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Casualty Damage, (li) 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, (!if) the cost of the Restoration Is not fully covered by insurance
<br />proceeds available to Landlord and/or payments received by Landlord from tenants, IN) Tenant shall be entitled to an abatement of 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 of the Term (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery or
<br />written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of tie Damage Notice or (B)
<br />Landlord's discovery or determination of any of the events described in clauses (1) through (v) of the preceding sentence, and shall be effective upon
<br />delivery of such notice of termination for if Tenant has not vacated die Premises, thirty (30) days diereaRer).
<br />13.1.3 Waiver. Landlord and Tenant agree that die provisions of this Section 13.1 and the remaining provisions c rthis Lease
<br />shall exclusively govern the rights and obligations of the parties with respect to any and ell damage to, or destruction of, all or any portion of the
<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 hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code,
<br />as amended Dom time to lime).
<br />13.2 Taking, If the whole or a material portion of the Promises, 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 ofthe date of
<br />transfer of title resulting from such Taking or the date of transfer of possession resulting Dom such Taking (the "Taking Date"). in tilt event ore
<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 thereat, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />fallowing the Taking Date. He 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 restare (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 Section 112, the 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 condenming authority). No Taking OF any portion of the Premises, the
<br />Building or the Project (or any portion thereof) for a period of less 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 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 of the California Code of Civil Procedure and die provisions of any successor or other law of like import.
<br />ARTICLE 14—INDENINIFICATION AND INSURANCE
<br />14.1 _Waiver of➢.,iability and l ndehnnifcafion. Except to the extent expressly provided to theconlrary herein, Tenant hereby waives
<br />all claims and causes or 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 Dom any cause whatsoever,
<br />including, without limitation tire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations
<br />or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof,
<br />street or sub -surface or tiara any other place or caused by dampness, vandalism, malicious mischief, Tenant shall indemnify, defend, protect and
<br />hold harmless Landlord and each of tine Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way
<br />attributableto: (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, (o) any default of this Lease by Tenant, or (it) any litigation or other proceedings between Tenant and any third party; provided that Tenant
<br />slialI 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 or the gross negligence or wllllul misconduct of Landlord, its agents or employees.
<br />14.2 Insunmee. At all times during the Term of this 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 the obligations and requirements set faith in Exhibit
<br />Landlord 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 ifTenaht believes that such insurance coverage required
<br />under this Lease is insufficient, at its own expense, Tenant shall provide such additional insurance as Tenant deems adequate.
<br />14.3 Wainer or Suhromrtion. Notwithstanding any provision of this Article 14 to the contrary, Landlord and Tenant intend trot their
<br />respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the property damage insurance that each of
<br />Landlord mid Tenant are required to carry under rAillift '47. and except as expressly provided otherwise in this Lease, in the event of a properly
<br />loss. each of Landlord and Tenant hereby agree to look solely in, and seek recovery only from, their respective property damage insurance carriers to
<br />the extent (lint such property loss is ore type that is covered by the property damage insurance it is required to curry under Exhibit •,O". As long as
<br />such waivers ot'subrogotion are reasonably available, each orthe parties hereto hereby waives all or its rights and claims against each of tie other
<br />parties hereto far such fusses. and provided such waiver of subrogation shall not street the right or such party as the insured under its property
<br />damage policy (or policies) to recover thereunder, waives all ofthe rights of subrugation or Its property damage insurers. The parties hereto further
<br />agree that, so long as no material additional premium is charged therefore, their respective properly insurance policies arc non%, or shall be, endorsed
<br />such [[lot the Itreguing waiver nfsuhrogalion shall not affect the right of the Insured to recover thereunder.
<br />ARTICLE I5—EVENTS OF IDFFAUI T 1ND RFlIJEWS
<br />15.1 E_ tents of Ucrault Uv T'ermnt, The occurrence or any of tlm fullowing shall constitute a material delhull and breach of this
<br />Lease by I'enam (an "Even! of (Default");
<br />SO W'Clwlr ('rotor Ur— tip• ujSnnrn.drm Lease - I3-
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