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Casualty Damage, (II) the I -)alder ofany Seeurlly Instrument requires any insurance proceeds with nespecl to such Casualty Damage to be applied to
<br />the outstanding balance Of the obligation secured by such Security hrstrxmnent, (111) the cost of the Restoration is not fully covered by insurance
<br />proceeds available to Landlord and/or payments received by Landlord fi•am tenants, (iv) Tenant shall be entitled to an abatolnent or Rent under this
<br />Section 13 I for a period of time in excess of Thirty-three percent (330/0) of the remnlader of the Tenn, or (v) such Casualty occurs during the last
<br />eightecu (18) months Attila Term (disrogordiug Extension Tarsus, irony). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant la any time following the Casually until sixty (60) days following the later of; (A) delivery of the Darooge Notice or (B)
<br />Landlord's discovary or deterndnation litany ofthe events described In clauses (1) through (v) cribs preceding sentence, and shalt be effective upon
<br />delivery orsuch notice of lerminnllon (or IFTanatt has not vacated die Premises, thirty (30) drys thereallor),
<br />13.1.3 waiver• Landlord axl Tenant agree that die provisions of this Section 13.1 and the remaining provisions orthis 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 />Promises or the Project, and Lnndlord still Tenant hereby waive and release spot, gild all of their respective common law and statutory rights
<br />Inconsistent herewith, whether now or hereli niter in offset (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Coda,
<br />as amended front lime to lime).
<br />13.2 Iliking, Villa whole or a material portion of the Promises, die Building or the'Praject shall be taken under the power ofeminent
<br />domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate As of ate earlier of the date of
<br />trail star of qua rem III rig but such Taking or the date of transfer of possession resulting Elora such Taking (the "Tatting Dote"). In lire 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 thavaf, Landlord may temnfnate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
<br />following the Taking Dote. If a portion of the Promises is so taken and this Lease in 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 Lows and
<br />covenants, conditions and rotriedonS then applivabte to the Project) the Premises (other that Tenant's Personal Property and Leasehold
<br />hnprovanerds that are not consistent with then Building Standards) to a complete, flinelio ihig unit and (b) the Base Rent payable hereunder shell be
<br />reduced proportionately based col the portion of the Promises so taken. Except as expressly provided otherwise in this Nection 112, tine entire award
<br />for any Taking shall belong to Landlord (without deduction for any estate ar Interest ofTena t), except that Tenant shall be entitled to independently
<br />Pursue a separate award far the lose Of, or damage to, Tanall's Personal Property and Tenant's relocation costs directly as suitnled with the Taking
<br />(but Tenant shall not otherwise assert any ola[m against Landlord or the condemning authority). No Taking of any portion of the Promises, the
<br />Building at, the Project (or any portion thereof) for a period of less that hvo hundred seventy (270) days (n "Temporary Tatting") shell terminato
<br />this Lease or stride Tenon to nay allurement of the Rent payable to Landlord under this Lease; provided, however, that any award for sty such
<br />Temporary Taking shell belong to 'Tenant, but only to the extent that tine award applies to guy time par7od during the Term of this Lease. This
<br />Section 13.2 shell be Tenant's sole and exelaShIn remedy fit tile event of a Taking, Each party hereby waives the provisions of Sections 1265,130
<br />And 1265.1$0 of the Califbrnla Code of Civil Procedure slid die provisions of any successor o• other law of like import.
<br />ARTICLE 14 INDI'MNIVICATIQN AND IN i1RANCD
<br />14.1 I1hr(yar of Liability and lndonnificltion, Except to the extent expressly provided to the contrary herein, Tenant hereby waives
<br />all claims and causes of action against Landlord and all or the other Landlord Pallas fa• any damage to persons or property (including, without
<br />limitation, loss of proFlts and intangible property) In any way raising to Tenant's use and occupancy ordte Preniaea Iron any effuse whatsoever,
<br />Including, without limloni0n Inv, explosion, falling piaster, steam, gas, air aoriaminants m• emissions, afectrielly, elect] lost or electronic emanations
<br />Or disturbance, water, rain or snore or leaks from any part lire Building or from the pipai'Appliances, equipment or plumbing works arrant the roof,
<br />a(mot or subsurface or tram any other place or caused by dampness, vandalism, malicious mischier, Tenaal shall indemnity, defend, protect and
<br />hold harmless landlord and each of the Landlord Parties from slid against any and all Claims that urine out of, are occasioned by or are in any way
<br />attributable to; (a) the use or occupancy of tine Presses a' any portion of the Project by Tenant, (b) due acts or omissions of Tonaat or may Tenant
<br />Party, (a) any default of this Lease by Tenant, or (d) Any litigation or other proceedings bohvoeu Tenant and any third party; provided that'fennat
<br />shall not be required to as Tndenunify, delbnd or hold Landlord or guy of the other Landlord Pardee harmless to the extent that any such Cluims arise
<br />outorlhe gross negligence or willful misconduct QMnlaflord, its agents or e 1playees,
<br />143 I nsurunce. AL all times during the Term ofthis Lease, Tenant shall: (a) procure gird maintain, at its sole expense, the insurance
<br />peI Ecies described In : tihit "G", attached hereto and (b) otherwise comply with each slid all of the obligations and requirements set forth in Exbibi
<br />�. Landlord makes no representation that the insurance coverage speoified to be curried by Tenant pursuant to this E •h ' it "G" Ili adequate to
<br />protect Temmlt ugninst Teattat'a tauderlakings under the terms of this Lease or otherwise, and iffennlnt believes that such insurance cove•ago required
<br />under this Lease Is insutlicicn, at Its own expense, Tenant Shall provide such additional Insurance as Tenant deem adequate.
<br />14.3 Miniverorsuhrralio.NotwithstandinganyprovisionofthisArti•1e14tothecontrary,LnntllumlandTenantintenddmttheir
<br />respective property damage loss- risks still(] be borne by their respective insurance carriers to ire extent orthe property damage insurance that each of
<br />Landlord and Tenant are required to carry under ExhibP 'YJ", and except as expressly provided otherwise In this Lasso, In the event of a property
<br />loss. each of Landlord and Tenant hereby agree to look solely in, nod seek recovery silly from, their respective property damage Insurance cArriers to
<br />ilia extent dot such property loss is of a type that is covered by the literally damage insurance It is mquirecl to carry under Exhibit "0". As long its
<br />such waivers of su6roginion sum reasonably ovailabla, each of the parties hereto hereby waives all orits rights and claims against each of the other
<br />ponies hereto fir such [Osseo. lint] provided such waiver of uubrogation snail not nftbcL the right of such pity as the insured under its property
<br />daltago policy lot- policies) in recover thermaider, wnlvcs all ofdul rights orsubregation arils propeny danago Insurers. The parties hereto timber
<br />agree that, so ]Ong as na material Additional premium is charged lherelbre, their respective property insurance policies are now, or shall be, endorsed
<br />such (lint the linaguing waiver ufgull 00311 iol shall lint affect the right of dtc Insured to recover thereunder.
<br />AR3-ICLE li-. EVIiNTS OP I)PtrA ill T' AND RENTED IE$
<br />IS11 Events of Dsfgult By Tenant. The OCL•an'enae of any of rile lullowing shalt Constitute a material defuudt and breach of this
<br />Lease by Tenant (as ,Event of Doiinult"1;
<br />001 WClvir('eufvrUr- L'rp•ofSrunn:tun Liam - J-
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