Exhibit 10.V


 


1st, 3rd, 4th,
6th, 9th, 10th,


 


20th, & 21st


 


FLOORS


 

















 


THIRD
LEASE ADDENDUM


 


 


This THIRD LEASE ADDENDUM (“Addendum”) is made and entered into as of
November 1, 2002 (the “Effective Date”) by and between
CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership (“Landlord”), and CITY NATIONAL BANK, a national banking
association (“Tenant”), to amend and supplement that certain Office Building Lease between
Landlord and Tenant, dated as of September 30, 1996, as amended by that
certain First Lease Addendum dated as of May 1, 1998, and by that certain
Second Lease Addendum dated as of November 13, 1998 (collectively, the “Lease”).


 


1.                                      Terms. All capitalized terms used in this Addendum
that are not otherwise defined herein shall have the same meanings as in the
Lease.


 


2.                                      Amendment
of Paragraph 1 of the Lease. 
Notwithstanding anything to
the contrary contained in Paragraph 1 of the Lease, Tenant shall be entitled to
operate a bank branch in Suite 100 located on the Ground Floor.


 


3.                                      Amendment
of Paragraph 6 of the Lease.  Notwithstanding anything to the
contrary contained in Paragraph 6 of the Lease, Tenant shall be entitled to one
hundred (100) automobile parking permits per month notwithstanding how many
parking permits Tenant has used at anytime during the Term.


 


4.                                      Amendments
of Paragraph 7 of the Lease. 
(a) The first sentence of
Paragraph 7 is hereby amended to read as follows:


 


“The leased premises shall not be altered,
repaired or changed without the written consent of Landlord first had and
obtained, except that Tenant shall have the right to perform non-structural
improvements of the leased premises which do not affect the Building systems
(as hereinafter defined) or substantially alter the layout of the leased
premises up to a total expenditure which does not exceed the sum of $50,000 for
any or all of such improvements within any twelve (12) month period, without
Landlord’s prior written consent.”


 


(b) Notwithstanding anything to the contrary
contained in Paragraph 7 of the Lease, in no event shall Landlord require any
completion bond in connection with any Tenant improvements, alterations or
repairs and in no event shall the administrative fee for Landlord’s
administration of Tenant work under Paragraph 7 exceed 10% of the contract sum.


 


(c) Notwithstanding anything to the contrary
contained in Paragraph 7 of the Lease, at the expiration of the terms of the
Lease, Tenant shall not be obligated to remove any alterations made to any
porting of the leased premises including, without limitation, any bank vault,
and/or escalator installed in any portion of the leased premises.


 

















 


5.                                      Amendment
of Paragraph 10 of the Lease.  The second sentence of Paragraph 10 of the
Lease is hereby amended to read as follows:


 


“Notice shall be deemed effective upon
receipt of personal delivery or three (3) days after deposit in any public
depository of the United States mail or one (1) business day after delivery to
an overnight courier service.”


 


6.                                      Amendment
of Paragraph 11 of the Lease.  Paragraph 11 of the Lease is hereby amended
by adding the following:


 


“Landlord shall procure and obtain
comprehensive public liability insurance naming Tenant as an additional insured
in the minimum amount of $1,000,000 combined single limit.  In addition, Landlord shall procure and
maintain 100% replacement cost insurance for the Building.”


 


7.                                      Amendment
of Paragraph 12 of the Lease.  Notwithstanding anything to the contrary
contained in Paragraph 12 of the Lease, Landlord shall not change the address
and/or name of the Building without sixty (60) days prior notice to Tenant and
Tenant’s approval which shall not be unreasonably withheld, conditioned or
delayed.


 


8.                                      Amendment
of Paragraph 13 of the Lease.  Paragraph 13 of the Lease is hereby amended
in its entirety to read as follows:


 


“If said Building shall be totally destroyed,
this Lease shall thereupon terminate. 
If said Building or the leased premises shall be damaged by fire,
earthquake or any other cause without fault or neglect of Tenant, so that the
leased premises become untenable, then, if the leased premises cannot be made
tenantable within one hundred twenty (120) working days after the date of such
damage, this Lease may be terminated by Tenant; in the event the leased
premises cannot be made tenantable within one hundred eighty (180) days after
the date of such damage, this Lease may be terminated by either party.  In any event, if the leased premises is
rendered partially and permanently untenantable by fire, earthquake or other
caused without the fault or neglect of Tenant, the monthly rental shall be
adjusted in the portion that the rental value of the untenantable portion of
the leased premises bears to the rental value of the whole thereof.”


 


9.                                      Amendment
of Paragraph 22 of the Lease.  Notwithstanding anything to the contrary
contained in the Lease, any subordination by Tenant to any lienholder affecting
the leased premises shall be contingent upon Tenant receiving an acceptable
non-disturbance agreement.


 


10.                               Amendment
of Paragraph 29 of the Lease.  Paragraph 29A of the Lease is hereby amended
in its entirety to read as follows:


 


2

















 


“It shall, at Landlord’s option, be deemed at
breach of this Lease if (1) the Tenant defaults (a) in the making of any
payment of money pursuant to this Lease within five (5) days after written
notice thereof is given by Landlord to Tenant, or (b) in pursuing any other
term, covenant, condition, provision of this Lease if said default under this
Paragraph 29 continues to exist at the expiration of thirty (30) business days
after notice thereof given by Landlord to Tenant, or (2) or Tenant shall
default with respect to any other lease between (a) Landlord and Tenant or (b)
any parent company or subsidiary company or affiliate or agent of Landlord and
Tenant.”


 


11.                               Amendment
of Paragraph 41 of the Lease.  Paragraph 41 of the Lease is hereby amended
in its entirety to read as follows:


 


“During the Term of this Lease and any
extensions thereof, so long as Tenant occupies at least 60,000 square feet of
space within the Building, Tenant shall have the exclusive right to maintain
the existing signs on the top of the Building exterior.  Notwithstanding the foregoing, Tenant shall
have the right at any time to remove its existing signs on the top of the
Building so long as it repairs any damage to the Building occasioned by such
removal.  Moreover, Tenant shall have
the right to change its top of the building signage by changing the lettering and/or
logo at any time without the prior approval of Landlord.  Tenant shall be responsible for all expenses
relating to the operation and maintenance of the signs, including but not
limited to utilities, cleaning, repairs, permits, insurance, taxes and for any
damage to the Building occasioned by the signs.  Upon the expiration or termination of this Lease, Landlord shall
have the right and option, exercisable by written notice to Tenant, to require
Tenant at its sole cost to remove the signs and repair any damage to the
Building occasioned by such installation or removal and restore the Building to
original condition less normal wear and tear.”


 


12.                               Amendment
of Paragraph 43 of the Lease.  The first sentence of Paragraph
43 C of the Lease is hereby amended to read as follows:


 


“That Tenant shall pay as rent during the
extended term the fair market rental value which shall be deemed to be the
rental rate then offered to prospective tenants for new leases as of the date
of commencement of the extended term for comparable premises in comparable buildings
is downtown Los Angeles.”


 


13.                               Additional
Paragraph 44 of the Lease.  The Lease is hereby amended to
add the following as a new Paragraph 44:


 


“Landlord agrees to indemnify, protect,
defend and hold Tenant and its agents, employees, invitees and representatives,
free and


 


3

















 


harmless from and against any and all losses,
damages, liabilities, judgments, costs, claims, expenses, penalties, fines and
fees arising out of, relating to, or involving the storage or use of hazardous
substances on the Property (i) by Landlord or (ii) by other tenants of the
Building of which Landlord has actual notice and which Landlord fails to cause
such other tenants to abate within a reasonable time.  Further, if a release of hazardous substances occurs in the
Building due to the acts of Landlord, or other tenants of the Building which
release is not abated within a reasonable time, then in addition to its rights
under the foregoing indemnity, Tenant shall have the right to terminate any or
all of its Leases for space in the Building upon sixty (60) days’ notice to
Landlord without penalty or liability of any kind, and in such event Tenant
shall not have to pay any early termination fee presently provided in the
Leases.  Provided, however, the
foregoing right of termination shall apply only if and to the extent that (i)
Landlord has actual notice of the hazardous substance release and Landlord
fails to cause an abatement thereof to occur within a reasonable time, and (ii)
the release materially interferes with the continued occupation of the leased
space by Tenant, its employees and its customers.”


 


14.                               Additional
Paragraph 45 to the Lease.  The Lease is hereby amended to
add the following as a new paragraph 45.


 


“Landlord shall not lease any space in the
Building to the other tenants for purposes other than general office uses on
the first 10 floors without Tenant’s prior written approval which shall not be
unreasonably withheld or delayed.  In
the event Landlord breaches its agreement to limit the use of the other tenants
in the Building in accord with the restrictions outlined above, Tenant shall
have the right at any time to terminate this Lease it has with Landlord upon
sixty (60) days written notice without penalty or the payment of any
termination fee, which right shall not be deemed waived by the failure of
Tenant to exercise such right for any time period after such right arises.”


 


15.                               Additional
Paragraph 46 to the Lease.  The Lease is hereby amended to
add the following as a new paragraph 46.


 


“Landlord shall at all times operate, repair
and maintain the Building and the parking garage serving the Building and shall
provide services including janitorial, utilities, heating, ventilation and air
conditioning in a manner consistent with and comparable to those being provided
by owners of other first-class buildings of comparable size and age to the
Building in downtown Los Angeles.”


 


4

















 


16.                                 No Other
Modifications.  All prior agreements, understandings, and
discussions with respect to the subject matter set forth in this Addendum are
hereby superseded by this Addendum. 
Except as modified by the terms of this Addendum, all provisions of the Lease
shall remain unchanged and are in full force and effect, and shall continue to
be binding on the parties hereto.


 


IN
WITNESS WHEREOF, Landlord and Tenant have entered into this Addendum as of Effective Date.


 


 


	
  TENANT:

  	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CITY NATIONAL BANK,

  	
   

  	
  CITINATIONAL-BUCKEYE BUILDING
  CO.,

  	
   

  
	
  a national banking association

  	
   

  	
  a California limited
  partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Olive-Sixth Buckeye Co.,

  	
   

  
	
   

  	
   

  	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ Bram Goldsmith

  	
   

  
	
  Name:

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
  Bram Goldsmith

  
	
  Title:

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
  General Partner

  
										



 


5

















 


Office Building Lease


 


This Lease, made and
executed as of the 30th day of September, 1996, between: - CITINATIONAL-BUCKEYE
BUILDING CO., a California limited partnership, 9100 Wilshire Boulevard, Suite
404, Beverly Hills, California 90212, hereinafter designated the LANDLORD, and CITY NATIONAL BANK, a national banking association,
400 North Roxbury Drive, Beverly Hills, California 90210, hereinafter
designated the TENANT, consists of the following agreements:


 


1.  DEMISED PREMISES, USE AND
TERM, EARLY OCCUPANCY.  For and in
consideration of the covenants hereinafter mentioned, the Landlord leases to
the Tenant and the Tenant hereby leases from the Landlord the premises
consisting of Suite No. 100 located
on the Ground Floor and the entire 2nd, 3rd, 6th, 9th and 20th Floors (as per
attached plans, marked Exhibit “A”) in the CITY NATIONAL BANK BUILDING, 606
[ILLEGIBLE] Olive Street, City of Los Angeles, California, 90014 to be used by
said Tenant as and for administrative
offices  for a bank or
for general office purposes and for no other purpose, for the term of ten (10) years, commencing on the 1st day of January 1997, and ending on the 31st day of December 2006. 
Landlord agrees that it shall not lease any other Premises in the
Building to any other bank or savings and loan association for use as a home
office bank or branch bank serving the general public without the prior consent
of Tenant, which consent shall not be unreasonably withheld.  Landlord agrees that it shall not lease any
other Premises on the Ground Floor of the Building to any other bank or savings
and loan association for use as a home office bank or branch bank serving the
general public.


 


On September 29, 1996, Landlord completed the construction and
build-out of the 6th Floor premises in accordance with Tenant’s plans and
specifications, and Tenant accepted and moved into the premises prior to the
scheduled commencement date of this Lease on September 30, 1996.  Landlord and Tenant agree that Tenant’s
occupancy from September 30, 1996 through December 31, 1996, and
thereafter for the full ten (10) year Lease Term through December 31,
2006, is under the terms and conditions of this Lease.


 


On November 15, 1996, Landlord completed the construction and
build-out of the 3rd Floor premises in accordance with Tenant’s plans and
specifications and Tenant accepted and moved into the premises prior to the
scheduled commencement date of this Lease on November 16, 1996.  Landlord and Tenant agree that Tenant’s
occupancy from November 16, 1996 through December 31, 1996, and
thereafter for thereafter for the full ten (10) year Lease Term through
December 31, 2006 is under the terms and conditions of this Lease.


 


2.  RENT. The Tenant agrees to
pay to the Landlord as rent for said leased premises, monthly installments, as
follows:


 


	
  From September 30, 1996 through
  November 15, 1996

  	
   

  	
  $

  	
  13,712.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From November 16, 1996 through
  December 31, 1996

  	
   

  	
  $

  	
  25,683.00

  	
   

  	
  per month 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From January 1, 1997 through
  December 31, 2001

  	
   

  	
  $

  	
  80,456.00

  	
   

  	
  per month 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From January 1, 2002 through
  December 31, 2006

  	
   

  	
  $

  	
  88,526.00

  	
   

  	
  per month 

  



 


Each installment shall be payable in advance on the 1st day of each and
every calendar month during the term hereof, commencing on September 30,
1996, in lawful money of the United States of America, which the Tenant agrees
to pay to Landlord without deduction or offset, prior notice or demand at the
office of the building or such places as the LANDLORD may designate.  Said rent is subject to increases as provide
in Articles 20, 36 and as otherwise hereinafter provided.  In the event the actual commencement date of
this lease should fall on other than the 1st day of a calendar month, then the
rental for the first and last month of the lease term will be prorated on a
calendar month basis.  Parking charges
are payable as additional rent.


 


3.  SUBLEASE AND ASSIGNMENT.
Neither Tenant, nor Tenant’s legal representatives or successors shall
mortgage, encumber, assign or transfer this lease or sublease, or use or occupy
or permit the demised premises or any part thereof to be used or occupied by
others, without the prior written consent of Landlord in each instance, which
consent shall not be unreasonably withheld or delayed in accordance with the
express terms and conditions of this Articles. 
Any such mortgage, encumbrance, sublease or assignment or permission
without such consent shall be voidable, at the option of Landlord and at the
option of Landlord shall terminate this lease. 
If the demised premises or any part thereof be occupied by any party
other than Tenant, without Landlord’s consent. 
Landlord may at its option, collect rent from the occupant and apply the
net amount collected to the rent herein reserved but no such occupancy or
collection shall be deemed a waiver of the conditions of this Article or
the acceptance of the occupant as Assignee or Subtenant or a release of Tenant
from the further performance by Tenant of the obligations on the part of Tenant
under this lease.


