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Casunity Damage, (ii) the Holder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to
<br />the on Island 1ag balance of (he obligation securad by such Security Instrument, (Iii) the cost of the Restoration is not fully covered by insurance
<br />proceeds nvailnble 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 or time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the lost
<br />eighteen (18) months or i.hc Term (disregarding Extension Terms, rany). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant tit any time following the Casualty until sixty (60) days following the later of (A) delivery of the Damagc Notice or (B)
<br />Landlord's discovery cr determination army of the events described in clauses (i) through (v) cribs preceding sentence, and shall be effective upon
<br />delivery of such notice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter).
<br />13.1.3 \Vaiver. Landlord and Tenant agree that die provisions of this Section 13.1 and (lie 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 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 IYon time to time).
<br />13.2 Taking. Ifthe 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 "'faking"), 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 Remises as shall, in die 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) die 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 13.2, 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 n separate toward for the loss air, 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 die condemning authority). No Taking of any portion of the Premises, the
<br />Building or the Protect (or any portion thereol) for a period of less than two hundred seventy (270) days (a "Temporary Taking") 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 that the award applies to oily time period during the Term of this Lease. Tills
<br />Section 13.2 simll be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby wtdves the provisions of Sections 1265.130
<br />and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.
<br />ARTICLE 14 — INDEMNIFICATION AND INSURANCE
<br />14.1 Waiver of Liability and Indemnification. Except to the extent expressly provided to the contraryherein, Tenant hereby waives
<br />all claims and causes of action against Landlord and all or the other Landlord Parties for any damage to persons or property (including, without
<br />limitation, loss ol'profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever,
<br />including, without Ilndlatlon Inc, explosion, Falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations
<br />at- disturbance, water, rain or snow or leaks fioni any part die Building or from the 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 laid 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 emissions of Tenant or any Tenant
<br />Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and wry third party; provided that Tenant
<br />shall not lie required to so indcnni fy, defend 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 wlII All misconduct or Landlord, its agents or employees.
<br />14.2 Insurance. At all times during the Tenn of this Lease, Tenant shall: (a) procure slid maintain, at its sole expense, the insurance
<br />policies described in Exhibit IV , attached hereto and (b) otherwise comply with each and all of the obligations and requiren sits set forth in Exhibit
<br />"G". Landlord ninkes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit "G" is adequate to
<br />protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and if Tenant believes that such insurance coverage required
<br />under this Lease is insufficient, at its own expense, Tenant shall provide such addiliotil insurance as Tenant deems adequate.
<br />1,1.3 1\hiive• ol'Subro ration. Notwithstanding any provision ol'tnis Article 14 to the contrary, Landlord and Tenant intend tint their
<br />respective property damage loss risks shall be borne by their respective insurance carders to the extent Of the property dsmagc insurance that each of
<br />Landlord and Tcnant are required to carry under Exhibit "G", and except as expressly provided othetvvise in this Lease, in the event of a property
<br />loss. cash of Landlord and 'tenant hereby agree to look solely to, and seek recovery only from, their respective property damage insurance carriers to
<br />the extent that such property loss is of a type that is covered by the property damage insurance it k required to curry under Exhibit "G", As long as
<br />such waivers of subrogation arc reasonably available, each of the parties hereto hereby wolves all of its rights and claims against each of the other
<br />parties hereto Ibr such losses. and provided such waiver of subrogation shall not nflect the right Of such party as the insured under its property
<br />damage policy (or policies) to recover thereunder, waives kill of the rights or subrogation or its property damage insurers. The parties hereto further
<br />agree Ihut, so long as no material additional premium is charged therefore, their respective property insurance policies ore now, or shall be, endorsed
<br />sushi that ate foregoing waiver of subrogation shall not affect the right of the insured to lVGOver thereunder.
<br />ARTICLE 15—EVENTS OF DEFALJur AND RPM EDIES
<br />15,1 h,yruns of Default tiv T'enont. The Octal trace of any of the rellowing shall constitute it material deliull and breach of this
<br />L.case by Tenant (an "Ever, of 1)Cfit u It-):
<br />M I W'Ch k Cewer Gr- Cin' otfsan(a Aar Leave .13.
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