Exhibit 10.X


5TH FLOOR


 

















 


FIRST
LEASE ADDENDUM


 


This FIRST LEASE ADDENDUM (“Addendum”) is made and entered into as of
November 1, 2002 (the “Effective Date”) by and between
CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership (“Landlord”), and CITY NATIONAL BANK, a national
banking association (“Tenant”), to amend and supplement that certain Office Building Lease between
Landlord and Tenant, dated as of August 1, 2000 (the “Lease”).


 


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


 


2.                                      Amendment
of Paragraph 1 of the Lease.  Notwithstanding anything to the contrary
contained in Paragraph 1 of the Lease, the term of the Lease shall terminate on
December 31, 2006.


 


3.                                      Amendments
of Paragraph 7 of the Lease.  Notwithstanding anything to the contrary
contained in Paragraph 7 of the Lease, in no event shall Landlord require any
completion bond in connection with any Tenant improvements, alterations or
repairs and in no event shall the administrative fee for Landlord’s
administration of Tenant work under Paragraph 7 exceed 10% of the contract
sum.  Furthermore, notwithstanding
anything to the contrary contained in Paragraph 7 of the Lease, at the
expiration of the term of the Lease, Tenant shall not be obligated to remove
any alterations made to any portion of the leased premises.


 


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


 


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


 


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


 


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


 


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


 


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


 


“If said Building shall be totally destroyed, this Lease shall
thereupon terminate.  If said Building
or the leased premises shall be damaged by fire, earthquake or any


 


1

















 


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


 


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


 


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


 


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


 


10.                               Additional
Paragraph 40 to the Lease.  The
Lease is hereby amended to add the following as a new Paragraph 40:


 


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


 


2

















 


11.                               Additional
Paragraph 41 to the Lease.  The
Lease is hereby amended to add the following as a new paragraph 41.


 


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


 


12.                               Additional
Paragraph 42 to the Lease.  The
Lease is hereby amended to add the following as a new paragraph 42.


 


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


 


13.                               Additional
Paragraph 43 to the Lease.  The
Lease is hereby amended to add the following as a new paragraph 43.


 


“Tenant shall have the one-time right to terminate this Lease on
June 30, 2004 upon no less than twelve (12) months prior written
notification to the Landlord.  Upon
written notification, Tenant shall deliver to Landlord a termination fee in the
amount of unamortized (over the remaining term of this Lease) tenant
improvements, leasing commissions and three (3) months base rent.”


 


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


 


3

















 


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


 


 


	
  TENANT:

  	
  LANDLORD:

  
	
   

  	
   

  
	
  CITY NATIONAL BANK,

  	
  CITINATIONAL-BUCKEYE BUILDING CO.,

  
	
  a national banking association

  	
  a California limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Olive-Sixth Buckeye Co.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
  By:

  	
  /s/ Harry Topping

  	
   

  	
  By:

  	
    /s/ Bram Goldsmith

  	
   

  
	
  Name:

  	
  Harry Topping

  	
   

  	
   

  	
  Bram Goldsmith,

  
	
  Title:

  	
  SVP

  	
   

  	
   

  	
  General Partner

  
									



 


4

















 


Office Building Lease


 


This Lease, made and executed as of the 1st day of August, 2000,
between CITINATIONAL-BUCKEYE BUILDING CO., a California limited partnership,
606 South Olive Street, , Los Angeles, California 90014, hereinafter designated
the LANDLORD, and CITY NATIONAL BANK, a national banking association, 400 North Roxbury
Drive, Beverly Hills, California 90210, hereinafter designated the
TENANT, consists of the following agreements:


 


1.  DEMISED PREMISES.  USE AND TERM.  EARLY OCCUPANCY.  For
and in consideration of the covenants hereinafter mentioned, the Landlord
leases to the Tenant and the Tenant hereby leases from the Landlord the
premises known as  Suite 500  located on a the 5th        Floor (as per the attached plan, marked Exhibit “A”) in the
CITY NATIONAL BANK BUILDING, 606 South Olive Street, City of Los Angeles,
California, 90014 to be used by said Tenant as and for administrative offices for a
bank or for general office purposes and for no other purpose, for the term of 5
years commencing on October 15, 2000 and ending on October 14, 2005.