 


No sublease or assignment may become effective unless and until Tenant
has given Landlord at least thirty (30) days prior written notice of such
proposed bonafide sublease or assignment, such notice to be received by
Landlord at least thirty (30) days prior to the proposed commencement date of
such proposed sublease or assignment. 
Said notice shall state and include the following: the name of the
proposed transferee; the status of the proposed transferee either as, an
individual, partnership, corporation or the like: the present business address
of the proposed transferee; a present financial statement of the proposed
transferee; the stated use or purpose and business to be conducted under the
proposed sublease or assignment; the proposed commencement and termination date
of such proposed sublease or assignment: and whether all or portion of the
leased premises is proposed to be subleased under such proposed sublease.


 


Tenant may sublease or assign all or a portion of the demised premises
only upon the obtaining of Landlord’s written consent and subject to the
following express conditions: A. That Tenant does not sublease or assign to
more than a reasonable number of transferees which number shall be subject to
Landlord’s approval; B. That each transferee shall be subject to the prior
written approval of Landlord which approval shall not be unreasonably withheld,
conditioned or delayed, but without limiting the generality of the foregoing,
it shall be reasonable for Landlord to deny such approval if: (1) The use to be
made of the demised premises by the proposed transferee is (a) not generally
consistent with the character and nature of all other tenancies in the Building
or with Landlord’s leasing policy, or (b) a use which conflicts with any so called
“exclusive” then in favor of another tenant of the Building or of any of
Landlord’s other Buildings which are in the same complex as the Building, or
(c) any use which is the same as that stated in any percentage lease to another
tenant of the Building or any of Landlord’s other Buildings which are in the
same complex as the Building or (d) a use which would be prohibited by any
other portion of


 

















 


this lease (including but not limited to any rules and regulations then
in effect); or (2) The character, moral stability, reputation and financial
responsibility of the proposed transferee is not reasonably satisfactory to
Landlord or in any event not at least equal to those which were possessed by
Tenant as of the date of execution of this lease; C. That in no event shall the
term of such sublease or assignment be for a longer period than the unexpired
term of this lease; D. That each sublease or assignment shall expressly provide
that it is subject and subordinate to this lease; E. That Tenant shall pay to
Landlord, Landlord’s then standard processing fee, which as of the date of
execution of this Lease is currently the sum of $1,000.00; F. That the proposed
transferee shall execute an agreement on Landlord’s then standard form pursuant
to which it shall agree to perform faithfully and be bound by all of the terms,
covenants, conditions, provisions and agreements of this lease for the period
covered by the sublease or assignment to the extent of the space subleased; G.
That an executed duplicate original of each sublease or assignment and
assumption agreement in a form acceptable to Landlord, together with all sums
due, shall be delivered to Landlord within five (5) days after the execution
thereof and any such sublease or assignment shall not be binding upon Landlord
until the delivery of the foregoing to Landlord and the execution and delivery
of Landlord’s consent thereto and; H. That Landlord shall have the right upon
written demand to require the transferee to pay the rent under the sublease or
assignment directly to the Landlord and/or to require Tenant to pay to Landlord
a sum equal to (i) fifty per cent (50%) of any rent or other consideration paid
to Tenant by any transferee which is in excess of the rent then being paid by
Tenant to Landlord (to the extent of, and as apportionable to space sought to
be subleased) pursuant to the terms of this lease, after reduction for the
reasonable and necessary direct costs actually incurred by Tenant to obtain the
sublease or assignment such as e.g., any brokerage fee and remodelling costs,
but with no reduction for any indirect costs, such as e.g., rent and expenses
paid by Tenant while the space sought to be subleased or assigned is vacant,
and (ii) fifty per cent (50%) of any other profit or gain realized by Tenant
from any such subleasing.  All sums
payable hereunder by Tenant shall be paid to landlord as additional rent
immediately upon receipt thereof by Tenant. 
Any such rent, profit, gain or other consideration, or sum equal to
same, as set forth herein, not so paid to Landlord as herein required, shall be
and is deemed to be held and retained by Tenant in trust for the sole benefit
of Landlord, and, whether actually held or retained by Tenant or not, shall be
and is deemed to be held and retained by Tenant in trust for the sole benefit
of Landlord, and whether actually held or retained by Tenant or not, shall be
chargeable to Tenant and payable to Landlord upon demand.  Any failure or refusal by Tenant to pay
Landlord same shall constitute a default and material breach of the terms,
covenants and conditions of this lease subjecting Tenant to all the rights and
remedies of Landlord under this lease and applicable law.


 


The consent by Landlord to a sublease or assignment shall not in any
way be construed to relieve Tenant or the transferee from obtaining the express
consent in writing of Landlord to any further transfer.  Any further transfer shall require the
written consent of Tenant and any previous transferee except that Tenant and
any transferee hereunder expressly waive their right to consent to any further
transfer of the premises on their behalf by Landlord.  The consent by Landlord to a sublease or assignment shall not in
any way be construed to release Tenant from any liability whether past, present
or future under this lease or to release Tenant from any liability under this
lease because of Landlord’s failure to give notice of default under or in
respect to any of the terms, covenants, conditions, provisions or agreements of
this lease.  Notwithstanding the consent
of Landlord to an assignment or sublease, Tenant shall remain liable for
payment of all bills rendered by Landlord for the rent and other charges
incurred by the transferee for services and materials supplied to the demised
premises.  If Tenant is a corporation
which, under the then current guidelines published by the Commissioner or
Corporations of the State of California, is not deemed a public corporation, or
if Tenant is an unincorporated association or a partnership, the transfer,
assignment, or hypothecation of any stock or interest in such corporation,
association or partnership in excess of twenty-five (25%) percent shall be
deemed a proposed transfer within the meaning of this Article, including the
requirement of obtaining Landlord’s prior written consent.  Landlord
hereby consents to the assignment, subletting, or transfer of this lease by
Tenant to any corporation resulting from a consolidation, or to the surviving
corporation in case of a merger, to which consolidation or merger Tenant shall
be a party, or to any bank acquiring all or substantially all of the assets of
Tenant, or to any corporation resulting from a reorganization of Tenant.


 


4.  EXPIRATION.   If
Tenant shall hold-over after the expiration of the lease term with the written
consent of Landlord, such holding shall be construed to be a tenancy only from
month-to-to-month, but otherwise in accordance with the terms and conditions
hereof insofar as they are applicable, but Tenant shall pay the rate Landlord
is then offering to prospective tenants for the herein demised premises for
such further time as Tenant may hold the same; but nothing in this
Article shall be construed as consent by Landlord to the occupancy or
possession of the demised premises by Tenant after the expiration of the term
hereof.  If Tenant holds over after the
termination of this lease without express written consent of the Landlord,
Tenant shall pay to Landlord rent at the rate landlord is then offering to
prospective tenants for the herein demised premises (but in no event less than
two times the monthly rental which was payable for the last month of the lease
term), plus sums payable under Article 20 and other sums payable as rent
under this lease for the period during which Tenant retains possession of the
premises.  Nothing herein shall be
construed as a waiver of any of the Landlord’s rights or remedies to recover
possession of the demised premises. 
Tenant shall be liable to Landlord for any and all reasonably related
damages suffered by Landlord including but not limited to any damages to the
demised premises and any lost rentals, profits or leases suffered because of
Tenant’s holdover of the premises without the written consent of the
Landlord.  This lease shall terminate on
the date set forth without the necessity of notice from either party.


 


5.


 


6.  AUTOMOBILE PARKING.  
A. Invitee Parking. Automobile parking subject to availability,
shall be extended to Tenant’s invitees, in common with the invitees of other
tenants, at reasonable parking rates and upon other conditions established by
Landlord from time to time in the parking area where designated by
Landlord.  During the first five (5)
years of the initial Lease Term, Landlord shall issue transient parking
validations to Tenant allowing its retail banking customers and invitees to
park on a transient basis at 80% of the then current posted validation
rate.  As of the date of execution of
this Lease, the current posted validation rate is $2.40 for each 20 minutes or
portion thereof.  After the first five
(5) years, Tenant shall pay the full amount of the then current


 


2

















 


posted validation rate for transient parking [ILLEGIBLE]. Landlord
reserves the sole right and option as to [ILLEGIBLE] 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 area to Tenant.  This right to park 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 employees or invitees.


 


B.  Employee Parking.  Commencing January 1, 1997 and on the
1st day of each month thereafter, Landlord will issue Tenant monthly parking
permits for one hundred (100) automobiles at a discounted rate of $95.00 per
car per month.  Tenant shall pay
Landlord in advance on the 1st day of each and every calendar month during the
Term hereof, commencing on January 1, 1997, in lawful money of the United
States of America, the lump sum of $9,500.00 per month as additional Rent for
said parking permits, without deduction or offset for any reason including
whether the entire amount of authorized automobiles is being parked at any
time, and without prior notice or demand; provided that the aforesaid lump sum
rental rate of $9,500.00 per month is subject to increase by an additional
$500.00 on the 1st day of January of each year during the Lease Term (so
that during the tenth year of the Lease Term Tenant shall be paying at the rate
of $140.00 per authorized automobile); provided further that in no event shall
Tenant be required pay at a rate per authorized automobile in excess of Landlord’s
posted parking rate at any time during the Lease Term.  Parking for any additional automobiles in
excess of the authorized one hundred shall be subject to the availability of
space and paid for at the Landlord’s posted parking rate.


 


C.   General.  All parking shall beon a non-reserved,
self-park basis in a combination of single and tandem spaces in accordance with
the procedures and directives of Landlord’s parking operator as issued from
time to time to ensure the efficient and economical operation of the parking
garage facility.  Parking shall be in
common with other tenants and invitees during normal building business hours in
the parking area inside the City National Bank Building or within a reasonable
distance from said building.  The location
for such parking may be as designated by the Landlord from time to time, but
the Tenant shall not be entitled to have any specific parking stall or stalls
designated for the Tenant’s exclusive use. 
All parking shall be pursuant to the terms and considitons of the
Supplementary Parking Agreement, attached hereto as Exhibit “B” and
incorporated herein by this reference as if set forth in full.  Timely payment of the consideration herein
provided shall expressly be a condition precedent to the Tenant’s continuing
right to exercise the parking rights under this License.


 


7.   ALTERATIONS-FIXTURES.   The demised premises shall not be altered,
repaired or changed without the written consent of Landlord first had and
obtained, except that Tenant shall have the right to perform non-structural,
cosmetic remodelling improvements of the Premises which does not affect the
Building systems (as hereinafter defined) or substantially alter the layout of
the Premises up to a total expenditure which does not exceed the sum of
$15,000.00 for any or all of such improvements within any twelve (12) month
period, without Landlord’s prior written consent.  All such alterations, improvements or changes shall be at the
sole cost of Tenant, and Tenant shall hold Landlord and the demised premises
harmless and free from any lien or claim therefore and all other liability,
claims and demands arising out of any work done or material supplied to the
demised premises at the instance of Tenant, and from all actions, suits and
costs of suit by any person to enforce any such lien or claim of lien,
liability, claims or demands, together with the costs of suit and attorney’s
fees incurred by Landlord in connecting therewith.  Tenant shall cause any mechanic’s lien or other lien filed
against the demised premises or the building of which the demised premises are
a part to be released and removed within ten (10) days of such filling either
by the satisfaction of such lien or by the posting of a bond.  Landlord may impose, as a condition of such
consent, such requirements as Landlord in its sole and reasonable discretion
may deem reasonable and desirable, including, but not limited to, the
requirement that Tenant utilize for such purposes only contractors, materials,
mechanics and materialmen approved by Landlord, and the requirement that Tenant
shall furnish Landlord with a Completion Bond prior to the commencement of any
work, Tenant shall construct such improvements, alterations or repairs in
conformance with any and all applicable rules and regulations of any Federal,
State, County or Municipal code or ordinance. 
In any event, Landlord’s contractor shall perform all mechanical,
electrical, plumbing, air conditioning, permanent partition and ceiling tile
work (hereinabove referred to as the “Building systems”).  Tenant agrees to give Landlord written
notice of the commencement date of any alterations, improvements or repairs to
be made in, to or upon the premises not later than fifteen (15) days prior to
the commencement of any such work, in order to give Landlord time to post
notices of non-responsibility.  In the
event any construction, alteration, decorating or repair work (including any
engineering or architectural services or consultants employed by Landlord
relative to tenant’s alterations or improvements) is performed by Landlord’s
contractor, the charges for such work shall include an administrative fee for
Landlord’s administration of the work in the amount of 20% of the contract
sum(s) on each project administered by Landlord at a cost of $10,000.00 or
less, and 15% of the contract sum(s) on each project administered by Landlord
costing more than $10,000.00.  All
charges for work performed by Landlord’s contractor shall be deemed additional
rent under this lease, payable in advance prior to commencement of
construction.  All such alterations,
repairs, additions or improvements (including any alterations, repairs,
additions or improvements installed during Tenant’s prior occupancy of the
demised premises pursuant to any previous lease, sublease or otherwise, and
including but not limited to the bank vault, vault door and pedestrian
escalator installed between Suite 100 and the 2nd Floor Premises), shall,
unless otherwise provided by written agreement, become the property of Landlord
and shall remain upon and be surrendered with the premises upon the expiration
of this lease or any sooner termination thereof; provided that upon expiration
or termination of this Lease, Landlord shall have the right and option by
written notice to Tenant to require Tenant at its sole cost to remove any of
the alterations, repairs, additions or improvements installed by or for Tenant
and repair any damage to the Premises occasioned by such installation or
removal and restore the Premises to original condition, normal wear and tear
excepted.


 


At the expiration of the term of this lease and provided that Tenant is
not in default hereunder, all Tenant’s free-standing personal property not
attached to the demised premises may be removed by Tenant, at Tenant’s sole
expense, provided, however, Tenant shall pay for any damages caused to the
demised premises by the removal of said items, so that after the removal of
said items, the demised premises will be in the same condition as at the time
prior to the said installations, if any, reasonable wear and tear
excepted.  In any event, at the sole
option of Landlord, Tenant at its expense, must remove said items and repair
any damage to the premises occasioned by said installation and/or removal and
restore the premises to original condition. 
If Tenant shall fail to complete such removal or restoration and repair
such damage, Landlord may do so and charge the reasonable cost thereof to
Tenant which sum shall be deemed additional rent hereunder and shall be due and
payable from Tenant to Landlord within ten (10) days after Landlord has
rendered to Tenant a written statement therefor.  Any improvements, equipment or personal property not removed by
Tenant from the premises upon the end of the term shall be conclusively
presumed to have been abandoned by tenant, and the cost of removal, storage
and/or sale of same shall be deemed additional rent hereunder, payable from
Tenant to Landlord in the same manner as provided above with respect to
restoration charges.  Any tenant
improvements for which an allowance is given by Landlord to Tenant and all
carpeting and/or window coverings installed in the premises shall become part
of the realty and become the property of Landlord and remain in the demised
premises upon expiration or sooner termination of the lease or Tenant’s
vacating or abandonment of the demised premises.


 


The provisions of Articles 28 and 39 are
incorporated herein by this reference as if set forth in full.


