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EXHIBIT 1A
<br />Casualty Damage, (if) 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 ilia obligation secured by such Scourily Instrument, (lit) tiro 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 ar Rent under this
<br />cl' n IJJ for a period of time it, excess of thirty-three percent (33°%) of the remainder of the Term, or (v) such Cnsunhy occurs during the last
<br />eighteen I19) months ol'the Term (disregarding Extension Terms, If any). Such right of termination shnil be exercisable by Landlord bydelivery of
<br />written notice to Tenant tit oily time following the Casualty until sixty (60) days following the later of., IA) delivery of the Damage Notice or (B)
<br />Landlord's discovery or determinntion *rally of the events described in clauses (1) through (v) orthe preceding sentence, and shall be effective upon
<br />delivery of stioh notice of lerminm)on for if Tennnl lien not vacated ilia Premises, thirty (30) days thereafter),
<br />13,1.3 TNuiveL. Landlord and Tenant agree flint die provisions of Ibis Section 13 and tie remaining provisions of this Lease
<br />shall exclusively govern the rights and obligations of lha 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 respecilve common law and statutory rights
<br />inconsistent herewith, whetter now or hereinafter in affect (including, without limitation, Sections 1932(2) and 1933(4)'oFtlhe Califomia Civil Code,
<br />as amended from lime to lime).
<br />13,2 Tak)ne, If the whole or a material portion of the Premises, the Building or the Project shall be taken under the power of eminent
<br />domain, or sold to prevent the exercise thereor(collectively, a "Talking'j, this Lease shall automatically terminate as of the earlier or the date of
<br />transfer o f title resulting 8•mn such Taking or the date of transfer of possession resulting from such Taking line "Tatting Date"). In the event of a
<br />Taking ofsuch portion of the Project, the ➢uilding or die Premises as shall, In the opinion of Landlord, substantially inter fare with Landlord's
<br />operation thereat; Landlord may terminate this Loose upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />following the Taking Date. If a portion of the Premises is so taken and this Loose is not terminated, (a) Landlord shall, with reasonable diligence
<br />and at Landloid's cost (to the extent orthe condemnation award received by landlord), proceed to restore (to the extent permitted by Laws and
<br />covenants, conditions end restrictions the" 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 in this Sect oil 112, tie 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 />(but Tenant shall not otherwise assert any claim against Landlord or tie condemning authority). No Taking of any portion of tie Premises, the
<br />Building or tie Prglect (or any portion thereof) for a period ofless than two hundred seventy (270) days (a "Temporary Taking") shall terminate
<br />fills 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 shalt belong to Tenant, but only to the extent tint the award applies to any time period during the Term of this Lease. This
<br />Section 13.2 shall be Tenant's sole and exclusive hmmedy in the event of a Taking. Each party hereby wolves the provisions of Sections 1265,130
<br />and 1205.150 orthe California Code of Civil Procedum and the provisions crony successor orotherluwof like Import..
<br />ARTICLE 14-1NDEhIN1FTCATION AND INSIIRANCE
<br />14.1 4Yaivar of L inbility and Indamnificntlom Exceptto the extentexpresslyprovlded to ilia contrary herein, Tenanlhcimby waives
<br />all claims and causes of action against Landlord and all of die other- Landlord Parties for any damage to persons or property (including, without
<br />limitation, loss of profiles and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever,
<br />Including, without limitation tire, explosion, failing plastegsums, gas, air contaminants gremisslons, electricity, electrical orelecoonicemanatiens
<br />ordisturbeuce, water, rain or snow or leaks from any part the Building or i irom die pipes, appliances, equipment or plumbing works or from the roof,
<br />street or subsurface or tram tiny other place or caused by dampness, vandalism, malicious mischier. Tenant shall indemnify, defend, protect mud
<br />hold harmless Landlord and Bush 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) the use m• occupancy of the Premises or any portion of the Project by 'reliant, (b) ilia acts or omissions of Tenant or any Tensed
<br />Party, (o) any default of this Lease by Tenant, or(d) any litigation or other proceedings between Tenant and any third party; provided flint 'reliant
<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 negligence or willfld misconduct ai'Lmldlord, its agents or employees.
<br />14.2 Insurance. AL all times during the Tenn ofthis Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance
<br />policies described in :xi b't "", attached hereto and (b) otherwise comply with each and all ofthe obligations slid requirements set fords in xhibi
<br />"C Landlord makes no representation that the insurance coverage specified to be carried by Tennnl pursuant to this chi 't "0" is adequate to
<br />protect Tenmut against Tenant's undertakings tr derthe terms ofthis Lease or otherwise, anti if Tenant believes that such insurance coverage required
<br />under this Lease is 11"BU fiCklt, of its own expense, TBnantshall providesuch additional insurance mTenant decants adequate.
<br />14.3 lyniver of Subrogation. Nohvithsluuding any provision ofthis Article 14 to the lonu•nry, Landlord and Tenant intend tint their
<br />raspcelive property damage loss risks shall be borne by their respective insurance curriers to the extent orthe property damage insurance flint each of
<br />Landlord and Tenant are required to canny under Exhibit " °, slid except as expressly provided otherwise In Oils Lease, in Ilia event are properly
<br />loss. each of Landlord laid Tenmu hereby agree to look solely ln, and seek recovery Billy from, their respective property daniags Insurance carriers to
<br />Ilia extent (fill( such property, loss is orn type that is covered by ilia property dnningc Insurance it is required to carry under Exhibit "0", As long as
<br />such waivers ot'suhrogaliun are reasonably available, each orthe parties berate hereby wolves all ours rights nod claims against each of the other
<br />Panics hereto (br such losses. and provided such waiver of subrogation shall not nfl6c1. the right 01'such party as the insured under its property
<br />damage policy lnr policies) to recover thercuudcr, wolves all of the rights ofsubrogution orits property damage insurers. The parties harem further
<br />agree that, so long as no material additional premium is charged therefore, rheir respective property insurance policies are now, or shall be, endorsed
<br />such that the tttregoing iruiver ol'subrogullon shall not affect lice right of the Insured to recover thereunder.
<br />Alt'IVt Lr, 15—EVENTS OF DPFILII 9'AND (fFiNIEDIr,
<br />15,1 Fla us of Dcl'nnit Ito 1'e u i I, The occurrence of any of the tullowing shall constitute a material deillUlt and branch or this
<br />I.,ersu by Tetuml (tin "Event of beta ull" ):
<br />Nat WCAde CLomr Or- Cfa• aJ'Snnra km Lave .I }_
<br />80A-52
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