Exhibit 10 Z


 


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


 

















 


 


CITY NATIONAL BANK


 


OFFICE LEASE


 


by and between


 


TPG PLAZA INVESTMENTS, LLC,


a Delaware limited liability company


(“Landlord”),


 


and


 


CITY NATIONAL BANK,


a national banking association


(“Tenant”)


 


525 S. Figueroa Street,


555 S. Figueroa Street,


Los Angeles, California 90071


 


 


NOVEMBER 19, 2003


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  - PREMISES

  	
   

  
	
  ARTICLE 2

  	
  -
  TERM

  	
   

  
	
  ARTICLE 3

  	
  - RENT; LATE CHARGES

  	
   

  
	
  ARTICLE 4

  	
  - ADDITIONAL RENTAL

  	
   

  
	
  ARTICLE 5

  	
  - ADDITIONAL TAXES

  	
   

  
	
  ARTICLE 6

  	
  - SECURITY DEPOSIT

  	
   

  
	
  ARTICLE 7

  	
  - USE OF PREMISES

  	
   

  
	
  ARTICLE 8

  	
  - UTILITIES AND SERVICES

  	
   

  
	
  ARTICLE 9

  	
  - MAINTENANCE AND REPAIRS

  	
   

  
	
  ARTICLE 10

  	
  -
  ALTERATIONS, ADDITIONS AND IMPROVEMENTS

  	
   

  
	
  ARTICLE 11

  	
  -
  INDEMNIFICATION AND INSURANCE

  	
   

  
	
  ARTICLE 12

  	
  -
  DAMAGE OR DESTRUCTION

  	
   

  
	
  ARTICLE 13

  	
  -
  CONDEMNATION

  	
   

  
	
  ARTICLE 14

  	
  -
  ARBITRATION

  	
   

  
	
  ARTICLE 15

  	
  -
  ASSIGNMENT AND SUBLETTING

  	
   

  
	
  ARTICLE 16

  	
  -
  DEFAULT AND REMEDIES

  	
   

  
	
  ARTICLE 17

  	
  -
  ATTORNEYS FEES; COSTS OF SUIT

  	
   

  
	
  ARTICLE 18

  	
  -
  SUBORDINATION AND ATTORNMENT

  	
   

  
	
  ARTICLE 19

  	
  -
  QUIET ENJOYMENT; NON-COMPETITION

  	
   

  
	
  ARTICLE 20

  	
  - PARKING

  	
   

  
	
  ARTICLE 21

  	
  -
  RULES AND REGULATIONS

  	
   

  
	
  ARTICLE 22

  	
  - ESTOPPEL CERTIFICATES

  	
   

  
	
  ARTICLE 23

  	
  - ENTRY BY LANDLORD

  	
   

  
	
  ARTICLE 24

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

  	
   

  
	
  ARTICLE 25

  	
  - HOLDOVER TENANCY

  	
   

  
	
  ARTICLE 26

  	
  - NOTICES

  	
   

  
	
  ARTICLE 27

  	
  - BROKERS

  	
   

  
	
  ARTICLE 28

  	
  - SIGNAGE AND PROJECT IDENTITY RIGHTS

  	
   

  
	
  ARTICLE 29

  	
  - STORAGE PREMISES

  	
   

  
	
  ARTICLE 30

  	
  - MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Depiction
  of the Premises

  	
   

  
	
  EXHIBIT
  A-1

  	
  Depiction
  of the South Side Space

  	
   

  
	
  EXHIBIT
  B

  	
  Notice
  of Lease Term Dates

  	
   

  
	
  EXHIBIT
  C

  	
  Work
  Letter Agreement

  	
   

  
	
  EXHIBIT
  D

  	
  Rules
  and Regulations

  	
   

  
	
  EXHIBIT
  E

  	
  Form
  of Tenant Estoppel Certificate

  	
   

  
	
  EXHIBIT
  F

  	
  Superior
  Right Holders

  	
   

  
	
  EXHIBIT
  G

  	
  Tenant’s
  Plaza Building ATM Location

  	
   

  
	
  EXHIBIT
  H

  	
  Tenant’s
  B-Level ATM Location

  	
   

  
	
  EXHIBIT
  I

  	
  ACM
  Notice

  	
   

  
	
  EXHIBIT
  J

  	
  Janitorial
  Specifications

  	
   

  
	
  EXHIBIT
  K

  	
  Intentionally
  Deleted

  	
   

  
	
  EXHIBIT
  L

  	
  South
  Tower Top Signs

  	
   

  
	
  EXHIBIT
  M

  	
  South
  Tower Eyebrow Signs

  	
   

  
	
  EXHIBIT
  N

  	
  South
  Tower Entrance Signs

  	
   

  
	
  EXHIBIT
  O

  	
  Plaza
  Building Sign and Bank Directional Signs

  	
   

  
	
  EXHIBIT
  P

  	
  Project
  Exterior Signage Program

  	
   

  
	
  EXHIBIT Q

  	
  Other Tenant Prior Rights

  	
   

  
	
  EXHIBIT
  R

  	
  Permitted
  Ground Floor Tenant Signage Areas

  	
   

  
	
  EXHIBIT
  S

  	
  Intentionally
  Deleted

  	
   

  
	
  EXHIBIT
  T

  	
  Designated
  Secondary Signs

  	
   

  
	
  EXHIBIT
  U

  	
  South
  Tower Building Envelope

  	
   

  
	
  EXHIBIT
  V

  	
  Intentionally
  Deleted

  	
   

  
	
  EXHIBIT
  W

  	
  Existing
  Security Instruments

  	
   

  
	
  EXHIBIT
  X

  	
  Form
  of Nondisturbance Agreement

  	
   

  
	
  EXHIBIT
  Y

  	
  Definition
  of the BofA Lease

  	
   

  
	
  EXHIBIT
  Z

  	
  Definition
  of the ARCO Lease

  	
   

  
	
  EXHIBIT
  AA

  	
  Other
  Tenant Leases

  	
   

  
	
  EXHIBIT
  BB

  	
  Rentable
  Area of Each Full Floor of the South Tower

  	
   

  



 


City National Lease


 


i

















 


	
  EXHIBIT
  CC

  	
  Project
  Upgrades

  	
   

  
	
  EXHIBIT
  DD

  	
  Depiction
  of Contemplated Changes to the Plaza Area

  	
   

  
	
  EXHIBIT
  EE

  	
  Depiction
  of Contemplated Conversion of South Tower Ground Floor Lobby

  	
   

  
	
  EXHIBIT
  FF

  	
  Depiction
  of Contemplated Conversion of North Tower Ground Floor Lobby

  	
   

  
	
  EXHIBIT
  GG

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

  	
   

  
	
  EXHIBIT
  HH

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

  	
   

  
	
  EXHIBIT
  H

  	
  Depiction
  of the Continuing Lobby Areas

  	
   

  
	
  EXHIBIT
  JJ

  	
  Depiction
  of the South Tower A-Level ATM Area

  	
   

  
	
  EXHIBIT
  KK

  	
  Depiction
  of the North Tower Ground Floor Lobby ATM area

  	
   

  
	
  EXHIBIT
  LL

  	
  Depiction
  of the South Tower Ground Floor Lobby ATM area

  	
   

  
	
  EXHIBIT
  MM

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

  	
   

  
	
  EXHIBIT
  NN

  	
  Operational
  Criteria for HVAC Service

  	
   

  
	
  EXHIBIT
  OO

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

  	
   

  
	
  EXHIBIT
  PP

  	
  Future
  Pylon Signs

  	
   

  
	
  EXHIBIT
  QQ

  	
  Other
  Project Signs

  	
   

  



 


ii

















 


GLOSSARY OF DEFINED TERMS


 


	
  AAA

  	
   

  
	
  Abatement Event

  	
   

  
	
  Abatement Event Termination Date

  	
   

  
	
  Abatement Event Termination Notice

  	
   

  
	
  ACM

  	
   

  
	
  ACM Notice

  	
   

  
	
  ACM Operations and Maintenance Program

  	
   

  
	
  Actual Costs

  	
   

  
	
  Added Hold Space

  	
   

  
	
  Additional Rent

  	
   

  
	
  Additional Validations

  	
   

  
	
  Adjustment Date

  	
   

  
	
  Adjustment Factors

  	
   

  
	
  Affected Area

  	
   

  
	
  Affiliate

  	
   

  
	
  After Hours HVAC

  	
   

  
	
  After Hours HVAC Rate

  	
   

  
	
  Aggregate Project Rentable Area

  	
   

  
	
  A-Level

  	
   

  
	
  A-Level ATM Area

  	
   

  
	
  A-Level Parking Reduction Notice

  	
   

  
	
  A-Level Valet Privileges

  	
   

  
	
  Alterations

  	
   

  
	
  Arbitration Notice

  	
   

  
	
  Arbitrator

  	
   

  
	
  Article 28 Rights

  	
   

  
	
  ATM Rights

  	
   

  
	
  ATMs

  	
   

  
	
  Attorneys’ Fees

  	
   

  
	
  Available for Lease

  	
   

  
	
  Available Space Acceptance Notice

  	
   

  
	
  Available Space Commencement Date

  	
   

  
	
  Available Space Construction Period

  	
   

  
	
  Available Storage Space

  	
   

  
	
  Award

  	
   

  
	
  Bank Directional Signs

  	
   

  
	
  Bank Space Option

  	
   

  
	
  Base Building

  	
   

  
	
  Base Rate Standard

  	
   

  
	
  Base Rent

  	
   

  
	
  Base Rent Rate

  	
   

  
	
  B-Level

  	
   

  
	
  Block of Space

  	
   

  
	
  BofA

  	
   

  
	
  BofA Lease

  	
   

  
	
  BOMA

  	
   

  
	
  Brokers

  	
   

  
	
  Building Structure

  	
   

  
	
  Building Systems

  	
   

  
	
  Buildings

  	
   

  
	
  Business Customers

  	
   

  
	
  Business Hours

  	
   

  
	
  CalSTRS

  	
   

  
	
  Capital Items

  	
   

  
	
  Casualty Damage

  	
   

  
	
  Central Fountain

  	
   

  
	
  Claims, Damages and Expenses

  	
   

  
	
  C-Level

  	
   

  
	
  CNB Inscription Visual Impact

  	
   

  
	
  CNB Project Inscription

  	
   

  
	
  Collective Obligations

  	
   

  
	
  Commission Agreement

  	
   

  
	
  Common Areas

  	
   

  
	
  Comparable Buildings

  	
   

  
	
  Comparable Transactions

  	
   

  
	
  Confirmation Variables

  	
   

  
	
  Consent Alterations

  	
   

  
	
  Consent Transfer

  	
   

  
	
  Contemplated Transfer Date

  	
   

  
	
  Contemplated Transfer Space

  	
   

  
	
  Contiguity Condition

  	
   

  
	
  Control

  	
   

  
	
  Cost Pool

  	
   

  
	
  Cost Savings Device

  	
   

  
	
  Customary CGL Policy

  	
   

  
	
  Customer Free Validations

  	
   

  
	
  Damage Termination Date

  	
   

  
	
  Damage Termination Notice

  	
   

  
	
  Default Rate

  	
   

  
	
  Delay Portion

  	
   

  
	
  Delivery Period

  	
   

  
	
  Delivery Window

  	
   

  
	
  Delivery Windows

  	
   

  
	
  Demising Work

  	
   

  
	
  Design Problem

  	
   

  
	
  Designated Eight Year Expansion Floor

  	
   

  
	
  Designated Eleven Year Expansion Floor

  	
   

  
	
  Designated Five Year Expansion Floor

  	
   

  
	
  Designated Secondary Signage

  	
   

  
	
  Designated Tenant Signage Field

  	
   

  
	
  Directory Inscription Rights

  	
   

  
	
  Disputed Items

  	
   

  
	
  Domestic Government Use

  	
   

  
	
  Effective Date

  	
   

  
	
  Eight Year Expansion Remainder Space

  	
   

  
	
  Eight Year Expansion Space

  	
   

  
	
  Eighth Floor Hold Space

  	
   

  
	
  Election A

  	
   

  
	
  Election B

  	
   

  
	
  Election C

  	
   

  
	
  Electric Service

  	
   

  
	
  Electricity Consumption Standard

  	
   

  
	
  Electronic South Tower Directory

  	
   

  
	
  Eleven Year Expansion Remainder Space

  	
   

  
	
  Eleven Year Expansion Space

  	
   

  
	
  Eligibility Period

  	
   

  
	
  Emergency

  	
   

  
	
  Environmental Laws

  	
   

  
	
  Estimated Expense Statement

  	
   

  
	
  Event of Default

  	
   

  
	
  Excess Electrical Requirements

  	
   

  
	
  Exclusive Signage Occupancy Requirement

  	
   

  
	
  Exclusive Terms

  	
   

  
	
  Existing Comparable Governmental Tenant

  	
   

  
	
  Existing Identity Tenant

  	
   

  
	
  Existing Lines

  	
   

  
	
  Existing Security Instrument

  	
   

  
	
  Expansion Designation Notice

  	
   

  
	
  Expansion Exercise Notice

  	
   

  
	
  Expansion Option

  	
   

  
	
  Expansion Options

  	
   

  
	
  Expansion Period

  	
   

  
	
  Expansion Rent

  	
   

  
	
  Expansion Space

  	
   

  
	
  Expansion Space Commencement Date

  	
   

  
	
  Expansion Space Construction Period

  	
   

  
	
  Expense Records

  	
   

  
	
  Expense Year

  	
   

  
	
  Expiration Date

  	
   

  
	
  Express Removal Items

  	
   

  
	
  Extension Option

  	
   

  
	
  Extension Option Leasing Requirement

  	
   

  
	
  Extension Premises

  	
   

  
	
  Extension Term

  	
   

  
	
  Extension Term Annual Base Rent

  	
   

  
	
  Extension Term Annual Base Rent Notice

  	
   

  
	
  Eyebrow Sign Relocation Notice

  	
   

  
	
  Eyebrow Sign Relocation Period

  	
   

  
	
  Finish Work

  	
   

  
	
  First Addressee

  	
   

  
	
  First Expansion Option

  	
   

  
	
  First Increment Commencement Date

  	
   

  
	
  First Increment Delivery Penalty Date

  	
   

  
	
  First Increment Delivery Window

  	
   

  
	
  First Increment Office Space

  	
   

  
	
  First Offer Rent

  	
   

  
	
  First Reduction Date

  	
   

  
	
  First Reduction Option

  	
   

  
	
  Five Year Expansion Remainder Space

  	
   

  
	
  Five Year Expansion Space

  	
   

  
	
  Flower Street Eyebrow Sign

  	
   

  
	
  Flower Street Eyebrow Sign Relocation Right

  	
   

  
	
  FMRR

  	
   

  
	
  Force Majeure

  	
   

  
	
  Force Majeure Delays

  	
   

  
	
  Foreign Government Use

  	
   

  
	
  Fourth Increment Commencement Date

  	
   

  
	
  Fourth Increment Delivery Penalty Date

  	
   

  
	
  Fourth Increment Delivery Window

  	
   

  
	
  Fourth Increment Office Space

  	
   

  
	
  Free Rent Credit

  	
   

  
	
  Full Pylon Substitute

  	
   

  



 


i

















 


	
  Future Pylon Signs

  	
   

  
	
  Generator

  	
   

  
	
  Generator Space

  	
   

  
	
  Governmental Approvals and Entitlements

  	
   

  
	
  Handle

  	
   

  
	
  Handled

  	
   

  
	
  Handling

  	
   

  
	
  Hazardous Materials

  	
   

  
	
  High Consumption Equipment

  	
   

  
	
  Hold Space

  	
   

  
	
  Hold Space Commencement Date

  	
   

  
	
  Hold Space Option

  	
   

  
	
  Holidays

  	
   

  
	
  HVAC

  	
   

  
	
  HVAC Service

  	
   

  
	
  Identity Rights Termination Notice

  	
   

  
	
  Immediate Superior Right

  	
   

  
	
  Improvements

  	
   

  
	
  Increment of Space

  	
   

  
	
  Initial After Hours HVAC Rate

  	
   

  
	
  Initial Bank Location

  	
   

  
	
  Initial Expansion Notice

  	
   

  
	
  Initial Occupancy Requirement

  	
   

  
	
  Initial Premises

  	
   

  
	
  Initial Reduction Notice

  	
   

  
	
  Initial Reduction Option

  	
   

  
	
  Initial Reduction Space

  	
   

  
	
  Institutional Landlord Member

  	
   

  
	
  Institutional Owner Practices

  	
   

  
	
  Intention to Transfer Consent Notice

  	
   

  
	
  Interest Rate

  	
   

  
	
  J-2 Available Privileges

  	
   

  
	
  J-2 Parking Annex

  	
   

  
	
  J-2 Unreserved Parking Reduction Notice

  	
   

  
	
  J-2 Unreserved Privileges

  	
   

  
	
  Judgment

  	
   

  
	
  Landlord

  	
   

  
	
  Landlord Bank Space Recapture Right

  	
   

  
	
  Landlord Contribution

  	
   

  
	
  Landlord Parties

  	
   

  
	
  Landlord’s Insurance

  	
   

  
	
  Landlord’s Lease Undertakings

  	
   

  
	
  Landlord’s Project Signage Consultant

  	
   

  
	
  Landlord’s Statement

  	
   

  
	
  Late Charge

  	
   

  
	
  Late Charge Delinquency

  	
   

  
	
  Laws

  	
   

  
	
  Lease

  	
   

  
	
  Lease Documents

  	
   

  
	
  Lease Year

  	
   

  
	
  Leased RFO Space

  	
   

  
	
  Liens and Notices

  	
   

  
	
  LL Permitted Foreign GUse Premises

  	
   

  
	
  LL Permitted GUse Premises

  	
   

  
	
  Lost CNB Inscriptions

  	
   

  
	
  Management Space

  	
   

  
	
  Material Default

  	
   

  
	
  Maximum Electrical Amount

  	
   

  
	
  Memorandum of Lease

  	
   

  
	
  Nine Month Period

  	
   

  
	
  Non-Business Hours

  	
   

  
	
  Non-Renewal Space

  	
   

  
	
  North Eyebrow Sign

  	
   

  
	
  North Tower

  	
   

  
	
  Notice and Certification of Non Occupancy

  	
   

  
	
  Notice of Availability

  	
   

  
	
  Notices

  	
   

  
	
  Objectionable Name

  	
   

  
	
  Occupies

  	
   

  
	
  Occupy

  	
   

  
	
  Occupying

  	
   

  
	
  Offensive and Objectionable Entity

  	
   

  
	
  Offered Available Space

  	
   

  
	
  Operating Expenses

  	
   

  
	
  Operative Amendment

  	
   

  
	
  Other Improvements

  	
   

  
	
  Other Installations Items

  	
   

  
	
  Other Project Signs

  	
   

  
	
  Other Rent

  	
   

  
	
  Other Tenant Discussions

  	
   

  
	
  Other Tenant Lease

  	
   

  
	
  Other Tenant Prior Rights

  	
   

  
	
  Other Tenants

  	
   

  
	
  Outside Agreement Date

  	
   

  
	
  Outside Occupancy Threshold Date

  	
   

  
	
  Overlap Period

  	
   

  
	
  Owner Parties

  	
   

  
	
  Owner Party

  	
   

  
	
  Parking Facilities

  	
   

  
	
  Parking Fees

  	
   

  
	
  Parking Privileges

  	
   

  
	
  Parking Taxes

  	
   

  
	
  Partial CNB Set Pylons

  	
   

  
	
  Partial Extension Premises

  	
   

  
	
  Partial Floor Hold Space

  	
   

  
	
  Partial Floor Hold Space Floor

  	
   

  
	
  Partial Floor Size

  	
   

  
	
  Partial Lease Month Rent

  	
   

  
	
  Partial Pylon Sign Substitute

  	
   

  
	
  Partial Renewal Right

  	
   

  
	
  Pay Back Period

  	
   

  
	
  Permitted Assignee

  	
   

  
	
  Permitted Domestic Governmental Use

  	
   

  
	
  Permitted Foreign Governmental Use

  	
   

  
	
  Permitted Governmental Lease

  	
   

  
	
  Permitted Ground Floor Lobby Tenant

  	
   

  
	
  Permitted Other Reason

  	
   

  
	
  Permitted Parking Transferees

  	
   

  
	
  Permitted Plaza Building First Class Tenant

  	
   

  
	
  Permitted Plaza Building First Class Use

  	
   

  
	
  Plaza Area

  	
   

  
	
  Plaza Building

  	
   

  
	
  Plaza Building Commencement Date

  	
   

  
	
  Plaza Building Delivery Penalty Date

  	
   

  
	
  Plaza Building Delivery Window

  	
   

  
	
  Plaza Building Operating Requirement
  Failure

  	
   

  
	
  Plaza Building Parapet

  	
   

  
	
  Plaza Building Sign

  	
   

  
	
  Plaza Building Space

  	
   

  
	
  Plaza Extension Term Annual Base Rent

  	
   

  
	
  Plaza Trees

  	
   

  
	
  Possession Date

  	
   

  
	
  Possessory Interest Taxes

  	
   

  
	
  Potential First Offer Space

  	
   

  
	
  Premises

  	
   

  
	
  Prior Tenants’ Project Identity Rights
  Termination

  	
   

  
	
  Prohibited Uses

  	
   

  
	
  Project

  	
   

  
	
  Project Exterior Signage Program

  	
   

  
	
  Project Name

  	
   

  
	
  Project Name Rights

  	
   

  
	
  Project Upgrades

  	
   

  
	
  Property Taxes

  	
   

  
	
  Proposition 13 Protection Amount

  	
   

  
	
  Proposition 13 Purchase Price

  	
   

  
	
  Prospective Identity Tenant

  	
   

  
	
  Prospective North Eyebrow Sign Location

  	
   

  
	
  Protected Reassessment

  	
   

  
	
  Protected Sale

  	
   

  
	
  Protected Tax Increase

  	
   

  
	
  Protection Period

  	
   

  
	
  Public Entity

  	
   

  
	
  Qualifying Partial Floor

  	
   

  
	
  Qualifying Plaza Subtenant

  	
   

  
	
  Real Property Taxes

  	
   

  
	
  Reassessment

  	
   

  
	
  Recognition Agreement

  	
   

  
	
  Reduced Operating Amount

  	
   

  
	
  Reduced Operating Amount Credit

  	
   

  
	
  Reduction Amount

  	
   

  
	
  Reduction Date

  	
   

  
	
  Reduction Fee

  	
   

  
	
  Reduction Notice

  	
   

  
	
  Reduction Option

  	
   

  
	
  Reduction Space

  	
   

  
	
  Reimbursements

  	
   

  
	
  Relocated Bank Space

  	
   

  
	
  Remainder Space

  	
   

  
	
  Remaining Space

  	
   

  
	
  Remeasured RSF Notice

  	
   

  
	
  Remeasurement Notice

  	
   

  
	
  Remeasuring Party

  	
   

  
	
  Renewal Notice

  	
   

  



 


ii

















 


	
  Renovation Work

  	
   

  
	
  Rent

  	
   

  
	
  Rent Concessions

  	
   

  
	
  Rentable Area

  	
   

  
	
  Request for Notice of Availability

  	
   

  
	
  Requesting Party

  	
   

  
	
  Required A-Level Privileges

  	
   

  
	
  Required J-2 Privileges

  	
   

  
	
  Reserved Parking Privileges

  	
   

  
	
  Responding Party

  	
   

  
	
  Restoration

  	
   

  
	
  Restore

  	
   

  
	
  Review Expenses

  	
   

  
	
  Revised Available Space Acceptance Notice

  	
   

  
	
  Revised Notice of Availability

  	
   

  
	
  RFO Rights

  	
   

  
	
  Riser

  	
   

  
	
  RSF Objection Notice

  	
   

  
	
  Rules and Regulations

  	
   

  
	
  Sale

  	
   

  
	
  Scheduled Available Space Commencement Date

  	
   

  
	
  Scheduled Expansion Designation Date

  	
   

  
	
  Scheduled Hold Space Delivery Date

  	
   

  
	
  Scheduled Offered Available Space Delivery
  Date

  	
   

  
	
  Scheduled Rent

  	
   

  
	
  Second Expansion Option

  	
   

  
	
  Second Increment Commencement Date

  	
   

  
	
  Second Increment Delivery Penalty Date

  	
   

  
	
  Second Increment Delivery Window

  	
   

  
	
  Second Increment Office Space

  	
   

  
	
  Second Parking Reduction Option

  	
   

  
	
  Second Reduction Date

  	
   

  
	
  Second Reduction Option

  	
   

  
	
  Secured Areas

  	
   

  
	
  Securities/Investment Firms

  	
   

  
	
  Security Instruments

  	
   

  
	
  Seventh Floor Hold Space

  	
   

  
	
  SNDAA

  	
   

  
	
  South Eyebrow Sign

  	
   

  
	
  South Side Space

  	
   

  
	
  South Tower

  	
   

  
	
  South Tower Building Envelope

  	
   

  
	
  South Tower Directory

  	
   

  
	
  South Tower Entrance Signs

  	
   

  
	
  South Tower Extension Premises

  	
   

  
	
  South Tower Extension Term Annual Base Rent

  	
   

  
	
  South Tower Eyebrow Signs

  	
   

  
	
  South Tower Occupancy Requirement

  	
   

  
	
  South Tower Premises

  	
   

  
	
  South Tower Signs

  	
   

  
	
  South Tower Top Signs

  	
   

  
	
  Special Risks

  	
   

  
	
  Standard Lease Provisions

  	
   

  
	
  Statutory Written Notices or Complaints

  	
   

  
	
  Storage Premises

  	
   

  
	
  Storage Premises Commitment Notice

  	
   

  
	
  Storage Rent

  	
   

  
	
  Subject Space

  	
   

  
	
  Sublease

  	
   

  
	
  Sublease Space

  	
   

  
	
  Subsequent Premises

  	
   

  
	
  Subsequent Sales

  	
   

  
	
  Substitute Credit Enhancements

  	
   

  
	
  Substitute J&C Contractor

  	
   

  
	
  Substitute Parking Area

  	
   

  
	
  Subtenant

  	
   

  
	
  Subterranean Garage

  	
   

  
	
  Subterranean Space

  	
   

  
	
  Successor

  	
   

  
	
  Superior Mortgagees

  	
   

  
	
  Superior Right

  	
   

  
	
  Superior Right Holders

  	
   

  
	
  Taking

  	
   

  
	
  Taking Date

  	
   

  
	
  Target Delivery Date

  	
   

  
	
  Target First Increment Commencement Date

  	
   

  
	
  Target Fourth Increment Commencement Date

  	
   

  
	
  Target Plaza Building Commencement Date

  	
   

  
	
  Target Second Increment Commencement Date

  	
   

  
	
  Target Third Increment Commencement Date

  	
   

  
	
  Tasteful

  	
   

  
	
  Telecommunications Equipment

  	
   

  
	
  Tenant

  	
   

  
	
  Tenant Competitor

  	
   

  
	
  Tenant CPA

  	
   

  
	
  Tenant Entity

  	
   

  
	
  Tenant Maintained Signs

  	
   

  
	
  Tenant Parties

  	
   

  
	
  Tenant Plaza Building Identification Rights

  	
   

  
	
  Tenant Project Identification Rights

  	
   

  
	
  Tenant Responsible Work

  	
   

  
	
  Tenant’s Additional ATM Right

  	
   

  
	
  Tenant’s Area Request

  	
   

  
	
  Tenant’s ATM Right

  	
   

  
	
  Tenant’s B-Level ATM Location

  	
   

  
	
  Tenant’s Contribution

  	
   

  
	
  Tenant’s Exterior Signs

  	
   

  
	
  Tenant’s Occupants

  	
   

  
	
  Tenant’s Occupants’ Maximum Amount

  	
   

  
	
  Tenant’s Percentage Share

  	
   

  
	
  Tenant’s Plaza Building ATM Location

  	
   

  
	
  Tenant’s Security System

  	
   

  
	
  Term

  	
   

  
	
  Third Expansion Option

  	
   

  
	
  Third Increment Commencement Date

  	
   

  
	
  Third Increment Delivery Penalty Date

  	
   

  
	
  Third Increment Delivery Window

  	
   

  
	
  Third Increment Office Space

  	
   

  
	
  Tower Name Rights

  	
   

  
	
  Transfer

  	
   

  
	
  Transfer Consent Notice

  	
   

  
	
  Transfer Costs

  	
   

  
	
  Transfer Profits

  	
   

  
	
  Transferee

  	
   

  
	
  Unfinished Space

  	
   

  
	
  Unoccupied Space

  	
   

  
	
  Upgrade Milestone

  	
   

  
	
  Usable Area

  	
   

  
	
  Useful Life

  	
   

  
	
  Utility Connections

  	
   

  
	
  Variable Expenses

  	
   

  
	
  worth at the time of award

  	
   

  



 


iii

















 


OFFICE LEASE


 


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


 


BASIC LEASE PROVISIONS


 


	
  1.

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

  
	
   

  
	
  2.

  	
  Description of Premises/Building/Project:

  
	
   

  
	
   

  	
  2.1  Premises:

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

  
	
   

  
	
   

  	
  (i)

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

  
	
   

  
	
   

  	
  (ii)

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

  
	
   

  
	
   

  	
  (iii)

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

  
	
   

  
	
   

  	
  (iv)

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

  
	
   

  
	
   

  	
  (v)

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

  
	
   

  
	
   

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

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  	
  2.2  Rentable Area

  of the Premises:

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

  
	
   

  
	
   

  	
  2.3  Buildings:

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

  
	
   

  
	
   

  	
  2.4  Project:

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

  
	
   

  
	
   

  	
  2.5  Rentable Area

  of the Project:

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

  
	
   

  
	
   

  
	
  3.