 


8.  ETHICS.  If 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.


 


3

















 


9.  UTILITIES.  Landlord agrees to supply for
standard desk-furnished business offices, during the usual building business
hours on business days, reasonable amounts of domestic water for drinking
purposes, heat, air-conditioning, and electric current for lighting purposes
and power for a reasonable number of fractional horsepower office machines,
together with Landlord’s standard janitorial services five times each week,
Saturdays, Sundays and recognized legal holidays excepted.  Landlord shall not supply any janitorial
services or cleaning for any plumbing fixtures located in the demised
premises.  Tenant shall have the
obligation and responsibility for cleaning and maintaining any such plumbing
fixtures.  Landlord shall provided the same services, maintenance and repairs for
the demised premises at Landlord’s cost as Landlord provides to the other
office space tenants  in the building
(as distinguished from ground-floor tenants).


 


Tenant will not, without the written consent of Landlord, use any
office equipment in the premises using current in excess of 110 volts, or which
will in anyway generate heat or increase the amount of electricity, water or
air-conditioning usually furnished or supplied for use of the premises as
general office space; nor connect any apparatus or device for the purposes of
using electric current except through existing electrical outlets or for the
use of water except with existing water pipes in the premises.  If Tenant requires water or electric current
in excess of that usually furnished or supplied for use of the premises as
general office space, Tenant shall first procure the consent of Landlord, which
Landlord may refuse, to the use thereof and Landlord may cause a water meter or
electric current meter to be installed in the premises, to measure the amount
of water and electric current consumed for any such other use.  The cost of any such meters and of
installation, maintenance and repair thereof shall be paid for by Tenant and
Tenant agrees to pay Landlord promptly upon demand therefor by Landlord for all
such water and electric current consumed as shown by said meters, at the rates
charged for such services by the City of Los Angeles or the local public
utility, as the case may be, for furnishing the same, plus any additional
expense incurred in keeping account of the water and electric current so
consumed.


 


In the event Tenant utilizes of consumes utilities or services after
usual building business hours or in amounts which are appreciably in excess of
those utilized or consumed by the average office tenants in the building.  Tenant shall reimburse landlord, as
additional rent, upon receipt of demand therefor, the cost of such excess
consumption.  In the event Tenant
utilizes heating, air conditioning or fan service after normal building business
hours, Tenant shall reimburse Landlord its then current building standard rate
for such services.   As of the date of
execution of this Lease, Landlord’s current building standard rates for these
services are: for heat or air conditioning — $175.00 per hour; for fan service
— $75.00 per hour.


 


Landlord agrees to supply, for any storage areas leased hereunder,
during usual building business hours on business days, reasonable amounts of
electric current for lighting purposes only. 
Landlord shall have no obligation to supply to storage areas, water,
heat, air-conditioning or electric current for any purposes other than
lighting.


 


The normal building business hours are from 6:00 A.M. to 6:00 P.M.,
Monday through Friday, recognized legal holidays excepted.  At any time during the term of this lease,
normal building business hours for the furnishing of any utilities or services
to the Building may be curtailed by Landlord without abatement of rent, due to
any Energy or Natural Resource Conservation Act now or hereinafter enacted or
the directive of any Energy or Natural Resource Agency or any other similar or
dissimilar statute or directive of any federal, state or other governmental, or
quasi-governmental agency, or public utility, or any other entity vested with
the power to regulate utilities or services.


 


10.  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 prepaid, either by ordinary, registered or certified mail, and
addressed to Tenant at 400 North Roxbury
Drive, Beverly Hills, California
90210, with a copy addressed to the attention of the Senior Vice-President –
Corporate Premises, at the same address.  Said notice shall be deemed effective upon deposit in any public
depository of the United States mail. 
If there be more than one tenant, then notice to any of them shall
constitute notice to all and notice from any of them shall constitute notice
from all.  If Tenant be a corporation,
then such service upon any employee shall constitute service upon the
corporation and in this regard Tenant specifically waives any rights as to
methods of service as set out in Sections 1161 and 1162 of the California Code
of Civil Procedure.  Tenant hereby
waives all other methods of notice prescribed by the Codes of California.


 


Any notice desired to be served on Landlord by Tenant must be sent by
prepaid United States registered or certified mail to Landlord at 9100 Wilshire
Boulevard, Suite 404, Beverly Hills, California 90212, or at such other place
as Landlord may from time to time designate in writing.


 


11.  INSURANCE. 
Tenant shall at its sole expense, procure and maintain comprehensive
public liability insurance naming Landlord as an additional insured for the
demised premises during the term of this lease in minimum amounts of
$1,000,000.00 combined single limit. 
Tenant shall furnish Landlord with evidence of such insurance, in a form
satisfactory to Landlord, which shall provide that the coverage shall not be
canceled or reduced without ten (10) days prior written notice to
Landlord.  The parties to this lease shall each procure an appropriate clause in,
or an endorsement on, any policy of fire or extended coverage insurance
covering the premises and the building of which the premises are a part, and
the improvements, furniture, fixtures, and equipment located in or on the
premises, pursuant to which the insurance companies waive subrogation or
consent to a waiver of right of recovery, and having obtained such clauses or endorsements
of waiver or subrogation or consent to a waiver of right of recovery, each
party hereby agrees that it shall not make any claim against or seek to recover
from the other for any loss or damage to its property, or the property of
others, including consequential loss or damage resulting from fire or other
hazards covered by such fire and extended coverage insurance including
negligent acts.


 


12.  RIGHTS OF LANDLORD. 
Landlord reserves the following rights: (a) upon prior notice to Tenant,
to change the address and/or name of the building without 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 anyone the exclusive right to conduct
any particular business or undertaking in the building in which the demised
premises are situated; (e) to enter the demised premises at anytime whether or
not Tenant is present to admit Landlord for inspections, repairs, alterations
or additions to the premises or the building in which the premises are situated
for window cleaning and janitorial services, 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 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 Tenant on account thereof; (f) at any time, and from
time to time, whether at the instance of Landlord or pursuant to governmental
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 demised premises.  Without limiting the generality of the
foregoing rights, Landlord shall specifically have the right to remove, alter,
improve or rebuild the lobby and all other public and rentable areas of the
building as the same are 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 demised premises or the building or any
adjacent or nearby buildings, land, street or alley, all claims against the
Landlord for any and all such liability being hereby expressly released by
Tenant, unless caused by Landlord’s or its agents negligence or willful misconduct.  In connection with making repairs,
alterations, decorating, additions or improvements under the terms of this
Article, Landlord shall have the right to access through the demised premises,
as well as the right to take into and upon and through said premises or 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, or temporarily to abate the operation
of such facilities, without being deemed or held guilty of an eviction of
Tenant and without liability for damages to


 


4

















 


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 Tenant or the customers of Tenant.  The rent reserved herein shall in no way abate while said
repairs, alterations, decorating, additions or improvement 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 Tenant. 
However, all such work shall be done in such manner as to cause Tenant
the least inconvenience practicable. Landlord reserves and shall have the right
to enter upon the demised premises for the purpose of posting and maintaining
such notices on the premises as may be necessary to protect Landlord against
mechanic’s, materialmen’s or other liens and any other notices that may be
proper and necessary.


 


13.  DESTRUCTION-FIRE OR OTHER CAUSE.  If said building shall be totally destroyed,
this lease shall thereupon terminate. 
If said building or demised premises shall be damaged by fire,
earthquake, or any other cause without fault or neglect of Tenant, so that the
leased premises become untenantable, then, if the leased premises cannot be
made tenantable within one hundred twenty (120) working days from the date of
such damage, this lease may be terminated by Landlord in the event the leased
premises cannot be made tenantable within one hundred eighty (180) days, this
lease may be terminated by either party. 
In any case where the leased premises are rendered partially and
permanently untenantable by fire, earthquake, or other cause without the fault
or neglect of Tenant, the monthly rental shall be adjusted in the proportion
that the rental value of the untenantable portion of the demised premises bears
to the rental value of the whole thereof. 
In any case, where the leased premises are rendered partially but only
temporarily untenantable by the aforementioned causes, there shall be no
abatement of rental.


 


14.  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 demised premises, Landlord or its assigns
shall have the right to repossess the demised 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, Landlord shall, in lieu of any and
all claims for damages, allow Tenant a credit on Tenant’s rent in the
proportion that the rental value of the space taken bears to the rental value
of the whole of the demised premises; provided, however, that if the space
taken is of  such an amount or size as
to make the remaining space unusable to Tenant, then Landlord, upon thirty (30)
days’ written notice from Tenant, will endeavor, if available, to furnish
Tenant with comparable space elsewhere in the building and to place Tenant in
such new space, and this lease and each and all of the terms, covenants and
conditions thereof shall thereupon remain in full force and effect and be
deemed applicable to such new space; provided, however, that if 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.)


 


15.  EMINENT DOMAIN. 
Should Landlord, at any time during the continuance in force of this
lease, be deprived of the building in which the demised premises are situated,
or any part thereof, or any part of the land on which the building or
appurtenances are 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.  Should Tenant, at any time
during the continuance in force of this lease, be deprived of the demised
premises or any substantial part thereof preventing Tenant from using the
remainder of the Premises for the purposes intended under this Lease, by
condemnation or eminent domain proceedings, this lease shall terminate, at
Tenant’s option, on the date when Tenant is actually deprived of possession of
the Premises, or said substantial part thereof, and thereupon the parties
hereto shall be released from all further obligations hereunder.  Upon the termination of this Lease as
aforesaid, 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 demised premises or the
termination of this lease, and said Tenant does hereby waive, renounce and
quit-claim to Landlord any right in any to any award, judgment, payment or
compensation which shall or may be made or given because of the taking of said
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 Landlord, except that Tenant shall have the right to file a separate
claim to recover the value of its personal property in the eminent domain
proceedings.


 


16.  USE OF BUILDING. 
Tenant shall not be allowed to use the name of the building in which the
demised premises are located or words to that effect, in connection with any
business carried on in said premises (except as Tenant’s address) without
written consent of Landlord.  Tenant
shall not engage in any advertising whatsoever, which in any way shall
adversely affect the character of the building of which the demised premises
are a part.  Tenant further covenants and agrees not to suffer or permit said
premises, or any part thereof to be used in any manner that will injure to
impair the structural strength of said building, and not to suffer or permit to
be installed in said premises, any machinery or apparatus, the weight of
vibration of which will tend to injure or impair the structural strength of
said building.


 


17.  SUCCESSORS.  Subject to the aforementioned restrictions on assignment of this
lease on the part of Tenant, the words “Landlord” and “Tenant” as used herein
include, apply to, and bind and benefit the heirs, executors, administrators,
assigns and successors of Landlord and Tenant. 
In the event of any change of name, Tenant agrees to furnish Landlord
with a change of business or corporate name with appropriate supporting
documentation.


 


18.  CO-TENANTS. All persons comprising Tenant, together with
all assignees and Subtenants, should Landlord elect to treat said assignees and
Subtenants as Tenants, are to be held and hereby agree to be held jointly and
severally responsible for the payment of rent and the faithful performance of
all the terms, covenants and conditions of this lease.  Landlord shall have the right to proceed
against any person liable under this lease without the necessity of first
proceeding against any other person and without first pursuing any other
remedy.  Payment or refund by Landlord
to any person who is one of the Tenants hereunder of any sums, including but
not limited to the security deposit due under this lease, shall constitute
payment or refuse to any persons comprising Tenant.


 


19.  NON-LIABILITY OF LANDLORD.  Except in the event of Landlord’s negligence or willful
misconduct, Landlord shall not liable to Tenant, or to any other person or
persons whomsoever, and Tenant hereby waives any and all claims for any damages
to the leased premises or for or on account of any loss, damage, theft, injury
to any person or property in or about said premises, or the building of which
the demised premises are a part, or the approaches


 


5

















 


or entrances thereto, or on the streets, [ILLEGIBLE], parking areas or
corridors thereof, caused or occasioned by said premises being out of repair,
by defects in said building or said premises or equipment contained therein,
including but not limited to, any security system located in or about the
demised premises whether or not installed by Landlord, or by the failure to
keep the same in good order and  repair,
or by fire, gas, water, electricity, failure or malfunction of the
air-conditioning, or by the breaking, overflowing or leaking of roofs, pipes,
or walls of said building, or for any other damage or injury caused by any acts
or events whatsoever beyond the control of landlord, including, but not limited
to, the acts and omissions of other Tenants and invitees of the building.  Landlord shall not be liable and Tenant hereby
waives all claims for damages that may be caused by Landlord in re-entering and
taking possession of the premises as herein provided.


 


20.  INCREASE OF TAXES AND OPERATING COSTS. Tenant shall pay
all taxes assessed during the term of this lease against Tenant’s personal
property and trade fixtures and against tenant improvements which exceed the
building standard tenant improvements whether installed by Landlord or by
Tenant, or in Tenant’s possession in, upon or about the demised premises.  Tenant shall also pay gross receipts tax or
any excise or other taxes or licenses on or measured by or allocable to the
rent payable hereunder (whether charged to Landlord or to Tenant, or to either
or both of them, and whether or not now customary or within the contemplation
of the parties hereto).  In the event
any such taxes or licenses shall be or have been imposed against the Landlord
or the real property of which the demised premises forms a part, then the
amount of such taxes shall be paid by Tenant, as additional rent upon demand
for payment by Landlord.  Said sum shall
be payable in advance in equal monthly installments based upon Landlord’s
estimate of the total amount due.  Said
estimated monthly payments shall be adjusted annually to the actual tax or
license due by payment by Tenant or credit by Landlord of any difference.


 


If, (a) in any property tax fiscal year during the term of this lease
Taxes shall be increased above the Taxes for the base fiscal year, and/or (b)
if in any calendar year during term of this lease Operating Costs shall be
increased above those in effect during the base year, both as hereinafter
defined, Tenant shall pay to Landlord, upon receipt of a statement therefor and
in the manner hereinafter set forth, as additional rent, 24.82% of the amount of such increase in
Taxes and 24.82% of the amount of
increase in Operating Costs.


 


A.  Definitions.  (1) “Taxes” shall mean taxes and
assessments upon or with respect to the building of which the demises premises
forms a part, ancillary parking facilities servicing the building, and land
upon which they are located including but not limited to drive-ways, landscaped
areas and courtyard entrance areas (in this Article collectively referred
to as the “land and/or improvements”), imposed by Federal, State or local
governments.  If, because of any change
in the method of taxation of real estate, any tax or assessment is imposed upon
Landlord or upon the owner of the land and/or improvements, or upon or with respect
to the land and/or improvements or the rents or income therefrom, in
substitution of or in lieu of any tax or assessment which would otherwise be a
real estate tax, such other tax or assessment shall be deemed to be a real
estate tax.  In case there shall be a
reduction of the assessed valuation on the land and/or improvements for any
fiscal year which affects the taxes in any year for which a rent adjustment
shall have been made, the rent adjustment shall be recalculated on the basis of
the revised assessed valuation and Landlord will credit against the rent next
becoming due from Tenant such sums as may be due to Tenant by reason of the
recalculation, less the expenses and costs incurred in effecting such
reduction, including but not limited to attorneys fees, Property Tax
Consultants fee, and other professional fees provided that such rent adjustment
shall not reduce the rent payable hereunder below the basic monthly rent
payable as set forth in Article 2 of this lease.  During the first five (5)
years of the Lease Term, “Taxes” shall not include any increase in property
taxes resulting from any transfer or conveyance of the realty of which the
demised premises forms a part or from any transfer or conveyance of any
ownership interest in any entity owning said realty or any part thereof. During
the last five (5) years of the lease Term, “Taxes” shall include any
property taxes resulting from any transfer or conveyance of the realty of which
the demised premises forms a part or from any transfer or conveyance of any
ownership interest in any entity owning said realty or any part thereof, even if said transfer or conveyance occurs during the
first five (5) years of the Lease Term. (2) “Operating Costs” shall
mean (a) wage and labor costs applicable to persons engaged in the management,
operations, maintenance, overhaul, improvement or repair of the land and/or
improvements, whether said persons be employed by Landlord or by an independent
contractor, with whom Landlord shall have contracted or may contract for such
services.  It is hereby understood that
any increase or decrease in the hours of employment or the number of paid
holidays, or vacation days, social security taxes, unemployment insurance taxes
and the costs, if any, of providing disability, hospitalization, medical
welfare, pension, retirement or other employee benefits imposed by law or by
any collective bargaining agreement, or any voluntary employee benefit plans,
applicable with respect to such employees, shall correspondingly affect the
wage and labor costs; and (b) cost of utilities, fuel, supplies, all insurance,
service contracts, improvements (excluding the interior of tenant spaces) of or
on the land and/or improvements, amortized over the useful life of such
improvements in accordance with generally accepted accounting principles; and
(c) such other items as are customarily included in the cost of managing
(including but not limited to management fees), operating (including but not
limited to ground rent), maintaining (including but not limited to cleaning and
janitorial services), overhauling, improving and repairing the land and/or
improvements in accordance with generally accepted accounting or management
principles or practices.


