyond
any applicable notice and cure period  on the date of
giving the Option Notice or if the TENANT is in default beyond any applicable notice and cure period
on the date the Extended Term is commenced, the Option Notice shall be totally
ineffective, the Extended Term shall not commence and the Lease shall expire at
the end of the initial term. Similarly, in the event TENANT, during the initial
term, failed to cure a monetary default
within the applicable cure period as defined in the Lease, then the Option
Notice shall be totally ineffective, the Extended Term shall not commence and
the Lease shall expire at end of the initial term.


 


The rent for the Extended Term shall be ninety-five percent (95%) of the
then prevailing Market Rent as defined below.  
In each and every other respect the remaining terms, covenants,
conditions and provisions of the Lease shall remain in full force and effect
during the Extended Term.


 ii)  Within sixty days after receipt of TENANT’s
notice of its intention to exercise its option to renew


the Lease, LANDLORD shall notify TENANT in writing as to the then
prevailing Market Rent for the Premises. The Market Rent for the purposes of
this Paragraph 6.ii shall be defined as rent for a space substantially similar
to the demised premises as to size and visibility, located on the ground floor
of a high rise building on Ventura Boulevard, in Encino between Sepulveda
Boulevard and Balboa Boulevard.  If
TENANT does not agree with the Market Rent, TENANT shall notify LANDLORD as to
its disagreement within 10 business  days
from receipt of LANDLORD’s notice, in which case both LANDLORD and TENANT shall
each appoint an experienced real estate broker (for the purposes of the Lease,
an experienced broker shall be defined as one who has had at least five years
of experience in leasing and marketing of office/retail space in Encino.) Such
two brokers shall within thirty days from their appointment attempt to agree on
the then Market Rent.  If the two
appointed brokers are unable to agree on the Market Rent, then the matter shall
be submitted to American Arbitration Association in Los Angeles,
California for arbitration.  The appointed arbitrator
shall choose between the rents each party claimed to be the Market Rent as
defined in this Paragraph 6.ii, and select the rent which to the arbitrator’s
mind is closer to the Market Rent.  Both
LANDLORD and TENANT agree to be bound by the decision of the appointed arbitrator.  Each party shall advance one half of the cost
of the arbitration,
and the party whose rate has been selected by the arbitrator
shall recover its advance costs by the other party.


 


          iii)  In the event that at the commencement date of
the Extended Term, the new rent has not been established, TENANT shall commence
making rental payments as provided in Paragraph 10 of the Lease, for a hold over
tenant.  At such
time as the Market Rent is established, if the amount is in excess of the
amount paid as rent by TENANT, then TENANT
shall pay to LANDLORD within 15 days after determination of the Market Rent the
excess of the Market Rent over the rent provided in Paragraph 10.  In the event the Market Rent is less than the
holdover rate, then TENANT shall receive credit on its future rental payments.


 




	
   

  	
   

  	
  LANDLORD’s Initials: 

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


21





















7.       Right
of First Acceptance.


 


           i) At any time during the term of the
Lease, upon prior written notice to LANDLORD (“Expansion Notice”), TENANT shall
have the Right of First Acceptance to lease any contiguous space (“Additional
Premises”)  that is then available for
lease or becomes available for lease within two (2) months of the date of the Expansion Notice (the “Additional
Premises Period”).  
Within ten (10) business days from receipt of Expansion
Notice, or
within ten (10) business days after any Additional Premises becomes available
during Additional Premises Period, the  LANDLORD
shall provide TENANT with a letter  which
shall set forth the description of Additional Premises and LANDLORD’s proposed
material terms and conditions (“Economic Terms”) applicable to TENANT’s lease
of the Additional Premises (“First Acceptance Notice”).  Except for the Economic Terms and the number
of parking spaces, all of the terms for the lease of the Additional Premises
shall be the terms of this Lease, as amended by this First Amendment.


 


           ii) If TENANT wishes to exercise TENANT’s
Right of First Acceptance with respect to the Additional Premises, then within
ten (10) business
days after LANDLORD’s delivery
of the First Acceptance Notice to TENANT, TENANT shall deliver notice to
LANDLORD of TENANT’s unconditional and irrevocable exercise of its Right of
First Acceptance with respect to the entire Additional Premises and the
Economic Terms set forth in the First Acceptance Notice.  TENANT may not elect to lease only a portion
of the Additional Premises.  If TENANT
does not unconditionally and irrevocably exercise its Right of First Acceptance
within the ten (10) day period, or if TENANT exercises its Right of First
Acceptance but objects to LANDLORD’s proposed Economic Terms, then LANDLORD
shall be free to lease the Additional Premises, or any portion thereof, to
anyone to whom LANDLORD desires; provided, however, that if the
Economic Terms on which LANDLORD is willing to lease
the Additional Premises to a third party are more favorable than the
terms offered
to TENANT (as adjusted for the difference
in the term of the proposed lease). then LANDLORD
shall again
offer the Additional Premises to TENANT on such
terms. Unless otherwise expressly set forth to the
contrary in LANDLORD’s First Acceptance Notice, TENANT shall accept
the Additional Premises in its “AS-IS” condition.   Any space leased by TENANT under the
provisions of this Paragraph 7 shall be for a term that is co-terminous with
the term of the Lease, however, in no event less than 24 months.


 


          iii) The rights contained in this
Paragraph 7 shall be personal to TENANT or an Affiliate of TENANT (as
defined in Paragraph 8 below) and may only be
exercised by TENANT or an Affiliate of TENANT, and not any third party
assignee or subtenant.  TENANT shall not
have the right to lease the Additional Premises if as of the date of the Expansion Notice, or, at LANDLORD’s option, as of the
scheduled date of delivery of the Additional Premises to TENANT, TENANT is in
default of the Lease or has been previoiusly in default of the Lease
beyond any applicable notice and cure
period.


 


8.                    Assignment
and Sublease. Notwithstanding anything to the contrary
contained in Paragraph 21 of the Lease, LANDLORD’s prior consent to assignment
or sublease shall not be required for any transfer to TENANT’s affiliate
defined as (i) a corporation or entity into or with which all of TENANT is
merged or consolidated, or (ii) a corporation or entity which controls the
TENANT or is controlled by TENANT, or is
under common control with TENANT, or (iii) a corporation which acquires all of
the stock or assets of TENANT; provided however, that TENANT (a) notifies LANDLORD of any
such assignment or sublease at least 15 days prior to the effective date of
such assignment or sublease, (b) promptly supplies LANDLORD with any documents
or information requested by LANDLORD regarding such assignment or sublease, (c)
the proposed assignee assumes in writing for the express benefit of LANDLORD
all of the liabilities and obligations of TENANT under the Lease, in a form and
substance satisfactory to LANDLORD, and (d) such assignment or sublease is not
a subterfuge by TENANT to avoid its obligations under the Lease.  “Control” as used in this Paragraph 8 shall
mean the ownership, directly or indirectly, of at least fifty-one percent (51%)
of the voting securities of, or possession of the right to vote, in the
ordinary direction of its affairs, of at least fifty-one percent (51%) of the
voting interest in, any person or entity.


 


 




	
   

  	
   

  	
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  TENANT’s Initials: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


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