  	
  Term:

  
	
   

  
	
   

  	
  3.1  Initial Term:

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

  



 


1

















 


	
   

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

  
	
   

  
	
   

  	
  3.2  Options to Extend

  the Term:

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

  
	
   

  
	
   

  
	
   

  	
  3.3  Delivery Windows:

  
	
   

  
	
   

  	
  (i)

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

  
	
   

  
	
   

  	
  (ii)

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

  
	
   

  
	
   

  	
  (iii)

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

  
	
   

  
	
   

  	
  (iv)

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

  
	
   

  
	
   

  	
  (v)

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

  
	
   

  
	
   

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

  
	
   

  
	
   

  	
  3.4  Commencement Date:

  
	
   

  
	
   

  	
  (i)

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

  
	
   

  
	
   

  	
  (ii)

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

  
					



 


2

















 


	
   

  	
   

  	
  (iii)

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

  
	
   

  
	
   

  	
  (iv)

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

  
	
   

  
	
   

  	
  (v)

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

  



 


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


 


4.1         First
Increment Office Space Base Rent:*


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“First Increment

  Base Rent Rate”)

  	
   

  
	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


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


 












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


 


4.2   Second Increment
Office Space Base Rent:


 


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


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“20th
  Floor Base

  Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


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


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“22nd Floor

  Base Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 












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


 


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


 


4

















 


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


 


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


 


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


 


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


 


4.3   Plaza Building
Space Base Rent:


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


5

















 


4.4   Third Increment Office Space
Base Rent:


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“Third Increment

  Base Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


4.5   Fourth Increment Office Space
Base Rent:


 


	
  Applicable

  Months

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Annual

  Base Rent

  	
   

  	
  Base Rental Rate

  Per RSF Per Year

  (“Fourth Increment

  Base Rent Rate”)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


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


 


	
  5.1

  	
  Premises:

  	
   

  	
  11.70

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
  First Increment Office Space:

  	
   

  	
  3.85

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.3

  	
  Second Increment Office Space:

  	
   

  	
  1.93

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
  Plaza Building Space:

  	
   

  	
  0.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
  Third Increment Office Space:

  	
   

  	
  1.90

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.6

  	
  Fourth Increment Office Space:

  	
   

  	
  3.77

  	
  %

  



 


6.             Security Deposit:  None (Article 6)


 


7.             Parking Privileges: 
(Article 20)


 


	
  7.1

  	
  A-Level Valet Privileges:

  	
   

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

  Subterranean [ILLEGIBLE] *

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

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.2

  	
  J-2 Unreserved Privileges:

  	
   

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

  

  *

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

  

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

  



 


6

















 


	
   

  	
   

  	
   

  	
  Plaza Building Space: *

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

  *

  
	
   

  	
   

  	
   

  	
   

  
	
  7.3

  	
  Validation Privileges:

  	
   

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

  *

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  



 


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


 


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


 


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


 


9.             Permitted
Use:     (Section 7.1)


 


	
  9.1

  	
  South Tower Premises:

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
  9.2

  	
  Plaza Building Space:

  	
   

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

  



 


10.           Addresses
for Notices (Article 26):


 


To:          Tenant


 


	
  Prior to the Commencement Date:

  	
   

  	
  After the Commencement Date:

  
	
   

  	
   

  	
   

  
	
  City National Bank

  	
   

  	
  City National Bank

  
	
  606 S. Olive Street

  	
   

  	
  606 S. Olive Street

  
	
  Suite 1100

  	
   

  	
  Suite 1100

  
	
  Los Angeles, CA 90014

  	
   

  	
  Los Angeles, California 90014

  
	
  Attn: Senior Vice President and Manager of

  Corporate Premises

  	
   

  	
  Attn: Senior Vice President and Manager of Corporate

  Premises

  
	
   

  	
   

  	
   

  
	
  (the “First Addressee”)

  	
   

  	
  (the “First Addressee”)

  



 


7

















 


With a copy to:


 


City National Bank


400 N. Roxbury Drive


Beverly Hills, CA 90210


Attn: General Counsel


 


And with a copy to:


 


*


 


And with a copy to:


 


Cushman & Wakefield of California, Inc.


601 South Figueroa Street, 47th Floor


Los Angeles, CA 90017


Attn: Lynn A. Williams


 


To: Landlord


 


TPG Plaza Investments, LLC


c/o Thomas Properties Group, LLC


515 South Flower Street


6th Floor


Los Angeles, California 90071


Attn: John Sischo


 


With a copy to:


 


*


 


And with a copy to:


 


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


 


(a)           Address
for Payment of Monthly Base Rent:


 


TPG Plaza Investments, LLC


 


*


 


8

















 


If By Wire Transfer:


 


:


*


 


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


 


TPG Plaza Investments, LLC


 


*


 


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


 


9

















 


STANDARD LEASE PROVISIONS


 


ARTICLE 1 -
PREMISES


 


1.1           Lease of Premises.


 


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


 


1.1.2        Relocation of the Plaza Building Space.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


1.4                                 Common Areas.


 


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


 


1.4.2                        Contemplated Changes to the Common Areas.


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.5                                 Project.


 


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


 


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


 


12

















 


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


 


1.6                                 Initial Right to Reduce or Expand Premises.


 


1.6.1                        Reduction of Premises.


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


1.6.2                        Hold Space Option.


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.7.3                        Expansion Space Delivery Dates.


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


1.8                                 Right of First Offer.


 


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


 


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


 


1.8.3                        Procedure for Offer and Acceptance.


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


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


 


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


 


*


 


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


 


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


 


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


 


21

















 


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


 


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


 


1.9                                 Options to Reduce South Tower Space.


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


 


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


 


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


 


ARTICLE 2 - TERM


 


2.1           Term.


 


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


 


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


 


2.2           Commencement.


 


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


 


2.3           Delay in Delivery.


 


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


 


24

















 


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


 


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


 


 


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


 


 


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


 


 


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


 


 


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


 


 


2.4           Options to Extend.


 


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


 


25

















 


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


 


2.4.2        Extension Term Annual Base Rent.


 


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


 


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


 


2.4.3        Definition of FMRR.


 


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


 


26

















 


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


 


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


 


2.4.4        Exercise of Option.


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 3 - RENT; LATE CHARGES


 


3.1           Base Rent; Rent.


 


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


 


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


 


28

















 


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


 


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


 


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


 


ARTICLE 4 - ADDITIONAL RENTAL


 


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


 


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


 


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


 


4.2           Definitions.


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


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


 


*


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)            Property
Taxes;


 


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


 


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


 


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


 


31

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xxxv)      any
advertising expenditures;


 


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


 


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


 


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


 


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


 


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


 


33

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.3           Calculation Methods and Adjustments.


 


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


 


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


 


34

















 


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


 


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


 


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


 


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


 


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


 


35

















 


 


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


 


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


 


4.5           Review of Landlord’s Statement.


 


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


 


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


 


36

















 


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


 


4.6           Proposition 13 Protection.


 


4.6.1        Defined Terms


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.6.2        Protection.


 


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


 


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


 


4.6.3        Impact
of Subsequent Sales.


 


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


 


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


 


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


 


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ARTICLE 5 - ADDITIONAL TAXES


 


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


 


ARTICLE 6 - SECURITY DEPOSIT


 


[Intentionally omitted].


 


ARTICLE 7 - 
USE OF PREMISES


 


7.1           Tenant’s Permitted Use.


 


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


 


38

















 


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


 


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


 


7.2           Compliance With Laws and Other Requirements.


 


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


 


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


 


7.3           Hazardous Materials.


 


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


 


39

















 


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


 


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


 


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


 


7.4           Existence of Asbestos.


 


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


 


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


 


ARTICLE 8 - UTILITIES AND SERVICES


 


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


 


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


 


8.1.2        Electricity.


 


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


 


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


 


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


 


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


 


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


 


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


 


8.1.6        Janitorial and Cleaning.


 


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


 


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


 


41

















 


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


 


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


 


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


 


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


 


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


 


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


 


42

















 


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


 


ARTICLE 9 - MAINTENANCE AND REPAIRS


 


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


 


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


 


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


 


ARTICLE 10 - ALTERATIONS, ADDITIONS AND 


IMPROVEMENTS


 


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


 


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


 


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


 


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


 


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


 


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


 


10.6        Surrender.


 


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


 


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


 


45

















 


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


 


ARTICLE 11 - INDEMNIFICATION AND INSURANCE


 


11.1         Waiver of Liability and Indemnification.


 


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


 


11.1.2      Indemnity.


 


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


 


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


 


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


 


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


 


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


*


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


47

















 


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


 


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


 


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


 


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


 


ARTICLE 12 - DAMAGE OR DESTRUCTION


 


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


 


12.2         Landlord and Tenant Termination Rights.


 


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


 


48

















 


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


 


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


*


 


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


 


49

















 


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


 


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


 


ARTICLE 13 - CONDEMNATION


 


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


 


ARTICLE 14 - ARBITRATION


 


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


 


50

















 


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


 


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


 


14.3         Arbitration Procedure.


 


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


 


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


 


ARTICLE 15 - ASSIGNMENT AND SUBLETTING


 


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


 


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


 


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


 


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


 


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


 


51

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


*


 


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


 


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


 


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


 


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


 


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


 


53

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


55

















 


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


 


ARTICLE
16 -
DEFAULT AND REMEDIES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


56

















 


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


 


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


 


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


 


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


 


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


 


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


 


16.8                           Default
by Landlord.


 


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


 


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


 


57

















 


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


 


ARTICLE
17 -
ATTORNEYS FEES; COSTS OF SUIT


 


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


 


ARTICLE
18 -
SUBORDINATION AND ATTORNMENT


 


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


 


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


 


ARTICLE
19 -
QUIET ENJOYMENT; NON-COMPETITION


 


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


 


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


 


58

















 


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


 


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


 


ARTICLE
20 - PARKING


 


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


 


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


 


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


 


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


 


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


 


59

















 


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


 


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


 


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


 


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


 


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


 


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


 


60

















 


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


 


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


 


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


 


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


 


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


 


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


 


61

















 


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


 


ARTICLE
21 -
RULES AND REGULATIONS


 


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


 


ARTICLE 22 - ESTOPPEL CERTIFICATES


 


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


 


ARTICLE
23 - ENTRY BY LANDLORD


 


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


 


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


 


ARTICLE 24 - LANDLORD’S LEASE
UNDERTAKINGS-EXCULPATION FROM PERSONAL LIABILITY TRANSFER OF LANDLORD’S
INTEREST


 


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


 


62

















 


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


*


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


 


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


 


ARTICLE
25 - HOLDOVER TENANCY


 


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


 


ARTICLE
26 - NOTICES


 


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


 


63

















 


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


 


ARTICLE
27 - BROKERS


 


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


 


ARTICLE 28 - SIGNAGE AND PROJECT IDENTITY
RIGHTS


 


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


 


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


 


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


 


64

















 


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


 


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


 


28.5                           Tenant’s Exterior Signage.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


28.5.4      Occupancy
Requirements.


 


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


 


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


 


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


 


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


 


28.6         Cost
and Maintenance.


 


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


 


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


 


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


 


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


 


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


 


28.9         Additional
Signage Provisions.


 


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


 


69

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
29 - STORAGE PREMISES


 


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


 


	
  Month of Term

  	
   

  	
  Monthly
  Storage Rent/usable square foot

  
	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  *

  



 


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


 


71

















 


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


 


ARTICLE
30 - MISCELLANEOUS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


72

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30.16       [INTENTIONALLY OMITTED]


 


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


 


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


 


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


 


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


 


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


 


73

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


74

















 


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


 


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


 


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


 


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


 


75

















 


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


 


	
  LANDLORD:

  	
   

  
	
   

  	
   

  
	
  TPG PLAZA
  INVESTMENTS, LLC

  	
   

  
	
  a Delaware
  limited liability company

  	
   

  
	
   

  	
   

  
	
  By:

  	
  TPGA, LLC

  	
   

  	
   

  
	
   

  	
  a Delaware
  limited liability company, its Managing Member

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TPG/CALSTRS,
  LLC

  	
   

  
	
   

  	
   

  	
  a Delaware
  limited liability company, its Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  THOMAS
  PROPERTIES GROUP, LLC

  	
   

  
	
   

  	
   

  	
   

  	
  a Delaware
  limited liability company, its Managing Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James A.
  Thomas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name:

  	
  James A.
  Thomas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President
  & CEO

  	
   

  	
   

  
										



 


	
  TENANT:

  	
   

  
	
   

  	
   

  
	
  CITY
  NATIONAL BANK,

  	
   

  
	
  a national
  banking association

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Russell
  Goldsmith

  	
   

  
	
  Print Name:

  	
  Russell
  Goldsmith

  	
   

  
	
  Title:

  	
  Chairman of
  the Board & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Frank P. Pekny

  	
   

  
	
  Print Name:

  	
  Frank P.
  Pekny

  	
   

  
	
  Title:

  	
  CFO

  	
   

  
							



 


76

















 


DEPICTION OF


THE PLAZA BUILDING SPACE


 


[GRAPHIC]


 


EXHIBIT
“A”


 


DEPICTION OF THE PREMISES


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
  Arco Plaza
  South Tower – Floor S9

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S10

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S11

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S12

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S13

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S16

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S17

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S18

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S19

  	
   

  	
  © 1985-2003 Stevenson
  Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S20

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S21

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


[GRAPHIC]


 


	
  [GRAPHIC] 

  	
  Arco Plaza
  South Tower – Floor S22

  	
   

  	
  © 1985-2003
  Stevenson Systems, Inc.

  
	
   

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

  	
   

  	
  All Rights Reserved /
  www.stevensonsystems.com

  



 

















 


EXHIBIT
“A-1”


 


DEPICTION OF THE SOUTH SIDE SPACE


 


[GRAPHIC]


 


City National Lease


 

















 


EXHIBIT
“B”


 


NOTICE OF LEASE TERM DATES


 


To:


 


 


 


 


 


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


 


Ladies and Gentlemen:


 


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


 


1.             Commencement of Term:


 


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


 


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


 


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


 


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


 


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


 


2.             Rent Commencement:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.                                       Premises:


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


LANDLORD:


 


TPG PLAZA INVESTMENTS, LLC


a Delaware limited liability
company


 


	
  By:

  	
  TPGA, LLC

  
	
   

  	
  a Delaware
  limited liability company, its Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TPG/CALSTRS,
  LLC

  
	
   

  	
   

  	
  a Delaware
  limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  THOMAS
  PROPERTIES GROUP, LLC

  
	
   

  	
   

  	
   

  	
  a Delaware
  limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed to
  and Accepted as

  
	
  of
                                ,
  20         .

  
	
   

  
	
  TENANT:

  
	
   

  
	
  CITY
  NATIONAL BANK,

  
	
  a national
  banking association

  
	
   

  
	
   

  
	
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EXHIBIT
“C”


 


WORK LETTER


 

















 


EXHIBIT “C”


 


525-555 SOUTH FLOWER STREET


 


WORK LETTER


 


PREAMBLE


 


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


 


SECTION 1


 


DELIVERY OF THE
PREMISES AND PERFORMANCE OF THE BASE BUILDING WORK


 


1.l           South Tower Premises.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION
2


 


TENANT
IMPROVEMENTS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.3.1       Monthly Disbursements.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


SECTION
3


 


CONSTRUCTION
DRAWINGS


 


3.1          Selection of Architect/Construction
Drawings.


 


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


 


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


 


6

















 


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


 


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


 


3.2          Preliminary Space Plans.


 


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


 


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


 


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


 


3.3          Final Space Plan.


 


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


 


7

















 


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


 


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


 


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


 


3.4          Completion of Construction Drawings.


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


SECTION
4


 


CONSTRUCTION
OF THE TENANT IMPROVEMENT


 


4.1          Tenant’s Selection of Contractors.


 


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


 


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


 


9

















 


 


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


 


4.2                               Construction
of Tenant Improvements by Tenant’s Agents.


 


4.2.1                     Construction Contract.


 


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


 


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


 


4.2.2       Tenant’s
Agents.


 


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


 


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


 


(c)           Insurance Requirements.


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


4.2.5                     Meetings.


 


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


 


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


 


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


 


11

















 


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


 


SECTION 5


 


DELAY OF COMMENCEMENT DATE


 


5.1                               Commencement Date Delays.


 


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


 


5.1.2       Force
Majeure Delay.


 


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


 


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


 


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


 


12

















 


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


 


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


 


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


 


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


 


(b)           Non-Verifiable Background Plans
Condition Delays;


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


SECTION 6


 


MISCELLANEOUS


 


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


 


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


 


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


 


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


 


6.5          Presence
of Hazardous Materials.


 


6.5.1       Hazardous
Materials Other than ACM.


 


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


 


14

















 


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


 


6.5.2       ACM.


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


17

















 


SCHEDULE 1-A TO EXHIBIT C


 


Part
I


 


Delivery Dates for Delivery of Background
Plans


 


	
  1.

  	
   

  	
  First
  Increment Office Space:

  	
   

  	
  November 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Second
  Increment Office Space:

  	
   

  	
  December 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Third
  Increment Office Space:

  	
   

  	
  December 31,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Fourth
  Increment Office Space:

  	
   

  	
  December 31,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Plaza
  Building Space:

  	
   

  	
  May 15, 2004

  



 


Part
II


 


Delivery Dates for Delivery of Restroom Plans


 


	
  1.

  	
   

  	
  First
  Increment Office Space

  (provided, that no Restroom Plans

  shall be delivered for Floor 16):

  	
   

  	
  December 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Second
  Increment Office Space:

  	
   

  	
  December 15,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Third
  Increment Office Space:

  	
   

  	
  May 15, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Fourth
  Increment Office Space:

  	
   

  	
  May 15, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Plaza
  Building Space:

  	
   

  	
  Not
  applicable

  



 


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


 


SCHEDULE 1-A TO

EXHIBIT C


 


1

















 


SCHEDULE 1-B TO EXHIBIT C


 


SOUTH TOWER BASE BUILDING WORK


 


1.             Base Building Work.


 


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


 


(a)           Demolition
Work.


 


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


 


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


 


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


 


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


 


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


 


(b)           Asbestos
Abatement.


 


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


 


1

















 


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


 


(c)           Base Building/Systems and
Equipment.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SOUTH TOWER

BASE BUILDING

WORK


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


2.             Compliance
with Law.


 


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


 


4

















 


 


SCHEDULE 1-C TO
EXHIBIT C


 


Minimum Base Building
Work


 


1.                                      All Space.


 


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


 


2.                                      Restroom
Renovation.


 


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


 


3.                                      Specific
Exceptions to Minimum Base Building Work.


 


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


 


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


 


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


 


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


 


1

















 


SCHEDULE 1-D TO EXHIBIT C


 


PLAZA BUILDING BASE BUILDING


 


1.                                      Base
Building Work.


 


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


 


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


 


(b)                                 Asbestos Abatement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.                                       Compliance with Law.


 


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


 


PLAZA BUILDING

BASE BUILDING


 


2

















 


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


 


3

















 


SCHEDULE 2 TO EXHIBIT C


 


TENANT IMPROVEMENT SPECIFICATIONS


 


 


1

















 


Thomas Properties Group, LLC


 


TENANT IMPROVEMENT SPECIFICATIONS


 


FOR THE SOUTH TOWER


 


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


 


1.               Demising Partition


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.               Interior Partition


 


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


 


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


 


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


 


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


 


5.               Partitions
to be diagonally braced per code.


 


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


 


3.               Corridor and Interior Door Assembly


 


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


 


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


 


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


 


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


 


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


 


6.               LOCK
KEYWAYS to be: (SCHLAGE)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Revised November 18, 2003


 


1

















 


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


 


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


 


5.               Ceiling System


 


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


 


2.               Hard
Ceilings:

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


 


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


 


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


 


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


 


6.               Painting


 


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


 


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


 


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


 


7.               Wall Base


 


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


 


2.               Colors
to be selected from Building Standards.


 


8.               Floor Covering (Building Standard)


 


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


 


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


 


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


 


4.               It
is strongly suggested that Carpet Tiles be used over the Walker Duct areas to
allow for access.


 


9.               Window Coverings


 


1.               Roller
Shades –


 


a.               Screencloth
– 3G Mermet, Super twill 300, Charcoal - Pewter


 


b.              Mechanism/Clutch
– Nysan Chain Operator, lift assist, stainless steel chain


 


10.         Glass Sections and Sidelights


 


1.               Use
Western Integrated Materials, Inc.  Part
numbers 315–1 through 315–7 x, as needed. 
All glass to be safety glass per code.


 


11.         Lighting Fixtures


 


1.               Building
Standard Fluorescent Fixtures:


 


a.               2'
x 4' recessed fixture with 3" high, 18 cell, low iridescent, diffuse
parabolic louver; with two or three F32T8, 3500 degree K lamps, CRI 90 or
higher; electronic ballast with 10% THD. 
Metalux Cat. No. 2EP3S (2 or 3) 32T8S361EB or equivalent products of
Columbia, Lightolier or Lithonia.


 


b.              2'x2'
recessed fixture with 3" high, 9 cell, low iridescent diffuse parabolic
louver; with two or three F32T8-U6, 3500 degree K lamps, CRI 90 or higher;
electronic ballast with 10% THD.


 


2

















 


Metalux Cat.
No. 2EP3SX (2 or 3) U6T8S33IEB or equivalent products of Columbia, Lightolier
or Lithonia.


 


c.               Compact
fluorescent recessed downlight with 7-3/8 inch aperture, 32 watt triple
fluorescent lamp and electronic ballast. 
Halo No. C7032-7050 or equivalent products of Lightolier or Lithonia.


 


d.              Compact
fluorescent recessed wall wash fixture with 7-3/8 inch aperture, 32 watt triple
fluorescent lamp and electronic ballast. 
Halo No. C7032-7010 or equivalent products of Lightolier or Lithonia.


 


2.               Emergency
lighting shall be provided as required by code and connected to building
emergency circuits.


 


3.               Non-standard
fluorescent fixtures shall have T-8 lamps and electronic ballasts.  The building is not responsible for
maintaining non-standard lighting or replacing lamps in non-standard fixtures.


 


4.               Where
2'x4' recessed building standard fixtures are visible from outside the
building, they shall be placed with the four foot dimension in the east-west
direction.


 


5.               Building
standard exit signs shall be Lithonia Precise, edge lighted, with 6-inch high
green letters on clear background, LED lamps, two-circuit for connection to
building normal and emergency power systems.


 


12.         Light Switching


 


1.               Lighting
in all areas shall be controlled by occupancy sensors.  Wall mounted sensors shall be Novitas
#01-400 single or dual level; ceiling mounted sensors shall be Novitas of the
required type.


 


13.         Receptacle and Telephone Outlets


 


1.               Duplex
wall receptacles shall be 20 amp, 120 volt, NEMA 5-20R, Leviton No. 16362-HGW,
white decora with white plastic plate.


 


2.               Pedestal
service fittings on cellular decking system shall be Wiremold of the desired
configuration.


 


3.               Receptacles
shall be installed in 4/S box, minimum size.


 


4.               Telephone
outlets shall be installed in minimum 4/S box with EMT conduit, 3/4
inch minimum size, up to ceiling space. 
Cover plates shall be white plastic.


 


14.         Electrical Wiring System


 


1.               All
wiring shall be installed in code-approved conduit system, except that wiring
for recessed lighting in demountable ceilings may be relocatable, plug-in type
of a manufacturer approved by the building.


 


2.               Conduit
installed above demountable ceilings shall be supported independent from the
ceiling system.


 


3.               New
panelboards and transformers if required shall be G.E. to match existing.


 


4.               Existing
cellular decking system may be used for tenant power and telephone wiring if
desired.


 


5.               No
tenant electrical or telephone equipment can be installed in building
electrical or telephone rooms.


 


6.               No
tenant equipment other than required emergency lighting and exit signs can be
connected to the building emergency system.


 


15.         Fire Alarm System Additions shall be
Pyrotronics equipment and installed by the building approved contractor.  All fire alarm wiring shall be installed in
conduit, except that wiring for speakers and strobes may be installed with
approved plenum rated cable.


 


16.         Power Metering


 


1.               Power
for all over-standard equipment such as computers, telephone switches,
supplementary air condition, food service equipment, etc., shall be separately
metered by the Tenant.


 


2.               Meters
shall be E-MON D-MON with meters located in the building electrical room.


 


17.         HVAC Tenant Design Criteria


 


3

















 


1.               General:  The design of the tenant HVAC system shall
comply with the Uniform Building code as amended by the City of Los Angeles,
City of Los Angeles Fire Code, California Title 24 Energy Conservation Code for
office buildings and other applicable codes and industrial safety orders.


 


2.               Tenant
Zones – (Typical Floors excluding Ground Floor):


 


a.               Private
offices and open office areas are not to be connected to the same zone.  Applicable to interior zones.


 


b.              If
there is a high heat loan for a room, it shall have a separate zone and a
supplementary cooling system, if needed.


 


c.               Lunch
rooms, pantry and coffee rooms shall have separate zones and ducted exhaust.


 


d.              Do
not locate acoustically sensitive areas next to duct shafts or elevator.


 


3.               Design
Conditions:


 


	
   

  	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  
	
  a.

  	
  Outside Dry
  Bulb:

  	
   

  	
  99°F

  	
   

  	
  41°F

  
	
   

  	
  Outside Wet
  Bulb:

  	
   

  	
  72°F

  	
   

  	
  —

  
	
   

  	
  Inside Dry
  Bulb:

  	
   

  	
  75°F

  	
   

  	
  70°F

  
	
   

  	
  Inside
  Relative Humidity:

  	
   

  	
  30%-60%

  	
   

  	
  30%-60%

  
	
   

  	
  Mean Daily
  Range:

  	
   

  	
  21°F

  	
   

  	
  —

  



 


b.              Minimum
Ventilation: Per ASHRAE Standard 62-1989 or 15.0 CFM/100 square feet, whichever
is higher.


 


c.               Maximum
Air Supply: Maximum average air supply rate of 0.8 CFM/square foot of
conditioned space in interior zones.


 


4.               Interior
Loads:


 


a.               Lights:  1.5 watts/square foot maximum.  1.2 watts/square foot average.


 


b.              Miscellaneous
Equipment:  Maximum continuous heat
output equal to 2.0 watts/square foot (6.6 BTU/square foot of conditioned
space.)


 


c.               People:  150 square feet/person.


 


5.               Air
Handling System:


 


a.               Perimeter
zones of building – induction units: Each unit with a thermostatically
controlled valve for cooling and heating control.  Ventilation outdoor air to these units is from the primary air
system.  Induction units will provide
cooling and heating to offset solar, transmission, lighting, power and people
load for a perimeter zone depth of 15 feet maximum.


 


b.              Interior
zones of building: Multiple central station air handler units located in
mechanical equipment floors.  Each unit
has duct riser serving multiple floors. 
Total of five riser outlets per floor. 
Tenant HVAC designer to ensure uniform loading of each riser takeoff on
each tenant floor.


 


6.               Return
Air:


 


a.               Any
room with a door, which is larger than a 4' X 6' closet, must have a Return Air
grill; in exterior rooms, this must be a 11/2  "
wide continuous slot or 2' X 2' return grills as close as possible to the
windows.  In concealed-spline ceilings
and lay-in tile ceilings, Return Air grills shall be 2' X 2' minimum.


 


b.              No
rooms adjacent to the areas of the core that have main Return Air stubs or
intake opening are allowed to have the walls that go slab-to-slab.  Additionally, communication, telephone,
computer and data rooms are prohibited in these locations.


 


c.               If
exterior room or interior room walls are slab-to-slab, the drywall may not go
above the ceiling on the door side. 
Alternatively, a Return Air opening from the room ceiling plenum to the
common ceiling plenum shall be provided. 
The opening shall be sized at no more than 300 fpm return air
velocity.  Where an acoustical boot is
required at the Return Air opening, size the boot at no more than 0.01" wg
pressure loss.


 


18.         Mechanical Air Conditioning Specifications: Demolition
and Removal


 


4

















 


 


1.               All
unused or abandoned ductwork and piping within the tenant remodel areas shall
be removed back to the next tap upstream and blanked off or capped.  Use sheet metal screws to secure cap and
duct sealer, duct tape not allowed. 
Unwanted fire dampers and other devices in re-used existing ductwork
shall be removed and ductwork put back together and sealed airtight.


 


19.         Ductwork: Shall Be Galvanized Sheet Metal, meeting
ASTM 526 64T


 


1.               All
ducts shall be constructed and installed according to the latest “SMACNA”
manual, or Chapter 10 of the Uniform Mechanical Code, whichever is the most
stringent.  Ductwork downstream of
terminals shall be 2" wg class. 
Ductwork upstream of terminal units shall be 3" wg class.


 


2.               Flexible
ducts:


 


a.                    General:
Factory pre-insulated, spiral helix spring permanently bonded to an interior
liner and sheathed in an exterior vapor barrier-jacket.


 


a.               Thermal
Rating: R4 minimum


 


b.              Fire
Rating: U.L. 181, Class I.


 


b.                   Low
Pressure Type: Thermaflex M-KA, Johns Manville Micro-Aire J/FLX SL,
Owens-Coming fiberglass Valuflex, CertainTeed flexible air duct, or Casco flex.


 


a.               Rating:
Up to 1-1/2" w.g. positive or 1/2" w.g. negative pressure, 2,500 FPM
maximum velocity.


 


b.              Application:
Final connection to diffusers or grilles.


 


c.               Maximum
Length: Not to exceed 7 feet.


 


c.                    High-Pressure
Type: Johns Manville Micro-Aire J/FLX SL with high-pressure attachments;
CertainTeed, Certaflex or Thermaflex M-KC.


 


a.               Rating:
Up to 6" w.g. positive or 1-1/2" w.g. negative pressure, 4,000 FPM
maximum velocity


 


b.              Application:
Upstream connections to air terminal units.


 


c.               Maximum
Length: Not to exceed 5 feet.


 


3.               Elbows
for ducts with a width or 12 inches and less shall be radius type with the
throat radius equal to the duct width.


 


4.               Ductwork
Accessories:


 


a.                    Hardware:
Ventlok or equal.


 


b.                   Access
Doors and Panels:


 


c.                    Large
Doors: Fabricate per SMACNA details for double wall insulated type where used
in insulated systems; single wall type in non-insulated systems.


 


d.                   Small
Doors or Panels: Same as for large doors or Ventlok, Air Balance, Inc., or
United Sheet Metal pre-manufactured type with transparent vision element.


 


e.                    Duct
Tape: Not allowed.


 


f.                      Duct
Sealant: Tuff-Bond No. 12, United McGill Corporation “Uni-Grip” duct sealant,
or equal.