 


Notwithstanding anything to the contrary in the definition of
‘Operating Costs’, Operating Costs shall not include the following:


 


(i)  Any ground lease rental (but rental and other access
fees on the access tunnel to the Pershing Square Garage are included in
operating costs);


(ii)  Capital expenditures required by Landlord’s failure to
comply with laws enacted on or before the date the Building’s Temporary
Certificate of Occupancy is validly issued;


(iii)  Costs incurred by Landlord with respect to goods and
services (including utilities sold and supplied to tenants and occupants of the
Building) to the extent that Landlord is entitled to reimbursement for such
costs;


(iv)  Costs incurred by Landlord for the repair of damage to
the Building to the extent that Landlord is reimbursed by insurance proceeds;


(v)  Costs, including permit, license and inspection costs,
incurred with respect to the installation of tenant improvements made for new
tenants in the Building or incurred in renovating or otherwise improving,
decorating, painting or redecorating vacant suites for tenants or other
occupants of the Building;


(vi)  Depreciation and amortization (except as otherwise
provided herein to be includable in operating expenses);


(vii)  Leasing commissions, attorneys’ fees, and other costs
and expenses incurred in connection with negotiations or disputes with present
or prospective tenants or other occupants of the Building;


(viii)  Wages incurred in connection with the operation of
the parking structure;


(ix)  Costs of a capital nature, including without
limitation, costs incurred by Landlord for alterations which are considered
capital improvements, (but capital repairs and capital replacements, and
capital equipment and capital tools purchased by Landlord to enable Landlord to
supply services Landlord might otherwise contract for with a third party, shall
be included in operating expenses in accordance with generally accepted
accounting principles, consistently applied);


(x)  Expenses in connection with services or other benefits
which are not provided to Tenant or for which Tenant is charged for directly or
which are selectively provided to another tenant or occupant of the Building;


(xi)  Interest, points and fees on debt or amortization on
any mortgage or mortgages encumbering the Building or the land on which the
Building


 


6

















 


is located;


(xii)  Expenses and costs not
normally, in accordance with generally accepting accounting principles,
included in Operating Costs by landlords of first-class institutional office
Buildings;


(xiii)  Advertising and
promotional expenditures;


(xiv)  Any bad debt loss, rent
loss, or reserves for bad debts or rent loss;


 


The following shall also be excluded from the taxes and operating
costs:  Federal and State income taxes
imposed on Landlord’s net income and any and all costs of any expenses to
procure tenants for the building, including but not limited to brokerage
commissions, legal fees, and remodeling costs of suites. (3) “Base Year” shall
mean (a) for computation of Tax increases, the fiscal tax year ended
June 30th, 1997, and (b) for
computation of Operating Cost increases, the calendar year 1997. (4) “Subsequent Year” shall mean
each and every tax or calendar year, as the case may be, following the base
year failing wholly or party within the term of this lease.


 


B.  Statements for TENANT. 
On or about the 1st day of April, in each and every Subsequent Year, and
within ninety (90) days after the expiration or earlier termination of the term
of this lease, Landlord will furnish to Tenant a comparative statement which
shall show a comparison of all pertinent costs, either actual or estimated, and
information applicable to the Taxes in the Base Year and in the current tax
year and applicable in Operating Costs in the Base Year and in the calendar
year preceding the year in which the comparative statement is submitted, and
the amount, if any, of the increased in Taxes and Operating Costs and the
amount thereof to be paid by Tenant.  In
the event that the Building is not at least ninety-five percent (95%) occupied
during any Base Year or Subsequent Year, then the costs for such year, either
actual or estimated, shall be adjusted and increased to reflect what expenses
would have been, had such occupancy been ninety-five percent (95%) during such
entire year.  The failure of Landlord to
furnish a comparative statement for any year in accordance with this Paragraph
B shall be without prejudice to the right of Landlord to furnish comparative
statements in subsequent years.  In the
event that Landlord shall, for any reason, be unable to furnish a comparative
statement on or about April 1st of any year, or within ninety (90) days
after the expiration or earlier termination of this lease, Landlord may furnish
such statement as soon thereafter as practicable, with the same force and effect
as a comparative statement would have had, if delivered as aforesaid.


 


C.  Payment of Increase in Rent.  (1) The payment of any additional rent on account of Taxes and
Operating Cost increase, pursuant to the provisions of this Article 20
shall be made as follows:  On the first
day of the month following the furnishing of a comparative statement, Tenant
shall pay to landlord as additional rent (a) a sum equal to 1/12th of Tenant’s
share of tax increase multiplied by the number of months then elapsed from the
date commencing with the 1st day of the current fiscal tax year up to the date
of the comparative statement (less and payments made in advance under the last
previous comparative statement submitted, if any) plus (b) a sum equal to
1/12th of Tenant’s share of Operating Costs increase multiplied by the number
of months then elapsed from the date commencing with the first day of the
preceding calendar year up to the date of the comparative statement (less any
payments made in advance under the last previous comparative statement
submitted, if any), plus (c) in advance, 1/12th of such share of both Tax and
Operating Cost increases with respect to the then current month, and each month
thereafter as additional rent until a different comparative statement shall be
submitted as above provided. (2) When the next comparative statement is
submitted by Landlord to Tenant, in the event than such comparative statement
shall show an increase in Taxes and/or Operating Costs which shall be different
from the increase paid or which was to be paid in advance under the last
previous comparative statement, then the additional rent that had been or was
to be paid in advance on account of Taxes and Operating Cost increases, shall
be increased or decreased accordingly. (3) The additional rent due to Landlord
or any credit due to Tenant, as disclosed by the comparative statement
furnished Tenant, shall be paid or credited within Ten (10) days after the
furnishing of such comparative statement. (4) In the Event Tenant should
dispute any cost items in any comparative statement furnished by Landlord
pursuant to this Article, Landlord and Tenant specifically agree that provided
Tenant is not otherwise in default in the payment of the basic monthly rent
under this lease and Tenant first deposits with Landlord the total sum in
dispute hereunder, the cost items in dispute shall be submitted to an
independent Certified Public Accountant engaged by Landlord and reasonably
approved by Tenant, for audit and verification of the cost items disputed, and
the finding and determination of said independent Certified Public Accountant,
shall be deemed conclusively correct, final and binding between parties hereto
without further remedy or recourse to legal proceedings.  In the event such audit discloses that the
aggregate of the true amount of such cost items as verified is within three per
cent (3%) of the aggregate items disputed, Tenant shall pay the cost of such
audit, which shall be in accordance with the reasonable charges generally
prevailing for such work.  Sums payable
under this Article are deemed independent additional rent and are payable
in addition to the rental specified in Article 2 of this lease, any
guaranteed minimum monthly rental, and any percentage rental payable under this
lease.


 


D.  Arbitration. 
Provided Tenant is not otherwise in default in the payment of the basic
monthly rent under this lease, the interpretation, construction, performance,
or breach of this Article 20, may be settled by arbitration pursuant to
the rules and regulations of the American Arbitration Association.  Either party requesting arbitration under
this Article 20 shall make a demand on the other party by registered or
certified mail with a copy to the American Arbitration Association.  It is a condition precedent to Tenant’s
right to arbitration that Tenant first deposit with Landlords the total amount
of the sum in dispute.  The arbitration
shall take place as noticed by the American Arbitration Association regardless
of whether one of the parties fails or refuses to participate.  In no event shall any sum payable hereunder
be withheld by Tenant pending completion of such arbitration.


 


21.  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.  The captions set forth in the
various Articles of this lease are for identification and convenience only and
are not intended to, and shall not be deemed to limit or expand the contents of
the respective Article.  If Tenant is a
corporation, Tenant agrees to provide Landlord, upon execution of this lease by
Tenant, with a notarized copy of corporate resolution authorizing the Tenant
corporation to execute this lease and any appurtenant documents.


 


22.  SUBORDINATION. 
Tenant expressly agrees that at the sole option of Landlord, this lease
shall be either subject and subordinate, or paramount, to all ground or
underlying lease, mortgages.  Deeds of
Trust, or any other encumbrances now placed or which may be placed in the
future upon the real property of which the demised premises are a part by the
owners thereof, and to all renewals, modifications, replacements or extensions
thereof.  And Tenant further agrees
that, whenever requested to do so by Landlord, Tenant will execute, sign and
deliver any documents required to effectuate such subordination or
superiority.  Tenant shall, upon request
from Landlord, execute and deliver to Landlord any certificate or other instrument
stating the date this lease will terminate, the date to which rent has been
paid, that this lease is in full force and effect without modification, and
that Tenant has no rights of deduction or offset hereunder or, if this lease
has been modified or if Tenant claims a deduction or offset hereunder, stating
the effect of such modification and/or the claimed deduction or offset.  Tenant hereby irrevocably constitutes and
appoints Landlord as Tenants’ attorney in fact to execute (and to deliver to
any third party) any documents required to effect such subordination or
superiority and nay such certificate or instrument for an on behalf of
Tenant.  If Tenant shall have failed to
do so within ten (10) days after request therefore by Landlord, and in such event
Landlord shall be conclusively deemed not in


 


7

















 


default under this lease.  Any
right, either expressed or implied, to quiet enjoyment of the premises which
Tenant may have under this lease shall be subject to any subordination of this
lease under this Article.


 


Notwithstanding anything to the contrary in the foregoing, Landlord
agrees that it shall reasonably cooperate with and assist Tenant in Tenant’s
obtaining a lender’s standard form Non-Disturbance Agreement by requesting such
an agreement from the lender on behalf of Tenant.  Any and all costs and expenses incurred in obtaining a
Non-Disturbance Agreement shall be Tenant’s sole responsibility, including but
not limited to any fees or costs imposed by the lender and any and all
attorneys’ fees incurred by Tenant or Landlord.  Any negotiations or modifications of lender’s standard form
Non-Disturbance Agreement shall be Tenant’s sole responsibility.


 


23.  DELAY IN OCCUPANCY. 
Tenant, agrees that, in the event Landlord does not deliver to Tenant
timely possession of the demised premises at the commencement of the term, due
to failure of a previous tenant to promptly vacate the premises, or due to
delays of Landlord or its contractor in completing the remodeling of the
premises, or due to any other delays, 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 one hundred twenty (120) 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 said  premises to Tenant.  However, the term hereof shall not be extended by such delay.  If Tenant, with Landlord’s consent, takes
possession of the demised 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 ending with the commencement of said term at the
monthly rate prescribed for the first month of the said term.  In the event that the delay in delivering to
Tenant possession of said premises at the commencement of said term is caused
by Tenant, rentals shall nevertheless commence on the date set out in this
lease for the commencement of the term of this lease.


 


24.  CONDITIONS OF COVENANTS.  Each and all of the provisions of this lease are conditions
precedent to be faithfully and fully performed and observed by Tenant to
entitle Tenant to obtain and continue in possession of the premises hereunder,
said conditions are also covenants on the part of Tenant and time of
performance of each is of essence of this agreement.


 


25.  ATTORNEYS’ FEES 
If any action or actions be commenced for the breach of any covenants or
conditions of this lease, or for any rent, or any other action arising out of
this lease, or for the possession of said premises, or if arbitration of
Article 20 is requested by either party hereto, or if Landlord necessarily
intervenes in, or becomes a party, or is made a party to, any action or actions
accruing out of this lease in order to protect is rights, then losing party
will pay to prevailing party a reasonable attorney’s fee in such action or
actions, which fee shall be fixed by the court in such action.  As a further inducement to Landlord to make
this lease and in consideration thereof, Landlord and Tenant covenant and agree
that in any action or proceeding arising out of, under or by virtue of this
lease, Landlord and Tenant do hereby waiver trial by jury.


 


26.  BUILDING RULES. 
Tenant covenants that Tenant, together with all persons entering and/or
occupying the demised premises shall keep and perform each and all of the rules
and regulations of the 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 as in Landlord’s reasonable judgment may from
time to time be necessary for the management, safety, care and cleanliness of
the premises, and for the preservation of good order therein, as well as for
the convenience of other occupants and tenants therein.  Such rules and regulations may reasonably
limit, restrict and regulate 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.  Violation of any such rules and regulations
may be deemed a breach of this lease by Tenant.  Landlord shall not be responsible to Tenant or to any other
person for the non-observance or violation of the rules and regulations by any
other tenant or person.


 


27.  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 any
officer of Landlord authorized in writing. 
No waiver of a breach of any covenant or condition shall be valid unless
in writing subscribed by the Landlord or by any 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 succeeding
breach.  Not act, delay or omission
done, suffered or permitted by landlord shall be deemed to exhaust or impair
any right, remedy or power of Landlord hereunder.  Landlord shall have the right to accept any rental payment
tendered by Tenant for lesser amounts than the full rental due without waiver
of the balance due from Tenant, and in this regard Landlord shall have the
right to deposit any checks tendered by Tenant regardless of any restrictive
notations or endorsements placed thereon by Tenant or set forth in any
accompanying transmittal without waiver of the balance due Landlord.  Landlord’s acceptance of the keys to the
premises shall not constitute a surrender or termination of this lease.  A surrender or termination of this lease can
only be effected by way of written agreement between the parties.  This agreement contains the entire contract
between the parties hereto, and there are no oral or other agreements between
Tenant and Landlord with regard to this lease, except those expressly set out
herein, and no representative or officer of Landlord has any power to change,
modify or make any other terms or representations whatsoever than those herein
set forth.  Tenant hereby waives the
provisions of Sections 1932, 1941, 1942 and subdivision (4) of
Section 1933 of the Civil Code of the State of California and any and all
other statutes or laws permitting a tenant to make repairs at the expense of
the landlord or to terminate a lease by reason of the condition of the premises
or any part thereof.  Should any part,
clause, provision or condition of this lease be held to be void, invalid or
inoperative, such invalidity shall not affect any other clause, provision or
condition hereof, but the remainder of this lease shall be effective as through
such invalid clause, provision or condition had not been included herein.


