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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 the obligation secured by such Security Instrument, (iII) the cost of the Restoration is not fully covered by Insurance
<br />proceeds oval lable 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 time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the last
<br />eighteen (18) months a the Term (disregarding Extension Terms, If any). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant ra any time following die Casualty until sixty (60) days following the later of: (A) delivery of die Damage Notice or (B)
<br />Landlord's discovery or determination of any of the events described fn clauses (I) through (v) oFlhe preceding sentence, and shall be effective upon
<br />delivery of such notice of termination or ifTenait has not vacated die Premises, thirty (30) days thereafter).
<br />13,1.3 Waive . Landlord and Tenant agree that the provisions orthis Section 13.1 and the remaining provisions of this Lease
<br />shall exclusively govern the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or oily portion of the
<br />Prenises 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 hereinafter in effect (including without Ilmitation, Sections 1932(2) and 1933(4) of the California Civil Code,
<br />as amended from time to time).
<br />13.2 Taking 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 thereof (collectively, a "Taking"), this Lease shall automatically terminate as of the earlier of the date of
<br />transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the "Taking Date'). in the event of a
<br />Taking of such portion of 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 Date, If a portion of the 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 of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and
<br />covenants, conditions and restrictions then 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 echo .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 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 the condemning authority). No Taking of any portion of the Premises, the
<br />Building or die Project (or any portion lhereoo for a period of less than two hundred seventy (270) days (a "Temporary Taking") shall terminate
<br />this Lease or entitle Tennnt 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 that the award applies to any time period during the Tenn of this Lease. This
<br />Section 13,2 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 oFthe California Code of Civil Procedure and the provisions of any successor or other law of like import.
<br />ARTICLE I4-INDENINIFI CATION AND INSURANCE
<br />14.1 Waiver of Liability and Indmnnificatiou. 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 the other Landlord Parties for any damage to persons or property (including, without
<br />limitation, loss orprofits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever,
<br />including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations
<br />ordisturbance, water, rain or snow, or leaks from any part the Building or from die pipes, appliances, equipment or plumbing works or from the roof,
<br />street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief, 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) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant
<br />Party, (a) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant mid any third party; provided that Tenant
<br />slmll not be requited to so indemnify, de Fend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise
<br />out of the gross negligence or willf d misconduct of Landlord, its agents or employees.
<br />14.2 Insurance. At all times during the Terni ofthfs Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance
<br />policies described In Exhibit "G', attached hereto and (b) otherwise comply with each and all of due obligations and requirements set forth in Exhibit
<br />=. Londiord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit " " is adequate to
<br />protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and if'fenant believes that such insurance coverage required
<br />under this Lease is fnsullicfent, at its own expense, Tenant shall provide such additional insurance as Tenant deems adequate,
<br />14.3 Waiver nr5ubrogation. Notwithstanding any provision of this Article 14 to the contrary, landlord and Tenant intend drat their
<br />respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the properly damage insurance that each of
<br />Landlord mid Tenant are required to carry under Exhibit"C', and except as expressly provided otherwise In tits Lease, in the event of a properly
<br />loss. each of Landlord and Tenant hereby agree to look solely to, and seek recovery only ham, their respective property damage insurance carriers to
<br />the extent that such property loss is are type that is covered by the property domage insurance it is required to carry under Exhibit "C As long as
<br />such waivers of suhrogmion are reasonably available, each of the parties hereto hereby waives all of its rights and claims against each of the other
<br />parties hereto 1•or such losses. and provided such waiver of subrogation shall not affect the right of such party as the insured under its property
<br />damage policy for policies) in recover thereunder, wolves all of the rights of subrogation of its property domage insurers. Tho parties hereto further
<br />agree that, so long as no material additional premium is charged therelbre, their respective property insurance policies are now, or shall be, endorsed
<br />such that the foregoing waiverofsu6rogatioo shall not affect the right ofthe insured to recover thereunder.
<br />A lKrICLE I$-rVFNTS or numi T AND REMEDIES
<br />13.1 h+cnts of Dcl'quft By Temtin. The occurrence of oily of the fallowing shall constitute a material default and breach of this
<br />Least.: by Tenant (an "Event of IDefauk"):
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