 


g.                   Flexible
Connectors: Neoprene coated glass fabric having flame spread rating of 20 and
smoke development rating of 40. 
Ventglas-LA or equal.  Minimum
clearance 2" between metal parts.


 


5.               Duct
Materials:


 


a.                    Ductwork:
Galvanized sheet steel.  Use of rigid
fiberglass duct is strictly prohibited. 
Do not submit for approval.


 


b.                   Bracings,
Angles, Bars and Straps: Galvanized steel.


 


c.                    Screws
and Bolts: Cadmium plated.


 


d.                   Round
Ductwork and Fittings: Spiral or seam welded construction, manufactured by
United Sheet Metal, Peabody and Wind, Spiromatic, or approved equal.


 


e.                    Corrugated,
Flexible Metal Duct: Strictly prohibited.


 


5

















 


20.         Miscellaneous HVAC Specifications


 


1.               All
duct tape to be removed from joints and connections on existing ducts,
Tuff-Bond No. 12, United McGill Corporation “Uni-Grip” duct sealant,
Teledyne-105, or equivalent to be used in lieu of said duct tape, except on
duct troffers connections.


 


2.               On
existing ductwork, all joints are to be inspected and sealed with specified
duct sealant if there is any indication of a leak.  Existing high-pressure access doors at the mechanical shafts to
have new seals installed if existing are leaking.


 


3.               All
hangers shot to the slab above are to be one piece construction forming a
trapeze to support the duct and screwed to the duct and sealed.  Hanger wires may be used to support the duct
if two 12 GA.  wires with clips are shot
to slab and attached to each side of the duct with standard hanger straps.


 


4.               Where
metal ducts are touching, insulation shall be placed between the ducts to
insure against vibration and noise.


 


5.               Where
flex duct joins the metal duct, spin-ins, or other metal fittings, these ducts
shall be screwed, banded and sealed with Air-Bol, Teledyne-105 or
equivalent.  Nylon bands not
allowed.  Spin-ins allowed on 2" wg
class ducts only.


 


6.               Where
flex duct is hung, a larger piece of metal shall be used as a sleeve between
the flex duct and the hanger strap to insure against collapsing of the flex
duct.


 


7.               Two
pieces of flex duct joined together is not acceptable.


 


8.               All
ductwork is to be supported independently with hangers’ shot to the slab above,
and no ductwork is to be supported from another duct, conduit, pipe, or other
handy piece or equipment.


 


9.               Room
thermostats to be Johnson T4002-201, two pipe, direct acting fully proportional
type, and equipped with concealed set point covers.  Where 1-pipe stats were used reused mixing boxes must be
converted from 1 pipe to 2-pipe operation.


 


10.         All
a/c zone control boxes must be controlled in the NORMALLY CLOSED position.


 


11.         Controls
contractor shall submit a control drawing for approval.  All pneumatic control lines on the floor
must be connected as per the approved control drawing.


 


12.         Thomas
Properties Group, LLC to be notified of any variance form the plans prior to
construction.  Any variance from the
plans are to be clearly and accurately noted on a plan and to be given to the
Chief Engineer upon job completion this drawing to be marked “as-built”.


 


13.         For
tenant auxiliary air conditioning, use air-cooled condensers or dry coolers
with circulating pumps, located in mechanical equipment rooms.  Locating air-cooled condensers in ceiling
space of tenant floors is not allowed.


 


14.         All
conference rooms shall have their own zone and thermostat.


 


15.         Manual
dampers with handles are to be provided in all supply ducts before attaching flex
duct to air troffers.


 


16.         No
combustible materials are allowed in ceiling return air plenums as per code.


 


17.         All
supply ductwork in the ceiling plenum area is to be insulated with 2"
glass fiber flexible blanket insulation with vapor barrier facing of UL rated
aluminum foil scrim Kraft.  Insulation
0.75 PCF, J. M. “Microlite”.


 


18.         Pipe
insulation is required on all chilled water; hot water and condensate drain
piping.  1" thick glass fiber heavy
density sectional pipe insulation with factory applied all-purpose vapor
barrier jacket or equal must be used.


 


19.         Sufficient
clearance must be left in front of all window induction air units to allow for
periodic maintenance and repairs of the equipment.


 


21.         Linear
Diffusers


 


1.               Ceiling
supply diffusers (LD): Titus Series ML-38. 
Frame to match ceiling.


 


2.               Ceiling
return: to match supply.  Every room
must have a return grille and a return air path.  Acoustic boots, where required, shall be low velocity (300 fpm
maximum) and low pressure drop 0.03" wg.


 


22.         Return
Air Exhaust Fan


 


6

















 


1.               Penn
inline model TDA’s Zephyr’s with speed control and timer.


 


23.         Auxiliary
Air Conditioning Units


 


1.               The
Landlord prior to any work being started must specifically approve the use of
auxiliary air conditioning units in tenant spaces.


 


2.               Auxiliary
air conditioning units must be electrically sub-metered with a meter installed
in the main electrical room.


 


3.               Tenant
must maintain auxiliary air conditioning units at tenant’s expense with a
service contract through a LA CITY Licensed HVAC contractor.


 


4.               Auxiliary
HVAC units must have an access panel large enough for the routine service (such
as filter and belt replacement) and removable access to drop the unit down per
code.


 


5.               All
ceiling hung auxiliary air conditioning units are to be provided with separate
secondary condensate pans, larger than air handler unit itself, suspended
independently of the air handler.  Air
handler drain to drain into an indirect waste line with condensate piping sized
per code and with insulation.  Secondary
pan drain to spill to visible location.


 


6.               Cabinet:
Cabinet shall be horizontal console type fabricated of continuous galvanized
steel and finished with paint.  All
panels shall be insulated with 1" neoprene coated glass fiber
insulation.  Discharge angle shall be
equipped with duct collar.  Back panel
shall have a 2" filter frame with bottom filter across and be complete
with duct collar.


 


7.               Fans:
Fans shall be DWDI, forward curved, centrifugal type dynamically balanced and
mounted on solid steel fan shaft.  Shaft
bearings to be grease able from the exterior of the cabinet.


 


8.               Coils:
Coils shall be of the extended surface plate fin and staggered tube type
construction of 1/2" OD seamless copper tubing and rippled aluminum fins.


 


9.               Drain
Pan: Drain pan shall be fabricated of continuous galvanized steel, insulated
with closed cell insulation.


 


10.         Motor
and Drive: Motor mount shall be a hinged type for simple belt tension
adjustment and be securely fastened to unit frame.  Motor to be supplied with ball bearings.


 


11.         Supply
air and return Air Smoke Detectors are required for all fan coil units.  All air handling devices must have automatic
contorls connected to the Fire Life Safety system to enable automatic shut off
upon any floor alarm.  (See Fire Alarm Section.)


 


12.         Auxiliary
air conditioning units to have vibration isolators and seismic restraints.


 


13.         Do
not locate return grilles close to auxiliary air-conditioning units.


 


24.         Air Terminal Units (VAV Boxes)


 


1.               The
noise criteria (NC) ratings shall not be more than NC35.  The units shall be capable of 100% shut-off.


 


2.               Furnish
and install Titus ESV-3000 or Tempmaster single duct, variable volume air
distribution assemblies with attenuates and normally closed action.  Velocity controllers shall be Stafa Controls
VCV 2500-300 controllers.  No reversing
relays on normally open boxes will be excepted.


 


3.               The
assemblies shall be pressure independent and shall operate between zero and the
maximum catalogued CFM, at an inlet velocity of 2000 FPM, the differential
static pressure for any size shall not exceed 0.15" WG for the basic
assembly or .25" with factory furnished attenuates.


 


4.               All
VAV boxes must operate NORMALLY CLOSED.


 


5.               All
VAV boxes flexible supply duets shall not exceed five (5) feet in length and
shall be one size larger than box inlet size. 
Provide three diameters length of rigid straight duct; same size as box
inlet size at box inlet.  Provide
concentric reducer between flexible duct and rigid duct.


 


25.         Testing
and Balancing Air Distribution Systems


 


1.               Contractor
shall procure the services of an independent air balance and testing agency,
which is a member of the Associated Air Balance Council, to balance, adjust,
and test all equipment, relating to the air distribution and exhaust systems.


 


7

















 


2.               Perform
testing and balancing in accordance with AABC National standards for field
measurement and instrumentation.


 


3.               Balance
and testing shall not begin until systems have been completed and is in full
working order.


 


4.               Compile
test data upon completion, and submit one copy of complete test data to
contractor for forwarding to Office of the Building for approval.


 


5.               Air
Balancing: Perform following tests, and balancing system in accordance with
following requirements:


 


a.               Adjust
all main supply and return air ducts to design CFM.


 


b.              Adjust
all zones to design CFM, supply and return.


 


c.               Test
and adjust each diffuser, grill, and register to within +/- 5% of design
requirements.


 


d.              Modify,
as needed any existing boxes for 0 minimum air, including blanking of minimum
air valves as needed.


 


6.               Air
balance reports are to be in the Chief Engineer’s office within 10 days after
job completion.


 


26.         Piping
Materials


 


1.               Condense
Drain: Type “M” hard drawn copper tubing with wrought copper fittings.


 


2.               Hot
& Cold Water: Type “L” hard drawn copper tubing with wrought copper
fittings.


 


3.               Soil,
Waste & Vent: No hub cast iron soil pipe and fittings.


 


4.               Chilled
Water or condenser water: Type “L” hard drawn copper tubing with wrought copper
fittings.


 


5.               Do
not connect tenant chilled water piping to building chilled water system.  Tenant hot water reheat coil piping may be
connected to building hot water system only upon Landlord approval.


 


27.         Values


 


1.               Ball
Valves – 2 1/2" and Smaller: Nibco T-580-M bronze
ball value, screwed.


 


2.               Abandoned
plumbing must be removed back to the source or to where it enters the area
under construction and capped.


 


3.               Check
Values - 2" and Smaller: Nibco T413-Y bronze swing check, screwed.


 


28.         Piping
Specialties


 


1.               Strainers:
Muessco #11 for 2" and smaller, Muessco #751 and #752 for 21/2"and
larger, Sarco, Bailey, Zurn, Armstrong or Muessco.


 


29.         Fire
Sprinkler System


 


1.               ARCO
Plaza has had its basic fire fighting water supply system upgraded to conform
to current retrofit codes.  These
systems were completed in 1989.


 


30.         Fire
Extinguisher


 


1.               2A/40
BC rated Dry Chemical or Halon, UL Listed and rechargeable.


 


2.               Fire
extinguisher enclosures to be semi-recessed or recessed.


 


31.         Plumbing


 


1.               Drinking
Fountains – If drinking fountains are to be used on a floor, they must be HAWS
Model #1118 handicap drinking fountains.


 


2.               All
plumbing fixtures installed in the building must comply with all WATER
CONSERVATION REGULATIONS.


 


32.         Freight
Elevators


 


1.               All
material stocking or demo removal must be coordinated between contractor and
the Building Office.


 


2.               Freight
elevator lobby doors should not be blocked at any time nor should combustibles
be stored in the lobby.


 


3.               All
large deliveries that require the use of the freight elevator (such as carpet,
drywall, studs, furniture,


 


8

















 


etc.) must be
delivered and moved after hours.


 


4.               Contractor
is responsible for placing “walk-off carpet mats”, keeping them wetted, in the
freight elevator lobby to prevent the tracking of drywall dust in the freights
and throughout other areas of the building.


 


5.               Contractor
is responsible for cleaning up the loading dock in the area where contractor is
doing any work or is loading or disposing of miscellaneous materials.


 


33.         Demolition
and Corridor Protection


 


1.               Contractor
to coordinate with the Office of the building on the Building requirements for
demolition procedures.


 


2.               Contractor
to coordinate through the Office of the Building for trash removal and
containers.


 


3.               All
deemed materials remain the property of the Owner.  The contractor shall provide for removal of all items or building
reserves the right to keep any deemed material, such as, but not limited to,
aluminum, phone and electrical wire, lead sheeting, etc.


 


4.               Deliver
to the Owner’s designated location such items as may be salvageable.


 


5.               Carpet
floors are to be lined with fire retardant poly and then Masonite is to be
installed on all public corridor carpets from the freight elevator lobby to
construction entrance points.  The
sheets of Masonite are to be taped together, stopping their movement.  Floor to the restrooms must be covered.


 


6.               Walls
of public corridors are to be covered with fire retardant poly taped from top
to bottom.


 


7.               Freight
elevator lobby entrance doors are to be covered with Masonite.


 


8                  A
tall corridor and change in direction of the walls and corners shall be
protected with poly and Masonite.


 


9.               No
materials, tools or carts are to be stored in any public corridor, passenger
elevator lobby or freight elevator lobby at any time.


 


10.         All
public corridors, passenger elevators and freight elevator lobbies must be kept
clean at all times.


 


11.         Contractor
to supply fire extinguishers on job site while construction is in progress.


 


12.         When
doing a complete demo, caution must be taken not to demo the existing Fire/Life
Safety System devices or their conduits.


 


13.         Contractor
to notify Chief Engineer 24 hours prior to commencement of demo, so return air
filters can be installed and smoke detectors can be disabled.


 


14.         When
a full floor is to be deemed, all passenger elevators are to be sealed with
fire retardant poly and Masonite.


 


15.         Passenger
elevators are not permitted to be used for access to or from construction
floors.  If any construction workers or
personnel use the passenger elevators for transportation of materials, said
contractors will be banned from the Building until such time as the Owner may
decide.


 


16.         Stairwell
doors are not to be blocked open nor the operation of the magnetic door
releases inhibited in any way.


 


17.         Prior
to any demolition within your suite, please notify the Office of the Building so
an all clear can be granted if hazardous materials are present, i.e., lighting
ballasts, asbestos, lead.


 


34.         Plans


 


1.               At
the completion of the project, provide to the Office of the Building, two (2)
complete sets of blue line as-built drawings and one (1) complete set of
AutoCAD .dwg (release 13 or higher) as-built files, of architectural,
specifications and engineered plans.


 


END OF SECTION


 


9

















 


Thomas Properties Group, LLC


 


TENANT IMPROVEMENT SPECIFICATIONS


 


FOR THE PLAZA BUILDING


 


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


 


1.               Demising
Partition


 


1.               51/2"
- 20 gauge metal studs at 24" on center from floor slab to slab above.


 


2.               5/8"
drywall. two layers on each side.


 


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


 


4.               Partition
taped, mudded, and sanded smooth to receive paint or wall covering (three-coat
application).


 


5.               Partition
to be fire taped to underside of ceiling to slab above.


 


6.               All
demising walls will need access opening for return air.  Contractor shall frame as required.  Air flow quantities through the return air
openings/sound traps should include all air that must get to the main R.A.
shafts and be sized at 500 F.P.M. free area.


 


7.               All
return air openings will have a sound trap supplied and installed by the HVAC
contractor.


 


2.               Interior
Partition


 


1.               21/2"
- 25 gauge metal studs at 24” on centers.


 


2.               5/8"
drywall. One layer on each side.


 


3.               Partition
taped and sanded smooth to receive paint or wall covering.


 


4.               Height
from floor slabs to ceiling grid approximately 8'-10", Floors 13, 37, 49,
50 & 51 are higher.


 


5.               Partitions
to be diagonally braced per code.


 


6.               Any
partition that butts into the exterior window walls must be finished on the
side that meets the window glass to match the existing dark anodized aluminum
window mullions.


 


3.               Corridor
and Interior Door Assembly


 


1.               3'
x full height x 13/4" solid core white oak rift cut
door, 20-minute fire rating (UL labeled). 
Landlord shall permit in “back of the house” areas (which are not
expected to be used for public traffic or for normal customer contact) “p-lam”
doors to be substituted for Building Standard doors.


 


2.               3'
x full height anodized bronze frame. 
Western Integrated Materials, Inc., 9859 E. Alpac, South El Monte, CA
91733, (818) 443-0715 with 20 minute fire rating (UL labeled).


 


3.               HINGES
Two pair of 41/2" x 4" ball bearing butt
hinges.  McKinney #TA 2731, 613 finish
Interior door hinges to be two pair 41/2" x 4"
McKinney #T-2731, 613 finish.


 


4.               ENTRY
LOCK SET to be SCHLAGE #L9453, lever 06, finish 613.


 


5.               INTERIOR
LOCKSETS to be SCHLAGE L9050, 613 finish, lever 06, 33/4"
backset.


 


6.               LOCK
KEYWAYS to be: (SCHLAGE)


 


7.               FIRE
EXIT STAIRWAY DOOR LOCKSETS to be SCHLAGE L9060, 613 finish, lever 06.


 


8.               LATCHSETS
to be SCHLAGE L9010, 613 finish, lever.


 


9.               Restroom
doors to have SCHLAGE L9060 LOCKSET, 613 finish, lever 06.


 


10.         DOOR
CLOSERS to be LCN 4040 smoothie, 613 finish. 
DOOR CLOSERS for handicap doors to be LCN 4041 smoothie, 613 finish.


 


11.         Door
stop.  Quality #331 ES, 10B finish.


 


12.         The
BUILDING LOCKSMITH will do all keying of lock cylinders.  Contractor must have all lock cylinders and
key/tenant drawing information in the hands of the building locksmith at least
10 working days prior to move in of tenants.


 


Revised November 18, 2003


 


1

















 


4.               Ceiling
System


 


1.               Donn
Fineline with Armstrong Cirrus Travertone #9760 24" x 24" tiles.


 


2.               Hard
Ceilings:


Hard Ceilings may not be installed without
written permission from the Office of the Building.


 


3.               Access
doors are required at all Damper Motors, VAV boxes, Fire Life Safety junction
boxes, A/C duct access doors, duct damper handles, etc.


 


If Hard
Ceilings are approved by the Office of the Building, all mechanical or electrical
equipment including mixing dampers, VAV boxes, electrical junction boxes, Life
Safety Speakers, etc. must be moved out of the area above the Hard Ceiling or
access doors must be installed at all of the above mentioned locations.


 


The Office of the Building must inspect all
areas above the Hard Ceiling area before any Hard Ceiling areas can be
installed.


 


5.               Painting


 


1.               Flat
finish interior latex paint by Sinclair Colors to be selected from Building
Standards.


 


2.               All
paints and stain must be water-based materials only.


 


3.               All
painting is to be done after normal business hours to contain odors.  Prior written approval by the Owner will be
required to paint during normal business hours.


 


6.               Wall
Base


 


1.               4"
vinyl base (Roppe or Burke).


 


2.               Colors
to be selected from Building Standards.


 


7.               Floor
Covering (Building Standard)


 


1.               Vinyl
composition tile 3/22" Axrock or Kentile.


 


2.               Carpet
- Bentley Winchester 32 oz.  Ultron 3D
Premium yarn either glue down or padding.


 


3.               Color
to be selected from Owner’s standard samples.


 


4.               It
is strongly suggested that Carpet Titles be used over the Walker Duct areas to
allow for access.


 


8.               Window
Coverings


 


1.               Roller
Shades –


 


a.               Screencloth
– 3G Mermet, Super twill 300, Charcoal - Pewter


 


b.              Mechanism/Clutch
– Nysan Chain Operator, lift assist, stainless steel chain


 


9.               Glass
Sections and Sidelights


 


1.               Use
Western Integrated Materials, Inc. Part numbers 315–1 through 315–7 x, as
needed.  All glass to be safety glass
per code.


 


10.         Lighting
Fixtures


 


1.               Lighting
fixtures shall utilize F32T8 lamps where possible.  All fluorescent fixtures shall have electronic ballasts with 10%
THD.


 


2.     Emergency lighting shall be
provided as required by code and connected to building emergency circuits.


 


3.               Building
standard exit signs shall be Lithonia Precise, edge lighted, with 6-inch high
green letters on clear background, LED lamps, two-circuit for connection to
building normal and emergency power systems.


 


11.         Light
Switching


 


1.               Lighting
in all areas shall be controlled by occupancy sensors.  Wall mounted sensors shall be Novitas
#01-400 single or dual level; ceiling mounted sensors shall be Novitas of the
required type.


 


12.         Receptacle
and Telephone Outlets


 


2

















 


1.               Duplex
wall receptacles shall be 20 amp, 120 volt, NEMA 5-20R, Leviton No. 16362-HGW,
white decora with white plastic plate.


 


2.               Pedestal
service fittings on cellular decking system shall be Wiremold of the desired
configuration.


 


3.               Receptacles
shall be installed in 4/S box, minimum size.


 


4.               Telephone
outlets shall be installed in minimum 4/S box with EMT conduit, 3/4
inch minimum size, up to ceiling space. 
Cover plates shall be white plastic.


 


13.         Electrical Wiring System


 


1.               All
wiring shall be installed in code-approved conduit system, except that wiring
for recessed lighting in demountable ceilings may be relocatable, plug-in type
of a manufacturer approved by the building.


 


2.               Conduit
installed above demountable ceilings shall be supported independent from the ceiling
system.


 


3.               New
panelboards and transformers if required shall be G.E. to match existing.


 


4.               No
tenant electrical or telephone equipment can be installed in building
electrical or telephone rooms.


 


5.               No
tenant equipment other than required emergency lighting and exit signs can be
connected to the building emergency system.


 


14.         Fire Alarm System Additions shall be
Pyrotronics equipment and installed by the building approved contractor.  All fire alarm wiring shall be installed in
conduit, except that wiring for speakers and strobes may be installed with
approved plenum rated cable.


 


15.         Power Metering


 


1.               All
electrical service, including power for air conditioning equipment, shall be
sub-metered.


 


2.               Meters
shall be E-MON D-MON with meters located in the building electrical room.


 


16.         HVAC  Tenant
Design Criteria


 


1.               General:   The design of the tenant HVAC system shall
comply with the Uniform Building code as amended by the City of Los Angeles,
City of Los Angeles Fire Code, California Title 24 Energy Conservation Code for
office buildings and other applicable codes and industrial safety orders.


 


2.               Tenant
Zones


 


a.                    Private
offices and open office areas are not to be connected to the same zone.


 


b.                   If
there is a high heat load for a room, it shall have a separate zone and a
supplementary cooling system, if needed.


 


c.                    Lunch
rooms, pantry and coffee rooms shall have separate zones and ducted exhaust.


 


d.                   Do
not locate acoustically sensitive areas next to duct shafts or elevator.


 


3.               Design
Conditions:


 


	
   

  	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.

  	
  Outside Dry
  Bulb:

  	
   

  	
  99oF

  	
   

  	
  41oF

  
	
   

  	
  Outside Wet
  Bulb:

  	
   

  	
  72oF

  	
   

  	
  —

  
	
   

  	
  Inside Dry
  Bulb:

  	
   

  	
  75oF

  	
   

  	
  70oF

  
	
   

  	
  Inside
  Relative Humidity:

  	
   

  	
  30%-60%

  	
   

  	
  30%-60%

  
	
   

  	
  Mean Daily
  Range:

  	
   

  	
  21oF

  	
   

  	
  —

  



 


b.                   Minimum
Ventilation:  Per ASHRAE Standard
62-1989 or 15.0 CFM/100 square feet, whichever is higher.


 


c.                    Maximum
Air Supply:  Maximum average air supply
rate of 0.8 CFM/square foot of conditioned space in interior zones.


 


4.               Interior
Loads:


 


a.                    Lights:  1.5 watts/square foot maximum.  1.2 watts/square foot average.


 


3

















 


b.                   Miscellaneous
Equipment:  Maximum continuous heat
output equal to 2.0 watts/square foot (6.6 BTU/square foot of conditioned
space.)


 


c.                    People:  150 square feet/person.


 


5.               Air
Handling System:


 


a.                    A
dedicated air handling unit provides supply and return air for the tenant
demised bank branch.


 


4.               Return
Air:


 


a.                    Any
room with a door, which is larger than a 4' X 6' closet, must have a Return Air
grill; in exterior rooms, this must be a 11/2" wide
continuous slot or 2' X 2' return grills as close as possible to the
windows.  In concealed-spline ceilings
and lay-in tile ceilings, Return Air grills shall be 2' X 2' minimum.


 


b.                   No
rooms adjacent to the areas of the core that have main Return Air stubs or
intake opening are allowed to have the walls that go slab-to-slab.  Additionally, communication, telephone,
computer and data rooms are prohibited in these locations


 


c.                    If
exterior room or interior room walls are slab-to-slab, the drywall may not go
above the ceiling on the door side. 
Alternatively, a Return Air opening from the room ceiling plenum to the
common ceiling plenum shall be provided. 
The opening shall be sized at no more than 300 fpm return air
velocity.  Where an acoustical boot is
required at the Return Air opening, size the boot at no more than 0.01" wg
pressure loss.


 


17.         Mechanical Air Conditioning Specifications: Demolition
and Removal


 


1.               All
unused or abandoned ductwork and piping within the tenant remodel areas shall
be removed back to the next tap upstream and blanked off or capped.  Use sheet metal screws to secure cap and
duct sealer, duct tape not allowed. 
Unwanted fire dampers and other devices in re-used existing ductwork
shall be removed and ductwork put back together and sealed airtight.


 


18.         Ductwork: Shall Be Galvanized Sheet Metal, meeting
ASTM 526 64T


 


1.               All
ducts shall be constructed and installed according to the latest “SMACNA”
manual, or Chapter 10 of the Uniform Mechanical Code, whichever is the most
stringent.  Ductwork downstream of
terminals shall be 2” wg class. 
Ductwork upstream of terminal units shall be 3" wg class.


 


2.               Flexible
ducts:


 


a.                    General:  Factory pre-insulated, spiral helix spring
permanently bonded to an interior liner and sheathed in an exterior vapor
barrier-jacket


 


a.               Thermal
Rating:  R4 minimum


 


b.              Fire
Rating:  U.L. 181, Class I.


 


b.                   Low
Pressure Type:  Thermaflex M-KA, Johns
Manville Micro-Aire J/FLX SL, Owens-Corning fiberglass Valuflex, CertainTeed
flexible air duct, or Casco flex.


 


a.               Rating:  Up to 1-1/2" w. g. positive or
1/2" w. g. negative pressure, 2,500 FPM maximum velocity.


 


b.              Application:  Final connection to diffusers or grilles.


 


c.               Maximum
Length:  Not to exceed 7 feet.


 


c.                    High-Pressure
Type:  Johns Manville Micro-Aire J/FLX
SL with high-pressure attachments; CertainTeed, Certaflex or Thermaflex M-KC.


 


a.               Rating:  Up to 6" w. g. positive or 1-1/2"
w. g . negative pressure, 4,000 FPM maximum velocity


 


b.              Application:  Upstream connections to air terminal units.


 


c.               Maximum
Length:  Not to exceed 5 feet.


 


3.               Elbows
for ducts with a width of 12 inches and less shall be radius type with the
throat radius equal to the duct width.


 


4.               Ductwork
Accessories:


 


a.                    Hardware:  Ventlok or equal.


 


4

















 


b.                   Access
Doors and Panels:


 


c.                    Large
Doors:  Fabricate per SMACNA details for
double wall insulated type where used in insulated systems; single wall type in
non-insulated systems.


 


d.                   Small
Doors or Panels:  Same as for large
doors or Ventlok, Air Balance, Inc., or United Sheet Metal pre-manufactured
type with transparent vision element.


 


e.                    Duct
Tape:  Not allowed.


 


f.                      Duct
Sealant:  Tuff-Bond No. 12, United
McGill Corporation “Uni-Grip” duct sealant, or equal.


 


g.                   Flexible
Connectors:  Neoprene coated glass
fabric having flame spread rating of 20 and smoke development rating of
40.  Ventglas-LA or equal.  Minimum clearance 2" between metal
parts.


 


5.               Duct
Materials:


 


a.                    Ductwork:  Galvanized sheet steel.  Use of rigid fiberglass duct is strictly prohibited.  Do not submit for approval.


 


b.                   Bracings,
Angles, Bars and Straps:  Galvanized
steel.


 


c.                    Screws
and Bolts:  Cadmium plated.


 


d.                   Round
Ductwork and Fittings:  Spiral or seam
welded construction, manufactured by United Sheet Metal, Peabody and Wind,
Spiromatic, or approved equal.


 


e.                    Corrugated,
Flexible Metal Duct:  Strictly
prohibited.


 


19.         Miscellaneous HVAC Specifications


 


1.               All
duct tape to be removed from joints and connections on existing ducts,
Tuff-Bond No. 12, United McGill Corporation “Uni-Grip” duct sealant,
Teledyne-105, or equivalent to be used in lieu of said duct tape, except on
duct troffers connections.


 


2.               On
existing ductwork, all joints are to be inspected and sealed with specified
duct sealant if there is any indication of a leak.  Existing high-pressure access doors at the mechanical shafts to
have new seals installed if existing are leaking.


 


3.               All
hangers shot to the slab above are to be one piece construction forming a
trapeze to support the duct and screwed to the duct and sealed.  Hanger wires may be used to support the duct
if two 12 GA. wires with clips are shot to slab and attached to each side of
the duct with standard hanger straps.


 


4.               Where
metal ducts are touching, insulation shall be placed between the ducts to insure
against vibration and noise.


 


5.               Where
flex duct joins the metal duct, spin-ins, or other metal fittings, these ducts
shall be screwed, banded and sealed with Air-Bol, Teledyne-105 or
equivalent.  Nylon bands not allowed.  Spin-ins allowed on 2" wg class ducts
only.


 


6.               Where
flex duct is hung, a larger piece of metal shall be used as a sleeve between
the flex duct and the hanger strap to insure against collapsing of the flex
duct.


 


7.               Two
pieces of flex duct joined together is not acceptable.


 


8.               All
ductwork is to be supported independently with hangers’ shot to the slab above,
and no ductwork is to be supported from another duct, conduit, pipe, or other
handy piece of equipment.


 


9.               Room
thermostats to be Johnson T4002-201, two pipe, direct acting fully proportional
type, and equipped with concealed set point covers.  Where 1-pipe stats were used reused mixing boxes must be
converted from 1 pipe to 2-pipe operation.


 


10.         All
a/c zone control boxes must be controlled in the NORMALLY CLOSED position.


 


11.         Controls
contractor shall submit a control drawing for approval.  All pneumatic control lines on the floor
must be connected as per the approved control drawing.