 


2.  RENT.  The Tenant agrees to pay to the Landlord as
rent for said leased premises, monthly installments of Nineteen Thousand Five
Hundred Dollars ($19,500.00), each installment payable in advance on
the 1st day of each and every calendar month during the term hereof, commencing
on October 15, 2000, in lawful money of the United States of
America, which the Tenant agrees to pay to Landlord without deduction or
offset, prior notice or demand, at the office of the building or such place as
the LANDLORD may designate.  Said rent
is subject to increases as provided in Articles 20, 36 and as otherwise
hereinafter provided.  In the event the
actual commencement date of this lease should fall on other than the 1st day of
a calendar month, then the rental for the first and last month of the lease
term will be prorated on a calendar month basis. Parking charges are payable as
additional rent.


 


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


 


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


 


Tenant may sublease or assign all or a portion of the demised premises
only upon the obtaining of Landlord’s written consent and subject to the
following express conditions: A.  That
Tenant does not sublease or assign to more than a reasonable number of
transferees which number shall be subject to Landlord’s approval; B.  That each transferee shall be subject to the
prior written approval of Landlord which approval shall not be unreasonably
withheld, but without limiting the generality of the foregoing, it shall be
reasonable for Landlord to deny such approval if: (1) The use to be made of the
demised premises by the proposed transferee is (a) not generally consistent
with the character and nature of all other tenancies in the Building or with
Landlord’s leasing policy, or (b) a use which conflicts with any so called
“exclusive” then in favor of another tenant of the Building or of any of
Landlord’s other Buildings which are in the same complex as the Building, or (c)
any use which is the same as that stated in any percentage lease to another
tenant of the Building or any of Landlord’s other Buildings which are in the
same complex as the Building or (d) a use which would be prohibited by any
other portion of this lease (including but not limited to any rules and
regulations then in effect): or (2) The character, moral stability, reputation
and  financial responsibility of the
proposed transferee is not reasonably satisfactory to Landlord or in any event
not at least equal to those which were possessed by Tenant as of the date of
execution of this lease; C.  That in no
event shall the term of such sublease or assingment be for a longer period than
the unexpired term of this lease; D. 
That each sublease or assignment shall expressly provide that it is
subject and subordinate to this lease; E. 
That Tenant shall pay to Landlord, Landlord’s then standard processing
fee which as of the date of execution of this 
is currently the sum of$1,000.00 F. 
That the proposed transferee shall execute an agreement on Landlord’s
then standard form pursuant to which it shall agree to perform faithfully and
be bound by all of the terms, covenants, conditions, provisions and agreements
of this lease for the period covered by the sublease or assignment to the
extent of the space subleased; G.  That
an executed duplicate original of each sublease or assignment and assumption
agreement in  a form acceptable to Landlord,
together with all sums due, shall be delivered to Landlord within five (5) days
after the execution thereof and any such sublease or assignment shall not be
binding upon Landlord until the delivery of the foregoing to Landlord and the
execution and delivery of Landlord’s 
consent thereto and ; H.  That
Landlord shall have the right upon written demand to require the transferee to
pay the rent under the sublease or assignment directly to the Landlord and/or
to require Tenant to pay to Landlord a sum equal to (i) Fifty percent (50%) of
any rent or other consideration paid to Tenant by any transferee which is in
excess of the rent then being paid by Tenant to Landlord to the extent of, and
as apportionable to the space sought to be subleased pursuant to the terms of
this lease, after reduction ofor the reasonable and necessary direct costs
actually incurred by Tenant to obtain the sublease or assignment, such as e.g.
any brokerage feee and remodeling cost, but with no reduction for any indirect
costs, such as e.g. rent and expenses paid by Tenant while the space sought to
be sublease or assigned is vacant, and (ii) fifty percent (50%) of any other
profit or gain realized by Tenant from any such subleasing.  All sums payable hereunder by Tenant shall
be paid to landlord as additional rent immediately upon receipt thereof by
Tenant.  Any such rent, profit, gain or
other consideration, or sum equal to same, as set forth herein, not so paid to
Landlord as herein required, shall be and is deemed to be held and retained by
Tenant in trust for the sole benefit of


 

















 


Landlord, and, whether actually
held or retained by Tenant or not, shall be and is deemed to be held and
retained by Tenant in trust for the sole benefit of Landlord, and whether
actually held or retained by Tenant or not, shall be chargeable to Tenant and
payable to Landlord upon demand.  Any
failure or refusal by Tenant to pay Landlord same shall constitute a default
and material breach of the terms, covenants and conditions of this lease
subjecting Tenant to all the rights and remedies of Landlord under this lease
and applicable law.