 


28.  COVENANT BY TENANT. 
HAZARDOUS MATERIALS.  Tenant
covenants to hold Landlord free and harmless from all loss or damage resulting
from Tenant’s violation of any term or provision of this lease, including but
not limited to attorney fees and court costs.


 


Tenant further covenants to hold Landlord free and harmless from the
use, misuse or neglect of said premises or appurtenances and expressly waives,
in favor of Landlord, all claims arising out of any alleged defective or unsafe
condition thereof, unless the same was caused by the negligence or willful
misconduct of Landlord.


 


Tenant agrees to pay for all damages which may be caused to Landlord or
the building in which the demised premises are situated or to any tenant or
occupant thereof by any act or failure to act of Tenant or any of Tenant’s
invitees, contractors, agents, guests, visitors or employees, and Tenant
further agrees not to use or suffer to be used the demised 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 (Landlord acknowledges that Tenant’s existing banking operations do
not violate this restriction on the use of the Premises), or keep or suffer to
be kept therein any gasoline, distillate, petroleum, hazardous substances or
explosive products.  Tenant agrees
during the entire term to take good care of the demised premises and to keep
the interior thereof in good order, repair and conditions, natural deterioration
with careful use and injury by fire, the elements and acts of God excepted.


 


Tenant and Landlord hereby represent and warrant that no real estate
broker nor any other person other than Landlord, its agents and employees, has
been involved in the securing and negotiation of this lease, nor is any broker
or any other person entitled to any commission, finder’s fee, nor any other


 


8

















 


payment as a result of Tenant’s execution of this lease.


 


Tenant shall not use, generate, manufacture, produce, store, treat or
dispose of on, under or about the Leased Premises or the Building, or any part
thereof, any pesticides, fungicides, solvents, herbicides, flammable
explosives, asbestos, radioactive materials, hazardous wastes, toxic substances
or related injurious materials, whether injurious by themselves or in
combination with other materials (collectively, “Hazardous Materials”).  As used in this Paragraph 7.C, Hazardous
Materials shall include but not be limited to substances defined as “hazardous
substances”, “hazardous materials”, or “toxic substances” in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq.; and those substances defined as
“hazardous wastes” in Section 25117 of the California Health & Safety
Code or as “hazardous substances in section  20316 of the California
Health and Safety Code; and in the regulations adopted and publications
promulgated pursuant to said laws. 
California Health and Safety Code Section 25359.7 (b) requires any
tenant of real property who knows, or has reasonable cause to believe, that any
release of a hazardous substance has come to be located in, on or beneath such
real property to give written notice of such condition to the owner
thereof.  Tenant shall comply with
requirements of Section 25359.7 (b) and any successor statute thereto and
with all other statutes, laws, ordinances, rules, regulations and orders of
governmental authorities with respect to hazardous substances.


 


Tenant shall indemnify, defend (by counsel reasonably acceptable to
Landlord), protect, and hold Landlord, and each of Landlord’s partners,
employees, agents, attorneys, successors and assigns, free and harmless from
and against any and all claims, liabilities, penalties, forfeitures, losses or
expenses (including attorneys’ fees) or death of or injury to any person or
damage to any property whatsoever, arising from or caused in whole or in part,
directly or indirectly by (a) Tenant’s possession in, on, under or about the
Leased Premises or discharge in or from the Leased Premises of any Hazardous
Materials or Tenant’s use, analysis, storage, transportation, disposal,
release, threatened release, discharge or generation of Hazardous Materials to,
in on, under, about or from the Leased premises or the Building, or (b)
Tenant’s failure to comply with any Federal, State, County, Municipal, local or
other law, rule, ordinance and regulation now or hereafter in effect relating
to the industrial hygiene, environmental protection, use, analysis, generation,
manufacture, purchase, transportation, storage and disposal of hazardous,
toxic, contaminated, polluting and radioactive matter, substances and
wastes.  Tenant’s obligations hereunder
shall include, without limitation, and whether foreseeable or unforeseeable,
all costs of any required or necessary repair, cleanup, detoxification or decontamination
of the Leased Premises or the Building, and the preparation and implementation
of any closure, remedial action or other required plans in connection
therewith, and shall survive the expiration or earlier termination of the
Lease.  For purposes of the release and
indemnity provisions hereof, any acts or omissions of Tenant, or by employees,
agents, assignees, contractors or subcontractors of Tenant or others acting for
or on behalf of Tenant (whether or not they are negligent, intentional, willful
or unlawful) shall be strictly attributable to Tenant.


 


29.  DEFAULT.  A.  It shall, at Landlord’s option, be deemed a
breach of this lease if (1) Tenant defaults (a) in the making of any payment of
money pursuant to this lease, or (b) in fulfilling any other term, covenant,
condition, provision, or agreement of this lease if said default under this
Article 29 continues to exist at the expiration of thirty (30) days after notice thereof
given by Landlord to Tenant, or (2) (Intentionally deleted.  Any references to this subparagraph 2 in
this Lease shall be deemed to refer to subparagraph (3) which follows); (3)
Tenant shall cease to occupy or conduct business in Suite 100 and/or the Second
Floor Premises during customary banking hours, or if Tenant shall remove
substantially all of Tenant’s furniture of furnishings therefrom, or (4) Tenant
shall fail to move into or take possession of demised premises within fifteen
(15) days after Landlord offers the premises for occupancy or (5) any execution
or attachment shall be issued against Tenant or any of Tenant’s property or (6)
the demised premises shall be taken or occupied or attempted to be taken or
occupied by someone other than Tenant or (7) Tenant shall default with respect
to any other lease between (a) Landlord and Tenant, or (b) any parent company
or subsidiary company or affiliate or agent of Landlord or Tenant or (8) Tenant
assigns or otherwise transfers substantially all of the assets used in
connection with the business conducted in demised premises.


 


B.  In the event that Landlord elects, pursuant to paragraph
A of this Article, to declare a breach of this lease, then Landlord shall have
the right to give Tenant fifteen (15)
days notice of intention to end the term of this lease and thereupon, at the
expiration of said fifteen (15)
days, the term of this lease shall expire as fully and completely as if that
day were the day herein definitely fixed for the expiration of the term hereof
and Tenant shall then quit and surrender the demised premises to Landlord, but
Tenant shall remain liable as hereinafter provided.  If Tenant fails to so quit and surrender the demised premises as
aforesaid, Landlord shall have the right, without notice to re-enter demised
premises and dispossess Tenant and the legal representatives of Tenant and all
other occupants of demised premises by unlawful detainer or other summary
proceedings, or otherwise, and remove their effects and regain possession of
demised premises (but Landlord shall not be obligated to effect such removal).


 


C.  In the event of any breach of this lease by Tenant (and
regardless of whether or not Tenant has abandoned the demised premises), this
lease shall not terminate unless Landlord, at Landlord’s option, elects at any
time when Tenant is in breach of this lease to terminate Tenant’s right to
possession as provided in Paragraph B and of this Article or, at
Landlord’s further option, by the giving of any notice (including but not
limited to any notice preliminary or prerequisite to the bringing of legal proceedings
in unlawful detainer) terminating Tenant’s right to possession.  For so long as this lease so continues in
effect, Landlord may enforce all of Landlord’s rights and remedies under this
lease, including the right to recover all rent as it becomes due
hereunder.  For the purposes of this
Paragraph C, the following shall not constitute termination of Landlord’s right
to possession; (1) acts of maintenance or preservation or efforts to relet
demised premises, or (2) the appointment of a receiver upon initiative of
Landlord to protect Landlord’s interest under this lease.


 


D.  In the event of termination of this lease or termination
of Tenant’s right to possession (as the result of Tenant’s breach of this lease
or pursuant to Article 30 (Bankruptcy), landlord shall have the right: (1)
To remove any and all persons and property from demised premises pursuant to
such rights and remedies as the laws of the State of California shall then
provide or permit, but Landlord shall not be obligated to effect such removal.  Such property may, at Landlord’s option, be
stored or otherwise dealt with as such laws may then provide or permit,
including but not limited to the right of Landlord to store the same, or any
part thereof, in a warehouse or elsewhere at the expense and risk of and for
the account of Tenant, (2) To recover from Tenant damages which shall include
but not be limited to: (a) The worth, at the time of award, of the unpaid rent
(including but not limited to increases in rent pursuant to Article 20
even if determined at a later date) which have been earned at the time of
termination; (b) The worth, at the time of award, by which the unpaid rent
(including but not limited to increases in rent pursuant to Article 20
even if determined at a later date) which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
the Tenant proves could have been reasonably avoided; (c) The worth, at the
time of award, of the amount by which the unpaid rent (including but not
limited to increases in rent pursuant to Article 20 even if determined at
a later date) for the balance of the term after the time of award exceeds the
amount of such rental loss that Tenant proves could have been reasonably
avoided for the same period; and (d) Such reasonable expenses as landlord may
incur for legal actions, attorney’s fees, court costs, for reletting (including
but not limited to advertising), brokerage fees, for putting demised premises
in good order, condition and repair, for preparing the same for reletting
(including but not limited to any remodeling, renovations or alterations of the
premises), and for keeping demised premises in good order, condition and repair
(before and after Landlord has prepared the same for reletting), and all
reasonable costs (including but not limited to attorneys’ and receivers’ fees)
incurred in connection with the appointment of and performance by any receiver
and any other amount necessary to compensate Landlord for all the detriment
approximately caused by Tenant’s failure to perform these obligations under the
lease or which in the ordinary course of things would be likely to result
therefrom.  The “worth of at the time or
award” shall include interest at the maximum legal rate. (3) To enforce, to the
extent permitted by the laws of the State of California then in force


 


9

















 


and effect, any other rights or remedies set forth in this lease or
otherwise applicable hereto by operation of law or contract.


 


E.  In the event of a breach by
Tenant of any of the terms, covenants, conditions, provisions or agreements of
this lease Landlord shall additionally have the right of injunction.  Mention in this lease of any particular
remedy shall not preclude Landlord from any other remedy, at law or in equity.


 


F.  Tenant hereby expressly
waives any and all rights of redemption granted by or under any present or
future law in the event of Tenant’s being evicted or dispossessed or any cause,
or in the event of Landlord’s obtaining possession of demised premises, by
reason of the violation by Tenant of any of the terms, covenants, conditions,
provisions or agreements of this lease, or otherwise.


 


G.  Any amount due to Landlord
not paid when due shall bear interest at the maximum rate then allowable by law
from the date due.  On any amounts not
paid within twenty-five (25) days from the date due, Tenant shall pay Landlord
a late charge of five (5%) per month for Landlord’s administrative expenses,
plus the amount of legal costs and attorney’s fees incurred by Landlord prior
to trial for the collection of such delinquent rent.  Landlord shall have the right to apply the first monies received
from Tenant to late charges and interest. 
Payment of such interest and late charges shall not excuse or cure any
default by Tenant under this lease. 
Interest shall not be payable on late charges.


 


30.  BANKRUPTCY.  If, at any time during the term of this
lease, in any judicial action proceeding in any court against Tenant, a
receiver or other officer or agent abe appointed to take charge of said
premises or the business conducted therein and shall be in possession thereof,
or if this lease or the interest or estate created thereby vest in any other
person or persons by operation of law or otherwise, except by consent of
Landlord, or in the event of any action taken by or against Tenant under the
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 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 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 said premises and remove all persons
and property therefrom.  Notwithstanding
the foregoing, in the event Tenant is ever subjected to the jurisdiction of the
Federal Deposit Insurance Corporation or any other federal or state banking
authority and pursuant thereto Tenant or such authority continues to pay the
rent pursuant of this Lease, then this Lease shall not terminate pursuant to
the provisions of this Article so long as the rental and other provisions
of this Lease are performed.


 


31.  ACCEPTANCE.  Tenant agrees that, upon substantial
completion of said premises and/or upon Landlord’s offer to deliver the same
for occupancy by Tenant, Tenant will accept said premises and take possession
thereof.  The entry of the Tenant into
the possession of the demised premises shall be conclusive acknowledgement on
Tenant’s part of Tenant’s acceptance of the premises and that they are in good
and tenantable condition, except as to latent defects not apparent by
reasonable visual inspection and reasonable punchlist items.  At the expiration or sooner termination of
this Lease, Tenant shall deliver the demised premises to Landlord, clean and in
a state of repair in which said premise existed at the commencement of the term
hereof with tenant improvements accepted by Landlord under the provisions of
Article 7, reasonable wear and tear excepted.  There are no representations or warranties of Landlord as to the
condition or state of repair of the premises except as expressly stated in this
lease.  Tenant’s failure to accept the
premises upon Landlord’s offer of delivery shall in no way postpone the
commencement of this lease or Tenant’s obligation to pay rental hereunder.


 


32.  COMPLIANCE.  Tenant shall, at Tenant’s expense, comply
with all laws, rules, orders, ordinances, regulations and requirements or
municipal, state and federal governments, boards and authorities relative to
the Tenant’s occupancy of the demised premises or to the business to be
conducted therein.  Landlord shall, at
Landlord’s expense, comply with all laws, rules, orders, ordinances, regulations
and requirements or municipal, state and federal governments, boards and
authorities (herein collectively referred to as the “requirements and
authorities”) relative to the leasing and general operations of the Building,
exclusive of the requirements and authorities relative to each and all of the
tenant’s occupancies of premises within the Building or to the business’s
conducted by such tenants.  Tenant will
keep the said premises in a clean and orderly condition and in accordance with
all laws and ordinances and the direction of all public officers, and, as far
as reasonably possible, shall keep all immoral and disreputable persons out of
said premises to the end that the reputation of the demised premises and the
said building as a first class office building may be preserved.  No trade, occupation, game or business shall
be conducted upon said premises which shall be unlawful or of unethical
character.  The demised premises shall
not be used for cooking (except only for incidental microwave cooking of
employees lunch and snacks in a non-public area of the Premises), lodging,
sleeping or for immoral purposes and no objectionable noise, vibration or odor
shall be permitted to escape from said premises.  Tenant shall not install not maintain vending machines on the
demised premises without Landlord’s prior written permission, nor engage in any
activity which landlord’s Certificate of Occupancy relating thereto.


 


33.  CALIFORNIA LAW.  The provisions of this lease shall be
construed and interpreted in accordance with the laws of the State of California.  The language in all parts of this lease
shall be construed in all cases according to its fair meaning and not strictly
for or against either Landlord or Tenant. 
This lease shall be deemed to jointly prepared by both of the parties
hereto, and any ambiguities or uncertainties herein shall not be construed for
or against either of the parties hereto.