 


12.         Thomas
Properties Group, LLC to be notified of any variance from the plans prior to construction.  Any variance from the plans are to be
clearly and accurately noted on a plan and to be given to the Chief Engineer
upon job completion this drawing to be marked “as-built”.


 


13.         For
tenant auxiliary air conditioning, use air-cooled condensers or dry coolers
with circulating pumps, located in mechanical equipment rooms.  Locating air-cooled condensers in ceiling
space of tenant floors is not allowed.


 


14.         All
conference rooms shall have their own zone and thermostat.


 


15.         Manual
dampers with handles are to be provided in all supply ducts before attaching
flex duct to air troffers.


 


5

















 


16.         No
combustible materials are allowed in ceiling return air plenums as per code.


 


17.         All
supply ductwork in the ceiling plenum area is to be insulated with 2"
glass fiber flexible blanket insulation with vapor barrier facing of UL rated
aluminum foil scrim Kraft.  Insulation
0.75 PCF, J. M. “Microlite”.


 


18.         Pipe
insulation is required on all chilled water; hot water and condensate drain
piping.  1" thick glass fiber heavy
density sectional pipe insulation with factory applied all-purpose vapor
barrier jacket or equal must be used.


 


19.         Sufficient
clearance must be left in front of all window induction air units to allow for
periodic maintenance and repairs of the equipment.


 


20.         Linear
Diffusers


 


1.               Ceiling
supply diffusers (LD): Titus Series ML-38. 
Frame to match ceiling.


 


2.               Ceiling
return: to match supply.  Every room
must have a return grille and a return air path.  Acoustic boots, where required, shall be low velocity (300 fpm
maximum) and low pressure drop 0.03” wg.


 


21.         Return
Air Exhaust Fan


 


1.               Penn
inline model TDA’s Zephyr’s with speed control and timer.


 


22.         Auxiliary
Air Conditioning Units


 


1.               The
Landlord prior to any work being started must specifically approve the use of
auxiliary air conditioning units in tenant spaces.


 


2.               Auxiliary
air conditioning units must be electrically sub-metered with a meter installed
in the main electrical room.


 


3.               Tenant
must maintain auxiliary air conditioning units at tenant’s expense with a
service contract through a LA CITY Licensed HVAC contractor.


 


4.               Auxiliary
HVAC units must have an access panel large enough for the routine service (such
as filter and belt replacement) and removable access to drop the unit down per
code.


 


5.               All
ceiling hung auxiliary air conditioning units are to be provided with separate
secondary condensate pans, larger than air handler unit itself, suspended
independently of the air handler.  Air
handler drain to drain into an indirect waste line with condensate piping sized
per code and with insulation.  Secondary
pan drain to spill to visible location.


 


6.               Cabinet:  Cabinet shall be horizontal console type
fabricated of continuous galvanized steel and finished with paint.  All panels shall be insulated with 1"
neoprene coated glass fiber insulation. 
Discharge angle shall be equipped with duct collar.  Back panel shall have a 2" filter frame
with bottom filter across and be complete with duct collar.


 


7.               Fans:  Fans shall be DWDI, forward curved,
centrifugal type dynamically balanced and mounted on solid steel fan
shaft.  Shaft bearings to be grease able
from the exterior of the cabinet.


 


8.               Coils:  Coils shall be of the extended surface plate
fin and staggered tube type construction of 1/2" OD
seamless copper tubing and rippled aluminum fins.


 


9.               Drain
Pan:  Drain pan shall be fabricated of
continuous galvanized steel, insulated with closed cell insulation.


 


10.         Motor
and Drive:  Motor mount shall be a
hinged type for simple belt tension adjustment and be securely fastened to unit
frame.  Motor to be supplied with ball
bearings.


 


11.         Supply
air and return Air Smoke Detectors are required for all fan coil units.  All air handling devices must have automatic
controls connected to the Fire Life Safety system to enable automatic shut off
upon any floor alarm.  (See Fire Alarm Section.)


 


12.         Auxiliary
air conditioning units to have vibration isolators and seismic restraints.


 


13.         Do
not locate return grilles close to auxiliary air-conditioning units.


 


23.         Air
Terminal Units (VAV Boxes)


 


6

















 


1.               The
noise criteria (NC) ratings shall not be more than NC35.  The units shall be capable of 100% shutoff.


 


2.               Furnish
and install Titus ESV-3000 or Tempmaster single duct, variable volume air
distribution assemblies with attenuates and normally closed action.  Velocity controllers shall be Stafa Controls
VCV 2500-300 controllers.  No reversing
relays on normally open boxes will be excepted.


 


3.               The
assemblies shall be pressure independent and shall operate between zero and the
maximum catalogued CFM, at an inlet velocity of 2000 FPM, the differential
static pressure for any size shall not exceed 0.15" WG for the basic
assembly or .25" with factory furnished attenuates.


 


4.               All
VAV boxes must operate NORMALLY CLOSED.


 


5.               All
VAV boxes flexible supply duets shall not exceed five (5) feet in length and
shall be one size larger than box inlet size. 
Provide three diameters length of rigid straight duct; same size as box
inlet size at box inlet.  Provide
concentric reducer between flexible duct and rigid duct.


 


24.         Testing
and Balancing Air Distribution Systems


 


1.               Contractor
shall procure the services of an independent air balance and testing agency,
which is a member of the Associated Air Balance Council, to balance, adjust,
and test all equipment, relating to the air distribution and exhaust systems.


 


2.               Perform
testing and balancing in accordance with AABC National standards for field
measurement and instrumentation.


 


3.               Balance
and testing shall not begin until systems have been completed and is in full
working order.


 


4.               Compile
test data upon completion, and submit one copy of complete test data to
contractor for forwarding to Office of the Building for approval.


 


5.               Air
Balancing:  Perform following test, and
balancing system in accordance with following requirements:


 


a.                    Adjust
all main supply and return air ducts to design CFM.


 


b.                   Adjust
all zones to design CFM, supply and return.


 


c.                    Test
and adjust each diffuser, grill, and register to within +/- 5% of design
requirements.


 


d.                   Modify,
as needed any existing boxes for 0 minimum air, including blanking of minimum
air values as needed.


 


6.               Air
balance reports are to be in the Chief Engineer’s office within 10 days after
job completion.


 


25.         Piping
Materials


 


1.               Condense
Drain:  Type “M” hard drawn copper
tubing with wrought copper fittings.


 


2.               Hot
& Cold Water:  Type “L” hard drawn
copper tubing with wrought copper fittings.


 


3.               Soil,
Waste & Vent: No hub cast iron soil pipe and fittings.


 


4.               Chilled
Water or condenser water:  Type “L” hard
drawn copper tubing with wrought copper fittings.


 


5.               Do
not connect tenant chilled water piping to building chilled water system.  Tenant hot water reheat coil piping may be
connected to building hot water system only upon Landlord approval.


 


26.         Valves


 


1.               Ball
Valves – 21/2" and Smaller:  Nibco T-580-M bronze ball value, screwed.


 


2.               Abandoned
plumbing must be removed back to the source or to where it enters the area
under construction and capped.


 


3.               Check
Valves - 2" and Smaller:  Nibco
T413-Y bronze swing check, screwed.


 


27.         Piping
Specialties


 


1.               Strainers:  Muessco #11 for 2" and smaller, Muessco
#751 and #752 for 21/2" and larger, Sarco, Bailey,
Zurn, Armstrong or Muessco.


 


28.         Fire
Sprinkler System


 


7

















 


1.               ARCO
Plaza has had its basic fire fighting water supply system upgraded to conform
to current retrofit codes.  These systems
were completed in 1989.


 


29.         Fire
Extinguisher


 


1.               2A/40
BC rated Dry Chemical or Halon, UL Listed and rechargeable.


 


2.               Fire
extinguisher enclosures to be semi-recessed or recessed.


 


30.         Plumbing


 


1.               Drinking
Fountains – If drinking fountains are to be used on a floor, they must be HAWS
Model # 1118 handicap drinking fountains.


 


2.               All
Plumbing fixtures installed in the building must comply with all WATER
CONSERVATION REGULATIONS.


 


31.         Freight
Elevators


 


1.               All
material stocking or demo removal must be coordinate between contractor and the
Building Office.


 


2.               Freight
elevator lobby doors should not be blocked at any time nor should combustibles
be stored in the lobby.


 


3.               All
large deliveries that require the use of the freight elevator (such as carpet, drywall,
studs, furniture, etc.) must be delivered and moved after hours.


 


4.               Contractor
is responsible for placing “Walk-off carpet mats”, keeping them wetted, in the
freight elevator lobby to prevent the tracking of drywall dust in the freights
and throughout other areas of the building.


 


5.               Contractor
is responsible for cleaning up the loading dock in the area where contractor is
doing any work or is loading or disposing of miscellaneous materials.


 


32.         Demolition
and Corridor Protection


 


1.               Contractor
to coordinate with the Office of the Building on the building requirements for
demolition procedures.


 


2.               Contractor
to coordinate through the Office of the Building for trash removal and
containers.


 


3.               All
deemed materials remain the property of the Owner.  The contractor shall provide for removal of all items or building
reserves the right to keep any deemed material, such as, but not limited to,
aluminum, phone and electrical wire, lead sheeting, etc.


 


4.               Deliver
to the Owner’s designated location such items as may be salvageable.


 


5.               Carpet
floors are to be lined with fire retardant poly and then Masonite is to be
installed on all public corridor carpets from the freight elevator lobby to
construction entrance points.  The
sheets of Masonite are to be taped together, stopping their movement.  Floor to the restrooms must be covered.


 


6.               Walls
of public corridors are to the covered with fire retardant poly taped from top
to bottom.


 


7.               Freight
elevator lobby entrance doors are to be covered with Masonite.


 


8.               A
tall corridor and change in direction of the walls and corners shall be
protected with poly and Masonite.


 


9.               No
Materials, tools or carts are to be stored in any public corridor, passenger
elevator lobby or freight elevator lobby at any time.


 


10.         All
public corridors, passenger elevators and freight elevator lobbies must be kept
clean at all times.


 


11.         Contractor
to supply fire extinguishers on job site while construction is in progress.


 


12.         When
doing a complete demo, caution must be taken not to demo the existing Fire/Life
Safety System devices or their conduits.


 


13.         Contractor
to notify Chief Engineer 24 hours prior to commencement of demo, so return air
filters can be installed and smoke detectors can be disabled.


 


14.         When
a full floor is to be deemed, all passenger elevators are to be sealed with
fire retardant poly and Mansonite.


 


8

















 


15.         Passenger
elevators are not permitted to be used for access to or from construction
floors.  If any construction workers or
personnel use the passenger elevators for transportation of materials, said
contractor will be banned from the Building until such time as the Owner may
decide.


 


16.         Stairwell
doors are not to be blocked open nor the operation of the magnetic door
releases inhibited in any way.


 


17.         Prior
to any demolition within your suite, please notify the Office of the Building
so an all clear can be granted if hazardous materials are present, i.e.,
lighting ballasts, asbestos, lead.


 


33.         Plans


 


1.               At
the completion of the project, provide to the Office of the Building, two (2)
complete sets of blue line as-built drawings and one (1) complete set of
AutoCAD .dwg (release 13 or higher) as-built files, of architectural,
specifications and engineered plans.


 


END OF SECTION


 


9

















 


SCHEDULE 3 TO EXHIBIT C


 


INTENTIONALLY DELETED


 


1

















 


SCHEDULE 4 TO EXHIBIT C


 


APPROVED CONTRACTORS


 


Environmental Contracting Corp.


 


Illig Construction


 


Swinerton & Walberg


 


Turner Construction Co.


 


Innerspace Construction


 


McCarthy Construction


 


Webcor Construction


 


1

















 


SCHEDULE 5 TO EXHIBIT C


 


CONSTRUCTION RULES


 


1.                                      Prior
to Start of Construction


 


(a)                                  Provide
the Office of the Building with drawings as required by the Work Letter.  Prints to include the following plans, as
applicable:


 


(i)                                     DEMOLITION


 


(ii)                                  CONSTRUCTION


 


(iii)                               ELECTRICAL


 


(iv)                              PLUMBING


 


(v)                                 HVAC


 


(vi)                              REFLECTED
CEILING


 


(vii)                           FINISH


 


(viii)                        CABINET
ELEVATIONS AND SECTIONS


 


(ix)                                FIRE
SPRINKLERS


 


(x)                                   FIRE
& LIFE SAFETY SYSTEMS


 


(xi)                                OTHER


 


(b)                                 Construction
“Kick-Off Meeting” with tenant, general contractor, building staff and key
sub-contractors, no less than five (5) working days prior to start of
construction, to review the following:


 


(i)                                     Review
approved plans, work letter, building standards and building construction
regulations.


 


(ii)                                  Receive
list of sub-contractors, foreman of job and telephone numbers.


 


(iii)                               Receive
start date and work schedule.


 


(iv)                              Receive
a delivery schedule of materials.


 


(v)                                 Discuss
the protection of common corridors and elevators.


 


(vi)                              Receive
CERTIFICATE OF INSURANCE from
general contractor and all subcontractors naming additionally insured as follows:  TPG Plaza Investments, LLC as Owner, Thomas
Properties Group, and California State Teachers’ Retirement System (without
this correctly completed certificate, no site presence is allowed).


 


(vii)                           Provide
a copy of the construction permit.


 


2.                                      During
Construction


 


(a)                                  At
start of construction, provide walk-off mats at entrance to construction area
as well as entrance to all elevators & in all other area’s where tracking
of dirt & dust is possible.  Mats
shall be kept damp at all times. 
Footprint clean ups will be back charged to the contractor.


 


(b)                                 Job
foreman to contact Chief Engineer/Locksmith at the start of construction for
instructions on the building key and hardware schedule.


 


(c)                                  Debris
boxes/roll-off bins may be delivered only after permission from Building
Manager or Dockmaster.


 


(d)                                 All
material delivery/debris removal will be made at the loading dock through the
Dock Manager as expeditiously as possible.


 


(e)                                  Any
work involving any exposure or possible exposure to asbestos must be coordinated
and approved through the Building Construction Manager and in accordance with
the building asbestos procedures, prior to starting.


 


1

















 


(f)                                    Isolate
the construction site from the adjacent occupied areas.  You may use fire retardant plastic,
drywall or Masonite as conditions indicate or allow.  The objective is to prevent dust from entering other tenant
occupied areas.


 


(g)                                 All
work is to be performed in accordance with all applicable city, county, state
and federal laws, regulations and codes and to building standards and
restrictions.


 


(h)                                 Any
materials, tools, boxes, equipment, etc., are subject to inspection by Security
when entering and being removed from specific areas within the facility.


 


(i)                                     The
Owner reserves the right to inspect the job site at any time.


 


(j)                                     The
Owner must approve any changes from the originally approved working
drawings.  Drawings must be submitted as
required.


 


(k)                                  The
Owner with Contractor will conduct periodic progress walk-through.


 


(l)                                     All
lighting ballasts removed form the building must be disposed of as hazardous
materials unless they are marked “This ballast does not contain PCB’s.”


 


(m)                               All
lighting fluorescent lamps removed from the building must be disposed of as hazardous
materials.


 


3.                                      General
Building Rules


 


(a)                                  Smoking
is not permitted at the Project, this includes the job-site.


 


(b)                                 Roof
hatches in freight elevators will not be opened without prior approval from the
Office of the Building and the cost for elevator mechanics assistance shall be
borne by the tenant/Contractor.


 


(c)                                  All
work requiring an open flame, cutting, welding, sawing, spark producing or any
other work that could possibly set off a fire alarm must be coordinated through
security dispatch located on “D” level. 
Some of the fire alarm systems on your construction floor must be taken
out of service and the contractor will be required to act as a fire watch
during the time when the alarms are offline. 
The contractor must go to security dispatch on “D” level and sign a
logbook to remove the fire alarms from service.  The contractor is required to promptly return to security
dispatch and sign the logbook at the completion of its work so the engineers
can put the system back into service.


 


(d)                                 All
heating, ventilation and air conditioning controls to be building
standard.  The Building Management
Office must approve any variation.


 


(e)                                  All
hardware is to be building standard. 
The Building Management Office must approve any variation.


 


(f)                                    All
electrical panel labeling is to be performed in accordance to acceptable
industry standards.  Exterior plastic
labels with 1/2" high letter shall be provided.  Interior circuit I.D. cards shall be
typewritten.  Existing I.D. Cards are
not to be removed from the building.


 


(g)                                 All
fluorescent light tubes must be F-34, warm white, supersavers, with two (2)
tubes per fixture if existing fixtures are reused or (3) tubes per fixture on
all new fixtures.  T-8 lighting is
acceptable, however, all ballets must be magnetic, or Howard Electronic
#EL-323-IS-277, EL-332-IS-277 or EL-432-IS-277.


 


(h)                                 All
oil base painting, staining and other similar odor producing applications must
be done after Business Hours.  The
contractor will schedule all such work with the Office of the Building no
less than 3 working days prior to the date the scheduled work is to take
place.  Prior to the start of this work,
the contractor must provide the building construction department with a copy of
the material safety data sheets (MSDS) for all chemicals, paints, solvents,
glues or any other products that will be used for this job.


 


(i)                                     Workmen
are to use freight elevators only.  No
material deliveries are to be done via passenger elevators.


 


(j)                                     Construction
sites are to be kept clean and free of debris.


 


(k)                                  All
major demolition is to be done after normal building working hours.


 


(l)                                     Any
work requiring entry into another tenant’s suite must be coordinated through
the Building Management Office.


 


(m)                               Any
work causing offensive odors, dust, or noise, must be done after normal
operating hours.


 


2

















 


4.                                      At
Completion of Construction


 


(a)                                  Clean
inside of all exterior windows.


 


(b)                                 Clean
inside and outside of all light fixtures and lenses.


 


(c)                                  Completely
rebalance heating, ventilation and air conditioning systems.  Provide written balance report to the
Building Management Office.


 


(d)                                 Clean
and vacuum lint screen and coil of perimeter air handler (induction units).


 


(e)                                  Provide
two (2) full size sets of as-built prints and one (1) set of Mylar as built
reproducible to be forwarded to the Building Management Office.


 


(f)                                    Contractor
is responsible for cleaning, reworking, repairing, and re-hanging all existing
window coverings in the construction area.


 


(g)                                 Job
superintendent to walk the completed construction with the Building
Construction Manager and tenant and Owner, and tenant and Owner will produce a
deficiency list.


 


(h)                                 Contractor
to complete all deficiencies item on list and request re-confirmation.


 


3

















 


CONTRACTOR RULES & REGULATIONS


 


(CONTRACTOR TO POST SIGNED-OFF COPY OF THIS IN ITS ENTIRETY IN THE
SUITE/AREA

UNDER CONSTRUCTION)


 


	
  Owner:  TPG Plaza Investments, LLC

  
	
  Project:

  
	
  Property
  Manager:  Thomas Properties Group

  
	
  Suite/Work
  Location:

  



 


The General
Contractor/Contractor/Vendor/Supplier (“Contractor”)
must assemble and submit prior to obtaining building permits when required and
commencing construction, the following for review by Owner:


 


a.                                       Certificate
of Insurance naming Thomas Properties Group in addition to the Owner above
(general liability & workman’s compensation).


 


b.                                      List
of Trades and corresponding subcontractors.


 


c.                                       Schedule of
construction.


 


d.                                      Complete
and current set of the approved construction/contract documents.


 


e.                                       Building
Permits and other Governmental clearances.


 


f.                                         Name
and Emergency telephone number(s) of the responsible Project Manager for the
project.


 


g.                                      Foreman/Field
Superintendent’s home phone and pager number.


 


Contractor
shall advise all subcontractors, suppliers, etc., of the following building
rules and regulations concerning their proper conduct within the building.  It is the Contractor’s responsibility to
ensure everyone reads and understands these rules and regulations.  Ignorance of it is not a waiver of liability
or responsibility.  Failure to comply
with any of these rules may result in your contract being canceled, your people
being asked to leave the job site and/or fines given to the Contractor.  The Contractor is ultimately responsible for
the conduct of its subcontractors, suppliers, employees, etc.


 


1.                                       No
one shall be allowed to endanger the Project or Building, its premises or its
occupants in any manner whatsoever.  If
such a situation occurs, the Contractor, Subcontractor, Supplier, etc. shall
immediately take steps to correct and eliminate the hazardous condition.  In the event that the Contractor’s personnel
fail to perform in a satisfactory manner, the Owner reserves the right to
immediately take steps to remedy the hazard at the Contractor’s expense.  All work shall be performed after normal
business hours of 6:00 AM to 6:00 PM unless approved in advanced by the
Building Management Office.


 


2.                                       In
the event that the building is equipped with a freight elevator to serve all
floors, all Contractors and Contractor personnel are to use only the freight
elevator for transportation of men, materials and equipment.  No personnel or equipment are permitted
within the finished passenger cabs (unless written permission is given); these
are reserved for occupants of the Project or Buildings and their guests.  If any Contractor personnel are found in the
passenger cars with tool belts, material, equipment or tool chests, the
elevators will be immediately inspected for damage and Contractor shall be
required to repair such damage.  The
individual may be required to leave the site.


 


3.                                       All
Contractors and all personnel shall enter and exit through the loading dock at
all times or other locations as determined by Building Property
Management.  All Contractors shall sign
in at the Security Desk located in the lobby upon entering the Building.


 


4.                                       All
deliveries are to be accepted, moved and delivered to the work area by 6:00
a.m.  When accepting deliveries,
masonite must be laid to protect floor finishes.  It is the Contractor’s responsibility to keep public areas clean
at all times.


 


5.                                       All
material deliveries shall be made at the loading/service dock.  Contractor, where applicable, shall
coordinate any and all deliveries with the Building Management Office.  Contact Security if you have any concerns
regarding the size of the vehicle. 
Material will be brought through the loading dock to the freight elevator.  Hazardous material is not allowed on site,
without prior written notification of type and quantity and authorization by
the Building Management Office.  All
deliveries consisting of bulk material must be made between the hours of 6:00
p.m. and 6:00 a.m., and must be scheduled with the Building Management
Office.  If deliveries are to be made at
other times, approval must be obtained from the Building Management
Office.  At no time will material be
transported through the building lobby or public areas unless specifically
authorized in writing.


 


6.                                       All
construction waste and debris shall be removed via the freight elevator to the
loading dock.  Construction waste and
debris shall only be removed between the hours of 6:00 p.m. to 6:00 a.m.  No construction waste or debris may be
placed in the building dumpster/compactor. 
The Contractor will provide for removal of waste and debris from the
building at its own expense.  If a
dumpster is required (space allowing), the location shall be authorized by
Building Management office.  The
Contractor will keep the loading dock free from debris.


 


4

















 


7.                                       Construction
personnel shall, at all times, maintain the highest level of project
cleanliness.  All construction debris
shall be removed through the service elevator on a daily basis and shall never
be allowed to produce a fire hazard.  In
the event that the Contractor fails or refuses to keep the demised premises
free of accumulated waste, the Building Management Office reserves the right to
enter said premises and remove the debris at the Contractor’s expense.  In addition, all public areas, i.e., corridors, restrooms, janitor’s
closets, etc. shall be maintained and kept free of construction debris, dust,
etc.  Contractor shall provide moistened
walk-off mat at all exits from the construction site to the common
corridor.  Any flammable or hazardous
materials (i.e., paint) may only
be stored on the premises with prior permission of the building management
office that shall designate an area for such storage.


 


8.                                       Pre-filters
shall be installed over regular air filters on all return air openings on
floors under construction.  Pre-filters
will be replaced every 14 days.  If
building filters or equipment requires replacement or cleaning due to
construction dust, the Contractor will be charged.  Contractor will temporarily install filters in any demising
firewall damper.  Contractor is to
remove these filters at the end of the job, prior to final punch list walk.


 


9.                                       All
entrance and exit doors are to be kept closed to restrict the movement of dust,
dirt, and noise.  Close off temporary
openings with polyurethane.   Due to
local fire codes, no openings may be made on an occupied floor to the corridor
unless the premise is “firewatched.” 
See Nos. 15 and 16 for firewatch procedures and penalties.  All corridor doors must remain closed unless
materials are being delivered to the construction site.  All HVAC filters in fan rooms shall also be
delivered in operable condition at time of completion (thus a temporary filter
should be added to the existing filter).


 


10.                                 Specific
Restrooms will be designated for Contractor use.  Anyone found using Restrooms (other than those specified), or
janitorial closets, will be subject to dismissal.  Said restroom, any/all sinks and/or drinking fountains will NOT
be used for disposing of anything or washing of anything.  Contractor will be fined $300.00 per
offense, and the person will be asked to leave the project.  No one is permitted to use the janitorial
closets without management’s permission. 
Upon completion of each Owner improvement, the Contractor will be
responsible for restoring the facility to its original state.


 


INITIAL                           


 


11.                                 All
corrective work or work performed in occupied spaces at any time must be
scheduled and approved by the Building Management Office and must be
immediately cleaned up by the workmen prior to their leaving the job or at the
end of the business day if the project is on-going.  The Contractor shall be responsible for all costs incurred by the
Building Management Office if this clean-up work is not performed
satisfactorily.


 


12.                                 All
traffic control, flagmen, barricades, etc., as may be necessary or required by
any agency having jurisdiction, shall be the sole responsibility of and at the
expense of Contractor.


 


13.                                 All
Contractors are to take precautions to prevent the accidental tripping of the
fire alarm system.  False alarms shall
be fined to the Contractor at $ 300.00 each offense.


 


INITIAL                   


 


14.                                 No
gasoline-operated devices, i.e.,
concrete saws, coring machines, welding machines, etc., shall be permitted
within the Project and Building premises. 
All work requiring such devices shall be by means of electrically
operated substitutes.


 


15.                                 All
welding equipment (gas and oxygen canisters), will be pre-approved by Building
Management Office, and shall be properly chained and supported to eliminate all
potential hazards.  Welding will only be
done with a qualified, properly equipped firewatch present.  Violation of this will result in a $1,000.00
fine to Contractor.  All area around any
welding will be protected from spark. 
Contractor is to notify Building Management Office 24 hours in advance
to any welding.  At the completion of
use, said containers shall be removed from the building.


 


INITIAL                   


 


16.                                 Please
contact the Building Management Office 24 hours in advance to
schedule work on the following building systems:  (Any disruption of services will be scheduled at the Building
Management Office’s discretion.)


 


(a)                                  Domestic
water.


 


(b)                                 Fire
Life Safety System (alarm, speaker, or strobe) installation, tie-ins or
testing.  All FLS final ties-ins will be
done by Building Owners approved FLS contractor at Contractors expense.  Twenty-four hours notice to the Building
Management Office is required.  Testing
will be done between 6:00 pm and 6:00 am.


 


(c)                                  Electrical
tie-ins to base building or the addition of equipment to any area other than
the Owner suite except sub panels located within the Owner premises.


 


(d)                                 Sprinkler
system.


 


5

















 


(e)                                  Telecommunication
and Satellite Dish.


 


(f)                                    Any
work that will take place outside the demised space (i.e., floor coring, electrical, etc.) requires 48 hours
advance notice.


 


(g)                                 Any
tie-ins that may affect other spaces.


 


(h)                                 Noise
or odor producing work.


 


Note:  If a utility or building alarm is to be
turned off for Contractor’s work, Contractor must notify the Building
Management Office so security can disarm the system.  Any system that is turned off will need a person to stand guard
as firewatch.  If it is discovered that
a firewatch is not posted, the Building Management Office will post a security
guard at market rate around the clock. 
Said expense will be deducted from the Contractors contract along with a
$1,000.00 penalty.


 


INITIAL                   


 


17.                                 Construction
personnel are not permitted to block open any entry door, stairway doors and
electrical room doors.  These doors
provide the fire protection required by code. 
Continued violation of this provision shall be subject to a $200.00 fine
and/or removal of subcontractor from site. 
Janitorial doors shall be kept closed at all times on occupied floors.


 


INITIAL                   


 


18.                                 Contractors
shall provide and keep available the required amount, based upon square
footage, of fire extinguishers, within the demised premises during
construction.


 


19.                                 Contractor/Subcontractor
shall inaugurate and maintain an accident prevention program and an employee
safety-training program.


 


20.                                 All
employees on the job, regardless of whose direct payroll they are on, shall be
required to respond to safety and emergency (i.e.,
evacuation) instructions, including alarms, from the Contractor’s
supervision.  Persons who do not respond
shall be removed from the job.


 


21.                                 Respect
must be shown to the Building Tenants and personnel at all times.  Rude and obscene behavior, including foul
and abusive language, will not be tolerated. 
All clothing will be appropriate and non-offensive.  Offenders will be asked to remove themselves
from the premises and shall not be permitted to return.


 


22.                                 Any
persons not on the approved Contractor list will be denied access to the
property - no exceptions.  All
Contractors, vendors, employees, guests, invitees, agents, etc., must sign in
with Security at their desk in the main lobby.


 


23.                                 All
workers are required, when and where applicable, to wear on their person the
Building Management Office approved vendor badges.  These badges can be checked out on a daily basis from the
Building Management Office.  Contractor
will be charged $25.00 for each badge not returned from his trades.


 


24.                                 No
tobacco smoking or chewing will be permitted in the building.


 


25.                                 No
radios or other sound producing equipment will be permitted in the building or
parking structure.


 


INITIAL                   


 


26.                                 “Wet
Paint” signs must be posted in all public areas when appropriate.


 


27.                                 All
exterior/site and interior common areas, near or adjacent to Construction
area(s), shall be protected from all damage during the course of
construction.  The Contractor shall
erect barriers and take other practical measures to assure protection of these
areas.  Areas to protect include, but
are not limited to:


 


(a)                                  Paved
parking areas, sidewalks, planters, or landscaping.


 


(b)                                 Building
shell surfaces, building entries/exits, building systems service rooms.


 


(c)                                  Building
lobby, corridors, elevators, elevator lobbies, and stairways.


 


(d)                                 Building
toilet facilities, telephone access rooms, signage/directories.


 


Soiled
surfaces and/or damages occurring as a result of negligence or carelessness, on
part of construction personnel, shall be immediately remedied or returned to
it’s original condition at the Contractor’s sole expense.


