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EXHIBIT 10(XI)
SUBLEASE
(180 Xxxxxxxxxx Street, San Francisco)
THIS SUBLEASE, made as of November 1, 1993, by and between BANK OF THE
WEST, a California corporation ("Sublandlord"), and BANQUE NATIONALE DE PARIS, a
French corporation ("Subtenant"),
W I T N E S S E T H:
Recital of Facts:
A. One Eighty Montgomery, Ltd., a California limited partnership
("Landlord"), as landlord, and Sublandlord, as tenant, entered into the
Commercial Office Lease (the "Master Lease") dated December 22, 1993. Words
defined in the Master Lease have the same meanings when used in this Sublease.
B. The Premises under the Master Lease comprises the basement vault, the
first floor, the second floor, the third floor (the "Third Floor Space"), the
fourth floor (the "Fourth Floor Space") and the twenty-fifth floor in the
Building located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx. The Third
Floor Space and the Fourth Floor Space are collectively the "Subleased Space."
According to Section 43 of the Master Lease, the Premises comprises forty-eight
thousand three hundred eighty-two (48,382) square feet and the Subleased Space
comprises thirty thousand three hundred ninety-six (30,396) square feet, which
is sixty-two and eight-tenths percent (62.8%) of the Premises. As used in this
Sublease, "Subtenant's Percentage Share" shall mean sixty-two and eight-tenths
percent (62.8%). The term of the Master Lease commences on November 1, 1993, and
expires on October 31, 2003.
C. Sublandlord and Subtenant agreed at the time the Master Lease was
entered into that Subtenant would sublease the Subleased Space from Sublandlord
and on the basis reflected in this Sublease, and now desire to formally confirm
such agreement.
NOW, THEREFORE, in consideration of the covenants in this Sublease,
Sublandlord and Subtenant agree as follows:
1. Subleased Space. Sublandlord hereby leases to Subtenant, and
Subtenant hereby leases from Sublandlord, the Subleased Space for the term and
on the covenants set forth in this Sublease, to each and all of which
Sublandlord and Subtenant agree.
2. Term. The term of this Sublease shall commence on November 1, 1993,
and, unless sooner terminated as hereinafter provided, shall end on October 31,
2003.
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3. Improvements. Subtenant shall accept the Subleased Space in its "as
is" condition on the commencement date. Sublandlord shall have no obligation to
construct or install any improvements in the Subleased Space for Subtenant.
4. Rent. Subtenant shall pay to Sublandlord, as rent for the Subleased
Space, during the entire term of this Sublease, the following:
(a) Subtenant shall pay to Sublandlord, as base rent, the amount
of forty-four thousand nine hundred ninety-two and sixty-nine hundredths
dollars ($44,992.69) per month. Subtenant shall pay such amounts in
advance on November 1, 1993, and on the first day of each successive
month thereafter during the term of this Sublease.
(b) Subtenant shall pay to Sublandlord, as additional rent, (i)
Subtenant's Percentage Share of the increases in Operating Expenses
excluding janitorial and security service expenses payable by
Sublandlord to Landlord pursuant to Section 3(b) of the Master Lease,
(ii) sixty-six and one-tenth percent (66.1%) of the increases in
janitorial and security services expenses payable by Sublandlord to
Landlord pursuant Section 3(b) of the Master Lease, and (iii)
Subtenant's Percentage Share of the increases in Property Taxes payable
by Sublandlord to Landlord pursuant to Section 3(c) of the Master Lease.
Subtenant shall pay such additional rent to Sublandlord at the times and
in the manner that Sublandlord is obligated to pay the additional rent
provided under Sections 3(b) and 3(c) of the Master Lease to Landlord in
accordance with the procedures set forth in Section 3(d) of the Master
Lease.
(c) All amounts of money payable by Subtenant to Sublandlord in
accordance with this Sublease shall constitute "rent." Subtenant shall
pay all rent to Sublandlord at such address as Sublandlord may from time
to time designate in a written notice to Subtenant.
5. Master Lease. This Sublease is subject to the Master Lease. A copy of
the Master Lease is attached to this Sublease. The Master Lease is incorporated
in and made a part of this Sublease and, during the term of this Sublease, the
Master Lease shall apply to Sublandlord, Subtenant and the Subleased Space under
this Sublease, except for the following provisions of the Master Lease, which
are excluded from this Sublease: Sections 1, 2, 3(a), 3(b), 3(c), 3(d), 33, 38,
39, 40, 41, 42, 43, 44, 46, 48 (except to the extent the rent payable by
Sublandlord to Landlord is abated), 49 and 50. Insofar as the Master Lease is
incorporated in this Sublease, references to Landlord in the Master Lease shall
mean Sublandlord under this Sublease, references to Tenant in the Master Lease
shall mean Subtenant under this Sublease, and references to the Premises in the
Master Lease shall mean the Subleased Space under this Sublease. During the term
of this Sublease, Subtenant assumes and agrees to pay, perform and discharge all
of the obligations of Sublandlord as Tenant under the Master Lease to the full
extent that such obligations are incorporated in this Sublease. During the term
of this Sublease, Subtenant shall be bound by all of the
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covenants in the Master Lease that are incorporated in this Sublease and
Subtenant shall not commit or permit to be committed any act or omission that
will breach or violate any such covenant. In all provisions of the Master Lease
incorporated in this Sublease requiring the approval or consent of Landlord,
Subtenant shall obtain the approval or consent of both Sublandlord and Landlord.
