|
EXHIBIT 1D
<br />time. All dire at and indirect costs re Intin g 10 ally modifications, alteralons at Improvements or the Project at- the Building, whet at, outside or lnslda
<br />of the Premises, required by any governments? agency or by Law as a condition m• as the result of any Alteration requested or effected by Tenant
<br />shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, aRelulions or Improvements (al Tenant's
<br />sole cost and expense) or require such performance directly by Tenant,
<br />10.3 ierformance of Alterations Work, All walk relating to all Alterations (otter than the inklid Tenant Improvements, which will
<br />be perforated by Landlord In accordance with the Work Letter) shall he performed by Tenant at Tenant's sole cost and expense and shall be
<br />prosecuted to completion in a diligent, first class manner (and se ns not to Interfere with any otter tenants or occupants of the Project), and in
<br />compliance with ally plans and specifootions therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all
<br />applicable Laws, and the requirements of all carriers of insurance cm the Premises, Building and Project, the Board of Underwriters, Fire Rating
<br />Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with die making of any Alleviations, and
<br />Tenant small not modify or after any improvements or components of the Building or the Project oulelde ortlta Promises. Upon completion of any
<br />Alterations (other than Ponnitted Alterations), Tenant shall deliverto the Building management office, within thirty (30) days following completion
<br />of the Alterations, a reproducible copy orlhe "as built" drawings of Ilse Alterations together with a CAT) file of the "as built" documents of the
<br />Alterations (current version of AutoCad).
<br />10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Promises. Tenant shall keep
<br />Landlord, the Premises, the Project and Tenant's leasehold Interest free Ibom all Encumbrances, Including, without limitation, any of the same
<br />relating to the Alterations or any other work performed for, materials famished to at- obligations Incurred by Tenant, and Tenant shall Indemnify,
<br />defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances.
<br />Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notices Tenant in writing that any such
<br />lien, stop notice, claim or encumbrance has been riled, Tenant shall give Landlord not less than five (5) business days' prior written notice before
<br />commencing any Alterations fit or nbout die Premises to permit Landlord to post apprapriatenoticesofnmrresponslbility.
<br />10.5 Removal and Rastarntinn, All Alterations (and the Tenant improvements) shall become a pan of the Premises and shall
<br />become die property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may
<br />require Tenant to remove some or all of the Leasehold Improvements (other than oily Leasehold Improvements dint existed lit the Building as of the
<br />Effective bate), in which event, prior to the date of expiration or tannina6on of this Lease, Tenant shall remove the Leasehold Improvements
<br />designated by Lnndlord to be so removed, and shall restore, patch and repair any resulting damage to ilia Premises, Building and Project, all at
<br />Tenant's sole expense. All Tenant's Personal Property owned or Installed by Tenant or any other Tenant Party In the Premises shall be and remain
<br />the property of Tenant (or the applicable Tenant Pliny), and upon the expiration or earlier termination of this Lease, Toman shall, et Its sole expense,
<br />remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or
<br />repair such damage promptly after the expiration or earlier termination of this lease, Tenant (or the applicable Tenant Party) shall be deemed to hnve
<br />abandoned the smile, In which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon door rind),
<br />or opproprinte the some for itself, and/or sell the same in its discretion, with no liability to Tenant (or ilia applicable Tenant Party).
<br />ARTICLE 11-TRA[d[5MS
<br />11.1 Resn•ictlo l Permitted Subleases
<br />ILIA Restriction. Except as provided in Sectlon. 11.1.2 below, Tenant shall not, either involuntarily or voluntarily or by
<br />operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11A below.
<br />Any Traveler In'vieintiou of the provisions of this Article I I shall be null slid void. Notwithstanding anything contained in this Article 1 I to the
<br />contrary, Tenant expressly covenants and agrees not to enter Into any lease, sublease, license, concession or other agreement for use, occuponcy, or
<br />utilization of the Premises which provides for rental or other payment for such use, ooarpancy nr utilization based In whole at' In pan on the net
<br />income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, sublease, license,
<br />concession or other agreement shall be absolutely void,
<br />11.1.2 Permitted Subleases, Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior.
<br />written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Guvernmental Entities.
<br />Landlord shall cooperate with Tenant's efbrts to consummate any such subleases to oily such Approved Governmental Entitles, including, withatn
<br />limitation, In connection with any proposed Approved sublease to any Approved Gonromental Entity, by using commercially reasonable efforts to
<br />comply with the State Requirements specified in .x it " "attached hercla, Any sublease permitted without the consent of Landlord under file
<br />Section 1I.12 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth )n edinn 2, Section 113,
<br />Section 11.4. Section 11.5, or Section 115 below
<br />11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then T'ermnt shall submit to
<br />Landlord; (a) a Proposed Transfer Notice lit least twenty (20) business days (and not more than one hundred eighty (190) days) prior to the enective
<br />dine of the proposed Transfer, slid (b) four (4) originals of the proposed assignment or sublease or otter Transfer document oil a Pam approved by
<br />Landlord and fbur(4) originals of ilia Lli laN's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant still
<br />the proposed Transferee, I Tenant road l lies tiny of the materinI terms and condI flons relevant to a proposed Transfr speclaed in the Transfer
<br />Notice, Tenant shall rosubruh such 'transfer Notice to Landlord for Its consent, Following delivery of n Transfer Notice, Tenant shall additionally
<br />Provide such other information or materials with respect to the proposed Transfer and/or Transferee ns Landlord may reasonably request. including.
<br />withatn limitation, credit reports, business plans, operating history, bank and character references,
<br />11.3 L.nndlardIs Re tit nitu•e Rj-Ilia. At any lime within twenty (20) business days after Landlord's ieeetill of all of the infnrowtinn
<br />and documents described lit Section 11.2, landlord may, at its option, 111 its sole and abaolute discrattan. by written notice to Tenant elect fin: (a) in
<br />Ilse case of it proposed sublease, sublease the Premises m• lie pmdion thereof proposed to be sublet by Truant upon the same terms as ruse atrertd to
<br />the proposed sobtananq (b) in the case arc proposed assignment, take an oldie llem of Mils Lease upon the same terms as Chose offered to die
<br />80111,0vre feareror-Ctry ofSeatu bra Leare •Io-
<br />80A-338
<br />
|