with copy to General Counsel
Landlord:
ARE-Nexus Centre II, LLC
385 East Colorado Boulevard, Suite 299
Pasadena, California 91101
Attn: Corporate Secretary
8.
LIMITATION OF PERSONAL LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN THE LEASE, IF LENDER OR
ANY PURCHASER ACQUIRES TITLE TO THE PROPERTY, LENDER OR PURCHASER SHALL HAVE NO
OBLIGATION, NOR INCUR ANY LIABILITY, BEYOND THE INTEREST, IF ANY, OF LENDER OR
PURCHASER IN THE PROPERTY (INCLUDING ANY PROCEEDS FROM THE OPERATION OR LEASE
THEREOF, OR ANY SALE OR CONDEMNATION, AND ANY INSURANCE PROCEEDS PAYABLE IN
RESPECT OF LENDER'S OR PURCHASER'S, AS THE CASE MAY BE, INTEREST IN THE PROPERTY
OR IN CONNECTION WITH ANY SUCH LOSS) AND UPON ANY SUBSEQUENT SALE OR TRANSFER OF
THE PROPERTY BY LENDER OR ANY PURCHASER, LENDER AND SUCH PURCHASER SHALL BE
RELEASED FROM ANY AND ALL FURTHER DUTIES, LIABILITIES OR OBLIGATIONS TO TENANT,
ITS SUCCESSORS OR ASSIGNS ARISING OR ACCRUING UNDER THE LEASE FROM AND AFTER THE
DATE OF SUCH SALE OR TRANSFER.
BY EXECUTING THIS AGREEMENT, LANDLORD
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NOTHING CONTAINED IN THIS SECTION 8
SHALL IMPAIR, LIMIT, AFFECT, LESSEN, ABROGATE OR OTHERWISE MODIFY THE
OBLIGATIONS OF LANDLORD TO TENANT UNDER THE LEASE.
9.
BINDING EFFECT.
THE TERMS, COVENANTS
AND CONDITIONS HEREOF SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
PARTIES HERETO, AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS,
SUCCESSORS AND ASSIGNS.
10.
MODIFICATION.
THIS AGREEMENT MAY NOT BE
MODIFIED ORALLY OR IN A MANNER OTHER THAN BY AN AGREEMENT SIGNED BY THE PARTIES
HERETO OR THEIR RESPECTIVE SUCCESSORS IN INTEREST.
11.
CHOICE OF LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE INTERNAL LAW (AND NOT THE LAW OF CONFLICTS) OF THE STATE IN
WHICH THE PROPERTY IS LOCATED.
12.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS WHICH, WHEN TAKEN TOGETHER, SHALL
CONSTITUTE ONE AND THE SAME ORIGINAL.
13.
DEFINITIONS.
AS USED HEREIN, THE FOLLOWING
CAPITALIZED TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY
SPECIFIED PERSON, ANY OTHER PERSON CONTROLLING OR CONTROLLED BY OR UNDER COMMON
CONTROL WITH SUCH SPECIFIED PERSON.
5
(B)
"CONTROL" MEANS, AS TO ANY PERSON, THE POWER
TO DIRECT THE MANAGEMENT AND POLICIES OF SUCH PERSON, DIRECTLY OR INDIRECTLY,
WHETHER THROUGH OWNERSHIP OF A MAJORITY OF VOTING RIGHTS OR OTHER BENEFICIAL
INTEREST, BY CONTRACT OR OTHERWISE.
"CONTROLLING" AND "CONTROLLED" HAVE
MEANINGS CORRELATIVE TO THE FOREGOING.
(C)
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION,
LIMITED LIABILITY COMPANY, PARTNERSHIP, JOINT VENTURE, ESTATE, ASSOCIATION,
JOINT STOCK COMPANY, TRUST, UNINCORPORATED ORGANIZATION, OR GOVERNMENT OR ANY
AGENCY OR POLITICAL SUBDIVISION THEREOF AND ANY FIDUCIARY ACTING IN SUCH
CAPACITY ON BEHALF OF ANY OF THE FOREGOING.
[Remainder of Page Intentionally Left Blank.]
6
WITNESS the due execution of this instrument by the parties hereto the day and
year first above written.
LENDER:
By:
PACIFIC LIFE INSURANCE COMPANY,
a Nebraska corporation
By:
/s/ Jennifer L. Portnoff
Name:
Jennifer L. Portnoff
Title:
Vice President
By:
/s/ John Waldeck
Name:
John Waldeck
Title:
Assistant Secretary
[Signatures continue on the