 


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


 


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


 


If at any time during the term of this lease, Tenant should fail to
keep and perform all the terms, covenants and conditions of this lease to be
kept and performed by Tenant, Landlord, at its option, may utilize said
deposit, or any part thereof, for any damages or rents which may accrue or
which may be payable to it by the Tenant (but Landlord shall not be required to
do so) or Landlord may retain said deposit, or any part thereof, until this
lease is terminated, and at such time appropriate and apply said sum or so much
thereof as may abe necessary to compensate landlord for all loss or damage
sustained or suffered by Landlord or for any unpaid rent due to any default on
the part of Tenant.  In the event
Landlord elects to utilize all or any part of the security deposit as
aforesaid, Tenant shall, upon written notice from Landlord, forthwith deposit
with Landlord such sum as is necessary to replenish the security deposit to its
original amount, it being the express intent of Tenant and Landlord that
Landlord shall hold a security deposit in the aforesaid amount at all times
during the entire term of this lease and any extension or renewal thereof.  Tenant’s failure to so restore the full
amount of the said security deposit within (5) days after written notice from
Landlord shall constitute a material breach of this lease.  The parties agree that the provisions of
this Article 5 shall not operate as a limitation upon the amount of damages to
which Landlord may be entitled by virtue of any defaults by Tenant.


 


6.  AUTOMOBILE PARKING.  Automobile parking subject to availability,
shall be extended to Tenant’s invitees, in common with the invitees of other
tenants, at reasonable parking rates and upon other conditions established by
Landlord from time to time in the parking area where designated by
Landlord.  Landlord reserves the sole
right and option as to whether or not an attendant will be furnished for such
automobile parking area or areas.  If no
attendant is furnished, Landlord will provide suitable designation of the
parking area to Tenant.  This right to
park will be solely for the accommodation of the Tenant and Tenant expressly
agrees that Landlord assumes no responsibility of any kind whatsoever in
reference to such automobile parking areas or the use thereof by the Tenant,
its employees or invitees.


 


7.  ALTERATIONS-FIXTURES.  The 
premises shall not be altered, repaired or changed without the written
consent of Landlord first had and obtained, , except that Tenant shall have the
right to perform non-structural improvements of the leased premises which do
not affect the Building systems (as hereinafter defined) or substantially alter
the layout of the leased premises up to a total expenditure which does not
exceed the sum of $15,000 for any or all of such improvements within any twelve
(12) month period, without Landlord’s prior written consent.  All such alterations, improvements or
changes shall be at the sole cost of Tenant and Tenant shall hold Landlord and
the demised premises harmless and free from any lien or claim therefore and all
other liability, claims and demands arising out of any work done or material
supplied to the demised premises at the instance of Tenant, and from all
actions, suits and costs of suit by any person to enforce any such lien or
claim of lien, liability, claims or demands, together with the costs of suit
and attorney’s fees incurred by Landlord in connecting therewith.  Tenant shall cause any mechanic’s lien or
other lien filed against the demised premises or the building of which the
demised premises are a part to be released and removed within ten (10) days of
such filling either by the satisfaction of such lien or by the posting of a
bond.  Landlord may impose, as a
condition of such consent, such requirements as Landlord in its sole and
reasonable discretion may deem reasonable and desirable, including, but not
limited to, the requirement that Tenant utilize for such purposes only
contractors, materials, mechanics and materialmen approved by Landlord, and the
requirement that Tenant shall furnish Landlord with a Completion Bond prior to
the commencement of any work,  Tenant
shall construct such improvements, alterations or repairs in conformance with
any and all applicable rules and regulations of any Federal, State, County or
Municipal code or ordinance.  In any event, Landlord’s contractor shall
perform all mechanical, electrical, plumbing, air conditioning, permanent
partition and ceiling tile work (hereinabove referral to as the “Building
systems”).  Tenant agrees to give
Landlord written notice of the commencement date of any alterations,
improvements or repairs to be made in, to or upon the premises not later than
fifteen (15) days prior to the commencement of any such work, in order to give
Landlord time to post notices of non-responsibility.  In the event any construction, alteration, decorating or repair
work (including any engineering or architectural services or consultants
employed by Landlord relative to tenant’s alterations or improvements) is
performed by Landlord’s contractor, the charges for such work shall include an
administrative fee for Landlord’s administration of the work in the amount of
20% of the contract sum(s) on each project administered by Landlord at a cost
of $10,000.00 or less, and 15% of the contract sum(s) on each project
administered by Landlord costing more than $10,000.00.  All charges for work performed by Landlord’s
contractor shall be deemed additional rent under this lease, payable in advance
prior to commencement of construction. 
All such alterations, repairs, additions or improvements (including any
alterations, repairs, additions or improvements installed during Tenant’s prior
occupancy of the demised premises pursuant to any previous lease, sublease or
otherwise and including but not limited to the bank vault, vault door and
pedestrian escalator installed between Suite 100 and the 2nd Floor
Prmises), shall, unless otherwise provided by written agreement, become the
property of Landlord and shall remain upon and be surrendered with the premises
upon the expiration of this lease or any sooner termination thereof; provided
that upon expiration or termination of this


 

















 


Lease, Landlord shall have the
right and option by written notice to Tenant to require Tenant at its sole cost
to remove any of the alterations, repairs, additions or improvements installed
by or for Tenant and repair any damage to the Premises occasioned by such
installation or removal and restore the Premises to original condition, normal
wear and tear excepted.