 


34.  TRANSFER OF LANDLORD’S
INTEREST.  The term “Landlord” as used
in this lease, insofar as covenants or obligations on the part of Landlord are concerned,
shall be limited to mean and include only the owner, or owners, at the time in
question, of the fee or the ground lease on the demised premises and in the
event of any transfer of the title to such Proprietary interest, the Landlord
named herein (and in case of any subsequent transfers or conveyances, the then
Grantor), their employees and agents shall be automatically freed and relieved
from and after the date of such transfer or conveyance of all personal
liability with respect to the performance of any covenants or obligations on
the part of Landlord contained in this lease thereafter to be performed;
provided, that any funds in the hands of such Landlord or the then Grantor at
the time of such transfer in which Tenant has an interest shall be turned over
to the Grantee, and any amount then due and payable to Tenant by Landlord or
the then Grantor under any provision of this lease shall be paid to Tenant, it
being intended hereby that the covenants and obligations contained in this
lease on the part of Landlord shall, subject as aforesaid, be binding upon
Landlord, its successors and assigns only during and in respect to their
successive periods of ownership.  Any
liability that arises form Landlord’s negligence during its period of ownership
and that remains unsatisfied at the expiration of said period of ownership,
shall survive the expiration of the period of ownership.


 


35.  FORCE MAJEURE.  Any act of the Landlord or Tenant required
by this lease to be done within a specified time (except for the payment of
rent and other sums deemed rent) shall be subject to excusable delays.  The term “excusable delays” shall be deemed
to mean any delays caused by or due to fire, the elements of nature,
casualties, strikes, lockouts or other labor troubles, governmental
regulations, shortages of material, or supplies, or any cause, whether similar
or dissimilar to the foregoing beyond the control of the performing party which
affects the performance of that party. 
Neither party shall be liable to the other, in damages or otherwise for
any such excusable delays.  Landlord
shall not be deemed in default hereunder, for any failure, suspension, stoppage
or interruption of any public utility services, air conditioning or elevator
service, caused by repairs, replacements, riots, strikes, labor disputes, fire
explosion, earthquake, floods, rain storms, war, insurrection failure of any
public utility to furnish service for any reason whatsoever (including, but not
limited to any rationing or reduction in service due to any Energy or Natural
Resource Conservation Act or Agency, or any Environmental Protection Act or
Agency.


 


10

















 


or any other similar or dissimilar act, statute, ordinance, regulation
or directive of any federal, state, county, municipality, or any other
governmental or quasi-governmental agency, or of any public utility or any
other public or private agency or entity vested with the power to curtail
service as a means of conserving or controlling the consumption of water, gas,
electricity or any other utility, or any other energy or energy product, or
natural resource, or any product or service), act of God, accidents or any
other similar or dissimilar causes beyond the reasonable control of Landlord;
not shall such failure or reduction constitute an eviction.  There shall be no abatements of rent by
reason of any such failure or reduction.


 


36.  TAXES, ASSESSMENTS AND
OTHER CHARGES.  In addition to rental,
operating cost increases and any charges for utilities or services payable
under this lease.  Landlord may at any
time during the term of this agreement increase the service or utilities
charges payable as additional rent to reflect any and all expenses costs
(including but not limited to costs to secure any alternate source of
utilities, energy, products or service), improvements, taxes, assessments,
charges, subcharges or penalties which Landlord is subject to or required to
make after the execution date of this lease pursuant to any Energy or Natural
Resource Conservation Act or Agency, or any Environmental Protection Act or
Agency, or any other similar or dissimilar act, statute, ordinance, regulation
or directive of any federal, state, county, municipality, or any other
governmental or quasi-governmental agency, or any public utility of any other
public or private agency or entity vested with the power to impose taxes,
assessments, charges, surcharges or penalties as a means of conserving or
controlling the consumption of water, gas, electricity or any other utility, or
any other energy or energy product, or natural resource, or any product or
service, whether or not such taxes, assessments, charges, surcharges or
penalties are based upon or applied (either directly or indirectly) to any
utility, product or service charge. 
Such increase to Tenant shall be based upon a proportion of the sum due
as determined by Landlord, to be reasonably applicable to Tenant and shall be
due and payable within ten (10) days after billing by Landlord.  In any event, Tenant shall pay all such
taxes, assessments, expenses, charges, or surcharges that are imposed directly
against Tenant.


 


Tenant shall pay Tenant’s Percentage Share (as specified in
Article 20) of any special assessment levied upon the building,
improvements or real property upon which the demised premises are located by
the Los Angeles Rapid Transit District (or any other governmental entity having
the authority to impose such assessment) (the “Metrorail Assessment”).  Tenant shall pay Tenant’s Percentage Share
of the Metrorail Assessment in equal monthly installments as the same are
billed by Landlord to Tenant.  Landlord
may require that the final installment be due and payable on the first day of
the month in which the Metrorail Assessment is due.  Tenant’s obligation requires Tenant to pay Tenant’s Percentage
Share of the entire Metrorail Assessment for each calendar year of the Term and
is not limited to Tenant’s Percentage Share of any annual increases made, from
time to time, to the Metrorail Assessment. 
If the bill for the Metrorail Assessment specifies that it applies to a
given period of time.  Tenant’s
obligations shall be amortized to the extent the Term of this Lease does not
include all such period.


 


Tenant shall pay Tenant’s Percentage Share (as specified in
Article 20) of any special assessment, tax, levy, surcharge or fee levied
upon the building, improvements or Real Property by the City or County of Los
Angeles in connection with the development, improvement or beautification of
Pershing Square or the area immediately adjacent thereto (the “Pershing Square
Assessment”).  Tenant’s obligation
requires Tenant to pay Tenant’s Percentage Share of the entire Pershing Square
Assessment for each calendar year of the Term and is not limited to Tenant’s
Percentage Share of any annual increases made, from time to time, to the
Pershing Square Assessment.  If the bill
for the Pershing Square Assessment specifies that it applies to a given period
of time, Tenant’s obligations shall be amortized to the extent the Term of this
Lease does not include all such period.


 


37.


 


38.  CONDITION OF THE
PREMISES.  Tenant agrees that the
demised premises are being leased in an “as is” condition and Landlord is not
obligated to perform any work of any kind to prepare the premises for Tenant’s
occupancy, except that upon the written request of Tenant at any one time for each floor during the Lease Term,
Landlord at its cost and expense shall repaint all painted surfaces and
recarpet all carpeted surfaces in the premises located on the 1st, 2nd, 9th and
20th Floors with Landlord’s Building Standard carpet and paint in the same or
similar colors.  All additional work and
any over standard materials shall be furnished and/or paid for as an extra by
Tenant and shall be performed by Landlord or in accordance with the provisions
of Article 7 of this lease. 
To the extent possible, Landlord shall endeavor to perform the aforesaid
work outside Tenant’s business hours, in the evenings and on weekends.


 


The area of the leased premises is based upon the rentable area, which
includes Tenant’s proportionate share of the public elevator lobby, toilet
rooms, corridors and other public areas on the floor on which the demised
premises are located.  A lease of a full
floor includes the entire public area on the floor.


 


11

















 


39.  FIRE PROOFING AND
INSULATING MATERIALS, ABATEMENT.  Tenant
acknowledges that certain fire-proofing and insulating materials used in the
construction of the Building contain asbestos and other hazardous substances
(collectively “asbestos”).  If any
governmental entity promulgates or revises a statute, ordinance, code, rule or
regulation, or imposes mandatory or voluntary controls or guidelines with
respect to such asbestos-containing materials or if Landlord otherwise so
elects, Landlord may, in its sole and reasonable discretion, comply with such
mandatory or voluntary controls or guidelines, or elect to make such
alterations or remove such asbestos-containing materials.  Such compliance or the making of
alterations, and the removal of all or a portion of such asbestos containing
materials, whether in the Premises or elsewhere in the Building, shall not, in
any event constitute a breach by Landlord of any provision of this Lease, relieve
Tenant of the obligation to pay any Rent due under this Lease, constitute or be
construed as a constructive or other eviction of Tenant, or constitute or be
construed as a breach of Tenant’s quiet enjoyment.  In accordance with Proposition 65 (Assembly Bill No. 3713) and
the regulations promulgated thereunder (California Health and Safety Code
Sections 25249.6 et. seq.) which require that persons subject to “environmental
exposure” to certain designated chemicals, such as asbestos, receive warning,
you are advised that:


 


WARNING: THE BUILDING CONTAINS ASBESTOS

A CHEMICAL KNOWN TO THE STATE OF

CALIFORNIA TO CAUSE CANCER


 


Tenant also acknowledges that Landlord has promulgated building
regulations and procedures governing the manner in which Tenant may undertake
alterations, additions, modifications and improvements to the Premises in those
areas where asbestos-containing materials may be located, and such regulations
and procedures may be modified, amended or supplemented from time to time.  Prior to undertaking any physical
work in or around the Premises, Tenant shall notify Landlord in writing of the
exact nature and location of the proposed work and shall promptly supply such
additional information regarding the proposed work as Landlord shall request.  After receipt of Tenant’s notice, Landlord
shall, to the extent appropriate, supply Tenant with the Building regulations
and procedures for working in areas where there is a risk of coming into
contact with asbestos-containing materials. 
Tenant shall, at Tenant’s sole cost and expense, strictly comply with
all such Building regulations and procedures established by Landlord and with
all applicable governmental statutes, ordinances, codes, rules, regulations,
restrictions and guidelines (herein “governmental controls”).  Landlord shall have the right (but not the
duty or obligation at all times to monitor the work for compliance with the
Building regulations and procedures and governmental controls.  If Landlord determines that any of the
Building regulations or procedures or governmental controls are not being
strictly complied with, Landlord may immediately require the cessation of all
work being performed in or around the Premises until such time as Landlord is
satisfied that the applicable regulations, procedures and governmental controls
will be observed.  Landlord’s monitoring
of any work in or around the Premises shall not be deemed a certification by
Landlord of compliance with any applicable governmental control or of the
building regulations and procedures or a waiver by Landlord of its right to
require strict by Tenant with such Building regulations and procedures and
governmental controls, nor shall such monitoring relieve Tenant from any of its
responsibilities and liabilities relating to such work.


 


40.  ABATEMENT OF FIREPROOFING
AND INSULATING MATERIALS.  Landlord and
Tenant shall cooperate with and accomodate one another in the performance of
the following abatement work by Landlord during the term of this Lease:


 


A.  2nd Floor Abatement.  At any time during the Term of this Lease,
Landlord shall have the right (but not the obligation) upon sixty (60) days
prior written notice to Tenant to abate any asbestos containing materials
located in the 2nd Floor Premises.  The
abatement work shall be performed at night and on weekends under the
supervision of a certified industrial hygienist, either (at the option of
Landlord) (a) in segments in individual sections of the Premises as they are
vacated, or (b) in the entire Premises. 
If required by Landlord, Tenant shall temporarily relocate its employees
to unoccupied portions of the 3rd Floor Premises and/or other available areas
of Tenant’s Premises and/or other unoccupied areas in the Building for which
Landlord will not charge any additional rent. 
Landlord shall pay the reasonable costs of relocating Tenant’s furniture
to the temporary space and back to the 2nd Floor Premises.  Whether performed in segments or in the
entire Premises the work shall be performed in a manner which will interfere
with Tenant’s banking operations to the least extent reasonably possible, in
order to permit Tenant’s banking staff to generally perform their duties normal
business hours during the period of the abatement of the 2nd Floor
Premises.  In either case, the areas of
abatement will be sealed by plastic barriers or other means as required, and
the plastic barriers, scaffolding and other accouirements necessary for
protection or inconvenient to remove during the course of the work shall remain
continously in place throughout the course of the work.  Tenant shall continue to pay rent on the
entire 2nd Floor Premises throughout the period of the abatement work.


 


B.  Suite 100 Abatement.  At any time during the Term of this
Lease.  Landlord shall have the right
(but not the obligation) upon sixty (60) days prior written notice to Tenant to
abate any asbestos containing materials located Suite 100 on the 1st
Floor.  The abatement work shall be
performed at night and on weekends under the supervision of a certified
industrial hygienist in a manner which will interfere with Tenant’s banking
operations to the least extent reasonably possible, in order to permit Tenant’s
branch bank to generally remain open during normal business hours during the
period of the abatement.  The areas of a
abatement will be sealed by plastic barriers or other means as required.  Plastic barriers, scaffolding and other
accouirements necessary for protection or inconvenient to remove during the
course of the work shall remain continously in place throughout the course of
the work.  Tenant shall continue to pay
rent on the entire 1st Floor Premises throughout the period of the abatement
work.


 


41.  BUILDING IDENTITY
SIGN.  During the Term of this Lease and
any extensions thereof, Tenant shall have the exclusive right to maintain the
existing signs on the top of the Building exterior identifying the name of the
Building as “City National Bank Building”. 
Tenant shall be responsible for all expenses relating to the operation
and maintenance of the signs, including but not limited to utilities, cleaning
repairs, permits, insurance, taxes and for any damage to the Building
occasioned by the signs.  Upon the
expiration or termination of this Lease or of these sign rights, Landlord shall
have the right and option, exercisable by written notice to tenant, to (a)
require Tenant at its sole cost to remove the signs and repair any damage to
the Building occasioned by such installation or removal and restore the
Premises to original condition, or (b) leave the signs in place and surrender
them to the Landlord as Landlord’s property under the terms of this Lease,
provided that Landlord shall thereupon modify said signs to no longer read
“City National Bank”.


 


42.  OPTION TO TERMINATE.  Landlord hereby grants to Tenant a one-time
option to terminate this Lease on the 30th day of June 2004, but only upon
the following terms and conditions.


 


A.  That Tenant is not in
material default under any of the terms, covenants and conditions of this Lease
on the part of Tenant to be performed both at the time of the exercise of the
option and on the termination date.


 


B.  That Tenant give Landlord
twelve (12) months’ prior written notice of Tenant’s election to exercise the
option, such notice to be actually received by Landlord at least twelve (12)
months prior to date the opinion is to take effect.


 


C.  That Tenant pay to Landlord
with the aforesaid notice the sum of Three Hundred Eighty-Nine Thousand and
No/100 Dollars ($389,000.00) as


 


12

















 


consideration for this Lease termination.


 


D.  That Tenant and all persons
claiming under or through Tenant vacate the demised premises not later than the
termination date and return the premises to Landlord in good condition, normal
wear and tear excepted.


 


E.  That all leasehold
improvements which are Landlord’s property under this Lease remain in the
premises as part of the realty as provided in Article 7 and other
provisions of this Lease.  Tenant shall
remove any alteration or improvements required to be removed by Tenant under
the terms of this Lease and restore the premises as required not later than the
termination date.


 


F.  That this option shall be
self-operating and that, once exercised by Tenant no further documentation by
the parties hereto shall be necessary in order to terminate this Lease.


 


G.  That time is expressly made
of the essence of this option.


 


43.  OPTION TO EXTEND TERM.  Landlord hereby grants to Tenant the right
to extend the term of this Lease for an additional five (5) year period
commencing upon the expiration of the initial ten (10) year term on
December 31, 2006, but nevertheless, only upon the following terms and
conditions:


 


A.  That Tenant is not in
material default under any of the terms, covenants and conditions of this Lease
on the part of Tenant to be performed both at the time of the exercise of such
option and at the commencement of the extended term.


 


B.  That Tenant give Landlord
twelve (12) months’ prior written notice of Tenant’s election to exercise such
option, such notice to be actually received by Landlord at least twelve (12)
months prior to date the option is to take effect.