 


28.                                 Contractor
shall provide temporary electrical devices within the demised premises for
their Subcontractor’s use.  Contractor
will not be permitted to run extension cords through public space (i.e., across corridors) on occupied floors
or through occupied spaces.


 


6

















 


29.                                 The
Contractor shall use reasonable measures to minimize energy consumption in the
construction area when possible.  The
Building shall pay for normal electrical consumption during the construction
process.  All lights and equipment must
be extinguished at the end of the Contractor’s business day.  In the event that the Contractor continues
to leave lights and equipment on during off-hours, the Building Management
Office reserves the right to receive just compensation for excessive electrical
consumption.


 


30.                                 Loading
Dock parking will only be used for temporary loading or unloading of equipment
and supplies.  Any vehicles found in
unauthorized spaces will be subject to posted parking rates/regulations.


 


31.                                 No
Contractor shall be allowed to start any work at the Project or in any Building
without having a current Certificate of Insurance on file with the Building
Management Office.  Contractor must keep
current insurance certificates on all Subcontractors.  Any Contractor or Subcontractor performing work without a current
insurance certificate will be immediately ordered off the premises.  Contractors shall list the following, in
addition to the building owner as additionally insured:  It’s agents, employees, partners, and
shareholders.


 


32.                                 Contractor/Subcontractor
shall obtain and pay for a City Business License, if required.


 


33.                                 The
Contractor/Subcontractor shall obtain at its own expense, all permits and
licenses necessary to perform the work and shall comply with all laws,
ordinances, and regulations of the state and federal government, and/or of any
agency, board or commission or other duly qualified body.


 


34.                                 All
work shall be performed in accordance with all applicable laws and the rules
and regulations of all City, State and Federal agencies having jurisdiction
over the work.


 


35.                                 Loading
Dock doors may only be opened for delivery of material after hours, otherwise,
the dock doors will be locked down.


 


36.                                 The
Owner and/or the Building Management Office reserves the right to inspect work,
stop work and/or have a worker removed from the job at any time during the
contract.


 


37.                                 No
work is to be performed, nor materials stored in any area other than the
premises under construction without prior written authorization.  Any material found in any location, other
than the premises under construction, will be confiscated and disposed (this
includes electrical and telephone rooms). 
No staging of trucks or materials will be allowed in areas, which may
affect traffic flow to the adjoining properties.


 


38.                                 Ceiling
spaces shall be left clear of all debris. 
No debris, equipment, or materials shall be allowed to rest on the
ceiling grid or tiles.  Contractor shall
inspect for and remove any debris found on the ceiling grid or tiles.  This shall include residual ceiling tiles or
cuttings.


 


39.                                 Access
to the roof and electrical rooms of the building shall be permitted only with
prior consent of the Building Management Office.


 


40.                                 Any
penetrations of the drywall below or above the ceiling shall be patched in such
a manner as to maintain the fire rating of the wall and to leave no
opening.  Any penetration through fire
rated areas must be sealed with an approved fire rated sealant and conduit
intended for that application.


 


41.                                 All
space above the ceiling is an HVAC return air plenum.  As such, PVC and other flammable material that does not display a
factory label stating an intended use in such an area or an acceptable
flame/smoke rating shall not be installed in that space.  Therefore, only plenum rated wire or cabling
will be allowed in this area.  Rating
must be factory stamped and must read “CMP 4 with 100% FEP wire insulation” or
equivalent on the insulation jacket. 
The only acceptable alternative is to provide EMT conduit and encase the
non-rated cable within.


 


42.                                 Exposed
plenum rated cabling shall not rest on ceiling tile, fire sprinkler lines,
ductwork, VAV boxes, air conditioning units, or electrical conduit.  Subject cabling shall be supported from the
deck above by properly anchored hangers. 
Under no circumstances will cabling run through dampers.  Cabling shall not penetrate rated walls
without conduit enclosure and rated caulking or approved fire block.


 


43.                                 All
equipment or conduit in the ceiling spaces that can be viewed through a return
air grill shall be painted flat black. 
Ensure all HVAC controls are properly masked off during texturing and
painting.


 


44.                                 Service
access to existing equipment shall not be hampered or obstructed by added
equipment or newly constructed numbers.


 


45.                                 Contractor
is responsible for implementing Indoor Air Quality (IAQ) as set forth by the
Building Management Office.  All return
air to the building air system shall be covered with proper filter media prior
to any construction and removed after all construction is completed.


 


46.                                 Building
Management’s selected roofing contractor shall seal all roof penetrations.  Contractor shall remain responsible for
watertight integrity of any penetration until sealed.


 


47.                                 EMT
conduit is not to contact or to be supported by HVAC units, dusts, or piping.


 


7

















 


48.                                 If
hazardous material or dangerous conditions are suspected, the Contractor is
required to advise the Building Management Office before disturbing the subject
material.


 


49.                                 Should
there be a need to deviate from any of the regulations contained in this
document, only the Building Management office is authorized to allow such
changes.


 


50.                                 All
Contractors working over the weekend and after the normal hours shall provide
the building management office a list of workers 24 hours prior to any workers
being on site or they will be denied access. 
The list should also include an estimated time the Contractors will be
working, the location of the work to be done, the number of employees and the
working Supervisor who will be present in the building during the performance
of the work.


 


51.                                 Rubber,
non-marking wheels are required on all vehicles transporting materials in the
Building or floors shall be protected. 
Said wheels and vehicles will be kept clean and free of debris that
could be tracked onto common areas.


 


52.                                 The
Contractor will be required to furnish the building management office with a
list of Subcontractors prior to commencement of the job.  This list will include phone numbers and
contacts for each Contractor/Subcontractor, including home and emergency
telephone numbers.


 


	
  Corporate
  Officer

  	
  Home/Emergency
  Phone No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  General
  Superintendent

  	
   

  	
  Home/Emergency
  Phone No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Project
  Superintendent

  	
   

  	
  Home/Emergency
  Phone No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


53.                                 Contractor
and Subcontractor are not allowed to smoke, eat, or drink in the premises under
construction or in any part of the building, unless written permission is
given.  Contractor shall not bother or
remove any personal items from the Tenant’s desk, furniture, etc., unless
instructed by the Building Management Office. 
Contractor shall not enter into any Tenant’s refrigerator or use any
appliances such as microwave ovens, toasters, coffee machines, etc., nor should
they consume any food or beverage that is the property of the Tenant.


 


54.                                 The
Contractor, or his agent, shall provide safety barricades or cables at floor
penetrations.  Such penetrations will be
firewatched as described in No. 15.


 


55.                                 Any
existing vertical and/or horizontal area separation is required to remain
intact during construction.  If any
separations are compromised and not immediately sealed, a fire watch will be
required.  See Nos. 15 and 16 for
firewatch procedures and penalties.


 


56.                                 Contractor
will exercise construction noise and abatement by the use of proper scheduling
practices.  The peaceful enjoyment of
existing, adjacent tenants and occupants (in premises above, below, or to the
sides) shall not be disturbed as a result of the contractors work.  Noisy and odor producing work, (such as, but
not limited to hammer or drilling, core drilling, shooting of studs, carpet
tack strips, painting, wall covering, or other disturbances.), will only be
allowed between the hours of 6:00 p.m. to 6:00 a.m., Monday through Friday.  All work of this nature must be selected
twenty-four (24) hours in advance with the Building Management Office.  Contractor will be asked to leave if this is
violated.


 


57.                                 Prior
to the commencement of work, this guideline must be initialed and signed by
Contractor.


 


 


	
  Signature:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  .

  
	
   

  	
   

  	
   

  



 


8

















 


	
  GENERAL INFORMATION

  
	
  Company Name:

  
	
  Address

  
	
  City  State  Zip Code

  
	
  Telephone Number (   )

  	
  Fax Number (   )

  
	
  Ownership Structure (Please check
  one)

  
	
   

  
	
   

  
	
  o  Sole Proprietorship

  	
  o  Partnership

  	
  o  Corporation

  	
  o  Joint Venture

  	
  o

  
	
  Other:                                        

  
	
   

  
	
  Description of Service(s) Provided

  
	
   

  
	
  Contractor’s License #

  
	
   

  
						



 


RESPONSIBLE CONTRACTOR STATUS (Refer to definitions on next page)


Please
check one of the following boxes:


 


1. o  Meets all Responsible Contractor requirements


2. o  Meets none of the Responsible Contractor requirements


3. o  Meets certain of the Responsible Contractor requirements
(provide explanation below)


 


If you have checked box 3 above, please provide an explanation below
(attach additional pages if necessary):


 


Explanation:


 


 


 


OWNER’S CERTIFICATION OF RESPONSIBLE
CONTRACTOR STATUS


On
behalf of the above-named company, the undersigned certifies that the
information and response provided therein are true, complete and accurate as of
this date, and he/she is aware that any intentionally misrepresented or
falsified information may result in disqualification from future contracting
opportunities.


	
  Signature

  	
   

  	
   

  	
  Date

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
   

  	
  Title

  	
   

  	
   

  
								



 


This form was prepared for use in compliance
with the Responsible Contractor Program Policy of the California State
Teachers’ Retirement System (“CalSTRS”).


Any contractor or subcontractor with a
minimum contract size of $25,000 should complete this form.


 


DEFINITIONS:


Responsible Contractor:           A contractor or subcontractor who pays
workers a fair wage and a fair benefit as evidenced by payroll and employee
record.  “Fair Benefits” are defined as
including, but not limited to, employer paid family health care coverage,
pension benefits, and apprenticeship programs. 
What constitutes a “fair wage” and “fair benefit” depends on the wages
and benefits paid on comparable real estate projects based upon local market
factors, that include the nature of the project (e.g., residential or commercial, public or private)
comparable job or trade classification, and the scope and complexity of the
services provided.


 


9

















 


PUBLIC CORRIDOR
PROTECTION


 


It is a Project and Building requirement that all Contractors and their
sub-contractors protect the Building and the Project when construction work is
conducted on a specific floor.  The
Building Management Office requires the Contractor to protect all public corridors
and any and all other areas in the Project and all Buildings that are used by
their sub-contractors.


 


Public Corridor Protection Requirements:


 


1.                                       Full width, wet walk-off mats are to be
placed in front of each freight elevator door and corridor exits from all
construction areas.  The walk-off mats
are to be cleaned daily and kept wet.


 


2.                                       Carpet floors are to be lined with paper and
then masonite is to be installed on all public corridor entrance points and to
men’s bathrooms.  The sheets of masonite
are to be taped together, stopping their movement.


 


3.                                       Walls of public corridors are to be covered
with fire retardant plastic, taped from top to bottom.


 


4.                                       Freight elevator lobby entrance doors are to
be covered with Masonite.


 


5.                                       At all corridor/lobby changes in direction,
the walls and corners shall be protected with Masonite and poly.


 


6.                                       No materials, tools or carts are to be stored
in any public corridor, passenger elevator lobbies or freight elevator lobbies
at any time.


 


7.                                       All public corridors, passenger elevators and
freight elevator lobbies must be kept clean at times.


 


8.                                       No fire exit stairwell doors shall be propped
or shimmed open for any reason.


 


10

















 


LOADING DOCK &
FREIGHT ELEVATORS RULES


 


	
  Loading Dock hours:

  	
   

  	
  Monday – Friday 5:00 a.m. – 9:00 p.m.

  
	
   

  	
   

  	
   

  
	
  Freight Elevators hours:

  	
   

  	
  Monday – Friday 6:00 a.m. – 6:00 p.m.

  



 


Requests for use of facilities outside of the above listed hours will
be handled on a case by case basis.  As
a reminder, any access to the building or use of the facilities, outside of
normal operating hours (6 a.m. - 6 p.m., Monday-Friday), will require
submitting a request for after hours access/facility use.  Holiday schedule will be the same as
the Sunday schedule.


 


The Building Management Office must receive all requests for access and
facility use no later than 2:00 p.m. Office hours are 8:00 a.m. - 5:00 p.m.,
Monday through Friday.  All facility use
requests will be handled on a first come, first serve basis. 
You should follow up with the Loading Dock Manager to assure approval.


 


We require that any large deliveries such as furniture, drywall,
ceiling tile, and floor tile deliveries at the loading dock not be made between the hours of 6:00 a.m. and
6:00 p.m.


 


DOCK RESTRICTIONS


 


1.                                       Loading
dock access restrictions are 13' high and 40' maximum length.


 


2.                                       All
vehicles will be given a one (1) hour time restriction for loading and
unloading at all docking locations; any extension of time will be at the
discretion of the Loading Dock Manager.


 


3.                                       Extended
docking privileges will be given only after the Building Management Office has
granted written permission.


 


4.                                       Moving
vans under contract of office tenants will be scheduled in advance by the
Loading Dock Manager to avoid congestion in the Loading Dock.


 


Moving vans, contractors and vendors must exercise extreme care so as
to protect the Project’s common areas, work and service corridors.  Specifically, such companies are to provide
protection for existing carpets and wall coverings in the public corridor
between the freight elevators and the work area.  Carpets shall be completely covered with Masonite or similar
material.  Moving vans, contractors and
vendors shall be responsible for all damages resulting from any damages/work performed
at the Project.


 


5.                                       All delivery truck operators will leave
ignition keys with loading dock personnel to enable every vehicle to be
relocated by the Dock Jockey.


 


6.                                       All
delivery truck operators will be responsible to furnish their  own
dollies, carts, and man power to load
and unload cargo and remove all pallets, cartons, shipping material from
dock area.


 


7.                                       We
request that construction deliveries at the Loading Dock NOT be made between the hours of 10:00
a.m. and 2:00 p.m.


 


8.                                       Loading
and unloading on the Loading dock during normal business hours (6:00 a.m. to 5
p.m.) is restricted to one vehicle per company/vendor at a time up to one hour (unless prior written
permission has been given by the Loading Dock Manager).


 


9.                                       All
deliveries, which require Dock parking in excess of one hour, must be scheduled
between the hours of 6:00 p.m. and 6:00 a.m. and must be approved in writing by
the Loading Dock Manager.


 


10.                                 All
correspondence and request for approval must be forwarded to the attention of
the Loading Dock Manager.


 


11.                                 No Motorcycle are allowed in the loading Dock


 


12.                                 Anyone working in the building for a one (1)
week period, or longer, must contact the Loading Dock Manager for a Project
identification badge.


 


NOTE:          DOCK
PRIVILEGES MAY BE REVOKED FROM ANYONE NOT FOLLOWING THESE POLICIES.


 


If you have any questions, please call of the Office of the Building at
(213) 485-9595.


 


	
  Thomas Properties Group, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ellisa Irving

  	
  Temika Stewart

  
	
  Property Manager

  	
  Loading Dock Manager

  
	
                              Plaza

  	
   

  
				



 


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Gentlemen:


 


You
have requested our approval for the performance of certain work in the Premises
in the Building as shown on plans and specifications submitted by you.  We hereby consent to your proceeding with
the work, subject to the following conditions:


 


1.                                       All costs and expenses in connection with or
arising out of the performance of the work shall be borne by you and all
payments therefor shall be made by you promptly as they become due, and
evidence of such payments shall be furnished to us on request.  At no time shall you do or permit anything
to be done whereby the Project, the Building or the land upon which it is
located may by subjected to any mechanic’s or other liens or encumbrances
arising out of work, and our consent herein shall not be deemed to constitute
any consent or permission to do anything which may create or be the basis of
any such lien or charge.  You shall
notify us in writing not less than ten (10) days prior to the commencement of
any work in order to afford us an opportunity to post and record appropriate
notices of non-responsibility with reference to all aspects of such work.  Prior to the commencement of any work, and
from time to time during the work whenever requested by us, and promptly upon
completion of work, by each original contractor and each sub-contractor, you
will deliver to us waivers of mechanic’s liens duly executed by all contractors
and all laborers or material men concerned with said work.  At any time so requested by us you will, at
your expense, and as we require, provide and furnish to us either:  (a) surety company bond, or (b) court order
discharging lien, or (c) other form of protection against any such liens or
encumbrances which may be filed, or (d) secure the release and/or discharge of
any claim alleged to constitute such lien or encumbrance, and will hold us
harmless against the same.


 


2.                                       All materials as well as methods and
processes used in the performance of the work shall conform to the standards of
the Project of the Building and you hereby assure us that each of your
contractors is or will be entirely familiar with such requirements prior to
commencement of any work.


 


3.                                       You will perform this work in a safe and
lawful manner, using only contractors approved by us, and complying with
applicable laws and all regulations and requirements of municipal or other
governmental or duly constituted bodies exercising authority, and this
compliance shall include the filing of plans and other documents as required,
and the procuring of any required licensor permits at your sole cost and
expense.  You shall notify us in writing
not less than ten(10) days prior to the commencement of any work as to name,
telephone number and responsible party for each and every contractor and/or
sub-contractor who is about to commence work.


 


4.                                       You hereby indemnify and agree to defend and
hold us harmless from and against any and all suits, claims, actions, loss,
cost or expense (including claims for workmen’s compensation) based on personal
injury or property damage caused in or contract claims (including but not
limited to claims for breach of warranty) arising for the performance of this
work by you, your employees, agents, servants, or contractors engaged by you;
and you will repair or replace, or at our election, reimburse us for the cost
of repairing or replacing, any portion of the Project or the Building or item
of its equipment, or any of our real or personal property so damaged, lost or
destroyed in the performance of this work.


 


5.                                       Insurance.  During the entire term of this
Agreement, Contractor shall maintain, at its sole cost and expense, insurance
as set forth below with a licensed insurer qualified to conduct business in the
state in which the property is located, with a minimum Best Rating of AVII or
better, and otherwise reasonably acceptable to TPG Plaza Investments, LLC (“Owner”), and shall deliver to owner certificates of
insurance in form satisfactory to Owner concurrently with the execution of this
Agreement and shall deliver to Owner certificates of insurance or renewals
thereof at least thirty (30) days before the expiration of any such policies.


 


(a)                                  Commercial General Liability Insurance
against bodily and personal injuries and death and property damage with a
combined single limit of not less than *    per occurrence,
*    general aggregate, *    products/completed
operations aggregate, and *    personal injury and advertising injury,
including contractual liability insurance specifically insuring the
indemnifying portions of this Agreement, naming Owner and Thomas Properties
Group as additional named insured (to the extent of the indemnification set
forth in Section 9 hereof);


 


(b)                                 Umbrella Liability Insurance in the amount of
*    excess over the primary Comprehensive Liability Insurance
of *    the following form endorsement naming Owner and Thomas
Properties Group as additional named insured (to the extent of the
indemnification set forth in Section 9 hereof);


 


(c)                                  Worker’s Compensation Insurance in limits of
not less than *    bodily injury by accident – each accident,
$*    bodily injury by disease – each employee, and
$*     injury by disease
– policy limit, and Employers Liability Insurance with limits of not less than
$*   


 


(d)                                 Comprehensive Automobile Liability Insurance
covering owned, non-owned and hired vehicles against personal and bodily injury
and death and property damage with a combined single limit of not less than
$*    per occurrence, naming Owner and Thomas Properties Group
as additional named insured (to the extent of the indemnification set forth in
Section 9 hereof);


 


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(e)                                  Comprehensive Crime Bond in limits of not
less than *    per occurrence covering all dishonest acts of
servants, employees, agents and representatives of Contractor while performing
services hereunder; and


 


(f)                                    In the event that Contractor is to park motor
vehicles as a part of the Services herein, Contractor shall continuously
maintain Garage Keeper’s Legal Liability Insurance in an amount of not less
than *   ) and Garage Liability Insurance in an amount not less
than *    ) (plus the *    ) Umbrella Liability
Insurance required above) naming Owner and Thomas Properties Group as
additional named insured (to the extent of the indemnification set forth in
Section 9 hereof) in both such policies, which insurance may be subject to
a deductible provision not to exceed *    ? occurrence.


 


The certificates of insurance to be provided by Contractor pursuant to
this Section 8 shall be endorsed to provide that such policies shall not
be materially changed or cancelled until at least thirty (30) days prior notice
thereof by Registered Mail is given to Owner. 
Contractor agrees that the provisions set forth herein above and in
Section 6 shall be imposed upon, assumed and performed by each of its
subcontractors, if any.


 


6.                                       Indemnification. 
Contractor shall indemnify and save harmless Owner and Thomas Properties
Group, and Owner’s and Thomas Properties Group’s officers, directors,
shareholders, partners, agents, employees and contractors from and against any
and all losses, expenses (including, without limitation, reasonable attorneys’
fees and costs), damages, costs, liabilities and claims asserted against or suffered
by Owner or Thomas Properties Group arising from or in any manner related to
the negligence, misconduct or other fault of Contractor, its servants, agents,
contractors or employees (i) because of bodily or personal injuries, including
death at any time resulting therefrom (“injuries”), sustained by any employee of Contractor
while at the Property, or elsewhere, while engaged in the performance of the
Services under this Agreement, or (ii) because of injuries sustained by any
person or persons other than employees of Contractor while at the Property, or
elsewhere, or (iii) because of injury to or destruction or loss of property;
provided that Contractor shall not be required to indemnify Owner or Thomas
Properties Group to the extent any such losses, expenses, damages, costs,
liabilities and claims are caused by the negligence or willful misconduct of
Owner or Thomas Properties Group. 
Contractor, without limiting the generality of the foregoing, agrees
that the policies of insurance referred to in Section 5, above, shall each
(where applicable) contain clauses insuring Owner and Thomas Properties Group
against any loss resulting from a breach by Contractor and covering
Contractor’s liability to Owner in respect to any and all of the foregoing indemnification.  Owner waives any claims it may hereafter
have against Contractor for damage, loss or injury to the Property to the
extent such damage, loss or injury is covered by insurance covering the
Property; and Owner’s policy of casualty insurance covering the Property shall
be endorsed to provide that the insurer waives its rights of subrogation
against Contractor.


 


Contractor agrees to completely defend (or cause its insurance
companies to completely defend) promptly and diligently, at its or their sole
cost and expense, any claim, action, demand or proceeding brought against any
of the persons referred to in this Section 6 by any person or entity with
respect to any of the matters contained in Section 5 and/or Section 6
(the legal counsel for which must be reasonably satisfactory to Owner) and to
pay, upon demand, any and all attorneys’ fees, investigation costs, and all
other costs, expenses and liabilities to the extent that the same is not
actually paid by one or more of Contractor’s insurance companies.  It is expressly understood and agreed that
the provisions of this Section 6 and of Section 5 shall survive the
termination of this Agreement.


 


7.                                       We shall have no responsibility for or in
connection with the work and you will remedy at your own expense and be
responsible for any and all defects in all such work that may appear during or
after the completion thereof whether the same shall affect the premises in
particular or any parts of the building in general.


 


8.                                       If the performance of this work shall require
that additional services or facilities (including but not limited to extra
elevator services, hoisting, cleanup or other cleaning services, trash removal,
field supervision or ordering of materials) be provided, you shall pay us a
reasonable charge therefor, together with 20% for our supervision and
overhead.  If you employ us at your
expense to perform any portion of the work and thereafter elect to yourself
(through a sub-contractor selected by you but approved by us) perform any
component of such portion (including, but without limiting the generality of
the foregoing, finishes or over-standard items), then you shall pay us 10% of
such sub-contractors total bill as and for our supervision and overhead.


 


9.                                       All of your sub-contractors, employees, servants
and agents must work in harmony with, and shall not interfere with, any labor
employed by us, or our mechanics, engineers or contractors or by any other
tenant or its contractors.


 


10.                                 All work shall be performed on weekdays,
Monday through Friday.  Any work to be
performed at other times shall be performed only after submitting an
after-hours access form to the Office of the Building.


 


11.                                 All Contractors and their personnel, workmen
and agents are to use the freight elevator only.


 


12.                                 All demolition of partitions or removal of
rubbish, or both, shall be done between the hours of 7:00 p.m. and 6:00
a.m.  All such materials shall be taken
to “B” level by use of the freight elevator and from there removed from the
Building through the loading dock.


 


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13.                                 All electrical and power panel balancing
shall be maintained during the entire work period.


 


14.                                 All core drilling and concrete cutting shall
be performed between the hours of 7:00 p.m. and 6:00 a.m.


 


15.                                 An employee or agent of ours must accompany
all workmen performing work in adjacent tenant areas or entering adjacent
tenant areas.  You shall reimburse us
for the cost of any such employee or agent.


 


16.                                 If any shut down or plumbing, electrical, or
air conditioning equipment becomes necessary, you shall notify us and we will
determine when such shut down may be made, and any such shut down shall be done
only if an agent or employee of ours is present.  You will reimburse us for the expense of any such employee or
agent.


 


17.                                 You agree neither to demolish nor to remove
any structural element of the Building without our prior written approval.


 


18.                                 Smoking is not permitted in the
Project, including the job site. 
Smoking is only permitted outside of the building.


 


19.                                 Supplementing Paragraph 8 hereof, you will
provide for and pay all costs and expenses of cleaning that construction area
and for any clean-up required in adjacent areas as a result of the construction
work.


 


20                                    Any noise from adjacent space areas or smell
complaints by tenants shall be remedied immediately or all operations are to
cease until said noise or smell is abated.


 


21.                                 You agree to be entirely responsible for the
maintenance of the balancing of any heating, ventilating or air conditioning
system or equipment installed by you and/or for maintenance of lighting
fixtures, partitions, doors, hardware, or any other installations made by
you.  Only a contractor or
sub-contractor, approved in writing, in advance, by the Building Management
Office shall perform such maintenance.


 


22.                                 Any hardware, light fixtures, or any heating,
ventilating or air conditioning installations now installed in the premises
which you remove and not reinstall, shall be stored by you where directed by us
in our premises.  No such removal may be
made unless shown on the plans and specifications approved by us.


 


23.                                 You shall follow all Building Rules and
Regulations during construction.


 


24.                                 Contractor must have a current Injury &
Illness Prevention Plan (IIPP) in force as required by state law.


 


25.                                 We expressly reserve the right to revoke this
consent upon notice to you in the event of the breach of any of the terms or
conditions hereof, in which event all work shall immediately cease (except as
otherwise directed by us).


 


26.                                 Nothing herein contained shall be constructed
as:  (i) constituting you as our agent
(you to do the work herein as principal) or (ii) a waiver by us of any of the
terms or provisions of any related lease, our consent and approval as aforesaid
being hereby expressly made subject thereto. 
However, any default by you with respect to any portion of this letter
shall, at our option, be deemed a breach of said lease and as to which we shall
have all remedies as in the case of a breach of the applicable lease.


 


CONTRACTORS
ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY, THE CONTRACTORS’ STATE
LICENSE BOARD.  ANY QUESTIONS CONCERNING
A CONTRACTOR MAY BE REFERRED TO THE REGISTER OF THE BOARD WHOSE ADDRESS IS:


 


CONTRACTORS’ STATE LICENSE BOARD


1020 “N” STREET


SACRAMENTO, CALIFORNIA 95814


 


This
consent shall have no force or effect unless and until you have signed and
returned to us the enclosed copy acknowledging your agreement with the
foregoing within (5) days from the date hereof.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  Confirmed and Agreed:

  
	
   

  
	
                             Plaza

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Title)

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
								



 


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  Tenant/Contractor:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Title)

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
								



 


 


Please sign and return to:


Thomas
Properties Group


515
South Flower Street, Suite 1100


Los
Angeles, CA 90071


Attn:  Ellisa Irvin


 


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EXHIBIT
“D”


 


RULES AND REGULATIONS


 


Tenant shall
observe and comply with the following Rules and Regulations.  Subject to Article 21 of the Lease,
Landlord shall not be responsible to Tenant for the nonperformance of any of
said Rules and Regulations by or otherwise with respect to the acts or
omissions of any other tenants or occupants of the Project.  To the extent any part of these Rules and
Regulations are contrary to, or inconsistent with, any provision of the Lease,
the provisions of the Lease shall, to such extent, supercede these Rules and
Regulations.


 


1.               The
sidewalks, driveways, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or used for any purpose
other than ingress and egress. 
Provided, however, Tenant may use of the South Tower staircases to
travel between the floors of its South Tower Premises (and only between such
floors) and (subject to the terms of the Lease, including, without limitation,
paragraph 8 of these Rules and Regulations and Section 2.5 of the Work
Letter) may install special access control systems for the doors leading to its
Premises to the extent a Design Problem is not created and no applicable laws
are violated.


 


2.               No
awnings or other projection shall be attached to the outside walls of the
Project without Landlord’s prior written consent.


 


3.               The
sashes, sash doors, windows and doors that reflect or admit light and air into
the halls, passageways or other public places in the Project shall not be
covered or obstructed, nor shall any objects or articles be placed on the
windowsills or in the windows, except as permitted under the Lease.  The window coverings must be of such uniform
shapes, colors, materials and makes as may be designated by Landlord as
“Building Standard” in the Work Letter. 
Neither the interior nor the exterior of any windows shall be coated or
otherwise sunscreened without Landlord’s prior written consent.


 


4.               Except
as expressly provided, permitted or conditioned by Article 28 of the Lease
(including, with respect to signs that may be placed in the Plaza Building
Space in accordance with Section 28.4 of the Lease), no sign,
advertisement or notice shall be exhibited, painted or affixed by Tenant or any
part of, or so as to be seen from the outside of, its Premises or the Project
without Landlord’s prior written consent. 
In the event of Tenant’s violation of the foregoing, which violation
remains uncured for five (5) days after notice to Tenant from Landlord,
Landlord may remove the same without any liability and may charge the expense
incurred in such removal to Tenant.  All
signs whether on doors, directory tablets or elsewhere, shall be inscribed,
painted or affixed for Tenant by Landlord at the expense of Tenant, and shall
be of a size, color and style acceptable to Landlord.


