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EXHIBIT 3
<br />Casunity Damage, (it) the Bolder of any Security Instrument requires any Insurance proceeds with respect to such Casualty Damage lobe applled to
<br />the outstanding balance aline obI!gallon secured by such Security Instrument, (III) the cost of the Restoration Is not fully covered by Insurnncc
<br />Proceeds nvallobte to Landlord and/or payments received by Landlord from tenants, IN) Tenant shall be entitled to an abatement argent under this
<br />Section 13.1 for a period ortima la excess of Ihlrty-three percent (33°/) of the remainder of the Term, or (v) such Casually occurs during the last
<br />eighteen (16) months OI'thc Term (disregarding Extension Terms, If any). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant tit any time following die Casually until sixty (60) days following the later of: (A) delivery of die Damage Notice or (B)
<br />Landlord's discovery ordeterminalion ofany Opine events described in clauses (i) through (v) critic preceding sentence, and shall be elTect(ve upon
<br />delivery orsuch no(! ce of lerminntion (or• if Tenal has not vacated pie Premises, thlriy (30) days dmrealler),
<br />13, 1.3 w:. &lute. Landlord and Tenant agree that die provisions of this SeQdon III slid the remaining provisions of this Lease
<br />shall exclusively govern Ina rights and obligations of the parties with respect to any and nit damage to, or destruction of, all or any portion orthe
<br />Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights
<br />inconsistent herewith, whether now or hereinafterin effect (including, without limitation, Sections 1932(2) and 1933(4)'oFthe California Civil Code,
<br />as amended from lime to time).
<br />13,2 Ta_k D-, Ifthe whole or a material portion of the Premises, the Building orthe Projectshall be taken under the powerofeminenl
<br />domain, Or said to prevent the exercise thereof (collectively, a "Taking'), this Lease shall automatically terminate as of the earlier of the data of
<br />transfer of title resulting grain such Taking or the date of transfer of possession resulting 5-om such Taking (the "Taking Date"), In the event or a
<br />Taking orsuch portion or 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 dls Leese upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />following the Taking Date. If a portion orthe Premises is so taken and this Lease is nor terminated; (a) Landlord shall, will' 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 than 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 attire Premises so taken, Except as expressly provided otherwise In this SectIgn 13,2, die 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 o separate &word for Cho loss or, 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 ilia condemning authority). No Taking of any portion of the Promises, the
<br />building or the Project (or any portion thereof) for a period Orions than two hundred seventy (270) days (a "Temporary Tilling") 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 />Section 13.2 shall he Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265A30
<br />and 1205.150 arthe Califomia Code of Civll Procedure aid die provisions of any successor orotherlawof like import
<br />ARTICLE I4—INDL'41NIFTCATTON AND INSURANCE
<br />14.1 44a tver of 1. iability curd I adenmificnfion, Except to the extent expressly provided to the contrary herein, Tenant hereby waives
<br />all claims and causes of action against Landlord and all of time other Landlord Parties for any damage to persons or property (including, without
<br />I Lill tell an, loss of profits and intangible property) in anyway relating to Ten ant's'Use and acahpancy Of the Premises from any cause wbnlsaever,
<br />including, without limitation tire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrfooI or electronic emanations
<br />ordisturbnncc, water, rain or snohv or leaks from any part the Building or from die pipes, appliances, equipment or plumbing works or from the roof,
<br />steel or subsurface or from any other place a' caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect aid
<br />hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arlse out of, are occasioned by or are in any way
<br />aurlbulable to; (a) the use a occupancy of tho Premises or any portion of the Project by Tenant, (h) the sets or Limits !ara of Tenant or any Tenant
<br />Party, (a) any default of this Lease by Tenant, or any litigation or other proceedings between Ten out and any third party; provided that Tenant
<br />shall not be required to so indemniry, defend or hold Landlord or any cribs other Landlord Parties harmless to the extent that any such Claims arise
<br />out orthe gross ncgiigo icc or willibI misconduct of Landlord, its agents or employees.
<br />14.2 incur, nc . Al all times during the Tenn of this Lease, Tenant shelIt (a) procure and main lain, at its sole expense, the insurance
<br />policies described in Exhibit "O", attached hereto slid (b) Otherwise comply with each and all of the obllgations and requirements set forth In E2d
<br />:,Q . Landlord mnkes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhlhit 101 is adequate to
<br />protect Tenant against Tenant's undertakings under the terms ofthis Lease or otherwise, and ifTenant believes that such insurance coverage required
<br />under this Lease is insu Illcient, at its own expense, Tenant shall provide such additional Insurance as Tenant deans adcquctc,
<br />14.3 Willi Or (IrSuhrountinn. Notwithstanding any provision ofthis Article 14 to the ountmry, Landlord and Tenant intend dint their
<br />respective properiv dannge loss risks shall be borne by their respective Insurance carries to the extent of the property damage insurance (lint each of
<br />Landlord and Tenant are required to carry under Exhibit" ", and except as expressly provided otherwise in this Loose, in ilia event of a property
<br />loss, each of Landlord and Tenant hereby agree to look solely in, and seek recovery only that, their respective property damage insurance carriers to
<br />the extent that such properly loss is of n type that is covered by ilia property damage Insurance it is required to early under Exhibit ". As long as
<br />such waivers orsuhrogottun are reasonably available, each orthe parties hereto herehy waives all ai' Its rights gild claims against each of the other
<br />parties heroin for such losses. and provider) such waiver of subregallon shall not affect the right of such party as the insured under its property
<br />damage policy (or policies) to recover thereunder, waive all orthe rights ursubrogutlon Orlin property dannge insurers. The parties hereto further
<br />agree that, so long as no nnlerlal additional prcmhun is charged lhoralbret, their respective property insurance policies are now, or shall be, endorsed
<br />such Iha the liueguing wuivercl'subrOgullen shall not aired the right ofthc insured to recover dmurtunder.
<br />A ICI'I ('LG IS—RVI'NTS nP UI'I'A LII'I' lNU RI'\If DIfS
<br />6&eots o r Dcranit Inv TeniurL The occuromec of any of lba tullahving shall aansduue a materiel delhuh alit breach of this
<br />L,ensu by 1'enunl Ian "fvenl of DcOudC'}:
<br />sift tY'{fvla frmm•DV- Cfq•afSanbrAan Lease .I3•
<br />80A-672
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