 


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


 


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


 


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


 


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


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


In the event Tenant utilizes or consumes utilities or services after
usual building business hours or in amounts which are appreciably in excess of
those utilized or consumed by the average office tenants in the building,
Tenant shall reimburse Landlord, as additional rent, upon receipt of demand
therefor, the cost of such excess consumption. 
In the event Tenant utilizes heating, air conditioning or fan service
after normal building business hours, Tenant shall reimburse Landlord its then
current building standard rate for such services.  As of the date of execution of this Lease, Landlord’s current
building standard rates for these services are: for ehat or air conditioning -
$175.00 per hour; for fan service - $75.00 per hour.  Landlord agrees to supply, for any storage areas leased
hereunder, during usual building business hours on business days, reasonable
amounts of electric current for lighting purposes only.  Landlord shall have no obligation to supply
to storage areas, water, heat, air-conditioning or electric current for any
purposes other than lighting.


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


 


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


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


 


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


 


12.  RIGHTS OF LANDLORD.  Landlord reserves the following rights: (a)
upon prior notice to Tenant, to change the address and/or name of the building
without or liability to Tenant; (b) to designate all sources furnishing sign
painting or lettering, ice, bottled water and toilet supplies used on the
premises; (c) constantly to


 

















 


have pass keys to the premises;
(d) to grant anyone the exclusive right to conduct any particular business or
undertaking in the building in which the demised premises are situated;  (e) to enter the demised premises anytime whether or not Tenant is
present to admit Landlord for inspections, repairs, alterations or additions to
the premises or the building in which the premises are situated for window
cleaning and janitorial services, to exhibit the premises to others, to affix
and display “For Rent” signs, and for any purpose whatsoever related to the
safety, protection, preservation or improvement of the premises, the said
building, or Landlord’s interest, without being deemed guilty of an eviction or
disturbance of Tenant’s use and possession, and without being liable in any
manner to Tenant on account thereof; (f) at any time, and from time to time,
whether at the instance of Landlord or pursuant to governmental requirements,
at Landlord’s expense, to make repairs, alterations, additions, improvements or decorating, whether structural or
otherwise, in or to the building, or any part thereof, including the demised
premises.  Without limiting the
generality of the foregoing rights, Landlord shall specifically have the right
to remove, alter, improve or rebuild the lobby and all other public and
rentable areas of the building as the same are presently or shall hereafter be
constituted, or any part or parts thereof. 
Landlord shall not be liable to Tenant for any expense, injury, loss or
damage resulting from any work so done in or about the demised premises or the
building or any adjacent or nearby buildings, land, street or alley, all claims
against the Landlord for any and all such liability being hereby expressly
released by Tenant, unless caused by Landlord’s or its agents negligence or
willful misconduct.  In connection with
making repairs, alterations, decorating, additions or improvements under the
terms of this Article.  Landlord shall
have the right to access through the demised premises, as well as the right to
take into and upon and through said premises or any other part of the building
all material that may be required to make such repairs, alterations,
decorating, additions or improvements, as well as the right in the course of
such work to close entrances, doors, corridors, elevators, or other building
facilities, or temporarily to abate the operation of such facilities, without
being deemed or held guilty of an eviction of Tenant and without liability for
damages to Tenant’s property, business or person and without liability to
Tenant by reason of interference with the business of Tenant or inconvenience
or annoyance to Tenant or the customers of Tenant.  The rent reserved herein shall in no wise abate while said
repairs, alterations, decorating, additions or improvement are being made, and
Tenant shall not be entitled to maintain any set-off or counter-claim for
damages of any kind against Landlord by reason thereof all such claims being hereby expressly released by Tenant.  However, all such work shall be done in such
manner as to cause Tenant the least inconvenience practicable.  Landlord reserves and shall have the right
to enter upon the demised premises for the purpose of posting and maintaining
such notices on the premises as may be necessary to protect Landlord against
mechanic’s, materialmen’s or other liens and any other notices that may be
proper and necessary.