 


5.               Any
of Tenant’s rights pursuant to the Lease, to use the South Tower Directory or
the Electronic South Tower Directory in the ground floor lobby of the South
Tower, if any, will be provided exclusively for the display of the name and
location of Tenant and Tenant’s Permitted assignees and subtenants only; and
Landlord reserves the right to exclude any other names therefrom, and each and
every name in addition to the name of Tenant placed upon the South Tower
Directory or in the Electronic South Tower Directory, shall be subject to
Landlord’s prior written consent (and if approved by Landlord, all costs
therefor shall be paid by Tenant). 
Provided, however, that, subject to Section 28.3 of the Lease,
Tenant shall be allocated one (1) line on any such South Tower Directory or
Electronic South Tower Directory for each 1,000 rentable square feet in its
South Tower Premises (“Minimum Allotment”),
and subject to, in accordance with, and to the extent permitted under
Section 28.3 of the Lease, a reference to “City National Plaza” shall be
placed on the South Tower Directory, if any (or in the Electronic South Tower
Directory, if any).  Any such listings
or representations, once installed (or input), shall be subject to relocation
or removal upon Landlord’s written request for any nondiscriminatory reason
uniformly applicable to all tenants of the South Tower (except that any such
relocations or removals at Landlord’s request, unless such request is based
upon Tenant’s breach of the Lease, of which these Rules and Regulations are a
part, shall be paid for by Landlord and no such removal shall permanently
reduce the number of lines allocated to Tenant below the Minimum Allotment),
and Tenant shall pay for the removal of any such listings or representations
upon its departure from its Premises. 
Pursuant to Section 28.3 of the Lease, in the event that Landlord
replaces the South Tower Directory with an Electronic South Tower Directory,
Tenant shall be afforded the same number of lines in the Electronic South Tower
Directory as it is entitled to on the South Tower Directory.


 


6.               All
doors opening onto public corridors shall be kept closed, except when being
used for ingress and egress.


 


7.               Subject
to Articles 9 and 10 of the Lease and to the Work Letter, Tenant shall not
drill or bore into, cut or string wires in, lay linoleum or other floor
coverings in, or in any way deface any part of its Premises or the Project,
except with Landlord’s prior written consent and as Landlord may direct.


 


8.               All
security access keys or cards to the Parking Facilities and entrances to the
Project and Buildings shall be obtained from Landlord, and shall, subject to
requirements of, and to the extent required by Section 28.7 of the Lease
(and all of the provisions of Article 28 of the Lease), include a
reference to the name of the Project as “City National Plaza” for so long as
Tenant shall retain the Project Name Rights. 
Tenant may install locks of any kind upon any of the doors to the
Premises on the condition that such locks shall be compatible with (and shall
work with) Landlord’s master key system for the Project; provided, however,
that Tenant may install locks of any kind on any of Tenant’s Secured Areas
without regard to the compatibility (or incompatibility) of such locks with
Landlord’s master key system for the Project. 
Tenant shall provide extra keys to the non-secured parts of its Premises
to Landlord.  Tenant must, upon the
termination of its tenancy, give to Landlord all keys pertaining to the
Premises and the Project, and in the event of the loss of any keys so furnished,
Tenant shall pay Landlord the cost of replacing the same or changing the lock
or locks opened by such lost key(s) if Landlord shall deem it necessary to make
such change.


 


9.               Subject
to Articles 9 and 10 of the Lease and to the Work Letter, no window or other
air conditioning or heating units or other similar apparatus shall be installed
or used by Tenant without Landlord’s prior written consent.


 

















 


 


10.         The
water and wash closets and other plumbing fixtures shall not be used for any
purpose other than those for which they were constructed and no sweepings,
rubbish, rags or other substances shall be thrown therein.


 


11.         Subject
to the Work Letter, all removals from, or carrying in or out of, the Project of
any safes, freight, furniture, heavy or bulky matter of any description, must
take place only between the hours of 9:00 and 11:00 a.m., and 2:00 and 4:00
p.m. of days other than Saturdays, Sundays and holidays (no moving being
permitted on Saturdays, Sundays or holidays without special permission) and
must be made upon previous written notice to Landlord and under its
supervision, and the persons employed by Tenant for such work must be
acceptable to Landlord.  Tenant shall be
responsible for any damage to the Project caused by any such activity.  Landlord reserves the right to inspect all heavy
or bulky equipment or articles to be brought into the Project and to exclude
from the Project all such heavy or bulky equipment or articles, the weight of
which may exceed the floor load for which the Project is designed (unless
Tenant reinforces such floors, at Tenant’s sole cost and expense, to the extent
deemed reasonably necessary by Landlord), or such equipment or articles as may
violate any of the provisions of the Lease of which these Rules and Regulations
are a part.  Tenant shall not use any machinery
or other bulky articles in the Premises, even though its installation may have
been permitted, which causes any noise, or jar, or tremor to the floors or
walks which unreasonably interferes with the normal business office operations
of other tenants or occupants of the South Tower and/or North Tower or with the
normal business operations of any tenant or occupant of the Plaza Building, or
which by its weight might cause injury to the floor of the Project (unless
Tenant reinforces such floors, at Tenant’s sole cost and expense, to the extent
deemed reasonably necessary by Landlord).


 


12.         Neither
Tenant nor its employees, agents, visitors or licensees shall at any time bring
or keep upon the Premises any flammable, combustible or explosive fluid, chemical
or substance, except for a reasonable quantity of such material that is
reasonably necessary for the conduct of Tenant’s business.


 


13.         Tenant’s
Premises shall not be used for manufacturing or for the storage of merchandise
except as such storage may be incidental to the permitted use of such
Premises.  Tenant shall not, without
Landlord’s prior written consent, occupy or permit any portion of its Premises
to be occupied or used for the manufacture or sale of liquor or tobacco in any
form, or as a barber or manicure shop, or (except to hire its own employees for
employment at the Premises) as an employment bureau.  The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purposes.


 


14.         Tenant
shall not make, or permit to be made, any loud disturbing noises, or disturb or
interfere with occupants of the Project or neighboring buildings or premises or
those having business with it by the use of any musical instrument, radio,
phonographs or unusual noise.  Neither
Tenant nor its servants, employees, agents, visitors or licensees shall throw
anything out of doors, windows or down the passageways.


 


15.         No
bicycles, vehicles or animals (except for seeing eye dogs that are trained or
are in the process of being trained) of any kind shall be brought into or kept
in or about Tenant’s Premises, and no cooking shall be done or permitted by
Tenant in its Premises, except that the preparation of coffee, tea, hot
chocolate and similar items (and to the extent contemplated by the Lease, the cooking
and service of food) for Tenant, its employees and visitors shall be permitted;
provided, however, that such activities shall be permitted only if and to the
extent that they do not otherwise violate the Lease of which these Rules and
Regulations are part.  Tenant shall not
cause or permit any unusual or objectionable odors to emanate from its
Premises.


 


16.         These
shall not be used in any space, or in the public halls of the building, any
hand trucks except those equipped with rubber tires and side guards.


 


17.         No
vending or coin operated machines (except for ATMs (as permitted by the Lease)
or machines that count coins) shall be placed by Tenant within the Premises
without Landlord’s prior written consent, except for those that serve Tenant’s
employees and visitors.


 


18.         No
person shall be employed by Tenant to do janitorial work in the Project (except
in Tenant’s retail banking branch office located in the Plaza Building Space or
in Tenant’s Secured Areas or except as otherwise specifically permitted by the
Lease), or maintenance, construction or similar work in any part of the Project
without Landlord’s prior written consent. 
Any person employed by Tenant to do janitorial, maintenance or similar
work with Landlord’s consent shall, while in the Project, be subject to
reasonable rules imposed by Landlord or its agent or representative, and Tenant
shall be responsible for all acts of such persons.


 


19.         Landlord
shall have the right to prohibit any advertising by Tenant (except to the
extent that such advertising is specifically permitted by the Lease) which
identifies the Project or which, in Landlord’s good faith opinion, tends to
impair (i) the reputation of the Project or (ii) the Project’s desirability as
an office building, and upon written notice from Landlord, Tenant shall refrain
from or discontinue such advertising.


 


20.         Canvassing,
soliciting and peddling in the Project are prohibited and Tenant shall
cooperate to prevent the same; provided, however, that this rule shall not
prohibit Tenant from seeking to obtain the retail banking business of tenants
or occupants of the Project by normal advertising or promotional programs which
are comparable to those generally used by first class retail banking
institutions and which are conducted solely in and from Tenant’s retail bank
branch office in the Plaza Building Space.


 


21.         Landlord
reserves the right to control access to the Project by all persons after
reasonable hours or generally recognized business days and at all hours on
Sundays and legal holidays.  Tenant
shall be responsible for all persons for whom it requests after hours access
and shall be liable to Landlord for all acts of such persons.  Landlord assumes no responsibility and shall
not be liable for any damage resulting from the admission of any unauthorized
person to the Project; except to the extent that the admission of any such
person to the Project shall constitute gross negligence on the part of
Landlord.


 

















 


22.         Landlord
reserves the right to exclude or expel from the Project, (a) any person who, in
the judgment of Landlord, is intoxicated or under the influence of liquor or
drugs, or (b) (to the extent that Landlord in good faith believes there is a
potential for damage to property or injury to person) who shall in any manner
do any act in violation of the Rules and Regulations of the Project.


 


23.         It
is understood and agreed between Landlord and Tenant that no assent or consent
to any waiver of any part hereof by Landlord in spirit or letter shall be
deemed or taken as made except if same is done in a writing signed by
Landlord.  Any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to Tenant.


 


24.         Subject
to Article 21 of the Lease, Landlord reserves the right, at any time, to
change or rescind any one of more of these Rules and Regulations, or to make
such other and further reasonable Rules and Regulations as in Landlord’s
judgment may from time to time be necessary for the management, safety, care
and cleanliness of the Premises and Project, and for the prevention of good
order therein, as well as for the convenience of other occupants and tenants
therein.  Landlord shall not be
responsible to Tenant herein or to any other person for the nonobservance of
the Rules and Regulations by any other tenant or other person.  Tenant shall be deemed to have read these
Rules and Regulations and to have agreed to abide by them as a condition of its
occupancy of the Premises.


 


25.         Tenant
shall not suffer or permit smoking or carrying of lighted cigars or cigarettes
in areas reasonably designated by Landlord or by applicable governmental
agencies as nonsmoking areas.


 


26.         Tenant
shall comply with all safety, fire protection and evacuation regulations
established by Landlord or any applicable governmental agency.


 


27.         Tenant
assumes all risks from theft or vandalism and agrees to keep the Premises
locked as may be required.


 

















 


PARKING RULES


 


The following parking rules and
regulations (“Parking Rules”)
shall be in effect at the Project.  Landlord reserves the right to adopt reasonable, nondiscriminatory
modifications and additions to the Parking Rules by written notice to
Tenant.  In the case of any conflict between
these Parking Rules and the Lease, the Lease shall control.


 


1.               Parking
areas shall be used only for parking vehicles no larger than full size,
passenger automobiles (including vehicles commonly known as “SUVs” (which SUVs
shall include Mercedes Benz G500 wagons and GMC Hummers); provided, however,
that no such SUVs shall park in any parking spaces in the Parking Facilities
designated as parking for “compact” vehicles) herein called “Permitted  Size Vehicles.”  Vehicles other than Permitted Size Vehicles
are herein referred to as “Oversized
Vehicles.”


 


2.               Tenant
shall not permit or allow any vehicles that belong to or are controlled by
Tenant to be loaded, unloaded, or parked in areas other than those designated
by Landlord for such activities.  Tenant
shall instruct Tenant’s employees, suppliers, shippers, customers, or invitees that
vehicles that belong to, or that are controlled by such parties shall not be
unloaded, or parked in areas other than those designated by Landlord for such
activities.


 


3.               Parking
stickers, access cards or identification devices shall be the property of
Landlord and be returned to Landlord by the holder thereof upon termination of
the holder’s parking privileges.  Tenant
shall pay to Landlord refundable deposits on such devices as reasonably
established by Landlord from time to time. 
Tenant will pay such replacement charge as is reasonably established by
Landlord for the loss of such devises.


 


4.               Landlord
reserves the right to suspend the privilege to park in the Parking facilities
granted to any person who refuses or complies with the applicable rules,
regulations, laws and/or agreements relating to the uses of the Parking
Facilities, and subject to the provisions of the Section 20.8 of the
Lease, in the case of persons who willfully, repeatedly or habitually violate
such rules, regulations, laws and/or agreements, further reserves the right to
revoke such persons’ privileges to park in the Parking Facilities (and to
refuse the sale of monthly identification devices and/or parking access cards
to such persons).


 


5.               Landlord
reserves the right:   (a) to the extent permitted by the Lease,
to relocate, on a reasonable and non-discriminatory basis, all or a part of the
Parking Privileges:  (i) from one
location within the Project to another location within the Project and/or (ii)
to reasonably adjacent offsite location(s), and (b) to reasonably allocate the
parking spaces within the Parking Facilities between compact and standard size
spaces, so long as the same complies with applicable laws, ordinances and
regulations.


 


6.               Users
of the parking area will obey all posted signs and park only in the areas
designated for vehicle parking.


 


7.               Unless
otherwise instructed, every person using the parking area is required to park
and lock his or her own vehicle. 
Landlord will be responsible or liable to Tenant for any damage to
vehicles, injury to persons or loss of property, except to the extent such
damage or injuries are caused by the gross negligence of Landlord.


 


8.               Parking
validation, will be permissible only by such method or methods as Landlord
and/or its licensee may establish, and at the rates specified in the Lease.


 


9.               The
Parking Facilities shall be used only for parking Permitted Size Vehicles.  The maintenance, washing, waxing or cleaning
of vehicles in the parking structure or Common Areas of the Project is
prohibited.  Tenant shall have no right
to install any fixtures, equipment or personal property (other than vehicles)
in the Parking Facilities, nor shall Tenant make any alteration to the Parking
Facilities.


 


10.         Tenant
shall employ commercially reasonable efforts to cause the group of all of its
employees, agents and invitees to comply with all applicable parking rules,
regulations, laws and agreements.


 


11.         Such
parking use as is herein provided is intended only as a license, and no
bailment is intended or shall be created hereby.


 


12.         In
no event shall Tenant or its employees park in any reserved spaces leased to
other tenants or in any stalls within the designated visitor parking zones.


 


13.         Tenant
shall, upon request of Landlord from time to time, furnish Landlord with a list
of its employees’ names and of Tenant’s and its employees’ vehicle license
numbers.  Tenant agrees to notify its
employees of these Parking Rules as the same are modified from time to time.  Subject to compliance with applicable Laws,
Landlord may tow away from the Project and/or the Parking Facilities any
vehicle belonging to any person that is parked in violation of these Parking
Rules, and/or may attach violation stickers or notices to any such vehicles.


 


14.         Persons
using the Parking Facilities shall observe all directional signs and arrows and
any posted speed limits.  Unless
otherwise posted, in no event shall the speed limit of five (5) miles per hour
be exceeded in the Parking Facilities. 
All vehicles shall be parked entirely within painted stalls, and no
vehicles shall be parked in areas which are posted or marked as “no parking” or
on ramps, driveways and aisles.  Only
one (1) vehicle may be parked in a parking space.  In no event shall Tenant interfere with the use and enjoyment of
the Parking Facilities by other tenants of the Building or their employees or
invitees.


 


15.         Should
any parking spaces be allotted by Landlord or Tenant, either on a reserved or
unreserved basis, Tenant shall not assign or sublet any of those spaces, either
voluntarily or by operation of law, without the prior written consent of
Landlord, except in connection with an authorized assignment of this Lease or


 

















 


subletting of the Premises, or
subject to the terms of the Lease (including, without limitation,
Section 20.8, by granting a license to others to use Parking Privileges
that Tenant is obligated to lease but cannot use).


 


16.         Landlord
reserves the right to modify these rules and regulations and to adopt such
other reasonable and non-discriminatory rules and regulations as it may from
time to time deem necessary for the proper operation and safety of the parking
area.  Tenant agrees to abide by these
and any such other rules and regulations.


 


Landlord reserves the right, at
any time, to reasonably change or rescind any one or more of these Rules and
Regulations, or to make such other and further reasonable Rules and Regulations
as in Landlord’s judgment may from time to time be necessary for the
management, safety, care and cleanliness of the Premises and the Project, and
for the preservation of good order therein, as well as for the convenience of
other occupants and tenants therein. 
Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular tenants, but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of any other
tenant, nor prevent Landlord from thereafter enforcing any such Rules or
Regulations against any or all tenants of the Project.  Tenant shall be deemed to have read these
Rules and Regulations and to have agreed to abide by them (and, to the extent
required herein, to instruct or employ commercially reasonable efforts to cause
its employees, agents, suppliers, shippers, customers, visitors, and/or
invitees to comply with these Rules and Regulations) as a condition of its
occupancy of the Premises.


 

















 


 


EXHIBIT
“E”


 


FORM OF TENANT ESTOPPEL CERTIFICATE


 


The undersigned as [Tenant] [Landlord] under that certain Office Lease
dated November 19, 2003 (the “Lease”)
between TPG PLAZA INVESTMENTS, LLC, a Delaware limited liability company, as
landlord, and CITY NATIONAL BANK, a national banking association, as tenant,
for Premises located on a portion of (i) the first (1st) floor of the Office
Building located at 525 South Flower Street, Los Angeles, California and (ii)
floors [      ,
      ,       ,
      ,       ,
      ,       ,
      ,       ,
      and       ]
of the Office Building located at 555 South Flower Street, Los Angeles,
California, certifies as follows:


 


1.               True, correct and complete copies of the
Lease and all amendments, modifications and supplements thereto are attached
hereto and the Lease, as so amended, modified and supplemented, is in full
force and effect, and represents the entire agreement between Tenant and
Landlord with respect to the Premises and the Property (all terms in initial
capitals herein not otherwise defined herein shall have the meanings ascribed
to such terms in the Lease).  There are
no amendments, modifications or supplements to the Lease, whether oral or
written, except as follows (include the date of such amendment, modification or
supplement)


 


 


 


 


                                    .


 


2.               Occupancy and Commencement:


 


a.               Tenant commenced occupancy of the First
Increment Office Space described in the Lease, currently occupies the First
Increment Office Space, and the First Increment Commencement Date occurred on
                        ,
200      .


 


b.              Tenant commenced occupancy of the Second
Increment Office Space described in the Lease, currently occupies the Second
Increment Office Space, and the Second Increment Commencement Date occurred on
                        ,
200      .


 


c.               Tenant commenced occupancy of the Plaza
Building Space described in the Lease, currently occupies the Plaza Building
Space, and the Plaza Building Commencement Date occurred on
                        ,
200      .


 


d.              Tenant commenced occupancy of the Third
Increment Office Space described in the Lease, currently occupies the Third
Increment Office Space, and the Third Increment Commencement Date occurred on
                            ,
200       .


 


e.               Tenant commenced occupancy of the Fourth
Increment Office Space described in the Lease, currently occupies the Fourth
Increment Office Space, and the Fourth Increment Commencement Date occurred on
                        ,
200      .


 


3.               Tenant has not transferred, assigned, or
sublet any portion of the Premises nor entered into any license or concession
agreements with respect thereto except as follows:


 


 


.


 


4.               Base Rent:


 


a.               With respect to the First Increment
Office Space, became payable on
                        ,
200   .


 


b.              With respect to the Second Increment
Office Space, became payable on
                        ,
200   .


 


c.               With respect to the Plaza Building
Space, became payable on
                        ,
200   .


 


d.              With respect to the Third Increment
Office Space, became payable on
                        ,
200   .


 


e.               With respect to the Fourth Increment
Office Space, became payable on
                        ,
200   .


 


5.               Rent Commencement:


 


a.               In accordance with the Lease, Rent for
the First Increment Office Space commenced to accrue on
                        ,
20     .


 


b.              In accordance with the Lease, Rent for
the Second Increment Office Space commenced to accrue on
                        ,
20     .


 


City National Lease


 

















 


c.               In accordance with the Lease, Rent for
the Plaza Building Space commenced to accrue on
                        ,
20     .


 


d.              In accordance with the Lease, Rent for
the Third Increment Office Space commenced to accrue on
                        ,
20     .


 


e.               In accordance with the Lease, Rent for
the Fourth Increment Office Space commenced to accrue on
                        ,
20      .


 


6.               The Term of the Lease expires on
                          .


 


7.               The Lease provides for four (4) options
to extend the term of the Lease, each for five (5) years, for all of or a
certain minimum portion of the Premises pursuant to Section 2.4.1 of the
Lease.  The rental rate for such
extension term is as follows: * [ILLEGIBLE] Extension Premises in the event of
any extension of the Term by Tenant and * [ILLEGIBLE] or the Extension Premises
in the event of any extension of the Term by any Permitted Assignee.  Except as expressly provided in the Lease,
and other documents attached hereto, Tenant does not have any right or option
to renew or extend the term of the Lease, to lease other space at the Property,
nor any preferential right to purchase all or any part of the Premises or the
Property.


 


8.               To the best of the undersigned’s actual
knowledge, with no duty of inquiry or investigation with respect to the other
party’s conduct, all conditions of the Lease to be performed by
[Landlord][Tenant] necessary to the enforceability of the Lease have been
satisfied and [Landlord][Tenant] is not in default thereunder.  All space and improvements leased by Tenant
have been completed and furnished and all of Landlord’s Work has been completed
in accordance with the provisions of the Lease, except as noted below, and
Tenant has accepted and taken possession of the Premises.


 


9.               To the best of the undersigned’s actual
knowledge, with no duty of inquiry or investigation with respect to the other
party’s conduct, there are no offsets or credits against rentals currently due
and payable or scheduled under the Lease and no free periods or rental
concessions have been granted to Tenant, except as follows:


 


 


 


                                                                                                                                        .


 


10.         All monthly installments of Base Rent, all
Additional Rent and all monthly installments of estimated Additional Rent have
been paid when due through
                             .  The current monthly installment of Base Rent
is
$                    .


 


11.         The undersigned acknowledges that this
Estoppel Certificate may be delivered to [Landlord’s prospective mortgagee, or
a prospective purchaser, or to an entity that may acquire, merge with or consolidate
with Landlord] [a prospective assignee or sublessee of Tenant or an entity that
may acquire, merge with or consolidate with Tenant] and acknowledges that it
recognizes that if same is done, said [mortgagee, prospective mortgagee, or
prospective purchaser or entity] [assignee, sublessee or entity] will be
relying upon the statements contained herein in [making the loan or acquiring
the property of which the Premises are a part and accepting an assignment of
the Lease as collateral security, or in acquiring, merging with or
consolidating with Landlord] [accepting an assignment of the Lease from Tenant,
subleasing the Premises (or any portion thereof) from Tenant or acquiring,
merging, with or consolidating with Tenant], and that receipt by it of this
certificate is a condition of [the making of such loan, such acquisition of
such property or of such acquisition, merger or consolidation] [the accepting
of such assignment or sublease or of such acquisition, merger or
consolidation].


 


12.         Each individual executing this Estoppel
Certificate on behalf of the undersigned hereby represents and warrants that
the undersigned is a duly formed and existing entity qualified to do business
in California and that the undersigned has full right and authority to execute
and deliver this Estoppel Certificate and that each person signing on behalf of
the undersigned is authorized to do so.


 


Executed at
                              
on the                     
day of
                        ,
20      .


 


[“Tenant”:


 


CITY NATIONAL BANK,


a national banking association


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
  ]

  	
   

  



 

















 


	
  [“Landlord”

  
	
   

  	
   

  
	
  TPG PLAZA INVESTMENTS, LLC

  
	
  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TPGA, LLC

  
	
   

  	
   

  	
  a Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TPG/CALSTRS, LLC

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  THOMAS PROPERTIES GROUP, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  a Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  ]

  	
   

  



 

















 


EXHIBIT
“F”


 


SUPERIOR RIGHT AND SUPERIOR RIGHT HOLDERS

WITH RESPECT TO THE POTENTIAL FIRST RIGHT SPACE


 


1.                                       BofA


 

















 


[GRAPHIC]


 


EXHIBIT
“G”


 


TENANT’S PLAZA BUILDING ATM LOCATION


 

















 


EXHIBIT
“H”


 


TENANT’S B-LEVEL ATM LOCATION


 


The location of Tenant’s ATMs on the B-Level shall be in a high
visibility location on the reconfigured B-Level where there is significant
pedestrian traffic as reasonably and mutually agreed by Tenant and
Landlord.  Tenant shall have the right
to initially install its ATMs at the current location of the BofA ATMs;
provided, however, that (i) Landlord shall have the right upon delivery of
reasonable advance written notice to Tenant, to relocate any such location to
another location (or locations) conforming to the requirements of this Exhibit
“H”, and (ii) in the case where Landlord shall require relocation of such ATMs
pursuant to the preceding clause (i), Landlord shall reimburse Tenant for
Tenant’s Actual Costs incurred by Tenant in physically removing such ATMs,
transporting such ATMs to the new ATM location, designing the new ATM location
and installing the ATMs in the new location.


 

















 


EXHIBIT
“I”


 


CALIFORNIA ASBESTOS NOTICE


 


In 1988, California enacted Legislation (specifically, Chapter 10.4 of
the Health and Safety Code, Section 25915 et seq.) requiring landlords and
tenants of commercial buildings constructed prior to 1979 to notify certain
people, including each other and their respective employees working within such
building, of any knowledge they may have regarding any ACM (as defined in
Section 7.3.2 of the Lease) in the Building.  This notification is being given to provide the information
required under this Legislation in order to help you avoid any unintentional
contact with ACM, to assure that appropriate precautionary measures are taken
before disturbing any ACM, and to assist you in making appropriate disclosures
to your employees and others.


 


1.                                       Background Information.   Structural steel fireproofing and other
building materials containing asbestos were widely used in construction from
the 1950’s through the mid-1970’s.  This
Building was built before 1979 and certain asbestos-containing materials are
located in the Building.


 


2.                                       ACM Survey and Operations Plan.   We have engaged qualified ACM consultants
to survey the property for ACM and to assist in implementing an ACM management
plan that includes, among other things, periodic inspection and surveillance,
air monitoring, information and training programs for building engineering and
maintenance staff, cleaning procedures, emergency fiber release procedures,
work procedures and other measures to minimize potential fiber release
occurrences.


 


3.                                       Information Regarding Exposure.   We have no reason to believe that the ACM
in the Building is currently in a condition to release asbestos fibers which
would pose a significant health hazard to the Building’s occupants; this should
remain so if such ACM is properly handled and remains undisturbed.  You should take into consideration that our
knowledge as to the absence of health risks is based solely upon general
information, and that we have no special knowledge concerning potential health
risks resulting from exposure to ACM in the Building.  We are therefore required by the above-mentioned legislation to
encourage you to contact the County Departments of Health Services, the Federal
or State Occupational Safety and Health Administration, or other public
agencies if you wish to obtain a better understanding of the potential impacts
resulting from exposure to ACM.


 


4.                                       Notification Procedures for Construction Activities.   Because any tenant alterations or other
work at the property could disturb ACM and possibly release asbestos fibers
into the air, we must require that you obtain our written approval prior to
beginning such projects.  This includes
not only major alterations, but also such activities as drilling or boring
holes, installing electrical, telecommunications or computer lines, sanding
floors or walls, removing ceiling tiles or other work which might disturb ACM.  In many cases, such activities will not
affect ACM, but you are required to notify the Property Management Office in
advance at the address set forth on Schedule 1, and receive approval, in
each and every case.  The Property
Management Office will make available such instructions as may be
required.  Any such work shall not be
attempted by an individual or contractor who is not qualified to handle
ACM.  In the areas specified in
Schedule 1, you must avoid touching or disturbing the ACM in any way.  If you observe any activity which has the
potential to disturb ACM, you should report the same to the property manager
immediately.


 


5.                                       Building Safety Rules Pertaining to ACM.   In connection with the foregoing, we have
adopted the following policies (which shall be considered rules under tenant
leases):


 


(1)                                  The
owner, and representatives of the owner, including, without limitation, the
owner’s ACM consultant, are entitled upon reasonable prior notice, except in
emergencies (in which event no prior notice is required), to enter into the
premises of any tenant to inspect for ACM, perform air tests and abatement; and


 


(2)                                  Any
tenant, contractor, subcontractor or other party must obtain the owner’s prior
written approval before performing any alterations on any tenant space, or
performing any other work at the property that might disturb ACM or involve
exposure to asbestos fibers as described above.


 


6.                                       Further Information.   At this time, we are unaware of specific
handling restrictions or procedures which might be necessary in any particular
situation to avoid exposure to the ACM in the Building.  We are therefore required by the
above-mentioned legislation to encourage you to contact local, state or federal
public health agencies if you wish to obtain further information regarding
handling procedures and restrictions.


 

















 


SCHEDULE 1


 


TO


 


EXHIBIT “I”

CALIFORNIA ASBESTOS NOTICE


 


	
  BUILDING:

  	
   

  	
  525-555 South Flower Street, Los Angeles, California

  
	
   

  	
   

  	
   

  
	
  PROPERTY MANAGER:

  	
   

  	
  Thomas Properties Group, LLC

  
	
   

  	
   

  	
   

  
	
  ADDRESS OF BUILDING OFFICE:

  	
   

  	
  515 South Flower Street

  
	
   

  	
   

  	
  Sixth Floor

  
	
   

  	
   

  	
  Los Angeles, CA 90071

  
	
   

  	
   

  	
  Telephone: (213) 613-1900

  



 


SPECIFIC LOCATIONS WHERE ACM MAY BE PRESENT IN ANY QUANTITY


 


1.                                       Sprayed-on
fireproofing on the structural steel and overspray on the ceiling above the
suspended ceilings.


 


2.                                       Floor tiles and
associated mastic.


 


3.                                       Drywall joint
compound.


 


4.                                       Thermal systems
insulation.


 


5.                                       Encapsulated in
window column enclosures.


 


6.                                       Underneath HVAC
induction units between structural floor slabs.


 

















 


EXHIBIT
“J”


 


Cleaning and Janitorial Specifications


 


1.                                      Nightly Services.


 


All nightly services shall be performed Monday through Friday,
fifty-two (52) weeks per year, except on holidays.


 


Janitorial Specifications.


 


1.1   Janitorial
Service Specifications for Tenant Suite and Common Areas on Tenant Floors.


 


Nightly Services.


 


1.1.1.1.   Secure all lights as soon as possible each
night.


 


1.1.1.2.   Vacuum all carpets as required.


 


1.1.1.3.   Dust mop all resilient and composition
floors with treated dust mops.  Damp mop
to remove spills and water stains as required.


 


1.1.1.4.   Dust all horizontal surfaces on desks and
office furniture.  (Papers, folders and
personal items on desks are not to be removed.)


