eTrade 2000 Annual Report Download - page 181

testing, performing all cleanup, removal and remediation work required with respect to those Hazardous Materials, complying with all
closure requirements and post-closure monitoring, and filing all required reports or plans. All of the foregoing work shall be performed
in a good, safe and workmanlike manner by consultants qualified and licensed to undertake such work and in a manner that will not
unreasonably interfere with any other tenants’ quiet enjoyment of the Building, Phase and/or Project or Landlord’ s use, operation,
leasing and sale of the Project or any portion thereof. Tenant shall deliver to Landlord, prior to delivery to any governmental agency,
or promptly after receipt from any governmental agency, copies of all permits, manifests, closure or remedial action plans, notices and
all other documents relating to Tenant’ s use, installation, handling, generation, storage, disposal, discharge, release, abatement or
transport of any of Hazardous Materials on or about the Premises, Building, Phase or Project. If any lien attaches to the Premises,
Building, Phase or Project in connection with or as a result of Tenant’ s use, installation, handling, generation, storage, disposal,
discharge, release, abatement or transport of any Hazardous Materials, and Tenant does not cause the same to be released, by payment,
bonding or otherwise, within ten (10) days after the attachment thereof, Landlord shall have the right, but not the obligation, to cause
the lien to be released and any sums expended by Landlo rd in connection therewith shall be payable by Tenant on demand.
11.4. Landlord’s Rights. Landlord shall have the right, but not the obligation, to enter the Premises upon forty-eight (48) hours,
prior written notice to Tenant, except in instances in which Landlord, in its reasonable discretion, deems an emergency or a breach by
Tenant of the terms and conditions of this Section 11 to exist in which no prior notice shall be required, (i) to confirm Tenant’ s
compliance with the provisions of this Section 11, and (ii) to perform Tenant’ s obligations under this Section 11 if Tenant has failed to
do so or commence to do so within five (5) days after written notice to Tenant. Landlord shall also have the right to engage qualified
Hazardous Materials consultants to inspect the Premises, Building, Phase and/or Project and review Tenant’ s use, installation,
handling, generation, storage, disposal, discharge, release, abatement or transport of any Hazardous Materials, inclu ding review of all
permits, reports, plans and other documents, the costs of which shall be reimbursed by Tenant to Landlord on demand. Tenant shall
pay to Landlord on demand the all costs incurred by Landlord in performing Tenant’ s obligations under this Section 11. Landlord shall
not be responsible for any interference caused by Landlord’ s entry on the Premises.
11.5. Tenant’s Indemnification. Tenant agrees to indemnify, protect and defend with counsel acceptable to Landlord and hold
harmless Landlord, its partners or members, and its or their partners, members, directors, officers, shareholders, employees and agents
from all Environmental Losses and all other claims, actions, losses, damages, liabilities, costs and expenses of every kind, including
attorneys’ , experts’ and consultants’ fees and costs, that are incurred at any time and arising from or in connection with Tenant’ s use,
installation, handling, generation, storage, disposal, discharge, release, abatement or transport of any Hazardous Materials at or about
the Premises, Building, Phase and Project, or Tenant’ s failure to comply in full with all Environmental Requirements with respect to
the Premises, Building, Phase and Project.
12. DAMAGE AND DESTRUCTION
12.1. Obligation to Rebuild.
12.2. Right to Terminate. Landlord shall have the option to terminate this Lease if the Premises or the Building is destroyed or
damaged by fire or other casualty, regardless of whether the casualty is insured against under this Lease, if Landlord reasonably
determines that (i) there are insufficient insurance proceeds to pay all of the costs of the repair or restoration or (ii) the repair or
restoration of the cannot be completed within days after the date of the casualty. If Landlord elects to exercise the right to terminate
this Lease as a result of a casualty, Landlord shall exercise the right by giving Tenant written notice of its election to terminate this
Lease within forty-five (45) days after the date of the casualty, in which event this Lease shall terminate fifteen (15) days after the date
of the notice .
12.3. Limited Obligation to Repair. Landlord’ s obligation, should Landlord elect or be obligated to repair or rebuild, shall be
limited to the shell of the Building and any tenant improvements owned by Landlord. Tenant, at its sole cost and expense, shall replace
or fully repair all trade fixtures and equipment owned by Tenant in the Premises and all improvements, additions and alterations
constructed by or at the request of Tenant in the Premises (other than any tenant improvements owned by Landlord) and existing at the
time of the damage or destruction.
12.4. Abatement of Rent. In the event of any damage or destruction to the Premises that is not caused by Tenant’ s negligence or the
negligence of Tenant’ s agents, employees or invitees, the Base Rent shall be temporarily abated proportionately to the degree the
Premises are rendered untenantable as a result of the damage or destruction, but only to the extent of any proceeds received by
Landlord from rental abatement insurance. Such abatement shall commence on the date of the damage or destruction and continue
through the period required by Landlord to substantially complete the repair and restoration of the Premises or until such time as the
Premises are tenantable for the operation of Tenant’ s business, whichever is earlier. Except for the rent abatement provided above,
Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the Premises, damage to Tenant’ s p
ersonal property or any inconvenience occasioned by any damage, repair or restoration.
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