 


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


 


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


 


15.  EMINENT DOMAIN.  Should Landlord, at any time during the
continuance in force of this lease, be deprived of the building in which the
demised premises are situated, or any part thereof, or any part of the land on
which the building or appurtenances are situated, by condemnation or eminent
domain proceedings, this lease shall terminate, at Landlord’s option, on the
date when Landlord is actually deprived of possession of said land or building,
or some part thereof, and thereupon the parties hereto shall be released  from all further obligations hereunder.  Should Tenant, at any time during the
continuance in force of this lease, be deprived of the demised premises or any
substantial part thereof preventing Tenant from using the remainder of the
Premises for the purposes intended under this Lease, by condemnation or eminent
domain proceedings, this lease shall terminate, at Tenant’s option , on the
date when Tenant is actually deproved of possession of the Premises, or said
substantial part therof, and thereupon the parties hereto shall be released
from all further obligations hereunder. 
Upon termination of this Lease as aforesaid, Landlord shall thereupon repay
to Tenant any rental theretofore paid by Tenant and unearned at the date of
such termination.  Tenant shall not be
entitled to any compensation, allowance, claim or offset of any kind against
the Landlord, as damages or otherwise, by reason of such condemnation or
eminent domain proceedings or by reason of being deprived of the demised
premises or the termination of this lease, and said Tenant does hereby waive,
renounce and quit-claim to Landlord any right in and to any award, judgment,
payment or compensation which shall or may be made or given because of the
taking of said premises, or any portion thereof, by virtue of any such
condemnation or eminent domain proceedings, whether received in any such action
or in settlement or compromise thereof by Landlord, except that Tenant shall have the right to file a separate claim
to recover the value of its personal property in the eminent domain
proceedings.


 


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


 


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


 


18.  CO-TENANTS.  All persons comprising Tenant, together with
all assignees and Subtenants, should Landlord elect to treat said assignees and
Subtenants as


 

















 


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


 


19.  NON-LIABILITY OF LANDLORD.  Except in the event of Landlord’s negligence
or willful misconduct, Landlord shall not be liable to Tenant, or to any other
person or persons whomsoever, and Tenant hereby waives any and all claims for
any damages to the leased premises or for or on account of any loss, damage,
theft, injury to any person or property in or about said premises, or the
building of which the demised premises are a part, or the approaches or
entrances thereto, or on the streets, sidewalks, parking areas or corridors
thereof, caused or occasioned by said premises being out of repair, by defects
in said building or said premises or equipment contained therein, including,
but not limited to, any security system located in or about the demised
premises whether or not installed by Landlord, or by the failure to keep the
same in good order and repair, or by fire, gas, water, electricity, failure or
malfunction of the air-conditioning, or by the breaking, overflowing or leaking
of roofs, pipes, or walls of said building, or for any other damage or injury
caused by any acts or events whatsoever beyond the control of Landlord,
including, but not limited to, the acts and omissions of other Tenants and
invitees of the building.  Landlord
shall not be liable and Tenant hereby waives all claims for damages that may be
caused by Landlord in re-entering and taking possession of the premises as
herein provided.


 


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


If, (a) in any property tax fiscal year during the term of this lease
Taxes shall be increased above the Taxes for the base fiscal year, and/or (b)
if in any calendar year during the term of this lease Operating Costs shall be
increased above those in effect during the base year, both as hereinafter
defined, Tenant shall pay to Landlord, upon receipt of a statement therefor and
in the manner hereinafter set forth, as additional rent, 5.11%
of the amount of such increase in Taxes and 5.11% of the amount of increase
in Operating Costs.


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


 


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


 


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


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


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


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


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


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


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


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


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


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


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


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


 

















 


(xiii)  Advertising and
promotional expenditures;


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


 


The following shall also be excluded from the taxes and operating
costs:  Federal and State income taxes
imposed on Landlord’s net income and any and all costs of any expenses to
procure tenants for the building, including but not limited to brokerage
commissions, legal fees, and remodeling costs of suites.  (3) “Base Year” shall mean (a) for
computation of Tax increases, the fiscal tax year ended June 30th,
2000 and (b) for computation of Operating Cost increases, the calendar year
2000. (4) “Subsequent Year” shall mean each and every tax or calendar year, as
the case may be following the base year failing wholly or partly within the
term of the lease.


 


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


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


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


 


21.  GENDER.  In this lease, whenever the context so
requires, the masculine gender herein used shall include the feminine or neuter
and the singular number shall include the plural.  The captions set forth in the various Articles of this lease are
for identification and convenience only and are not intended to, and shall not
be deemed to limit or expand the contents of the respective Article.  If Tenant is a corporation, Tenant agrees to
provide Landlord, upon execution of this lease by Tenant, with a notarized copy
of a corporate resolution authorizing the Tenant corporation to execute this
lease and any appurtenant documents.