 


1.1.1.5.   Spot clean doors, frames, glass partitions,
light switches, wipeable walls and surfaces. 
(Flat paint cannot be cleaned.)


 


1.1.1.6.   Empty all waste paper baskets and wipe
clean if necessary.


 


1.1.1.7.   Remove all trash from floors.


 


1.1.1.8.   Return chairs and waste baskets to proper
positions.


 


1.1.1.9.   Clean drinking fountains (if applicable).


 


1.1.1.10.   Hand dust and clean tenant stairwells
interconnecting floors and hand rails weekly.


 


1.1.1.11.   Clean and remove debris from all metal door
thresholds weekly.


 


1.1.1.12.   Wipe clean smudged bright work weekly.


 


1.1.1.13.   Spot clean all carpets, resilient and
composition floors weekly.


 


1.1.1.14.   Vacuum under and around all desks and
office furniture weekly.


 


1.1.1.15.   Dust all vinyl base weekly.


 


Monthly Services.


 


1.1.2.1.   Wipe clean and polish all common area
bright work.


 


1.1.2.2.   Edge all carpeted areas.


 


1.1.2.3.   Dust all high-reach areas including, but
not limited to, tops of door frames, furniture ledges, tops of partitions,
picture frames, graphs and similar wall hangings.


 


1.1.2.4.   Dust all low-reach areas including, but not
limited to, chair rungs, furniture ledges, baseboards, wood paneling moldings,
etc.


 


1.1.2.5.   Clean and spray buff all flooring.


 


1.1.2.6.   Brush or vacuum upholstered furniture.


 


Periodic Services.


 


1.1.3.1.   Scrub or otherwise recondition all
resilient or composition flooring to provide a level of appearance equivalent
to a completely refinished floor twice per year.


 


1.1.3.2.   Dust or vacuum window blinds or curtains as
required, but not less than once per year.


 


1.1.3.3.   Dust light fixtures inside and out when
replacing lamps or not less than once per year.


 

















 


2.   Restroom
Service Specifications.


 


2.1.   Nightly
Services.


 


Restock all restrooms with supplies,
including paper towels, toilet tissue, seat covers and hand soap as required.


 


Restock all sanitary napkin dispensers as
required.


 


Clean all mirrors, dispensers, faucets,
flushometers and bright work.


 


Wash and sanitize all toilets, toilet seats,
urinals and sinks.  Wipe dry all sinks.


 


Mop all restroom floors with disinfectant
germicidal solution.


 


Empty all waste and sanitary napkin
receptacles.


 


Remove all restroom trash.


 


Spot clean finger prints, marks and graffiti
from walls, partitions, glass, aluminum and light switches where required.


 


2.2.   Weekly
Services.


 


Dust all low reach and high reach areas
including, but not limited to, ledges, mirror tops, partition tops and edges.


 


2.3   Periodic
Services.


 


Wipe down all tile walls and metal
partitions.  Partitions shall be left in
an unstreaked condition after this work.


 


Thoroughly clean all ceramic tile floors when
required.


 


3.   Day-Cleaning
Services.


 


3.1  Vacuum clean elevator cab floors daily.


 


3.2  Wipe clean and remove finger marks from all
metal bright work throughout public areas and up to hand reach daily.


 


3.3.   Check men’s washrooms for toilet tissue
replacement.


 


3.4.   Check ladies’ washrooms for toilet tissue
and sanitary napkin replacements.


 


4.   General.


 


4.1.   Clean and treat as necessary interior and
exterior of elevator car including hatch doors (and saddles) serving Premises.


 


4.2  Wipe all interior window frames, mullions
and other painted or unpainted interior metal surfaces of the perimeter walls
of the Building each time the interior of the windows is washed.


 


4.3.   Wipe down mail depositories nightly.


 


4.4.   Wipe clean and polish all metal hardware
fixtures and other bright work as needed.


 


4.5.   Keep in a clean condition all public
telephones and their enclosures.


 


4.6.   Clean all directory boards as required,
remove fingerprints and smudges nightly.


 


4.7.   Maintain Building lobby, corridors and
other public areas in a clean condition.


 


5.   Window
Cleaning.


 


5.1.   Exterior surfaces of exterior windows shall
be cleaned three times per year.


 


5.2.   Interior surface of exterior windows shall
be cleaned once per year.


 

















 


 


EXHIBIT
“K”


 


INTENTIONALLY DELETED


 

















 


	
   

  	
  NOTE: Use GE
  Plastics (tel 800-451-3147)

  LexanÒ UV- Resistant
  extruded

  polycarbonate sheeting #SG-300-112

  with UV protective coating for sign surface.

  Front-lit 9" deep channel letter sign.

  



 


 


[GRAPHIC] 


 


 




	
  CITY NATIONAL BANK  NAMING
  RIGHTS STUDY  North Elevation-Top of Building  11.12.03

  






 


	
  1/32" = 1'-0" [S P LOGO]

  



 


 


EXHIBIT
“L”


 


SOUTH TOWER TOP SIGNS


 


1

















 


	
   

  	
  NOTE: Use GE
  Plastics (tel 800-451-3147)

  LexanÒ UV- Resistant
  extruded

  polycarbonate sheeting #SG-300-112

  with UV protective coating for sign surface.

  Front-lit 9" deep channel letter sign.

  



 


 


[GRAPHIC]


 


 


	
  CITY NATIONAL BANK  NAMING
  RIGHTS STUDY  South
  Elevation      Top of
  Building  11.12.03

  



 


	
  1/32" = 1'-0" [S P LOGO]

  



 


2

















 


	
   

  	
  NOTE: Use
  Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6" deep back-lit channel letter sign.

  



 


 


[GRAPHIC]


 


 


	
  CITY NATIONAL BANK  NAMING
  RIGHTS STUDY  Figueroa Elevation  11.12.03

  



 


	
  1/16" = 1'-0" [S P LOGO]

  



 


 


EXHIBIT
“M”


 


SOUTH TOWER EYEBROW SIGNS


 


1

















 


	
   

  	
  NOTE: Use
  Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6" deep back-lit channel letter sign.

  



 


 


[GRAPHIC]


 


 


	
  CITY NATIONAL BANK  NAMING
  RIGHTS STUDY  6TH STREET Elevation  11.12.03

  



 


	
  1/32" = 1'-0" [S P LOGO]

  



 


2

















 


	
   

  	
  NOTE: Use
  Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6" deep back-lit channel letter sign.

  



 


 


[GRAPHIC]


 


	
  CITY NATIONAL BANK  
  NAMING RIGHTS STUDY   Flower Elevation  11.12.03

  



 


	
  1/16" = 1'-0" [S P LOGO]

  



 


3

















 


	
   

  	
  NOTE: The
  dimentional letters should match

  the depth and finish of the gold-plated

  existing entry signs

  



 


 


[GRAPHIC]


 


 


	
  CITY NATIONAL BANK  
  NAMING RIGHTS STUDY   Plaza Elevation  11.12.03

  



 


	
  1/4" = 1'-0" [S P LOGO]

  



 


 


EXHIBIT
“N”


 


SOUTH TOWER ENTRANCE SIGNS


 

















 


	
      

  	
  NOTE: Use
  Sepp leaf Products, Inc.

  German Leaf - 24kt Finegold for sign surface.

  6" deep back-lit channel letter sign.

  



 


 


[GRAPHIC]


 


 


	
  CITY NATIONAL BANK
    NAMING RIGHTS STUDY   Flower
  Elevation  11.12.03

  



 


	
  3/32" = 1'-0" [S P LOGO]

  



 


 


EXHIBIT
“O”


 


PLAZA BUILDING SIGNS


AND BANK DIRECTIONAL SIGNS


 


1

















 


Bank
Directional Signs:  See Exhibit “P”,
pages A2-4.


 


 


EXHIBIT “O”


 


PLAZA BUILDING SIGNS


AND BANK DIRECTIONAL SIGNS


 


2

















 


EXHIBIT
“P”


 


PROJECT EXTERIOR SIGNAGE PROGRAM


 


 


City National Lease


 

















 


[GRAPHIC]


 


 


EXHIBIT “P”


 


PROJECT EXTERIOR

SIGNAGE PROGRAM


 


3

















 


[GRAPHIC]


 


4

















 


[GRAPHIC]


 


5

















 


[GRAPHIC]


 


6

















 


[GRAPHIC]


 


7

















 


*30 Pages Omitted


 

















 


EXHIBIT
“R”


 


PERMITTED GROUND FLOOR TENANT SIGNAGE AREAS


 


The areas where signage may be
placed for a Permitted Ground Floor Tenant signage shall be:


 


(i)                                     Any
area on the east, south and west facing exterior walls of the South Tower below
the level of Tenant’s Eyebrow Signs; and


 


(ii)                                  Any
portion of the South Tower Building Envelope (outside of the South Tower
footprint).


 


City National Lease


 

















 


EXHIBIT
“S”


 


INTENTIONALLY DELETED


 


City National Lease


 

















 


EXHIBIT
“T”


 


DEPICTION OF LOCATIONS FOR


DESIGNATED SECONDARY SIGNAGE


 


See Exhibit “P”, where
the Designated Secondary Signage are described as “Tenant Directory” (and on
which the two (2) locations on the South Tower are shown).


 


City National Lease


 

















 


EXHIBIT U:
SOUTH TOWER BUILDING ENVELOPE


 


 


[GRAPHIC]


 

















 


EXHIBIT
“V”


 


INTENTIONALLY DELETED


 

















 


EXHIBIT
“W”


 


EXISTING SECURITY INSTRUMENTS


 


Deed of Trust, Security
Agreement, Assignment of Rents, and Fixture Filing dated as of January 28,
2003, by and between TPG Plaza Investments, LLC, as borrower and as trustor,
California State Teachers’ Retirement System, a public entity, as lender and as
beneficiary, and Stewart Title Guaranty Company, as trustee, recorded on
January 28, 2003 in the official records of Los Angeles County, California as
Document No. 03-0253759.


 


City National Lease


 

















 


EXHIBIT
“X”


 


FORM OF NONDISTURBANCE AGREEMENT


 


City National Lease


 

















 


RECORDING REQUESTED BY


AND WHEN RECORDED MAIL TO:


 


California State Teachers’
Retirement System


c/o Cox, Castle & Nicholson
LLP


2049 Century Park East


Suite 2800


Los Angeles, California 90067


Attention:  Amy H. Wells, Esq.


 


(Space Above This Line for Recorder’s Use)


 


 


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT


 


This Subordination,
Non-Disturbance and Attornment Agreement (this “Agreement”), is dated as of November
    , 2003, among CALIFORNIA STATE TEACHERS’ RETIREMENT
SYSTEM, a public entity (“Lender”),
CITY NATIONAL BANK, a national banking association (“Tenant”), and TPG PLAZA INVESTMENTS, LLC, a Delaware limited
liability company (“Borrower” or “Landlord”).


 


W I T N E S S E T H:


 


WHEREAS, Borrower is the owner
of certain real property situated in the City of Los Angeles, County of Los
Angeles, State of California more particularly described on Exhibit “A”
attached hereto (the “Property”);


 


WHEREAS, pursuant to that
certain Promissory Note (“Note”)
in the principal amount of One Hundred Seventy-Five Million Dollars
($175,000,000.00) (“Principal Amount”)
dated January 28, 2003 made by Borrower in favor of Lender, as amended by that
certain Amendment to Promissory Note dated August 1, 2003 made by Borrower in
favor of Lender, and secured by that certain Deed of Trust, Security Agreement,
Assignment of Rents, and Fixture Filing dated as of January 28, 2003, by and
between Borrower, as trustor, Lender, as beneficiary, and Stewart Title
Guaranty Company, as trustee (the “Deed of
Trust”), recorded on January 28, 2003 in the Official Records of Los
Angeles County, California as Document No. 03-0253759, the Lender has made a
loan (“Loan”) to the Borrower in
the Principal Amount, upon the terms and subject to the conditions set forth in
the Note (as amended) and the Deed of Trust;


 


WHEREAS, TENANT is concurrently
with the execution of this Agreement entering into a lease of certain space in
the project located at the Property as more particularly described on Exhibit
“B” attached hereto (“Premises”)
from Borrower pursuant to that certain Office Lease (“Lease”), dated as of November
    , 2003 by and between Borrower, as landlord, and
Tenant, as tenant;


 


WHEREAS, Lender has required
that the Lease and all rights of Tenant thereunder be subordinated to the Deed
of Trust and all of the rights of Lender thereunder as provided herein; and


 


1

















 


WHEREAS, Tenant wishes to
obtain a non-disturbance agreement from Lender so as to be assured of continued
possession of the Premises if the Deed of Trust is foreclosed.


 


NOW, THEREFORE, for valuable
consideration, Lender, Borrower and Tenant agree as follows:


 


1.             Incorporation of Recitals.  The parties hereto agree that the recitals
set forth above are incorporated into this Agreement by this reference for all
purposes.  Except as expressly provided
herein, capitalized terms not defined herein shall have the respective meanings
set forth in the Lease.


 


2.             Subordination. 
Tenant’s rights and interests under the Lease in the Premises and the
Property are and shall continue to be subject and subordinate in all respects
to the lien of the Deed to Trust, to all of the terms thereof, to all advances
made or to be made thereunder and any renewals, modifications, consolidations,
replacements, increases, substitutions and extensions thereof and/or thereto,
subject to the terms and conditions of this Agreement.


 


3.             Nondisturbance. 
If foreclosure proceedings (each, a “Foreclosure”)
are instituted under the Deed of Trust (or if Borrower’s interest in the
Property is transferred to Lender as the result of foreclosure, deed or
assignment in lieu of foreclosure, or otherwise) and an Event of Default under
Section 16.1 of the Lease is not then in existence, then:  (a) the Lease shall not be terminated; (b)
the Lease shall remain in full force and effect; and (c) Tenant’s right of
possession of the Premises shall not be affected or disturbed by such
Foreclosure.


 


4.             Attornment. 
Upon the completion of a Foreclosure and the sale of the Property, or if
Lender should otherwise acquire possession of the Property, Tenant shall attorn
to the purchaser at foreclosure or to Lender (such successor to Borrower,
together with its successor and assigns, being collectively referred to as the
“New Landlord”), as the case may
be, and shall recognize (and be bound to) the New Landlord as Tenant’s landlord
under the Lease (subject to the terms and conditions of this Agreement) and New
Landlord shall recognize (and be bound to) the Tenant as the New Landlord’s
tenant under the Lease.  The foregoing
provisions shall be self-operative and effective without the execution of any
further instruments on the part of any party hereto.  Tenant agrees, however, from time to time upon the request of the
New Landlord, to execute and deliver any instrument reasonably requested by New
Landlord to confirm such attornment.


 


5.             Waiver/Payment of Rent.  Tenant waives the provisions of any statute or rule of law now or
hereafter in effect, which accords Tenant any right of election to terminate
the Lease or to surrender possession of the Premises if foreclosure proceedings
are instituted.  Tenant shall, upon demand
of any receiver in foreclosure, pay such receiver all base rent, additional
rent and all other charges becoming due under the Lease after such demand.


 


6.             Rights of New Landlord/Limitation of Liability.  Upon the occurrence of an event of default
under the Deed of Trust, New Landlord (either acting directly or through an
agent or representative or a receiver appointed by a court of competent
jurisdiction at the request of New Landlord) shall be entitled to exercise the
claims, rights, powers, privileges, options and remedies of the Borrower, as
landlord, under the Lease and shall be further entitled to the


 


2

















 


benefits of, and to receive and
enforce performance of, all of the covenants to be performed by Tenant under
the Lease.  Unless or until Lender (or a
New Landlord) takes title to the Property, and then, only to the extent
provided herein, Lender shall not, by virtue of the Deed of Trust or this
Agreement, or by virtue of any actions taken hereunder, thereunder or
otherwise, be or become subject to any liability or obligation to Tenant under
the Lease or otherwise.  Lender shall
not be deemed a mortgagee in possession for any purpose.


 


7.                                       New
Lease and Further Instruments.  If
the Lease is rejected pursuant to Section 365 of the Bankruptcy Code, 11 U.S.C
§ 101, et seq. or any similar provisions of law, or in any legal action or
proceeding whatsoever, immediately upon request by the New Landlord or by the
Tenant, Tenant and New Landlord shall enter into (i) a new written lease (the “New Lease”) for the remainder of the term
of the Lease (as it may be extended pursuant to the terms of the Lease) on the
same terms and conditions as the Lease, except for any changes made necessary
because of the substitution of New Landlord in place of Borrower, as landlord,
and (ii) a new written subordination agreement in substance comparable to this
Agreement whereby Tenant agrees to subordinate the New Lease to the liens of
the Deed of Trust which continue to encumber the Property and New Landlord and
its lender agree that so long as an Event of Default by Tenant is not in
existence under the New Lease, Tenant’s possession of the Premises will not be
disturbed.


 


8.                                       Continuation
of Lease:  Upon attornment by Tenant
pursuant to Section 4 of this Agreement, the Lease shall continue in full force
and effect as a direct lease between the New Landlord and Tenant, upon all of
the terms of the Lease, except that: 
(a) notwithstanding anything to the contrary contained herein or in the
Lease, in the event of foreclosure of the Deed of Trust or if Lender should
otherwise acquire possession of the Property, the liability of the New Landlord
shall be limited to its or their interest in the Property; and (b) the New
Landlord shall not:


 


(i)                                     be
liable for any previous act, omission or default of the landlord under the
Lease except to the extent specifically set forth in Section 11 of this
Agreement; or


 


(ii)                                  except
as specifically set forth in Section 11 of this Agreement, be subject to any
offset or defenses which shall have theretofore accrued to Tenant against the
landlord under the Lease; or


 


(iii)                               be
bound by any prepayment of more than one month’s base rent, additional rent or
other charges due under the Lease unless such prepayment shall have been
approved, in writing, by New Landlord, and such prepayment shall have been
actually received by New Landlord; or


 


(iv)                              Except
with respect to amendments or modifications to the Lease documenting Tenant’s
unilateral exercise of its rights (collectively, “Space/Extension Rights”) with
respect to (A) the reduction options under Section 1.6.1 and 1.9.1 of the
Lease, (B) the Hold Space Option (as defined in Section 1.7.1 of the Lease),
(D) the RFO Rights (as defined in Section 1.8.1 of the Lease), and (E) the
Extension Options (as defined in Section 2.4.1 of the Lease), be bound by any
modification or


 


3

















 


amendment of
the Lease or by any cancellation or surrender of the Lease, unless the same
shall have been approved, in writing, by New Landlord; or


 


(v)                                 be
liable to Tenant for any deposit, rental security or any other sums deposited
with the landlord under the Lease and not delivered to New Landlord at
foreclosure; or


 


(vi)                              be
liable to Tenant for any work required to be performed to prepare the Property
or Premises for Tenant’s occupancy or for payment of any allowances or
contributions to the cost of any such work; or


 


(vii)                           be
liable to Tenant for construction or restoration, or delays in construction or
restoration, of the Property, or any part thereof resulting from a fire or
other casualty occurring prior to the date that the New Landlord shall have
acquired title to the Property; or


 


(viii)                        be
liable to Tenant for any Lease buy-out agreements or obligations; or


 


(ix)                                be
bound by any warranty or representation relating to work performed by the
landlord under the Lease or to title to the Property.


 


9.                                       Collection
of Rent.  Tenant acknowledges that
pursuant to the Deed of Trust, Borrower has granted to Lender, as Borrower’s
assignee, the right to direct Tenant to pay to Lender (or Lender’s designee)
the rents due under the Lease.  Tenant
shall, within two (2) business days after receipt of a notice from Lender
directing Tenant to pay such rentals to Lender (or Lender’s designee), pay all
base rent, additional rent or other charges payable under the Lease to Lender
(or Lender’s designee) until five (5) business days after Lender notifies
Tenant to resume payment to Borrower. 
Borrower joins in the execution of this Agreement for the purpose of
irrevocably directing Tenant to make such rental payments in accordance with
Lender’s directions, as set forth in this Section 9.  In complying with the provisions of this Section 9, Tenant shall
be entitled to rely solely upon the notices given by Lender which are referred
to in this Section 9.  Tenant shall be
entitled to full credit under the Lease for any rents paid to Lender (or its
designee) in accordance with the provisions of this Section 9 to the same extent
as if such rents were paid directly to Borrower.


 


10.                                 Certification
and Estoppel.  Tenant and Landlord
each hereby certify to Lender that as of the date hereof, (i) to their actual
knowledge, there are no breaches or defaults on the part of the other party
under the Lease and no event has occurred that but for the giving of notice or
passage of time, or both, would constitute a breach or default under the Lease;
(ii) the Lease is a complete statement of the agreement of the parties thereto
with respect to the leasing of the Premises and there are no other agreements
or understandings (including, without limitation, side letters or oral
agreements) between Landlord and Tenant with respect to the Lease or the
Premises; (iii) the Lease is in full force and effect; (iv) all conditions to
the effectiveness and continuing effectiveness of the Lease required to be
satisfied as of the date hereof (other than execution and delivery of this
Agreement) have been satisfied; (v) no rent under the Lease has been paid more
than thirty (30) days in advance of its due date under the Lease; and (vi) the
Lease has not been


 


4

















 


amended, modified, or
assigned.  Lender, however, acknowledges
that this Agreement is being entered into concurrently with the execution of
the Lease.


 


11.                                 Tenant’s
Offset Rights.  If New Landlord
shall have acquired title to the Property, then, if, as between Tenant, as
tenant under the Lease, and Borrower, as landlord under the Lease (i) Tenant
shall, pursuant to the provisions of Section 9.3 of the Lease, be entitled to
offset against payment of rental obligations next due and owning under the
Lease, certain unpaid repair costs (together with interest at the Interest
Rate), (ii) Tenant shall, pursuant to the provisions of Article 27 of the Lease,
be entitled to offset against payment of rental obligations next due and owing
under the Lease, certain amounts paid by Tenant to Tenant’s Broker (together
with interest at the Interest Rate) or (iii) Tenant shall, pursuant to the
provisions of Section 2.3.3 of the Work Letter attached to the Lease as Exhibit
“C”, be entitled to offset against payment of rental obligations next due and
owing under the Lease, certain Nondisbursed Amounts (as defined in Section
2.3.3 of the Work Letter) (together with interest at the Interest Rate), New
Landlord shall recognize the rights of offset referenced in this Section 11
(provided that the parties hereto acknowledge that, except as specifically set
forth in this Section 11, New Landlord shall not be required to recognize or
otherwise give effect to any other rights of offset which Tenant may have
against Borrower attributable to the period of time prior to the date New
Landlord shall have required title to the Property, whether under the Lease or
otherwise).


 


12.                                 Amendments
of Lease.  Except as provided in
Section 8(iv) hereof, Borrower and Tenant each agree that any amendment,
modification, surrender and/or cancellation taken without Lender’s written
approval shall not be effective, except for cancellation or termination (i) on
account of an Event of Default by Tenant or (ii) pursuant to the express
provisions of Article 12 of the Lease, in the case of a casualty event, or of
Article 13 of the Lease, in the case of a Taking; provided, however, that
nothing contained herein shall reduce any rights of Tenant or Borrower under
applicable laws or at equity to terminate the Lease on account of the default
of the other party.


 


13.                                 Notice
to Lender.  Tenant agrees that if
there occurs a default by the landlord under the Lease, a copy of each notice
given to the landlord pursuant to the Lease shall also be given to Lender, and
no such notice shall be effective for any purpose under the Lease unless so
given to Lender.  Tenant shall permit Lender
to cure any such default by the Landlord under the Lease, subject to the cure
period set forth in the Lease.


 


14.                                 Amendment/Entirety
of Agreement/Binding Nature of Agreement. 
This Agreement may not be modified orally or in a manner other than by
an agreement in writing signed by the parties hereto or their respective
successors in interest.  This Agreement
contains the entire understanding between Borrower, Lender and Tenant, and may
not be changed except by an instrument signed by the party to be charged.  This Agreement shall be binding upon and
inure to the benefit of Borrower, Lender and Tenant and their respective
successors and assigns.


 


15.                                 Notices.  All notices, demands, statements,
designations, approvals or other communications (collectively, “Notices”) given or required to be given by
either party to the other hereunder or by law shall be in writing, shall be (a)
delivered by a nationally recognized overnight courier or (b) delivered
personally.  Any Notice shall be sent,
transmitted, or delivered, as the case may be, to Lender, Tenant or Borrower,
as the case may be, at the addresses set forth


 


5

















 


below,
or to such other place as Lender, Tenant or Borrower may from time to time
designate in a Notice to the other parties hereto at the addresses set forth
herein, or to such other places as a party hereto may from time to time
designate in a Notice to the other parties hereto.  Any Notice will be deemed given (i) the date the overnight
courier delivery is made or (ii) the date personal delivery is made.


 


To Lender:


 


California State Teachers’ Retirement System


7667 Folsom Boulevard, Suite 250


Sacramento, California 95826


Attention: Mr. Michael Thompson and Douglas C. Wills, Esq.


 


With a copy to:


 


California State Teachers’ Retirement System


c/o Cox, Castle & Nicholson LLP


2049 Century Park East


Suite 2800


Los Angeles, California 90067


Attention: Amy H. Wells, Esq.


 


To Tenant:


 


City National Bank


555 South Flower Street


Suite 1100


Los Angeles, California 90071


Attention: Senior Vice President and Manager of Corporate Real Estate


 


With a copy to:


 


City National Bank


400 N. Roxbury Drive


Beverly Hills, California 90210


Attention: General Counsel


 


And with a copy to:


 


Pillsbury Winthrop LLP


725 S. Figueroa Street


Suite 2800


Los Angeles, California 90017


Attention: Michael Meyer, Esq.


 


6

















 


To Borrower:


 


TPG Plaza Investments, LLC


c/o Thomas Properties Group, LLC


515 South Flower Street


6th Floor


Los Angeles, California 90071


Attention: John Sischo


 


With a copy to:


 


Paul, Hastings, Janofsky & Walker LLP


515 South Flower Street


25th Floor


Los Angeles, CA 90071-2228


Attention: Patrick A. Ramsey, Esq.


 


16,                                 Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts taken together shall constitute but one and the same
instrument. Signature and acknowledgment pages may be detached from the
counterparts and attached to a single copy of this Agreement to physically form
one document, which may be recorded.


 


17.                                 Attorneys’ Fees.  In
the event any legal proceeding is commenced to interpret or enforce the terms
of this Agreement, or to recover damages for the breach hereof, the party prevailing
in any such action or proceeding shall be entitled to recover from the
non-prevailing party all reasonable attorneys’ fees, charges, costs and
expenses incurred by the prevailing party.


 


18.                                 Interpretation.  In
the event any provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. 
The headings hereof are for convenience only and are not intended to
affect the meaning or interpretation of this Agreement.  This Agreement shall be governed by and
construed in accordance with California law applicable to contracts made and to
be performed entirely with such state.


 


[Signatures on following page]


 


7

















 


IN
WITNESS WHEREOF, Lender, Borrower and Tenant have executed this Agreement as of
the day and year first above written.


 


LENDER:


 


CALIFORNIA
STATE TEACHERS’ RETIREMENT SYSTEM


a
public entity


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


TENANT:


 


CITY
NATIONAL BANK


a
national banking association


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


BORROWER:


 


TPG
PLAZA INVESTMENTS, LLC


a
Delaware limited liability company


 


	
  By:

  	
  TPGA, LLC

  
	
   

  	
  a Delaware limited liability company, its Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TPG/CALSTRS, LLC

  
	
   

  	
   

  	
  a Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  THOMAS PROPERTIES GROUP, LLC

  
	
   

  	
   

  	
   

  	
  a Delaware limited liability company, its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


8

















 


EXHIBIT “A”


 


Legal Description


 


That
certain real property located in the City of Los Angeles, County of Los
Angeles, State of California, more particularly described as follows:


 


PARCEL
1:


 


LOTS
4, 5, 8, 9, 10, 13 TO 19 IN BLOCK 104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF
LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 2 PAGE 585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY.


 


EXCEPT
THEREFROM THE NORTHERLY PORTION OF LOT 10 INCLUDED WITHIN THE LINES OF FIFTH
STREET, AS NOW ESTABLISHED (60 FEET WIDE), AS CONDEMNED FOR THE OPENING AND WIDENING
OF SAID FIFTH STREET, BY FINAL DECREE OF CONDEMNATION ENTERED IN CASE NO.
B-94954, SUPERIOR COURT OF SAID COUNTY, BEING A STRIP OF LAND APPROXIMATELY
48/100THS FOOT WIDE AT THE EASTERLY END AND 28/100THS FOOT WIDE AT THE WESTERLY
END THEROF, A CERTIFIED COPY OF SAID DECREE BEING RECORDED IN BOOK 5179 PAGE
357, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


PARCEL
2:


 


THAT
PORTION OF LOT 20 IN BLOCK 104 OF BELLEVUE TERRACE, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE
585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT THE MOST WESTERLY CORNER OF SAID LOT 20 IN THE SOUTHEASTERLY LINE OF
FIGUEROA STREET; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID LOT
20, 165 FEET, MORE OR LESS, TO THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE
NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT, 59.72 FEET TO THE
SOUTHWESTERLY LINE OF PROPOSED FIFTH STREET, AS DESCRIBED IN THE INTERLOCUTORY
DECREE OF CONDEMNATION IN LOS ANGELES COUNTY, SUPERIOR COURT CASE NO. B-94954;
THENCE NORTHWESTERLY ANONG SAID SOUTHWESTERLY LINE, 165 FEET, MORE OR LESS, TO
THE SOUTHEASTERLY LINE OF FIGUEROA STREET; THENCE SOUTHWESTERLY ALONG FIGUEROA
STREET, 59.92 FEET TO THE POINT OF BEGINNING.