 


C.  That Tenant shall pay as
rent during the extended term the fair market rental value which is deemed to
be the rental rate then being offered to prospective tenants for new leases of
the date of the commencement of the extended term for comparable premises in
the City National Bank Building, or if no comparable premises in the Building
are on the market at that time, the rate for comparable premises in comparable
office Buildings in the downtown Los Angeles area, provided that in no event
shall the rent for the extended term be less than the herein rental rate paid
by Tenant for the premises for the last month of the initial ten (10) year term
of this Lease.  The determination of
such fair market rental value shall take into consideration all the elements
which are generally and usually considered in the real estate industry to
establish a fair market rental value for comparable premises, including but not
limited to the size and location of the premises, the quality and extent of the
improvements existing in the premises, operating cost and tax increases, cost
of living and other rental adjustments, the location of the premises in the Building,
the floor height of the premises and other economic factors generally allowed a
tenant in such market for comparable premises, such as a free rent allowance,
provided that the determination of fair market rental value shall not include
any imputation of monetary value to fair market rental factors not a
constituent part of the extension option, such as, for example, a reduction of
rental for a brokerage commission where Landlord has no obligation to pay such
commission, or a reduction for a relocation allowance, or a tenant improvement
allowance based on unimproved or raw space. 
In any event the fair market rental value of the premises shall be
determined by employing sound business judgment and generally accepted
appraisal practices, and shall be established in accordance with Landlord’s
then standard leasing practices for premises based upon the rentable area.  Escalations under Article 20 for the
taxes and operating expenses, and the Metrorail and Pershing Square Benefit
Assessments, and any charges under other provisions of this Lease, shall be
passed through to Tenant in addition to the base monthly rental.


 


In no event shall the rent for the extended term be less than the
herein rental rate paid by Tenant for the premises for the last month of the
initial ten (10) year term of this Lease.


 


D.  If the parties agree on the
rent for the extended term, they shall immediately execute an amendment to this
Lease stating the rent for the extended term. 
If the parties are unable to agree on the rent for the extended term
then within ninety (90) days prior to the commencement of the extended term,
each party, as its cost and by giving notice to the other party, shall appoint
a real estate appraiser with at least five (5) years full-time commercial
appraisal experience in the area in which the Premises are located to appraise
and set the rent for the extended term based upon the foregoing formula.  If a party does not appoint an appraiser
within ten (10) days after the other party has given notice of the name of its
appraiser, the single appraiser appointed shall be the sole appraiser and shall
set the rent for the extended term.  If
the two (2) appraisers are appointed by the parties as stated in this
paragraph, they shall meet promptly and attempt to set the rent for the
extended term.  If they are unable to
agree within 30 days after the second appraiser has been appointed, they shall
elect a third appraiser meeting the qualifications stated in this Paragraph
within ten (10) days after the last day of the thirty (30) day period given the
two appraisers to set the rent.  Each of
the parties shall bear one-half (1/2) of the cost of appointing a third
appraiser and of paying the third appraiser’s fee.  The third appraiser, however selected, shall be a person who has
not previously acted in any capacity for either party.  Within thirty (30) days after selecting of
third appraiser, a majority of the appraisers shall set the rent for the
extended term.  If the majority of the
appraisers are unable to set the rent within the stipulated period of time, the
two (2) appraisals that are closest in amount shall be added together and their
total divided by two (2); the resulting quotient shall be the fair market
rental value for the premises.


 


E.  That Tenant shall execute an
Addendum confirming the extension of the Term of this Lease and the rental,
provided that this option shall be self-operating and that once exercised by
Tenant no further documentation by the parties hereto shall be necessary in
order to extend the Term of this Lease.


 


F.  That time is expressly made
of the essence of this option.


 


13

















 


This lease consists of forty-three
(43) Articles consecutively numbered.


 


Rules and regulations of the building referred to herein which
constitute a part of this lease.


 


1.  The sidewalks, entrances,
lobby, garage, elevators, stairways and public corridors shall be used only as
a means of ingress and egress and shall remain unobstructed at all times.  The entrance and exit doors of all suites
are to be kept closed at all times, except as required for orderly passage to
and from a suite.  Loitering or
congregating in any part of the building or obstruction of any means of ingress
or egress shall not be permitted.  Doors
and windows shall not be covered or obstructed except that Landlord shall have
the right to require Tenant to keep the drapes closed at all times.


 


2.  Plumbing fixtures shall not
be used for any purposes other than those for which they were constructed, and
no rubbish, newspapers, trash or other substances of any kind shall be thrown
into them.  Walls, floors and ceilings
shall not be defaced in any way, and no one shall be permitted to mark, drive
nail, screw or drill into, paint, or in any way mar any building surface,
except that pictures, certificates, licenses and similar items normally used in
Tenant’s business may be carefully attached to the walls of the demised
premises by Tenant in a manner to be prescribed by Landlord.  Upon removal, of such items by Tenant, any
damage to the walls or other surfaces, except minor nail holes, shall be
repaired by Tenant.


 


3.  No awning, shade, sign,
advertisement or notice shall be inscribed, painted, displayed or affixed on,
in or to any window or door or any other part of the outside or inside of the
building or the demised premises.  No
window displays or other public displays shall be permitted, without the prior
written consent of Landlord.  Tenant
shall not solicit other tenants in the building.  Drapes may be installed by tenants provided they are of such
color, material, construction and installation as may be prescribed by
landlord.  All tenant identification on
public corridor doors will be installed by Landlord for Tenant, but the cost
shall be paid by Tenant.  No lettering
or signs other than the name of the Tenant will be permitted on public corridor
doors, with the size and type of letters to be prescribed by Landlord.  The bulletin board or directory of the
building will be provided exclusively for the display of the name and location
of Tenant only, and Landlord reserves the right to exclude all other names
therefrom and to assess its Buildings Standard charge for each and every name
other than the name of Tenant which Tenant may desire to be placed upon such
bulletin board and to which Landlord may consent.  All requests for listing of Tenants on the Directory of Building
Tenants must be submitted to the office of the building in writing.  Landlord reserves the right to approve all
listing requests.


 


4.  Electric wiring of every
kind and telephone outlets shall be installed in a manner as will be prescribed
by Landlord.  The location of
convenience outlets, electric light outlets, power outlets and telephone
outlets shall be approved by Landlord, but the cost of installation thereof
shall be borne by Tenant.


 


5.  The weight, size and
position of all safes and other unusually heavy objects used or placed in the
building shall be prescribed by Landlord and shall, in all cases, stand on
metal plates of such size as shall be prescribed by Landlord.  The repair of any damage done to the
building or property therein by putting in or taking out or maintaining such
safes or other unusually heavy objects shall be paid by Tenant.


 


6.  All freight, furniture,
fixtures and other personal property shall only be moved into, within and out
of the building at times designated by and under the super vision of Landlord
and in accordance with such regulations as may be posted in the office of the
building.  In no event will Landlord be
responsible for any loss or damage to such freight, furniture, fixtures or
personal property from any cause.


 


7.  No improper noises,
vibrations or odors will be permitted to bring or keep within the building, nor
shall any person be permitted to interfere in any way with tenants or those
having business with them.  No person
will be permitted to bring or keep within the building any animal, bird or
bicycle.  No person shall throw trash,
refuse, cigarettes or other substances of any kind any place within or out of
the building, except in the refuse containers provided therefor.  No person shall be employed by Tenant to do
janitor work in any part of said building without the written consent of
Landlord.  Landlord reserves the right
to exclude or expel from the building any person who, in the judgment of
Landlord, is intoxicated or under the influence of liquor or drugs or who shall
in any manner do any act in violation of the rules and regulations of said
building.


 


8.  The storage of goods, wares
or merchandise on the premises will not be permitted except in areas
specifically designated by Landlord for storage.  No auction, public or private, will be permitted in the
premises.  Articles of unusual size or
weight and articles which exceed the design floor weight of the building are
not permitted in the building, unless permitted by Landlord in writing.


 


9.  The requirements of Tenant
will be attended 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 of the building, and no such employee shall admit
any person (Tenant or otherwise) to any office without specific instructions
from the office of the building.


 


10.  All keys shall be obtained
from Landlord, and all keys shall be returned to Landlord upon termination of
this lease.  Tenant shall not change the
locks or install other locks on the doors.


 


11.  Any Tenant using the
premises after regular business hours or on non-business days shall lock any
entrance doors to the building used by Tenant immediately after entering or
leaving the building.  Tenant, his
employees, agents or associates, or other persons entering or leaving the
building when it is so locked may be required to sign the building register
when so doing, and any watchman in charge may refuse to admit Tenant or any of
Tenant’s employees, agents or associates, or any other person to the building
while it is so locked without a pass previously arranged or other satisfactory
identification showing such person’s right to access to the building at such
time.  However, Landlord assumes no
responsibility whatsoever in connection therewith and shall not be liable for any
damage resulting from any error in regard to any such pass or identification or
from the admission of or refusal to admit, any person to said building.


 


12.  Tenant shall be deemed to
have read these rules and to have agreed to abide by them as a condition to his
occupancy of the space herein leased. 
THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT
BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL-BUCKEYE
BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO
THE TENANT.


 


	
  LANDLORD:

  	
  TENANT:

  
	
  CITINATIONAL-BUCKEYE BUILDING CO.,

  	
  CITY NATIONAL BANK,

  
	
  a California limited partnership

  	
  a national banking association

  
	
   

  	
   

  
	
  By:

  	
  OLIVE-SIXTH BUCKEYE CO., General Partner

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank P. Pekny

  	
   

  
	
   

  	
  Title:

  	
  VC & CFO

  	
   

  
	
  By:

  	
  /s/ Bram Goldsmith

  	
   

  	
   

  
	
   

  	
  Bram Goldsmith General Partner

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Sheehan

  	
   

  
	
   

  	
  Title:

  	
  SVP General Counsel

  	
   

  
												



 


14

















 


EXHIBIT A


 


[GRAPHIC]


 


	
   

  	
  FLOOR 1

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
  FINAL

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
     

  
	
  Suite #: 

  ID#: 

  	
  100

  1—02

  	
  Tenant:  City National Bank

  	
   

  	
  STEVENSON SYSTEMS INC 

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
  CNB

  
	
    Date:

  	
  7/8/91

  	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED

  
							



 

















 


[GRAPHIC]


 


	
   

  	
  FLOOR 2

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
  FINAL

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
   

  
	
  Suite #: 
  200

  ID#: 2—00

  	
  Tenant:  City National Bank

  	
   

  	
  STEVENSON SYSTEMS INC 

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
  CNB

  
	
   Date: 10/3/91

  	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED

  
						



 

















 


[GRAPHIC]


 


	
   

  	
  FLOOR 3

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
  FINAL

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
   

  
	
  Suite #:  300

  ID#: 3–08

  	
  Tenant:  City National Bank

  	
   

  	
  STEVENSON SYSTEMS INC 

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
  CNB

  
	
   Date: 10/3/91

  	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED

  



 

















 


[GRAPHIC]


 


	
   

  	
  FLOOR 6

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  STEVENSON SYSTEMS INC 

  	
  [LOGO]

  
	
  FLOOR PLATE

  	
   

  	
   

  
	
   

  	
   

  	
  CNB

  
	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED

  



 

















 


[GRAPHIC]


 


	
   

  	
  FLOOR 9

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
  FINAL

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
   

  
	
  Suite #: 
  900

  ID#: 9–13

  	
  Tenant:  City National Bank

  	
   

  	
  STEVENSON SYSTEMS INC 

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
  CNB

  
	
    Date: 8/13/92

  	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED

  
						



 

















 


[GRAPHIC]


 


	
   

  	
  FLOOR 20

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  STEVENSON SYSTEMS INC 

  	
  [LOGO]

  
	
  FLOOR PLATE

  	
   

  	
   

  
	
   

  	
   

  	
  CNB

  
	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED

  
						



 

















 


Supplementary Parking Agreement


 


This
Parking Agreement is made
as of September 30, 1996, between CITINATIONAL BUCKEYE BUILDING CO.,
hereinafter designated the Landlord, and CITY NATIONAL BANK, a national banking
association, hereinafter designated the Tenant, as a supplement to
Article 6 of Tenant’s Lease of Premises in the City National Bank
Building, of the same date, to which this Supplementary Parking Agreement is
attached.


 


1. DESIGNATED
AUTOMOBILES.  Only specifically
designated automobiles shall be entitled to the use of the parking rights
herein granted.  Such automobiles shall
be designated by the Tenant to the Landlord and shall be clearly identified
with parking identification stickers furnished by the Landlord or by other
suitable means specified by the Landlord. 
It is expressly understood that only such specifically designated and
identified automobiles shall be entitled to park pursuant to this agreement and
that the said identification stickers shall not be transferable from the
designated automobile(s) to any other automobile.  Any automobile parked in the parking area without such
identification sticker may be towed away at the expense of the owner, as
provided by the applicable city or county ordinance.


 


2. OPERATIONS.  The rights herein granted are personal to
the Tenant only and are not assignable or transferable in any manner whatsoever
without Landlord’S written consent first had and obtained.  It is expressly understood that Tenant shall
not have the right to allow any other person to exercise the rights herein
granted, even though the Tenant is not himself exercising such right on a
particular day or during any particular period of time.


 


Landlord expressly reserves
the option as to whether or not an attendant will be furnished for the
automobile parking area or areas.  If no
attendant is furnished, the Landlord will provide suitable designation of the
parking area to be utilized by Tenant.


 


3. NON-LIABILITY. Except for
Landlord’S negligence as herein set forth, Landlord shall not be liable, and Tenant
hereby waives any and all claims for personal injury and property damage of any
kind, including but not limited to theft, fire damage, collision damage,
vandalism and damage of any kind to any automobile of Tenant or its agents or
employees while entering, leaving or parked under this agreement at any time
either during normal building business hours or otherwise.  Further, under no circumstances shall
Landlord be liable, and Tenant hereby waives any and all claims for theft,
vandalism or damage of any kind to any equipment installed in any automobile
including but not limited to stereos, radios, tape decks, compact disc players,
CB radios and television sets, nor for any packages, clothing, briefcases (and
the contents thereof or any other articles left in any automobile, whether in
the passenger compartment, the trunk, the glove compartment or elsewhere.  Landlord shall only have limited and
specific responsibility for any injuries or damages caused by the negligence of
Landlord, its agents and employees while acting within the scope of their
employment under this agreement.


 


Landlord shall not be liable
to Tenant in damages or otherwise, nor shall the Landlord be deemed in default
hereunder because of the Tenant’S inability to park the automobile(s) as
hereinabove contemplated, due to force majeure, strikes, lockouts or other
labor troubles, riots, war, insurrection, failure of any public utility to
furnish service, accidents, insufficient vacant parking area, or any other
similar or dissimilar causes beyond the control of the Landlord.  There shall be no reduction or abatement of
the consideration payable hereunder by reason of any such failure or
occurrence.  There shall be no abatement
of consideration for vacations or holidays.


 


4.  RULES AND REGULATIONS. 
Landlord shall have the right to promulgate, and from time to time
amend, such non-discriminatory and reasonable rules and regulations as, in the
sole judgment of the Landlord, are necessary for the efficient operation of the
parking areas, limiting, restricting and regulating the parking privileges
herein granted, and all such rules and regulations so made by the Landlord,
after notice thereof to the Tenant, shall be binding upon the Tenant and become
conditions precedent to the Tenant’s right to exercise the parking rights
herein granted.  Violation of any such
rules and regulations shall be deemed a material breach by Tenant of this
agreement.