 


22.  SUBORDINATION.  Tenant expressly agrees that, at the sole
option of Landlord, this lease shall be either subject and subordinate, or
paramount, to all ground or underlying leases, mortgages, Deeds of Trust, or
any other encumbrances now placed or which may be placed in the future upon the
real property of which the demised premises are a part by the owners thereof,
and to all renewals, modifications, replacements or extensions thereof.  And Tenant further agrees that, whenever
requested to do so by Landlord, Tenant will execute, sign and deliver any
documents required to effectuate such subordination or superiority.  Tenant shall, upon request from Landlord,
execute and deliver to Landlord any certificate or other instrument stating the
date this lease will terminate, the date to which rent has been paid, that this
lease is in full force and effect without modification, and that Tenant has no
rights of deduction or offset hereunder or, if this lease has been modified or
if Tenant claims a deduction or offset hereunder, stating the effect of such
modification and/or the claimed deduction or offset.  Tenant hereby irrevocably constitutes and appoints Landlord as
Tenants’ attorney in fact to execute (and to deliver to any third party) any
documents required to effect such subordination or superiority and nay such
certificate or instrument for and on behalf of Tenant, if Tenant shall have
failed to do so within ten (10) days after request therefore by Landlord, and
in such event Landlord shall be conclusively deemed not in default under this
lease.  Any right, either expressed or
implied, to quiet enjoyment of the premises which Tenant may have under this
lease shall be subject to any subordination of this lease under this
Article.  Notwhithstanding anything to
the contrary in the foregoing, Landlord agrees that is shall reasonably
cooperate with and assist Tenant in Tenant’s obtaining a lender’s standard form
Non-Disturbance Agreement by requesting such an agreement from the lender on
behalf of Tenant.  Any and all costs and
expenses incurred in obtaining a Non-Disturbance Agreement shall be Tenant’s
sole responsibility, including but not limited to any fees or costs imposed by
the lender any any and all attorneys’ fees incurred by Tenant or Landlord.  Any negotiations or modifications of lender’s
standard form Non-Disturbance Agreement shall be Tenant’s sole responsibility.


 


23.  DELAY IN OCCUPANCY.  Tenant, agrees that, in the event Landlord
does not deliver to Tenant timely possession of the demised premises at the
commencement of the term, due to failure of a previous tenant to promptly
vacate the premises, or due to delays of Landlord or its contractor in
completing the remodeling of the premises, or due to any other delays, Landlord
shall not be liable for any damage caused thereby; nor shall this lease be void
or voidable if possession is given to Tenant within one hundred twenty (120)
days after the date set for commencement of this lease, but in no event shall
Tenant be liable for rent until such time as Landlord offers to deliver
possession of said premises to Tenant. 
However, the term hereof shall not be extended by such delay.  If Tenant, with Landlord’s consent take
possession of the


 

















 


demised premises prior to the
commencement of this lease, then Tenant shall be subject to all the covenants
and conditions hereof and shall pay rent for the period ending with the
commencement of said term at the monthly rate prescribed for the first month of
said term.  In the event that the delay
in delivering to Tenant possession of said premises at the commencement of said
term is caused by Tenant, rentals shall nevertheless commence on the date set
out in this lease for the commencement of the term of this lease.


 


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


 


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


 


26.  BUILDING RULES.  Tenant covenants that Tenant, together with
all persons entering and/or occupying the demised premises shall keep and
perform each and all of the rules and regulations of the building hereinafter
set forth which are hereby referred to and made a part hereof.  Landlord shall have the right to amend said
rules and to make other and different reasonable rules and regulations as in
Landlord’s reasonable judgment may from time to time be necessary for the
management, safety, care and cleanliness of the premises, and for the
preservation of good order therein, as well as for the convenience of other
occupants and tenants therein.  Such
rules and regulations may limit, restrict and regulate the privileges of
tenants in the said building, and all such rules and regulations so made by
Landlord, after notice thereof to Tenant, shall be binding upon Tenant and
become conditions of Tenant’s tenancy and covenants on the part of and to be
performed by Tenant.  Violation of any
such rules and regulations shall be deemed a material breach of this lease by
Tenant.  Landlord shall not be
responsible to Tenant or to any other person for the non-observance or violation
of the rules and regulations by any other tenant or person.


