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EXHIBIT I
<br />C'asudly Damage, III) the I-] older of any Security Instrument requires any Insurance proeeeds with respect to such Casualty Damage to be applied to
<br />the outstanding balance el'tha obligation secufod by such Security Instrument, (111) the cost of the Restoration Is not fully covered by Insurance
<br />proceeds availnble to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement or Rent under this
<br />Section 13 1 for a period of lime III excess of [hhrly-Illive percent (33°/) of ilia remainder of the Term, or (v) such Casualty aecurs during the last
<br />eighteen (18) months orlhc Tcrm (disregarding Extension Terms, If any). Such right of termination shaft be exercisable by Landlord by delivery of
<br />written notioe to Tenant at any time following die Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B)
<br />Landlord's discovery cr determination of any untie events described in clauses (i) through (v) orthe preceding sentence, and shall be effective upon
<br />delivery or such notice of terrain ntion (or i f Tenant has not vacated the Premises, thhrly (30) days thereof cr)�
<br />13.1.3 write Landlord and Tenant agree that die provisions of this Section 13.1 and the remaining provisions or this 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 city partial, orthe
<br />Premises or the PrulNct, 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 hercinnf erin affect (including, without limitation, Sections 1932(2) and 1933(4)'of the California Civil Code,
<br />as amended from time to time).
<br />13,2 Takn",lfthewholeoramaterialportionofdhePremises,theBuildingortheProjectshallbetakenunderthepowerofeminenl
<br />domain, or sold to prevent ilia exercise thereor(collectiveiy, a "Taking"), this Leuc shall automatically terminate as of Oil earlier ofthe date of
<br />transfer of title resulting thorn such Taking or the date of transfer of possession resulting from such Taking (the "Taldng Date"), in the event or o
<br />Taking orsuch portion of the Project, the Building or ilia Premises as shall, In the opinion of Landlord, substantially interfere with Landlord's
<br />operation tlhereor, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />following Elie Taking Date. If a portion of the Premises is so,taken and Oils Lease is not terminated; (a) Landlord shall, with reasonable diligence
<br />and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent pemilued by Laws and
<br />covenants, conditions and restrictions Elie" applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold
<br />Improvements that are not consistent with [hen Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be,
<br />reduced proportionately based on the portion orthe Premises so Mon. Except as expressly provided otherwise iu this Section 13,21 the entire award
<br />for any Taking shall belong to Landlord (without deduction fur any estate or interest of Tenant), except that Tenant shall be entitled to independently
<br />pursue o separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking
<br />(but Tenant shall not otherwise assert any claim against Landlord or Ole condemning Authority). No Taking of any portion of the Premises, the
<br />Building or the Project (or any portion thereof] for a period ai' less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate
<br />this Lease or entitle Tenant to any abatement of Ibe Rent payable to Landlord under this Lease; provided, however, (tilt any award for any such
<br />Temporary Taking shall belong to Tenant, but only to the extent tint the award applies to any time period during the Tenn of Oils Lease. This
<br />SgiIiien IM shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265,130
<br />and 1265.150 orthe California Code of Civil Procedure and the provisions of any successor orethertowof like import
<br />6RT(9LL 14-1ND137MNiFiCAT10N AND INSURANCE
<br />14.1 Waiver arliobility and Indemnification. Except to the extent expressly provided tothe contrary herein, Tenant hereby waives
<br />all claims and causes aract on against Landlord and all of die other Lund lord Parded for any dsmaga to persons or properly (including, without
<br />]initiation, loss ol'prorits and intangible property) In any way relating to Tenant's use and ocahpahcy of the Premises from any cause whatsoever,
<br />including, without limhadon Ore, explosion, falling plaster, steam, gas, air contaminants premissions, electricity, electrical or electronic emanations
<br />ordisturbnucc, water, rain or snow or leaks from any part the Building or from die pipes, applinnres, equipment or plumbing works or from the roof,
<br />street or sub surfaces or thorn any other place or caused by dampness, vandaflsin, malicious mischief. Tenant, shall indemnity, defend, protect aid
<br />hold homiles; Landlord and each of the Landlord Parties tram and against any and all Claims that arise out of, am occasioned by or are in any way
<br />allrlbutablc to: (s) the use m• occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or Omissions of Tenant or any Tenmit
<br />Party, (c) any default orthis Lease by Tenant, or (it) any litigation or other proceedings between Tenant and any third party; provided that Tenant
<br />shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise
<br />out orthe gross negligancc or willfbl misconduct or Landlord, itsogents or employees.
<br />14.2 Insurance. At all times during the Penn of this Lease, Tenant shall; a) procure and maintain, at its sole expense, the insurance
<br />policies described in :eaibit "G", attached hereto and (b) otherwise comply with each and all of the obligations and requirements set forth In fjxm
<br />!;Q. Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit •10" is adequate to
<br />prutecLTenanL against Tenant's undertakings under the terms ot•Ihis Lease orolherwise, end If Tenant believes that such insurance coverage required
<br />under this Lease is InsuRlciant, at its own expense, Tenant shall provide such additional Insurance as Tenant dooms adequate.
<br />14.3 Waller ol'Suhramrtion, Notwithstanding oily provision of this Article 14 to the contrary, Landlord and Tenant intend tlml their
<br />respective properly insurance damage loss risks shall be borne by their respective insance carriers to the extent of the property damage insurance flint each of
<br />Landlord read Tenant are required to carry under Exhibit IV, slid except as expressly provided othewise in Oils Lease, in ilia event Ora property
<br />lass, each or Landlord and 'tenant hereby agree to look solely in, and seek recovery only irony their respective property damage insurance carriers to
<br />the extent that such property loss is ore, type that is covered by ilia property damage Insurance it is required to carry under EN1111bit "0 As long as
<br />such waivers or'suhroanliun are reasonably available, each orthe parties hereto hereby wolves all ol'ha rights end claims against each orthe other
<br />parties [lei -elf) 110r such losses. and provident such waiver of subrogation shall act affect the right ol'snch party as the insured under its property
<br />dimhage policy tar policics) to recover thereunder, waives all orthe rights ursubrugation arks property dmnagc insurers. The parties hereto further
<br />agree than, so long as no nnoterial additional premium is charged tharal'ore, their respective property insurance policies are now, or shall be, endorsed
<br />such that [he lbreguing amiver raI'subrogulion shall not atlecL the right of thu Insured to recover t eimunder.
<br />ARTIMEIS— PVFNTSQFUPFAULT LNDREMEDIFS
<br />15.1 bleats o r lrefuuh By T'a awl, The occurrence or any Or the fulloroing shall constitute a material dcliwlL and breach or this
<br />Lease by Tenaat inn "Evew of Detlull-p
<br />AOr WCrrle Conner Dr- 0fr ofSaWaAan Leove
<br />80A-436
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