In all provisions of the Master Lease incorporated in this Sublease requiring
Tenant to submit, exhibit to, supply or provide Landlord with evidence,
certificates or any other matter or thing, Subtenant shall submit, exhibit to,
supply or provide, as the case may be, the same to both Sublandlord and
Landlord.
6. Subtenant's Obligations. Subtenant agrees that all obligations of
Sublandlord as Tenant under the Master Lease incorporated in this Sublease shall
be performed by Subtenant at Subtenant's cost, and Subtenant's obligations shall
run to Sublandlord. Subtenant agrees to indemnify and defend Sublandlord against
and hold Sublandlord harmless from any and all claims, damages, losses, expenses
and liabilities (including reasonable attorneys' fees) incurred as a result of
the nonperformance or nonpayment of any of Sublandlord's obligations as Tenant
under the Master Lease which, as a result of this Sublease, are an obligation of
Subtenant. Subtenant shall not do, nor permit to be done, any act or thing which
is, or with notice or the passage of time would be, a default under this
Sublease or the Master Lease.
7. Sublandlord's Obligations. Sublandlord agrees that Subtenant shall be
entitled to receive all services to be provided by Landlord to Sublandlord under
the Master Lease and the benefit of all covenants of Landlord under the Master
Lease insofar as such services and covenants apply to the Subleased Space.
Subtenant shall look solely to Landlord for all such services and benefits and
shall not, under any circumstances, require Sublandlord to perform any of such
services or covenants, nor shall Subtenant make any claim upon Sublandlord for
any damages which may arise by reason of Landlord's default under the Master
Lease. Sublandlord shall take all reasonable action to obtain the performance of
Landlord's obligations under, and the furnishing of services by Landlord
pursuant to, the Master Lease, and, upon request by Subtenant and at Subtenant's
sole cost, Sublandlord shall diligently seek to enforce the obligations of
Landlord under the Master Lease. Any condition resulting from a default by
Landlord shall not constitute, as between Sublandlord and Subtenant, an
eviction, actual or constructive, of Subtenant, and no such default shall excuse
Subtenant from the performance of any obligations of Subtenant under this
Sublease or entitle Subtenant to receive any reduction in or abatement of the
rent. In furtherance of the foregoing, Subtenant does hereby waive any cause of
action and any right to bring any action against Sublandlord by reason of any
act or omission of Landlord under the Master Lease other than an action relating
to Sublandlord's failure, after notice from Subtenant and at Subtenant's sole
cost, to diligently seek to enforce Landlord's obligations under the Master
Lease. Sublandlord shall not do any act or thing which constitutes a default by
Sublandlord as Tenant under the Master Lease. Sublandlord agrees to indemnify
and defend Subtenant against and hold Subtenant harmless from any and all
claims, damages, losses, expenses and liabilities (including reasonable
attorneys' fees) incurred as a result of any breach by Sublandlord of its
obligations as Tenant under the Master Lease except obligations that are assumed
by Subtenant under this Sublease.
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8. Notices. All notices under this Sublease shall be properly given only
if made in writing and either mailed by certified mail, postage prepaid, return
receipt requested, or delivered by hand (including messenger or nationally
recognized air express service, which regularly maintains records of items
delivered) to the party at the address set forth in this paragraph or such other
address as such party may designate by notice to the other parties. Such notices
shall be effective on the date of delivery to the address of the party. If any
such notice is not delivered or cannot be delivered because the receiving party
changed the address of the receiving party and did not previously give notice of
such change to the sending party, or due to a refusal to accept the notice by
the receiving party, such notice shall be effective on the date delivery is
attempted. Any notice under this Agreement may be given on behalf of a party by
the attorney for such party.
(a) The address of Sublandlord is
Bank of the West
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: President
(b) The address of Subtenant is
Banque Nationale de Paris
San Xxxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: General Manager
9. Attorneys' Fees. If there is any legal action or proceeding between
Sublandlord and Subtenant arising from or based on this Sublease or to enforce
this Sublease, the unsuccessful party to such action or proceeding shall pay to
the prevailing party all costs and expenses, including reasonable attorneys'
fees and disbursements, incurred by such prevailing party in such action or
proceeding and in any appeal in connection therewith. If such prevailing party
recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorneys' fees and disbursements shall be included in and as a
part of such judgment.
10. Miscellaneous. This Sublease shall benefit and bind Sublandlord and
Subtenant and their respective successors and assigns. Time is of the essence of
this Sublease. This Sublease may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one and the same
Sublease. This Sublease may not be amended or modified except by a written
agreement signed by Sublandlord and Subtenant. This Sublease constitutes the
entire and integrated agreement between Sublandlord and Subtenant relating to
the Subleased Space as set forth in this Sublease and
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supersedes all prior agreements, understandings, offers and negotiations, oral
or written, with respect to the Subleased Space.
IN WITNESS WHEREOF, Sublandlord and Subtenant have executed and
delivered this Sublease on October __, 1998, confirming the agreement of the
parties hereto previously made effective as of the date first hereinabove
written.
BANK OF THE WEST, a California
corporation
By /s/ XXXXXX XXXXXXX
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Title Vice President
By /s/ XXXXX XXXXXX
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Title Vice President
BANQUE NATIONALE DE PARIS, a
French corporation
By /s/ XXXXXX XXXX
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Title Vice President - Operations &
Administration
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