 


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


 


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


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


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


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


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


Tenant shall indemnify, defend (by counsel reasonably acceptable to
Landlord), protect, and hold Landlord, and each of Landlord’s partners,
employees, agents, attorneys, successors and assigns, free and harmless from
and against any and all claims, liabilities, penalties, forfeitures, losses or
expenses (including attorneys’ fees) or death of or injury to any person or
damage to any property whatsoever, arising from or caused in whole or in part,
directly or indirectly by (a) Tenant’s possession in, on, under or about the
Leased Premises or discharge in or from the Leased Premises of any Hazardous
Materials or Tenant’s use, analysis, storage, transportation, disposal,
release, threatened release, discharge or generation of Hazardous Materials to,
in, on, under, about or from the Leased premises or the Building, or (b)
Tenant’s failure to comply with any Federal, State, County, Municipal, local or
other law, rule, ordinance and regulation now or hereafter in effect relating
to the industrial hygiene, environmental protection, use, analysis, generation,
manufacture, purchase, transportation, storage and disposal of hazardous,
toxic, contaminated, polluting and radioactive


 

















 


matter, substances and
wastes.  Tenant’s obligations hereunder
shall include, without limitation, and whether foreseeable or unforeseeable,
all costs of any required or necessary repair, cleanup, detoxification or
decontamination of the Leased Premises or the Building, and the preparation and
implementation of any closure, remedial action or other required plans in
connection therewith, and shall survive the expiration or earlier termination
of this Lease.  For purposes of the
release and indemnity provisions hereof, any acts or omissions of Tenant, or by
employees, agents, assignees, contractors or subcontractors of Tenant or others
acting for or on behalf of Tenant (whether or not they are negligent,
intentional, willful or unlawful) shall be strictly attributable to Tenant.


 


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


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


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


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


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


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


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


 


30.  BANKRUPTCY.  If, at any time during the term of this
lease, in any judicial action proceeding in any court against Tenant, a
receiver or other officer or agent abe appointed to take charge of said
premises or the business conducted therein and shall be in possession thereof,
or if this lease or the interest or estate created thereby vest in any other person
or persons by operation of law or otherwise, except by consent of Landlord, or
in the event of any action taken by or against Tenant under the federal
bankruptcy laws or other applicable statutes of the United States, or any
state, or if Tenant shall make an assignment for the benefit of creditors, or
if an attachment or execution is levied upon Tenant’s property or interest
under this lease which is not satisfied or released within thirty (30) days
thereafter, the occurrence of any such event shall be deemed to be a breach of
this lease by Tenant, and Landlord shall have the rights herein provided in the
event of any such breach, including the right, at Landlord’s option, to
terminate this lease immediately and enter said premises and remove all persons
and property therefrom.  Notwithstanding
the foregoing, in the event Tenant is ever subjected to the jurisdiction of the
Federal Deposit Insurance Corporation or any other federal or state banking
authority and pursuant thereto Tenant or such authority continues to pay the
rent pursuant to this Lease, then this Lease shall not terminate pursant to the
provisions of this Article so laong as the rental and other provisions of this
Lease are performed.


 


31.  ACCEPTANCE.  Tenant agrees that, upon substantial
completion of said premises and/or upon Landlord’s offer to deliver the same
for occupancy by Tenant, Tenant will accept said premises and take possession
thereof.  The entry of the Tenant into
the possession of the demised premises shall be conclusive acknowledgement on
Tenant’s part of Tenant’s acceptance of the premises and that they are in good
and tenantable condition, except as to latent defects not apparent by


 

















 


reasonable visual inspection
and reasonable punchlist items..  At the
expiration or sooner termination of this Lease, Tenant shall deliver the
demised premises to landlord, clean and in a state of repair in which said
premise existed at the commencement of the term hereof with tenant improvements
accepted by Lanldord under the provisions of Article 7, reasonable wear and
tear excepted.  There are no
representations or warranties of Landlord as to the condition or state of
repair of the premises except as expressly stated in this lease.  Tenant’s failure to accept the premises upon
Landlord’s offer of delivery shall in no way postpone the commencement of this
lease or Tenant’s obligation to pay rental hereunder.


