FIRST LEASE ADDENDUM

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

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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.”

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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.

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

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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 5 th         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 2 nd  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,