 


PARCEL
3:


 


THE
EASTERLY 75.04 FEET OF LOTS 1 AND 2, THE EASTERLY 75.04 FEET OF THE SOUTHERLY
10 FEET OF LOT 3 AND THE NORTHERLY 50 FEET OF SAID LOT 3,


 


A-1

















 


BLOCK
104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 585 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
ALSO LOT “B” OF TRACT NO. 3084, IN SAID CITY, COUNTY AND STATE, AS PER MAP
RECORDED IN BOOK 31 PAGE 57 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:


 


BEGINNING
AT THE MOST SOUTHERLY CORNER OF SAID LOT 1; THENCE NORTHERLY ALONG THE EASTERLY
LINE OF SAID LOTS 1, 2, 3, 180 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 3;
THENCE WESTERLY ALONG THE NORTHERLY LINE OF SAID LOT 3, 165 FEET, MORE OR LESS,
TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTHERLY ALONG THE WESTERLY LINE
OF SAID LOT 3, 50 FEET, TO THE MOST NORTHERLY CORNER OF LOT “A”, 46.31 FEET TO
THE MOST NORTHERLY CORNER OF LOT “B” OF SAID TRACT; THENCE SOUTHERLY ALONG THE
WESTERLY LINE OF SAID LOT “B”, 130 FEET TO THE MOST WESTERLY CORNER THEREOF,
THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT “B” AND SAID LOT 1, 121.35
TO THE PLACE OF BEGINNING.


 


EXCEPT
THEREFROM THE SOUTHERLY 5 FEET THEREOF CONDEMNED BY THE CITY OF LOS ANGELES FOR
WIDENING OF SIXTH STREET.


 


PARCEL
4:


 


PART
OF LOT 12, BLOCK 104 OF BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE
462, OF MISCELLANEOUS RECORDS AND IN BOOK 2 PAGE 585 OF MISCELLANEOUS RECORDS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE EASTERLY LINE OF FIGUEROA STREET, DISTANT NORTHERLY ALONG THE
SAME, 80 FEET FROM ITS INTERSECTION WITH THE NORTHERLY LINE OF SIXTH STREET,
SAID POINT BEING THE MOST NORTHERLY CORNER OF SAID LAND CONVEYED TO A.C.
LOCKWOOD, BY DEED RECORDED IN BOOK 193 PAGE 443 OF DEEDS; THENCE EASTERLY ALONG
THE NORTHERLY LINE OF SAID LAND CONVEYED TO SAID LOCKWOOD AND ITS EXTENSION
EASTERLY, 82.5 FEET, MORE OR LESS, TO THE WESTERLY LINE OF THE LAND CONVEYED TO
OLIVER E. ROBERTS AND EMMA ROBERTS, BY DEED RECORDED IN BOOK 1549 PAGE 76 OF
DEEDS; THENCE NORTHERLY ALONG SAID LAST MENTIONED LINE, 40 FEET, MORE OR LESS,
TO THE NORTHERLY LINE OF SAID LOT 12; THENCE WESTERLY ALONG SAID NORTHERLY LINE
OF SAID LOT 12, 82.5 FEET, MORE OR LESS, TO THE EASTERLY LINE OF FIGUEROA
STREET; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF FIGUEROA STREET, 40 FEET,
MORE OR LESS, TO THE POINT OF BEGINNING.


 


A-2

















 


PARCEL 5:


 


LOTS “A” AND “B” OF TRACT NO.
2026, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 29 PAGES 22 AND 23 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT THEREFROM THE SOUTHERLY
5 FEET THEREOF CONDEMNED BY THE CITY OF LOS ANGELES FOR WIDENING OF SIXTH
STREET.


 


PARCEL 6:


 


THAT PORTION OF BLOCK 104 OF
BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 PAGE 462 OF MISCELLANEOUS
RECORDS AND IN BOOK 2 PAGE 585 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:


 


BEGINNING AT THE MOST SOUTHERLY
CORNER OF LOT “B” OF TRACT NO. 2026, AS RECORDED IN BOOK 29 PAGES 22 AND 23 OF
MAPS, RECORDS OF SAID COUNTY; THENCE NORTH 37 DEGREES 51 MINUTES EAST, ALONG
THE SOUTHEASTERLY LINE OF SAID LOT “B”, 120 FEET, TO THE MOST EASTERLY CORNER
OF SAID LOT “B”; THENCE SOUTH 52 DEGREES 06 MINUTES 00 SECONDS EAST, ALONG THE
SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT “B”, 45.09 FEET TO
THE NORTHWESTERLY LINE OF LOT “A” OF TRACT NO. 3084, SHOWN ON MAP RECORDED
IN BOOK 31 PAGE 87 OF MAPS, RECORDS OF SAID COUNTY; THENCE SOUTH 37 DEGREES 50
MINUTES 43 SECONDS WEST, ALONG SAID NORTHWESTERLY LINE, 120 FEET TO THE MOST
WESTERLY CORNER OF SAID LOT “A”, THENCE NORTH 52 DEGREES 06 MINUTES WEST 45.09
FEET TO THE POINT OF BEGINNING.


 


EXCEPT THEREFROM THE SOUTHERLY
5 FEET THEREOF CONDEMNED BY THE CITY OF LOS ANGELES FOR WIDENING OF SIXTH
STREET.


 


PARCEL 7:


 


LOT “A” OF TRACT NO.3084, IN
THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 31 PAGE 87 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.


 


EXCEPT THEREFROM THE SOUTHERLY
5 FEET AS CONDEMNED BY THE CITY OF LOS ANGELES FOR WIDENING OF SIXTH STREET.


 


PARCEL 8:


 


LOTS 6 AND 7, IN BLOCK 104,
BELLEVUE TERRACE TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP


 


A-3

















 


RECORDED IN BOOK 2 PAGES 585 OF
MISCELLANEOUS RECORDS , IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


PARCEL 9:


 


PARCEL 2, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP
L.A. NO. 1896, FILED IN BOOK 24 PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.


 


EXCEPT THEREFROM, THOSE
BUILDINGS AND IMPROVEMENTS ON PORTIONS OF SAID LAND MORE PARTICULARLY DESCRIBED
AS PARCEL B IN A DIAGRAM ATTACHED TO A PURCHASE AGREEMENT AND A SALE AGREEMENT,
RECORDED AUGUST 28, 1985 AS INSTRUMENT NOS. 85-997376 AND 85-997377, BOTH
OFFICIAL RECORDS, RESPECTIVELY; TOGETHER WITH THE RIGHT TO USE AND OCCUPY
AIRSPACE PORTION OF SAID LAND, AS DESCRIBED IN A MEMORANDUM OF AGREEMENT
AFFECTING REAL PROPERTY, AND AN UNRECORDED ENABLING AGREEMENT DISCLOSED
THEREIN, RECORDED FEBRUARY 25, 1985 AS INSTRUMENT NO. 85-210026.


 


ALSO, EXCEPT THEREFROM ANYAND
ALL PORTIONS OF FLOWER STREET, FOURTH STREET AND OF HOPE STREET, ALL AS SHOWN
ON SAID PARCEL MAP L.A. NO. 1896, WHICH MIGHT OTHERWISE PASS WITH A CONVEYANCE
OF SAID PARCEL 2.


 


ALSO, EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT HEREINAFTER REFERRED TO ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER
WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPEINING OF
ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS
RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY
PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY MARIE A. HUNTER, A WIDOW, IN DEED RECORDED JANUARY 31, 1964,
AS INSTRUMENT NO. 2086 IN BOOK D-2343 PAGE 324, OFFICIAL RECORDS.


 


ALSO, EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT HEREINAFTER REFERRED TO, ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER
WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF
ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS
RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY
PART OR PORTION OF SAID PROJECT OF SAID PROJECT AREA WITHIN 500 FEET OF THE
SURFACE


 


A-4

















 


 


THEREOF, AS RESERVED BY EVA
AREVALO AND LEON J. AREVALO, IN DEED RECORDED OCTOBER 9, 1961, AS INSTRUMENT
NO. 1288 IN BOOK D-1380 PAGE 795, OFFICIAL RECORDS.


 


ALSO, EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT HEREINAFTER REFERRED TO ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER
WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF
ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS
RECORDED IN BOOK M-335 PAGE 106 OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY
PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY SUNKIST GROWERS, INC., A CORPORATION, WHICH ACQUIRED TITLE AS
CALIFORNIA FRUIT GROWERS EXCHANGE, A CORPORATION, IN DEED RECORDED JUNE 1,
1964, AS INSTRUMENT NO. 1248 IN BOOK D-2492 PAGE 255, OFFICAL RECORDS.


 


ALSO, EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT HEREINAFTER REFERRED TO ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER
WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF
ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS
RECORDED IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY
PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, IN DEED RECORDED
JUNE 15, 1962 IN BOOK D-1650 PAGE 756, OFFICIAL RECORDS, AS INSTRUMENT NO.
2623.


 


ALSO EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT HEREINAFTER REFERRED TO, ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER
WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF
ANY WELL, HOLE, SHAFT OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES
SHALL NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS
RECORDED IN BOOK M-355 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY
PART OR PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS
EXCEPTED IN DECREE OF CONDEMNATION LOS ANGELES COUNTY, SUPERIOR COURT CASE NO.
838425, A CERTIFIED COPY THEREOF BEING RECORDED MARCH 10, 1966, AS INSTRUMENT
NO. 3385 IN BOOK D-3233 PAGE 383, OFFICIAL RECORDS.


 


ALSO EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT


 


A-5

















 


HEREINAFTER REFERRED TO ALL
OIL, GAS, WATER OR MINERAL RIGHTS, BUT WITHOUT ANY RIGHT TO PENETRATE, USE OR
DISTURB THE PROPERTY WITHIN 500 FEET OF THE SURFACE THEREOF, AS RESERVED BY THE
CITY OF LOS ANGELES, A MISSOURI CORPORATION, IN DEED RECORDED JANUARY 30, 1969,
AS INSTRUMENT NO. 123 IN BOOK D-4263 PAGE 544, OFFICAL RECORDS.


 


ALSO EXCEPT FROM THAT PORTION
OF SAID LAND LYING WITHIN THE BOUNDARIES OF THE PARCEL OF LAND DESCRIBED IN THE
DEED NEXT HEREINAFTER REFERRED TO, ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER
WITH THE RIGHT TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF
ANY WELL, HOLE, SHAFT, OR OTHER MEANS OF REACHING OR REMOVING SUBSTANCES SHALL
NOT BE LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS RECORDED
IN BOOK M-335 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR
PORTION OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF, AS
RESERVED BY GREATER LOS ANGELES PLANS, INC. A NON-PROFIT ORGANIZATION, IN DEED
RECORDED MAY 16, 1961, AS INSTRUMENT NO. 1598 IN BOOK D-1222 PAGE 589, OFFICAL
RECORDS.


 


ALSO EXCEPT FROM THE REMAINDER
OF SAID PARCEL 2, ALL OIL, GAS AND MINERAL SUBSTANCES TOGETHER WITH THE RIGHT
TO EXTRACT SUCH SUBSTANCES PROVIDED THAT THE SURFACE OPENING OF ANY WELL, HOLE,
SHAFT, OR OTHER MEANS OF REACHING OR REMOVING SUCH SUBSTANCES SHALL NOT BE
LOCATED WITHIN THE BUNKER HILL URBAN RENEWAL PROJECT AREA, AS RECORDED IN BOOK
M-335 PAGE 106, OFFICIAL RECORDS, AND SHALL NOT PENETRATE ANY PART OR PORTION
OF SAID PROJECT AREA WITHIN 500 FEET OF THE SURFACE THEREOF AS RESERVED BY
UNITED CALIFORNIA BANK FORMERLY CALIFORNIA BANK, A CORPORATION, IN DEED
RECORDED OCTOBER 5, 1961 AS INSTRUMENT NO. 1664 IN BOOK D-1377 PAGE 996,
OFFICIAL RECORDS.


 


A-6

















 


EXHIBIT “B”


 


Description of the Premises


 


That certain Premises as more
specifically described in the Lease by and between Landlord and Tenant.


 


1

















 


EXHIBIT
“Y”


 


DEFINITION OF BofA LEASE


 


Plaza Pavilion Lease dated on
or about September 16, 1986 (the “Original
Plaza Lease”) by and between Shuwa Investments Corporation, a
California corporation (“Shuwa”),
predecessor-in-interest to Landlord, as landlord, and Bank of America National
Trust and Savings Association, a national banking association (“BofA”), as tenant, as amended by that
certain First Amendment to Plaza Pavilion Lease dated on or about September 15,
1992 (the “Plaza First Amendment”)
by and between Shuwa and BofA. The Original Plaza Lease as amended by the Plaza
First Amendment are collectively referred to herein as the “BofA Plaza Lease.”


 


Office Building Lease dated on
or about September 16, 1986 (the “Original
South Tower Lease”) by and between Shuwa, as landlord, and BofA, as
tenant, as amended by that certain (i) First Amendment to Office Building Lease
and First Amendment to Guaranty Agreement (Short Term Space) dated on or about
September 13, 1989 (the “South Tower First
Amendment”) by and between Shuwa and BofA, (ii) Second Amendment to
Office Building Lease and Second Amendment to Guaranty Agreement (Short Term
Space) dated on or about December 26, 1989 (the “South Tower Second Amendment”) by and between Shuwa and BofA,
(iii) Third Amendment to Office Building Lease and Third Amendment to Guaranty
Agreement (Short Term Space) dated on or about January 19, 1990 (the “South Tower Third Amendment”) by and
between Shuwa and BofA, (iv) Fourth Amendment to Office Building Lease dated on
or about September 15, 1992 (the “South Tower
Fourth Amendment”) by and between Shuwa and BofA, and (v) fifth
Amendment to Lease dated on or about December 11, 1998 (the “South Tower Fifth Amendment”) by and
between Shuwa and BofA. The Original South Tower Lease as amended by the South
Tower First Amendment, the South Tower Second Amendment, the South Tower Third
Amendment, the South Tower Fourth Amendment and the South Tower Fifth Amendment
are collectively referred to herein as the “BofA
South Tower Lease.”


 


The BofA Plaza Lease and the
BofA South Tower Lease are collectively referred to herein as the “BofA Lease.”


 

















 


EXHIBIT
“Z”


 


DEFINITION OF THE ARCO LEASE


 


Office Building Lease dated on
or about September 16, 1986 (the “Original
Lease”) by and between Shuwa Investments Corporation, a California
corporation (“Shuwa”),
predecessor-in-interest to Landlord, as landlord, and Atlantic Richfield
Company, a Delaware corporation (“ARCO”),
as tenant, as amended by that certain (i) Amendment to Office Lease dated on or
about May 31, 1995 (the “First Amendment”)
by and between Shuwa and ARCO, (ii) Second Amendment to Lease dated on or about
March 5, 1997 (the “Second Amendment”)
by and between Shuwa and ARCO, (iii) Third Amendment to Leased dated on or
about June 13, 2001 (the “Third Amendment”)
by and between Shuwa and ARCO, and (iv) Fourth Amendment dated on or about June
21, 2001 (the “Fourth Amendment”)
by and between Shuwa and ARCO. The Original Lease as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment
are collectively referred to herein as the “ARCO
Lease.”


 

















 


EXHIBIT
“AA”


 


OTHER TENANT LEASES


 


1.                                       BofA
Lease (as defined in Exhibit “Y”);


2.                                       ARCO
Lease (as defined in Exhibit “Z”);


3.                                       Paul
Hastings Lease (as defined in Exhibit “Q”);


4.                                       US
Trust Lease (as defined in Exhibit “Q”); and


5.                                       DMJM
Lease (as defined in Exhibit “Q”).


 

















 


EXHIBIT BB


Rentable Area of Full Floors


South Tower


 




	
  Floor

  	
   

  	
  USF

  	
   

  	
  RSF

  	
   

  
	
  SOUTH TOWER

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South 3

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 4

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 5

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 6

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 7

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 8

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 9

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 10

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 11

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 12

  	
   

  	
  21,713

  	
   

  	
  24,979

  	
   

  
	
  South 13

  	
   

  	
  21,687

  	
   

  	
  24,962

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical Floors

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South 16

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 17

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 18

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 19

  	
   

  	
  22,186

  	
   

  	
  25,485

  	
   

  
	
  South 20

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 21

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 22

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 23

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 24

  	
   

  	
  22,224

  	
   

  	
  25,537

  	
   

  
	
  South 25

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 26

  	
   

  	
  22,224

  	
   

  	
  25,531

  	
   

  
	
  South 27

  	
   

  	
  21,891

  	
   

  	
  25,129

  	
   

  
	
  South 28

  	
   

  	
  21,891

  	
   

  	
  25,075

  	
   

  
	
  South 29

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 30

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 31

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 32

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 33

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 34

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 35

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 36

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
  South 37

  	
   

  	
  23,027

  	
   

  	
  26,386

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical Floors

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South 40

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 41

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 42

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 43

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 44

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 45

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 46

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 47

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 48

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 49

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 50

  	
   

  	
  23,885

  	
   

  	
  27,280

  	
   

  
	
  South 51

  	
   

  	
  23,851

  	
   

  	
  27,243

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  South Tower Totals

  	
   

  	
  1,020,747

  	
   

  	
  1,170,416

  	
   

  






 

















 


EXHIBIT
“CC”


 


Project Upgrades


 


1.                                       Upgrade
Project Name: Main Ground Floor Lobby Upgrades at the North South Towers.


 


(a)                                  Estimated Start
Date:                                 May
2003; Estimated completion date: December 2004


 


(b)                                 Project Description:                                       This
Project Upgrade includes, without limitation, in both North South Tower main
building ground lobbies, installation of securtiy barriers using card reader
controlled optical turnstiles and two new security consoles. These security
upgrades will allow Landlord to reopen the existing entrances on the plaza side
of each Tower ground floor lobby. The new security consoles are designed to
wrap around the existing granite consoles to minimize the demolition of the
original building design. The new visitor access management check-in system has
been incorporated into the consoles that will extend wider than the originals
to accommodate security personnel and provide better check-in for visitors to
the building. Recoat Main Lobby ground floor window mullions at exterior surfaces.
Additionally, lighting upgrades are being evaluated to enhance the overall
lobby appearance.


 


2.                                       Upgrade
Project Name: Lower Level Lobbies and Valet Drop Off Area Upgrade Project.


 


(a)                                  Estimated start
date:                                    April 2003;
estimated completion date: December 2005.


 


(b)                                 Project Description:                                       This
Project Upgrade includes, without limitation, the upgrade of the driveways in
and to the A Level garage with the introduction of new way finding and lighting
treatments to assist with directional and visual enhancements. The valet drop
off area will be upgraded with new signage and way finding graphics.


 


3.                                       Upgrade
Project Name: Plaza Upgrade Program


 


(a)                                  Estimate start
date: January 2004; Estimated completion date:
December 2007.


 


(b)                                 Project Description:
This Project Upgrade includes, without limitation, installation of large pylon
signage elements at the four corners of the property. These elements will be
lit at night. The pylons will accommodate future major and secondary tenant
signage as well as plaza identification signage at the bottom of each pylon.
The pylon portion of this Project Upgrade shall be limited to * conceptual
design of the Plaza also includes upgrades to the existing fountain, as well as
the introduction of new shade canopies, seating and wireless interned access.
An architectural light installation by a selected artist is being considered to
bring the two Towers together visually.


 


4.                                       Upgrade
Project Name: Retail Renovation Project


 


(a)                                  Estimated start
date: January 2004; Estimated completion date:
December 2008.


 


(b)                                 Project Description:
This Project Upgrade includes, without limitation consolidation of all “C”
Level retail stores onto the B-Level. The existing atrium opening between
levels B and C will be closed. Selective areas will be upgraded with new
storefronts, lighting, graphics and floor materials. This Project Upgrade shall
be limited to*


 


5.                                       Intentionally
Omitted.


 


6.                                       Upgrade
Project Name: Elevator Modernization Program


 


(a)                                  Estimated start
date: December 2003; Estimated completion date:
December 2006.


 


(b)                                 Project Description:
This Project Upgrade includes, without limitation, renovation of elevator cab
interiors and installation of new security card readers. To the extent
appropriate, upgrade controls, realign vertical rails and adjust timing and
floor stop leveling. Such Project Upgrade may include ACM abatement
specifically related to said work.


 


7.                                       Intentionally
Omitted.


 


8.                                       Upgrade
Project Name: Visitor Management System


 


(a)                                  Estimated start
date: September 2003; Estimated completion date:  November 2003.


 


(b)                                 Project Description:
This Project Upgrade includes, without limitation, a new security access
management system to control card reader points of entry. The system is
compatible with the existing HID card access system at the garage entries and
will be extended into the future optical turn-styles at the main building
lobbies. This system upgrade will allow tenants to prearrange visitor access
through a website in order to expedite the check-in process more efficiently.


 

















 


9.                                       Intentionally
Omitted.


 


10.                                 Intentionally
Omitted.


 


11.                                 Upgrade
Project Name: Domestic Water Riser Replacement Project


 


(a)                                  Estimated start
date:  June 2004; Estimated
completion date: December 2006


 


(b)                                 Project Description:  This Project Upgrade includes, without
limitation, upgrading the domestic water supply main vertical risers and
domestic water pumps in both towers.


 


12.                                 Upgrade
Project Name: Central Plant Upgrade Program


 


(a)                                  Estimated start
date:  July 2004; Estimated
completion date: December 2008.


 


(b)                                 Project Description:  This Project Upgrade includes, without
limitation, chiller retrofits to provide power cost savings and reduce the
actual cost of providing after-hours HVAC.


 

















 


[GRAPHIC]


 


EXHIBIT
“DD”


 


DEPICTION OF CONTEMPLATED CHANGES

TO THE PLAZA AREA


 


2

















 


[GRAPHIC]


 


3

















 


[GRAPHIC]


 


4

















 


EXHIBIT EE


 


[GRAPHIC]


 


[GRAPHIC] CONTEMPLATED CONVERSION AREA


 

















 


EXHIBIT FF


 


[GRAPHIC]


 


[GRAPHIC] CONTEMPLATED CONVERSION AREA


 

















 


EXHIBIT GG


 


[GRAPHIC]


 


[GRAPHIC] PEDESTRIAN PASSAGEWAYS


 

















 


EXHIBIT HH


 


[GRAPHIC]


 


[GRAPHIC] PEDESTRIAN PASSAGEWAYS


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = Continuing Lobby Areas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA LEVEL SOUTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM DESIGN LOGO]

  	
   

  	
  ARCO PLAZA

  	
   

  	
  11/10/03

  
	
  515 SOUTH FLOWER STREET, 8TH FLOOR, LOS ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE] 213. 593.8100 F; 213. 593.8608  www.dmjm.com

  	
   

  	
  SCALE:  1" = 30'– 0"

  	
   

  	
   

  



 


EXHIBIT
“II”


 


DEPICTION OF THE CONTINUING

LOBBY AREAS


 


1

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = Continuing Lobby Areas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA LEVEL SOUTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM DESIGN LOGO]

  	
   

  	
  ARCO PLAZA

  	
   

  	
  11/10/03

  
	
  515 SOUTH FLOWER STREET, 8TH FLOOR, LOS ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE] 213. 593.8100 F; 213. 593.8608  www.dmjm.com

  	
   

  	
  SCALE:  1" = 30'– 0"

  	
   

  	
   

  



 


2

















 


EXHIBIT
“JJ”


 


TENANT’S SOUTH TOWER A-LEVEL ATM AREA


 


The South Tower A-Level ATM Area shall be any area in the
lobby/vestibule of the A-Level directly below the South Tower, as mutually and
reasonably agreed to by Tenant and Landlord.


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = North
  Tower

  Ground Floor Lobby ATM Area

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA LEVEL NORTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM DESIGN LOGO]

  	
   

  	
  ARCO PLAZA

  	
   

  	
  11/10/03

  
	
  515 SOUTH FLOWER STREET, 8TH FLOOR, LOS ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE] 213. 593.8100 F; 213. 593.8608  www.dmjm.com

  	
   

  	
  SCALE: 1" = 30'– 0"

  	
   

  	
   

  



 


EXHIBIT
“KK”


 


DEPICTION OF THE

NORTH TOWER GROUND FLOOR LOBBY

ATM AREA


 

















 


[GRAPHIC]


 


	
  [GRAPHIC]

  	
   

  	
  = South
  Tower

  Ground Floor Lobby ATM Area

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAZA LEVEL NORTH TOWER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROJECT:

  	
   

  	
  DATE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [DMJM DESIGN LOGO]

  	
   

  	
  ARCO PLAZA

  	
   

  	
  11/10/03

  
	
  515 SOUTH FLOWER STREET, 8TH FLOOR, LOS ANGELES, CA 90071

  	
   

  	
   

  	
   

  	
   

  
	
  [ILLEGIBLE] 213. 593.8100 F; 213. 593.8608  www.dmjm.com

  	
   

  	
  SCALE: 1" = 30'– 0"

  	
   

  	
   

  



 


EXHIBIT
“LL”


 


DEPICTION OF THE

SOUTH TOWER GROUND FLOOR LOBBY

ATM AREA


 

















 


[GRAPHIC]


 


EXHIBIT
“MM”


 


DEPICTION OF THE PORTION OF THE

DOWNTOWN LOS ANGELES CENTRAL BUSINESS DISTRICT

FOR LOCATION OF COMPARABLE BUILDING


 

















 


EXHIBIT
“NN”


 


OPERATIONAL CRITERIA FOR HVAC SERVICE


 


Base Building HVAC System Design and
Performance Criteria


 


1.               Design
Conditions:


 


	
   

  	
   

  	
  Summer

  	
   

  	
  Winter

  	
   

  
	
  a.

  	
  Outside Dry Bulb:

  	
   

  	
  99°F

  	
   

  	
  41°F

  	
   

  
	
   

  	
  Outside Wet Bulb:

  	
   

  	
  72°F

  	
   

  	
  —

  	
   

  
	
   

  	
  Inside Dry Bulb:

  	
   

  	
  75°F

  	
   

  	
  70°F

  	
   

  
	
   

  	
  Inside Relative Humidity: 

  	
   

  	
  30%-60%

  	
   

  	
  30%-60%

  	
   

  
	
   

  	
  Mean Daily Range:

  	
   

  	
  21°F

  	
   

  	
  —

  	
   

  



 


b.              Minimum Ventilation: Per ASHRAE Standard
62-1989 but not less than 15.0 CFM/100 square feet.


 


c.               Air Supply Rate:


a.               Maximum air supply rate of 0.8
cfm/square foot of air-conditioned space in the interior areas.


b.              Primary air supply
rate of 0.7 cfm/square foot in the perimeter zones at the induction units.  Total air movement from induction units
including the primary air and induced air will be close to 1.5 cfm square feet
or higher.


 


2.               Interior
Loads:


 


a.               Lights: 1.5 watts/square foot maximum.
1.2 watts/square foot average.


 


b.              Miscellaneous
Equipment: Maximum continuous heat output equal to 2.0 watts/square foot (6.6
BTU/square foot of conditioned space.)


 


c.               People: 150 square
feet/person.


 


3.               Air
Handling System:


 


a.               Perimeter zones of
building–induction units: Each unit with a thermostatically controlled valve
for cooling and heating control. Ventilation outdoor air to these units is from
the primary air system. Induction units will provide cooling and heating to
offset solar, transmission, lighting power and people load for a perimeter zone
depth of 15 feet maximum.


 


b.              Sixty-eight
induction units per floor around the build perimeter.


 


c.               Unit  cooling capacity and heating capacity varies
for each exposure. Capacities vary from 6,000 BTU/hour to 9,000 BTU/hour per
unit.


 


d.              Interior zones of
building: Multiple central station air handler units located in mechanical
equipment floors. Each unit has duct riser serving multiple floors. Total of
five riser outlets per floor. Tenant HVAC designer to ensure uniform loading of
each riser takeoff on each tenant floor.


 


e.               Units shall supply
cooled air at 55°F minimum to 65°F maximum as needed to meet the interior space
cooling loads.


 


4.               Cooling
Capacity per Floor:


 


a.               Total cooling
capacity per floor which includes the perimeter induction units and interior
system shall be no less than 80 tons per floor.


 


5.               Refrigeration
System:


 


a.               Building has four
water chillers, two chillers rated at 3100 tons each, one chiller rated at 2200
tons and one rated at 1600 tons. Chillers are located in the basement chiller
room. Chillers produce chilled water at 42°F for distribution to the air
handling system.


 


6.               Building
Heating System:


 


a.               Building’s heating
is by hot water with steam to hot water heat exchangers. Primary source of heat
is two steam boilers located in basement boiler room.


 


b.              Hot water is distributed
to air -handler units and reheat coils throughout the building. Total installed
boiler capacity is slightly more that 1000 HP.


 


7.               Tenant
Supplementary Cooling:


 


a.               Base building does
not have provisions to supply chilled water to tenants for supplementary
cooling or 24 hours cooling at this time.


 


1

















 


EXHIBIT “NN”


 


OPERATIONAL CRITIERA FOR HVAC SERVICE


 


b.              Mechanical equipment
rooms on the 14-15 floors or 38-39 floors can accommodate tenant supplementary
cooling equipment, such as dry coolers, cooling towers or chillers subject to
space availability.


 


END OF SECTION


 


2

















 


EXHIBIT “OO”


 


PAYMENTS
UNDER ANY DECLARATIONS, COVENANTS, CONDITIONS

AND RESTRICTIONS OR INSTRUMENTS PERTAINING TO THE OPERATION

OF THE PROJECT OR THE MAINTENACE OF ANY EASEMENT,

LICENSE OR OPERATING AGREEMENT OR SIMILAR

INSTRUMENT WHICH AFFECTS THE PROJECT


 


None.


 

















 


[GRAPHIC]


 


	
  CITY NATIONAL BANK
  NAMING RIGHTS STUDY

  	
  OPTION A2 11.12.03

  	
  1/4" = 1' -0"

  	
  [SP LOGO]

  



 


EXHIBIT “PP”


 


FUTURE
PYLON SIGNS


 

















 


EXHIBIT “QQ”


 


LOCATION
OF OTHER PROJECT SIGNS


 


The location of the “Other Project Signs” are
generally shown on:


 


(i) 
Page A3-1(a) of Exhibit “P” as “City National Plaza Parking ID” and “City
National Plaza Parking Information”;


 


(ii) 
Page A2-4 of Exhibit “P” as “City National Plaza – Parking ID and Info”
and “City National Tower”;


 


(iii) 
Page A2-3 of Exhibit “P” (all signs shown); and


 


(iv) 
Page A2-6 of Exhibit “P” (all signs shown).