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Casualty Damage, (ii) the Holder of any Security Instrument requires nay 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 available to Landlord and/or payments received by Landlord from tenants, (iv) 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 lost
<br />eighteen (18) months of One Term (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B)
<br />Landlord's discovery or determination of any of the events described in clauses (t) through (v) of the preceding sentence, and shall be effective upon
<br />delivery of such malice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter).
<br />13.1.3 Waive . Landlord and Tenant agree that the 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 ail damage to, or destruction of, all or any portion of the
<br />Premises or the Project, and Landiord and Tenant hereby waive and release each and all of their respective common law and statutory rights
<br />inconsistent herewith, whether now or hereinafter is effect (including, without limitation, 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 "Tatting"), 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 Frain such Taking (the "Taking Date'). in the event are
<br />Tatung of such portion or die Project, One 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 Tenon'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 13.2, the entire award
<br />far 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 the Project (or any portion thereof) 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 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 previsions of Sections 1265.130
<br />and 1265.150 of the California Code of Civil Procedure and the provisions ofany successor or other low of like import.
<br />ARTICLE l4— INDELINIFICATION AND INSURANCE
<br />14.t Waiver of Liability and Indemnification. Except to die 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 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 limitation fire, explosion, falling plaster, Stamm, 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 from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indennnify, defend, protect and
<br />hold harndess Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by mare in any way
<br />nuributablc 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, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant
<br />shall not be required to so indcmni Py, (Intend 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 willful misconduct of Landlord, its agents or employees.
<br />14.2 Insurance. At nil times during the Term of this Lease, -Tenant shall: (a) procure and maintain, at its sole expense, the insurance
<br />policies described in Exhibit "G attached hereto and (b) othe vise comply with each and all of the obligations and requirements set forth in Exhibit
<br />"G 7. Lundlord malaes no representation that the insurance coverage spaci Pied to be carried by Tenant pursuant to this Exhibit "G" Is adequate to
<br />protect Tenant against Tenant's undertakings under the farms of this Lease or otherwise, and if Tenaiht believes that such insurance coverage required
<br />under this Lease is insufficient, at its owrn expense, Tenant shall provide such additional insurance as Tenant deems adequate.
<br />14.3 wairer or Subrocalion. Notwithstuudiag any provision of this Article 14 to the contrary, Landlord and Tenant intend that their
<br />respective property damage loss risks Shull be borne by their respective insurance carders to the extent of the property damage insurance that each of
<br />Landlord and Tenant are required to eery under Exhibit "G', and except as expressly provided otherwise in this Lease, in the even of a properly
<br />loss. each of Lancllcrrl and Tenant hereby agree to look solely to, and seek recovery only from, dick' respective property rinnungc insurance carries to
<br />the extent that such Property loss is ora type that is covered by the property dmnage insurance it is required to carry under Exhibit "G", As long as
<br />such waivers or subrogation arc rensunably available, each or the parties hereto hereby waives nil of its rights and claims against each of the other
<br />parties hereto Ibr such losses. and provident such waiver of subrogation shall not aflect the right of Such parry as the insured under Its property
<br />damage policy (or policies) to recover (hereunder, wolves oil ofthe rights of subrogation of its property damage insurers. The ponies hereto further
<br />agree that, so long as no material additional prcndtan is charged therefore, their respective properly insurance policies are now, or shall be, endorsed
<br />such that [lie foregoing omivcr of aubrogatimn shall not affect the right of the insured to rocover theteunder.
<br />ARTICLE 15— EVENTS OF DEFALIIA'AND RENI HDIES
<br />I5.1 Eccles of Default 13v Tenant The occurrence of awry of the rollowdng shall constitute n materiel dCl'null and branch of this
<br />l..eaae by Tenant (st "Evert of Delhult"):
<br />961 VVCh4c Cerner Lr—GlY o.l Sawa Inn Lrrtse -13-
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