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Casualty Danhnge, (ii) the Holder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to
<br />the outstmhding balance ol'the obligation secured by such Security Instrument, (tit) the cost of the Restoration is not fully covered by insurance
<br />proceeds avoiinble to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement of Rent under this
<br />Section 133 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 (19) months of the Term (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of
<br />written notice to Tenant en any time following the Casualty until sixty (60) days following the later of: (A) delivery of One Damage Notice or (B)
<br />Landlord's discovery or determination of any of the events described in clauses (i) tirough (v) of the preceding sentence, and shall be effective upon
<br />delivery of such notice of termination (or if Tenant has not vacated lie Premises, thirty (30) days thereafter).
<br />13.1.3 Waiver. Landlord and Tenant agree that tie provisions of dnls 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 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 from time to time).
<br />13,2 Tnkin-. If the whole or a material portion of the Premises, the Building or the Project shall betaken under the power of eminent
<br />domain, or sold to prevent the exercise thereof (collectively, a "Taking'), this Lease shall automatically terminate as of Ole earlier of the date of
<br />transfer of title resulting f roln such Taking or the date of transfer of possession resulting from such Taking (the "Taking Date"). In the event of a
<br />Taking ot'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) Cie 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 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 condenoing authority). No Taking of any portion of die Premises, the
<br />Building or die Project (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Taldng") 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 Tennnt's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130
<br />and 1205.150 of the California Code or Civil Procedure and the provisions of any successor or other law of like import,
<br />ARTICLE 14— INDEMNIFICATION AND INSURANCE
<br />14.1 Wativer of Liability and Indemnification. 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 orprof is and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever,
<br />including, without limilad011 fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations
<br />or disturbance, water, min or snow or leaks from any part the Building or from die pipes, appliances, equipment or plumbing works or fi-oul the roof,
<br />street or sub -surface or IFmn any other place or caused by dampness, vandalism, malicious mischief, Tenant shall indemnify, defend, protect and
<br />[laid harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or am in any way
<br />attributable to: (a) the use or occupancy of One 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 indemnity, 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 willful misconduct of Landlord, its agents or employees.
<br />14.2 Insurance. At all times doing the Tenn of tlhis Lease, Tenant shall: (a) procure and maintain, at its sole expense, the insurance
<br />policies described in Exhibit "Cr, attached hereto and (b) otherwise comply with each and all of the obligations unit requirements set forth in Exhibit
<br />"G". L.undlord makes no representation that Ohc 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 ofthis Lease or otherwise, still if Tenant 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 With er or Subro ation. Notwithstanding any provision of dais Article 14 to the contrary, Landlord and Tenant intend dint 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 Exhibit "0", and except its expressly provided Otherwise in this Lease, in the event are property
<br />loss. each of Landlord mid Terimit hereby agree to look solely to, and seek recovery only from, their respective property damage insurunce carriers to
<br />the extent that such property loss is ore type that is covered by the property damage insurance it is required to carry under Exhibit'TY As long as
<br />such waivers of subrogation are reasonably available, each of the parties hereto hereby waives all of its rights and claims agninst each of the other
<br />parties hereto I'or such lossesnot provided such waiver of subrogation shalt not affect the right Orsuch puny ns the insured under its properly
<br />image policy (or policies) to recover thereunder, waives all ofthe rights of subrugation or its property damage insurers. The parties hereto further
<br />agree tint, sat long as no material additional premium is charged thine Pore, their respective property insurance policies are now, or shall be, endorsed
<br />such that the l'nreguing waiver ut'suhrogation shall not affect the right of the insured to recover thereunder.
<br />ARTICLE I5—EVENTS Of DEFAULTAND REMEDIES
<br />15.1 hn cuts of Deraiih tiv 9'cnnnt. The occurrence Of any of [lie rullmving shall constitute a material de Oiuh and breach of this
<br />Lini.ge by Tenant (an -Even( of Deft ult"):
<br />,Vol f6 ,de Cenho'Lr- Cio•njSumaAna Len.rre •13.
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