|
EXHIBIT 1D
<br />C'asunity Damage, (ii) the 4lolder of any Security Instrument requires any Insurance proceeds with respect to such Casualty Damage to be applied to
<br />the outstanding balance cribs obligation secured by such Security Insfrvmenl, (111) die cost of the Restoration is not fully covered by Insurance
<br />Proceeds Available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement orRent under this
<br />Section 131 far a period of lime lu excess of thirty-three percent (33°%) of tine remainder of Ohs Term, or (v) such Casualty oceuls during the lost
<br />eighteen (18) months ol'Ihc Term (disregarding Extension Terms, If any). Swell right oetermination shall be exercisable by Landlord by delivery or
<br />wrilteu notice to Tenant ill any time following die Casually until sixty (60) days following the Inter of. (A) delivery of Ole Damage Notice or (B)
<br />Landlord's discovery or determination crony of the events described in clauses (1) through (v) of Ona preceding sentence, and shall be effective upon
<br />delivery Grand) notice of lerminntion (or ifTennnl has not vacated Ole Promises, thirty (30) days tliereniler),
<br />13,1.3 Welvec. Landlord and Tenant agree that the provisions of this 3eglon 13 I and die remaining provisions orthis Lease
<br />shall exclusively govem the rights and obligations of pie parties with respect to any and All damage to, or destruction of, ell or any portion orthe
<br />Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights
<br />inconsistent herewith, whether now or hereinafter in effect (including, widmul limitation, Sections 1932(2) and 1933(4)•aFthe California Civil Code,
<br />as amended from time to time).
<br />13.2 Tak rv, If the whole or a material portion of Ole Premises, the Building or the Project shall be taken under the power oreminenl
<br />domain, or sold to prevent the exercise thereor(coilectively, a "Taking"), this Lease Shall automatically terminate as of pre earlier of the date of
<br />transfer or title resulting from such Taking or die date of transfer aFpossession resulting from such Taking (the "Tatting pate'), In the event ore
<br />Taking ofsuch portion at' tile Project, the Building or die Premises as shali, in the opinion of Landlord, substantially interfere with Landlord's
<br />operaOou thereof, Landlord may terminate Oils Laass upon thirty (30) days written notice to Tenant given Al any time within sixty (60) days
<br />following the Taking Date. If a portion of the Premises is so,taken and this Lease is not terminated; (a) Landlord shall, with reasonable diligence
<br />and at Landlord's cost (to the extent ortlre com ealagdon award received by Landlord), proceed to restore (to the extent permitted by Laws and
<br />covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold
<br />Improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be
<br />reduced proportionately based on the portion of the Premises so taken. Except as expressly provided otherwise fit this Sectltfil 132, pie entire award
<br />for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently
<br />pursue A separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking
<br />(bid Tenant shall not otherwise assert any claim against Landlord or Its condemning Authority). No Taking or any portion or the Premises, the
<br />Building or die Prglect (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate
<br />this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award fro• mix such
<br />Temporary Taking shall belong to Tenant, but only to the extent that the Award applies to any time period during the Term of Oils Lease. This
<br />Section 111 shall be Tenant's sate and exclusive remedy In else event of a Taking. Each party hereby waives the provlslons of Sections 1265,130
<br />and 1205.150 o rthe California Code of Civil Procedure And the provisions o rnny successor or other law of like import
<br />ABJICLE 14—TNDE 1 L1LT.CtkTT0N AND INSURANCE
<br />14•I VYniver of L,inbility and lndamnificnfi n. Except to the extent expressly provided to the contrary herein, Tenant hereby waives
<br />All claims and causes of aofion against Landlord and all of tine other Lnndlon! Parties for any damage to persons or property (including, without
<br />including,
<br />loss of profits end intangible property) hi any way relating to Tenant's use and occi puncy of tilt Premises from any cause whatsoever,
<br />induturlo am, iviw1thout limilfltion lire, explosion, failing plaster, steam, gas, air contaminants or emissions, electricity, electrical orelectronic emanations
<br />ur el orbaucc, water, rain or snow or Jenks frail any part Oro Building or iiom the pipes, appliances, equipment or plumbing works or from the roof,
<br />sweet or harmless urrac
<br />or from any ether place ar caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and
<br />hold hannlcss Landlord Anti each of the Lnndlord PerRes from and against any and all Claims that arise out of, are occasioned by or are in any way
<br />attributable to: (a) the use m• Gucnpaucy of rho Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant
<br />Party, (u) any dcraule of this Lcusc by Tennnl, or (d) pay litign(ioa Gr other proceedings between Tenant and any t Ord party; provided that Tenant
<br />shall not be required to so indemnify, defend of hold Landlord or any of nha other Landlord Parties harmless to the extent that any Such Claims arise
<br />out or the gross negligence or wl Ilfhf misconduol of Lnn dlord, its agents or employees,
<br />14.2 Insurance. At all times during the Tan of this Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance
<br />policies described in Exhibit " ", attached herato and (b) otterwise comply with each and all of Ole obligations and requirements set fords In Exhibit
<br />"C". Landlord mnkes no representation that the insurance coverage specified to he carried by Tenant pursuant to this Ee. )hilt •,0" is adequate to
<br />protect Tenam against Tenant's undertakings under the terms oflhis Lease or otherwise, anti Wrialant believes that such insurance coverage required
<br />and or Ibis Lease is insu Idcicnt, At its usvri expense, Tenantshall providasuch additional insurance as Tenant tissues adcquntc,
<br />1.1.3 Wail Ar ()I'Suhrogn•tit) n, Notwithstanding any provision of Isis Article 14 to the conusry, Landlord and Tenant intend dint their
<br />respective properly damage loss risks shall be borne by their respective instuancc carriers to the extent or the property damage insurance that Cecil of
<br />Landlord mad Tenant are required to carry under Exhibit" ", and except as expressly provided otherwise In 0119 Lease, in the event of s property
<br />loss. each of Landlord and'fenatt hereby agree to look solely to, slid seek recovery only Ihml, their respective property damage insurance carriers to
<br />the extent thin such property loss is 01'n type that is covered by the property dnntage Insurance it is required 10 Ctmy under LNIfibiL • D", As long as
<br />such waivers of wbrogrnion ere mosonably avanithic, Aneh orthc parties hereto hereby wolves all ol'ils rights wild claims Against each of the other
<br />parties hereto ('or such losses. and prm•lded such waiver of subrogation shall not affect the right of such party as the insured under its property
<br />damage policy for policies) to recover thercuudoe, waives all orlhe rights ufsubrugation or its property damage insurers. Tile parties hereto Further
<br />agree that, so 10n9 as uo motorist additional pinniturse is charged lhervlore, their respective property insurance policies Arc none, or shall be, endorsed
<br />such that the 01regoing waiver orsubrogution shall not affect the right of the Insured to recover dmlrunder.
<br />ARTICLE 15—EVENTS OF DEFAI A'I' trND REM CDlrS
<br />15J 4\eats or Dora tit nv Tinuitll. The ocourrencc ur Any nl'OIL lollowing shall constitute a material default wad branch or This
<br />Lassa hp Tenant (nil "Event of Defnult-):
<br />&)I W'C[uly ("coat Dr- (7ry-UJ'Snnb� 4ttn Lrrurr . t }.
<br />80A-341
<br />
|