 


32.  COMPLIANCE.  Tenant shall, at Tenant’s expense, comply
with all laws, rules, orders, ordinances, regulations and requirements or
municipal, state and federal governments, boards and authorities relative to
the Tenant’s occupancy of the demised premises or to the business to be
conducted therein. Landlord shall, at Landlord’s expense, comply with all laws,
rules, orders, ordinances, regulations and requirements or municipal, state and
federal governments, boards and authoritites (herein collectively referred to
as the “requirements and authorities”) relative to the leasing and general
operations of the Building, exclusive of the requirements and authorities
relative to each and all of the tenant’s occupancies of premises with the
Building or to the business’s conducted by such tenants.Tenant will keep the
said premises in a clean and orderly condition and in accordance with all laws
and ordinances and the direction of all public officers, and, as far as
reasonably possible, shall keep all immoral and disreputable persons out of
said premises to the end that the reputation of the demised premises and the
said building as a first class office building may be preserved.  No trade, occupation, game or business shall
be conducted upon said premises which shall be unlawful or of unethical
character.  The demised premises shall
not be used for cooking (except only for incidental microwave cooking or
employees lunch and snacks in a non-public are a of the Premises), lodging,
sleeping or for immoral purposes and no objectionable noise, vibration or odor
shall be permitted to escape from said premises.  Tenant shall not install nor maintain vending machines on the
demised premises nor engage in any activity which violates landlord’s
Certificate of Occupancy relating thereto.


 


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


 


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


 


35.  FORCE MAJEURE.  Any act of the Landlord or Tenantrequired by
this lease to be done within a specified time (except for the payment of renat
and other sums deemed rent) shall be subject to excusable delays.  The term “excusable delays” shall be deemed
to mean any delays caused by or due to fire, the elements of nature, casualties,
strikes, lockouts or other labor troubles, governmental regulations, shortages
of material, or supplies, or any cause, whether similar or dissimilar to the
foregoing beyond the control of the performing party which affects the
performance of that party.  Neither
party shall be liable to the other , in damages or otherwise for any such
excusable delays. Landlord shall not be deemed in default hereunder, for any
failure, suspension, stoppage or interruption of any public utility services,
air conditioning or elevator service, caused by repairs, replacements, riots,
strikes, labor disputes, fire explosion, earthquake, floods, rain storms, war,
insurrection failure of any public utility to furnish service for any reason
whatsoever (including, but not limited to any rationing or reduction in service
due to any Energy or Natural Resource Conservation Act or Agency, or any
Environmental Protection Act or Agency, or any other similar or dissimilar act,
statute, ordinance, regulation or directive of any federal, state, county,
municipality, or any other governmental or quasi-governmental agency, or of any
public utility or any other public or private agency or entity vested with the
power to curtail service as a means of conserving or controlling the
consumption of water, gas, electricity or any other utility, or any other
energy or energy product, or natural resource, or any product or service), act
of God, accidents or any other similar or dissimilar causes beyond the
reasonable control of Landlord; nor shall such failure or reduction constitute
an eviction.  There shall be no
abatements of rent by reason of any such failure or reduction.


 


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


 


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


 

















 


this Lease does not include all
such period.


 


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


 


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


 


37.  


 


38.  CONDITION OF THE PREMISES.  Tenant agrees that the demised premises are
being leased in an “as is” condition and Landlord is not obligated to perform
any work of any kind to prepare the premises for Tenant’s occupancy.  The area of the leased premises is based
upon the rentable area, which includes Tenant’s proportionate share of the public
elevator lobby, toilet rooms, corridors and other public areas on the floor on
which the demised premises are located. 
A lease of a full floor includes the entire public area on the
floor.  Landlord shall provide Tenant
with an allowance of $25,000.00 to be used by Tenant in connection with
Tenant’s remodeling and rennovation work contemplated to be undertaken by
Tenant, at Tenant’s sole cost and expense and in accordance with Article 7 of
this Lease, and including the building safety systems and the public restrooms.


 


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


 


WARNING: 
THE BUILDING CONTAINS ASBESTOS


A CHEMICAL KNOWN TO THE STATE OF


CALIFORNIA TO CAUSE CANCER.


 


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


 

















 


 


This lease consists of    thirty
nine (39)
Articles consecutively numbered.


 


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


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


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


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


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


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


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


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


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


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


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


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


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


 


	
  LANDLORD:

  	
  TENANT:

  
	
  CITINATIONAL-BUCKEYE
  BUILDING CO.,

  	
  CITY NATIONAL BANK

  
	
  a California limited partnership

  	
  a national banking association

  
	
  By:  OLIVE-SIXTH BUCKEYE CO.,
  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Bram Goldsmith, General Partner

  	
   

  
						



 

















 


[GRAPHIC]


 


	
   

  	
  EXHIBIT “A”

  	
   

  	
  606 Olive Street

  
	
   

  	
   

  	
   

  	
  Los Angeles, CA.

  
	
   

  	
   

  	
   

  	
  STEVENSON SYSTEMS INC.

  	
  [LOGO]

  
	
   

  	
   

  	
   

  	
  CNB