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Casualty Damage, (ti) the Holder of any security Instrument requires any Insurance proceeds with respect to such Casualty Damage to be applied to
<br />the outstanding balance of the obligation secured by such Seourity, Inshvmenf, (ill) the cost of the Restoration is not fully covered by Insurance
<br />proceeds available to Landlord and/or payments received by Landlord from tumults, IN) Tenant shall be entitled to ail abatement or Rent under this
<br />29clio 1113, 1 for a period of time It "Cass of thirty-three percent (33%) of title remainder of the Term, or (v) such Casualty occurs during the lest
<br />eighteen (IS) months of the Term (disregarding Extension Terms, Irany). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant at any time rollOwing die Casualty until sixty (60) days following the later of. (A) delivery of true Damage Notice or (B)
<br />Landlord's discovery ordetermfnntlon of any oflhe events described In clauses (i) through (w) oflhe preceding sentence, and shall be effective upon
<br />delivery of such notice of lerminntion (or ifTeannt has not vacated die Premises, thlrly (30) days dnerenfer).
<br />13.13 N4dver. Landlord and Tenant agree that die provisions artists Section 13,1 and the remaining provisions orthis Lease
<br />shall exclusively govern the rights and obligations of die parties with respect to any and all damage to, or destruction of, all or oily portion orthe
<br />Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law slid statutory rights
<br />Inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4)'of file Califumia Civil Code,
<br />as amended from time to time).
<br />1312 Ta_ king, If the whole or a material portion of 1 he leremises, Ilia Building or the Project shall be taken under the power of eminent
<br />domain, 01• sold to prevent the exercise thereor(collectiveiy, a "Tutting"), this Lease shall automatically terminate as of Ole earlier of the date of
<br />transfer ortitle resulting from such Taking or the date of transfer of possession resulting G-om such Taking (the "Tatting pate"). in the event Ora
<br />Taking orsueh portion ill' the Project, the Building or the Premises as shall, In the opinion of Landlord, substantially interfere with Landlord's
<br />operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />following the Taking Dale. If a portion orthe 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 orthe condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and
<br />covenants, conditions and restrictions tile" applicable 10 the Project) the Premises (o(hor dman Tenant's Personal Property and Leasehold
<br />Improvements that are not Consistent with duel Building Standards) to a complete, funotoning 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 in this Section 13.2 the entire award
<br />for any Taking shall belong to Landlord (without deduction for oily 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 casts directly associated with the Taking
<br />(bill Tennel shall not otherwise assert any claim against Landlord or the condemning authority). No Taking of Any portion of die Premises, the
<br />Building or the Project (or any portion thereof) for a period orless 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 for any such
<br />Temporary Taking shall belong to Tenant, but only to the extent dint the award applies to any time period during the Term of this Lease. This
<br />Sce4on 132 shall be TonanCs sale and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.170
<br />and 1205.150 of the Califumin Code of Civil Prcedu a And die provisions of any successor orotter lower like Import.'
<br />ARTICLE 14-17NDE7YINiFTCATTON AND INSURANCE
<br />14.1 Waiver of 1 inhility and lnlemryjnfloa Exceptto the extent expressly provided to the contrary herein, Tenanlhereby waives
<br />all claims And causes of action against Landlord and all or the other Landlord Parties for any damage to persons or property (including, without
<br />limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy orthe Premises from any cause whatsoever,
<br />including, without limitation tire, explosion, fall Ing plaster, a team, gas, air contaminants oremissions, electricity, electrical or elecaonicenumotlons
<br />ordisturbnuce, water, rain or snow or leaks from any part the Building or tivm die pipes, appliances, equipment or plumbing works or from the roof,
<br />street or subsurface or from any other place or caused by dampness, vandalism, malicious mischier. Tenant shall indemnify, defend, protect and
<br />hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of. are occasioned by or are in any way
<br />Attributable to; (a) die use m• occupancy of hue Premises or any portion of the Project by Tenumt, (b) the sets or omissions of Tenant or any Tenant
<br />Party, (o) any default orthis Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided thnL Tenant
<br />shall not be required to sa indotnntry, defend or hold Landla d or any of the other Landlord Parties harmless to the extent that any such Claims arise
<br />out arthe gross negligence or wilifd misconduct or Landlord, itsagents or employees.
<br />14.2 Insurance. At all times during the Temn of this Lease, Tenant shall; In) procure slid maintain, at its sole expense, the insurance
<br />policies described in Exhdbji 1,01', attached hereto and (b) oterwis, comply with each and all orthe obligations slid requirements set forth in EAM
<br />N�. Landlord nukes no representation that the insurance coverage specified to be carried by Tengpt pursuant to this Fxhi ft .,Cp is adequate to
<br />protect Tennnl against TenanVa undertakings under the terms of this Lame orolherw[se, and IfTenent believes that such insurance coverage required
<br />under this Lease is insulllcien, nt its own expense, Tenantshall providesuch additional Insurance as Tenant deems adequate,
<br />143 %Vnircr or Subroantinn. Notwithstanding oily provision orthis \ icla 14 to the contrary, Landlord And Tenant intend dint their
<br />respective property damage loss risks shall be borne by their respective insurance carries to the extent orthe property damage insurance that each of
<br />Landlord and Tenant are required to carry under Exillbit ,cp, and except as expressly provided otherwise in this Lease, in the event of's properly
<br />loss. each of Landlord red Tenuht hereby agree to look solely In, and seek recovery only Font, their respective property damage insurance carriers to
<br />the extent Muhl such property loss is 01,11 type that is covered by the property damage Insurance it is required to carry under Exhibit "0" As long as
<br />such waivers orsu inigntinn are reasonably available, Cecil orthe parties hereto hereby wn)vcs all of ils righn and claims against each of the other
<br />parties herein 11or such hisses, and provided Stich waiver of subrogation shall not affect the right Or such party as Ilia insured under Its property
<br />damage policy (or pohic)cs), to recover thereunder, waives all oriha rights of subrogation orits property damage insurers, Tha parties hereto further
<br />agree the, so long as no nmlcrial additional premium is charged Ihavl'ore, their respective property ircu rarim policies are now, or shall be, endorsed
<br />such that rile Piregoiug ouiver ol'stibrnguion Shull not utleet the right ofthc insured to recover thereunder.
<br />A 11TICLE 15-EVENTS11F DFPAM-1' AND RF�ICDIC
<br />13,1 Er cuts err Daiwa It Br Tenn nL I'he Occurrence of any of the fill towing shall constitute a mmerinl (11NoIt Cod breach or Its is
<br />Lease by Tenant (tin "Event of Default" )r
<br />Rill tVCfale Cenhe• Dr- rfn• u/'S'rurin sun Lavine .13.
<br />80A-149
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