 


5.  RIGHT APPURTENANT.  Tenant
and Landlord previously hereto, or concurrently herewith, have also entered
into an Office Building Lease, whereby Landlord demised to Tenant certain
office space in the building served by the aforesaid parking area or areas and
the execution of this License constitutes the exercise of a right appurtenant
to said Office Building Lease.  It is
expressly a condition precedent to Tenant’S right to exercise the parking
rights herein granted that Tenant be not in default under the aforesaid Office
Building Lease and any default by Tenant’S under said Office Building Lease
shall constitute a default under this Agreement precluding Tenant’S rights to
park hereunder until such default be cured. 
Any extension (or termination) of said Lease shall ipso facto extend (or
terminate) this Agreement.


 


6.  Landlord’S PARKING OPERATOR. 
Landlord may assign its interest under agreement to the parking operator
with whom Landlord has contracted for the operation and management of the
aforesaid parking area or areas.  Upon
such assignment, the parking operator shall have all the rights and duties or Landlord
hereunder, including, but not limited to, the right to enforce the terms,
covenants and conditions of this agreement and to receive payment of the
consideration provided herein.


 

















 


7.  ATTORNEY’S FEES. In the
event it becomes necessary for either party to file any action or actions for
the enforcement of any of the terms, covenants or conditions of this agreement,
or if either party necessarily intervenes in, or becomes a party, or is made a
party  to any action or actions accruing
out of this agreement in order to protect its rights, then losing party will
pay to prevailing party a reasonable attorney’s fee in such action or actions,
which fee shall be fixed by the court in such action.


 


Executed at Los Angeles, California on the date first above written.


 


	
  Landlord:

  	
  Tenant:

  
	
   

  	
   

  
	
  CITINATIONAL-BUCKEYE BUILDING CO.,

  	
  CITY NATIONAL BANK

  
	
  a California limited partnership

  	
  a national banking association

  
	
  By: 
  OLIVE-SIXTH BUCKEYE CO.,

  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Bram Goldsmith

  	
   

  	
  By:

  	
  /s/ Frank Pekny

  	
   

  
	
   

  	
  Bram Goldsmith, General Partner

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VC & CFO

  	
   

  
								



 


2

















 


FIRST LEASE ADDENDUM


 


This First Lease Addendum (“Addendum”) dated as of May 1, 1998 is
entered into by and between CITINATIONAL-BUCKEYE BUILDING CO., a California
limited partnership, 606 South Olive Street, Suite 1800, Los Angeles,
California 90014, hereinafter designated the LANDLORD, and CITY NATIONAL BANK.,
a national banking association, 400 North Roxbury Drive, Beverly Hills,
California 90210, hereinafter designated the TENANT.


 


RECITALS


 


LANDLORD and TENANT have entered into that certain Office Building
Lease, dated as of the 30th day of September, 1996 (the “Original Lease”)
pursuant to which LANDLORD has leased to TENANT and TENANT has leased from
LANDLORD the premises consisting of Suite 100 located on the Ground Floor and
the entire 2nd, 3rd, 6th, 9th and 20th Floors in the CITINATIONAL BANK
BUILDING, 606 South Olive Street, Los Angeles, California 90014 (the
“Building”), as more particularly described in the Lease (the (“Demised
Premises”).


 


In addition to the original Demised Premises, TENANT desires to lease
from LANDLORD and LANDLORD desires to lease to TENANT the additional premises
of 11,536 rentable square feet, consisting of a 5,760 square foot portion of
the fourth floor, known as Suite 400, and a 5,776 square foot portion of the
twenty-first floor, known as Suite 2110, as shown on the attached plan, marked
Exhibit “A” (the “Additional Space”) on the terms and conditions set forth herein.  The original Demised Premises and the
Additional Space are collectively referred to herein as the “Premises”.  The Original Lease together with this First
Lease Addendum are collectively known as the “Lease”.


 


NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree subject to
Paragraph 6 below, to amend the lease as follows:


 


1. DEMISED PREMISES. 
Article 1 is amended to add additional premises of 11,536 rentable
square feet, as shown on the attached plan, marked Exhibit “A” (the “Additional
Space”) as “Additional Premises”, that 5,776 square foot portion of the
twenty-first floor, known as Suite 2110, commencing upon May 1, 1998 with rent
commencing on June 1, 1998, and that 5,760 square foot portion of the
fourth floor, known as Suite 400, commencing upon August 1, 1998 for the
balance of the lease term through the 31st day of December, 2006 (subject to
TENANT’S option to extend the term for an additional five (5) years thereafter pursuant
to the terms and conditions set forth in Article 43 of the Original Lease
and subject to increases as otherwise


 


1

















 


provided in the lease.


 


2. RENT.  Article 2
is amended to increase the total monthly base rent for the leased premises,
based on base monthly rent for the Additional Premises of $7,220.00 (21st floor
space) commencing June 1, 1998 and $5,760.00 (4th floor space) commencing
August 1, 1998 and as follows:


 


	
  From June 1, 1998 through July 31,
  1998

  	
   

  	
  $

  	
  87,676.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From August 1, 1998 through
  December 31, 2001

  	
   

  	
  $

  	
  93,452.00

  	
   

  	
  per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From January 1, 2002 through
  December 31, 2006

  	
   

  	
  $

  	
  102,822.00

  	
   

  	
  per month

  



 


3. INCREASE OF TAXES AND OPERATING COSTS.  (a) Effective June 1, 1998,
Article 20 is amended to increase the percentage to be paid by TENANT to
LANDLORD as additional rent,, from 24.82% to 27.14% of the amount of such
increase in Taxes over the base year and from 24.82% to 27.14% of the amount of
such increase in Operating Costs over the base year, assessed under
Article 20 of the lease.


 


(b) Effective August 1, 1998, Article 20 is amended to
increase the percentage to be paid by TENANT to LANDLORD as additional rent,
from 27.14% to 29.46% of the amount of such increase in Taxes over the base
year and from 27.14% to 29.46% of the amount of such increase in Operating
Costs over the base year, assessed under Article 20 of the lease.


 


4. OPTION TO TERMINATE. 
Subsection C of Article 42 is amended to increase from $389,000.00
to $486,000.00, the amount to be paid by TENANT to LANDLORD, in the event of
exercise of TENANT’S one-time option to terminate the lease, subject to all
other terms and conditions of Article 42 of the lease, and that TENANT
shall reimburse LANDLORD for the unamortized cost of the improvements to be
paid for by LANDLORD.


 


5. TENANT IMPROVEMENTS. 
(a) LANDLORD grants to TENANT (and agrees to provide to TENANT) a
leasehold improvement allowance for the additional premises on the 21st floor
(Suite 2110) in an amount not to exceed Fifty-seven thousand, seven
hundred-sixty dollars ($57,760.00), for remodeling and construction of
permanent improvements in and to the premises. 
All work shall be performed in accordance with Article 7 of the
“Original Lease”.


 


(b) LANDLORD agrees to provide to TENANT, the leasehold improvements
for construction of the additional premises on the 4th floor (Suite 400) in
accordance with the plans prepared for CNB by Murrie G. Alcorn & Assoc.
drawing “CN-1”, Job No. 96075 plans, dated December 9, 1997, using
building standard materials. CBBC will provide stub-up conduits for data and
telephone cabling, CNB will install wiring, faceplates, and terminations.  CNB will furnish and install at its expense,
its furniture systems shown on the plans. 
In the event TENANT desires to make changes to such plans, TENANT shall
pay for the cost of construction


 


2

















 


of any and all changes to said plans, subject to the provisions of
Article 7 of the Original Lease.


 


(c)  TENANT agrees that
LANDLORD’S agreement to provide the Premises Leasehold Allowance as provided in
subsections (a) and (b) of this Section is conditioned upon occurrence of
no default on the part of TENANT under this Lease during the Term of this
Lease.  If a default shall occur during
the Term of this Lease then the aggregate amount of the Premises Leasehold
Allowance provided to TENANT prior to such default shall become immediately due
and owing as additional rent under this Lease.


 


6.  CONDITION OF THE PREMISES.  TENANT agrees that the “Additional Premises”
are being leased in an “as-is” condition, except as provided in paragraph 5,
herein.  TENANT agrees that TENANT’S
obligation to pay the monthly base rent set forth in paragraph 2 herein shall
commence on the dates provided therein, regardless of any delay in occupancy or
in the event substantial completion of tenant improvements are not achieved by
such dates.


 


7.  Except as amended
hereinabove, all terms, covenants, conditions, of this lease are hereby
confirmed and shall remain the same and unchanged, and shall apply to the
Additional Leased Premises as well as the original demised premises.


 


Executed at Beverly Hills, California as May 1, 1998.


 


 


	
  LANDLORD

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
  CITINATIONAL-BUCKEYE BUILDING CO.,

  	
  CITY NATIONAL BANK

  
	
  a California Limited Partnership

  	
  a National Banking Association

  
	
  By:

  	
  OLIVE-SIXTH BUCKEYE CO.,

  	
   

  	
   

  
	
   

  	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bram Goldsmith

  	
   

  	
  By:

  	
  /s/ Harry Topping

  	
   

  
	
   

  	
  Bram Goldsmith

  	
   

  	
   

  
	
   

  	
  General Partner

  	
   

  	
  Title:

  	
  SVP

  	
   

  
									



 


3

















 


SECOND LEASE ADDENDUM


 


This Second Lease Addendum (“Addendum”) dated as of November 13,
1998 is entered into by and between CITINATIONAL-BUCKEYE BUILDING CO., a
California limited partnership, 606 South Olive Street, Suite 1010, Los
Angeles, California 90014, hereinafter designated the LANDLORD, and CITY
NATIONAL BANK, a national banking association, 400 North Roxbury Drive, Beverly
Hills, California 90210, hereinafter designated the TENANT.


 


RECITALS


 


LANDLORD and TENANT have entered into that certain Office Building
Lease, dated as of the 30th day of September, 1996 (the “Original Lease”)
pursuant to which LANDLORD has leased to TENANT and TENANT has leased from
LANDLORD the premises consisting of Suite 100 located on the Ground Floor and
the entire 2nd, 3rd, 6th, 9th and 20th Floors in the CITINATIONAL BANK
BUILDING, 606 South Olive Street, Los Angeles, California 90014 (the
“Building”), as more particularly described in the Lease (the (“Demised Premises”).


 


In addition to the original Demised Premises, TENANT entered into that
certain First Lease Addendum, dated May 1, 1998, whereby TENANT leased from
LANDLORD and LANDLORD leased to TENANT the additional premises of 11,536
rentable square feet, consisting of a 5,760 square foot portion of the fourth
floor, known as Suite 400, and a 5,776 square foot portion of the twenty-first
floor, known as Suite 2110, as more particularly described in the First Lease
Addendum (the “Additional Premises”).


 


In addition to the original Demised Premises, TENANT desires to lease
from LANDLORD and LANDLORD desires to lease to TENANT the additional premises
of 3,104 rentable square feet, consisting of a 3,104 square foot portion of the
tenth floor, known as Suite 1020, as shown on the attached plan, marked Exhibit
“A” (the “Additional Space”) on the terms and conditions set forth herein.  The original Demised Premises and the
Additional Space are collectively referred to herein as the “Premises”.  The Original Lease together with the First
Lease Addendum and this Second Lease Addendum are collectively known as the
“Lease”.


 


1

















 


NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree subject to
Paragraph 6 below, to amend the lease as follows:


 


1. DEMISED PREMISES. 
Article 1 is amended to add additional premises of 3,104 rentable
square feet, as shown on the attached plan, marked Exhibit “A” (the “Additional
Space”) as “Additional Premises”, that 3,104 square foot portion of the tenth
floor, known as Suite 1020, commencing upon December 1, 1998 with rent
commencing on December 1, 1998, for the balance of the lease term through
the 31st day of December, 2006 (subject to TENANT’S option to extend the term
for an additional five (5) years thereafter pursuant to the terms and
conditions set forth in Article 43 of the Original Lease and subject to
increases as otherwise provided in the lease.


 


2.  RENT. Article 2
is amended to increase the total monthly base rent for the leased premises,
based on base monthly rent for the Additional Premises of $3,880.00 (Suite
1020) commencing December 1, 1998 as follows:


 


	
  From December  1, 1998 through
  December 31, 2001

  	
   

  	
  $

  	
  97,316.00

  	
   

  	
   per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  From January  1, 2002 through
  December 31, 2006

  	
   

  	
  $

  	
  107,077.00

  	
   

  	
   per month

  



 


3.  INCREASE OF TAXES AND
OPERATING COSTS.  Effective
December 1, 1998, Article 20 is amended to increase the percentage to
be paid by TENANT to LANDLORD as addtional rent,, from 29.46% to 30.71% of the
amount of such increase in Taxes over the base year and from 29.46% to 30.71%
of the amount of such increase in Operating Costs over the base year, assessed
under Article 20 of the lease.


 


4.  CONDITION OF THE PREMISES.  TENANT agrees that the “Additional Premises”
are being leased in an “as-is” condition, except that LANDLORD will repaint the
“Additional Premises” (Suite 1020) with building standard paint to match the
existing color of the premises.  TENANT
agrees that TENANT’S obligation to pay the monthly base rent set forth in
paragraph 2 herein shall commence on the dates provided therein, regardless of
any delay in occupancy or in the event substantial completion of tenant
improvements are not acheived by such dates.


 


2

















 


 


5. Except as amended hereinabove, all terms, covenants, conditions, of
this lease are hereby confirmed and shall remain the same and unchanged, and
shall apply to the Additional Leased Premises as well as the original demised
premises.


 


Executed at Beverly Hills, California as November 20, 1998.


 


 


	
  LANDLORD

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
  CITINATIONAL-BUCKEYE BUILDING CO.,

  	
  CITY NATIONAL BANK

  
	
  a California Limited Partnership

  	
  a National Banking Association

  
	
  By:

  	
  OLIVE-SIXTH BUCKEYE CO.,

  	
   

  	
   

  
	
   

  	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bram Goldsmith

  	
   

  	
  By:

  	
  /s/ Harry Topping

  	
   

  
	
   

  	
  Bram Goldsmith

  	
   

  	
   

  
	
   

  	
  General Partner

  	
   

  	
  Title:

  	
  SVP

  	
   

  
									



 


3

















 


[GRAPHIC]


 


	
   

  	
  FLOOR 10

  	
  [GRAPHIC]

  
	
   

  	
  City National Bank

  
	
   

  	
   

  
	
  FINAL

  	
   

  	
   

  	
  606 Olive Street

  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
   

  
	
  Suite #: 

  ID#:

  	
  1020

  10–15

  	
  Tenant:  Stevenson &
  DePasquale

  	
  Suite Usable:

  Corridor Ext:

  	
   

  	
  2637

  0

  	
   

  	
  STEVENSON

  SYSTEMS INC 

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Current

  	
  Usable:

  	
   

  	
  2637

  	
   

  	
  CNB

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  © 1990 ALL RIGHTS RESERVED