Common use of Condemnation Clause in Contracts

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all of the Premises, or such any portion of the Premises as would renderwhich materially affects Tenant's ability to continue to use the remainder thereof for the purposes set forth herein, in Landlord’s reasonable judgment, the continuance of Tenant’s business from or which renders the Premises impracticableuntenantable, shall be permanently is taken by right of eminent domain or condemned for by condemnation, or is conveyed in lieu of any public purposesuch taking, then Landlord or Tenant this Lease may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have terminated at the option of terminating this Lease Tenant. Such option shall be exercised by written Tenant giving notice to Tenant within ten (10) days following the date Landlord of such condemnation termination within 30 days after such taking or taking. If this Lease is terminated as provided above, conveyance; whereupon this Lease shall cease forthwith terminate and expire the Rent shall be duly apportioned as of the date of such taking or conveyance. Upon such termination, Tenant shall surrender to Landlord the takingPremises and all of Tenant's interest therein under this Lease, and Landlord may re-enter and take possession of the Premises or remove Tenant therefrom. In the event that this Lease is not terminated and a If any portion of the Premises is taken, Tenant shall pay taken which does not materially affect Tenant's right to use the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion remainder of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofpurposes set forth herein, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such takingeffect, and Landlord shall promptly perform any repair or restoration work required to restore the Premises, insofar as possible, to former condition, and the rental owing hereunder shall be under no obligation adjusted, if necessary, in such just manner and proportion as the part so taken (and its effect on Tenant's ability to make any repairs or alterationsuse the remainder of the Premises) bears to the whole. In the event of any taking of or conveyance as described herein, Landlord shall receive the Premises, Tenant hereby assigns to Landlord award or consideration for the value of all or any portion of the unexpired term of the Lease lands and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award thereforimprovements so taken; provided, however, Tenant may pursue a separate that Landlord shall have no interest in any award from the condemning authority made for (a) relocation and moving expenses, and (b) compensation for Tenant's loss of business or value of its leasehold interest or for the taking of Tenant’s business's fixtures or property, or for Tenant's relocation expenses. Landlord and Tenant shall cooperate with one another in making claims for condemnation awards.

Condemnation. If all or substantially all of the PremisesComplex is taken or condemned, or such portion acquired under threat of condemnation, by or at the direction of any governmental authority (a “Taking” or “Taken”, as the context requires), or if so much of the Premises as would renderComplex is Taken that, in Landlord’s reasonable judgmentopinion, the continuance remainder cannot be restored to an economically viable, quality office building, or if the awards payable to Landlord as a result of Tenantany Taking are, in Landlord’s business from opinion, inadequate to restore the Premises impracticableremainder to an economically viable, shall be permanently taken or condemned for any public purposequality office building, then Landlord or Tenant may terminate this Lease. If less than all or substantially all may, at its election, exercisable by the giving of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten sixty (1060) days following after the date of such condemnation or taking. If the Taking, terminate this Lease is terminated as provided above, this Lease shall cease and expire Agreement as of the date of the taking. In Taking or the event that this Lease date Tenant is not terminated and a portion deprived of possession of the Leased Premises (whichever is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basislater). If this Lease Agreement is not terminatedterminated as a result of a Taking, Landlord shall promptly repair restore the Premises’ building Leased Premises remaining after the Taking to an architectural unita Building standard condition. During the period of restoration, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder Base Rent shall be limited abated to the extent the Leased Premises are rendered untenantable and, after the period of restoration, Base Rent and Tenant’s pro rata share shall be reduced in the proportion that the area of the net proceeds from such taking made available Leased Premises Taken or otherwise rendered untenantable bears to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant area of the extent Leased Premises just prior to which the Premises will be restoredTaking. In If any portion of Base Rent is abated under this Section 14, Landlord may elect to extend the event of any temporary taking or condemnation for any public purpose expiration date of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis Term for the period of such takingthe abatement. All awards, and Landlord shall be under no obligation proceeds, compensation or other payments from or with respect to make any repairs or alterations. In the event of any taking Taking of the PremisesComplex or any portion thereof shall belong to Landlord, Tenant hereby assigns assigning to Landlord the value all of all or any portion of the unexpired term of the Lease its right, title, interest and all leasehold improvements, and claim to same. Tenant shall not have the right to assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award and recover from the condemning authority for (a) authority, but not from Landlord, such compensation as may be awarded on account of Tenant’s moving and relocation and moving expenses, and (b) compensation for depreciation to and loss of Tenant’s businessmovable personal property.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s or Tenant’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord or Tenant shall have the option of terminating this Lease by written notice to Tenant the other within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all of the Premises, entire Premises or such portion of part thereof as will render the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, remainder untenantable shall be permanently taken or condemned by eminent domain for any public or quasi-public use or purpose, then Landlord or Tenant may this Lease shall terminate this Leaseas of the date of the title vesting in such proceedings. If less than all twenty-five percent (25%) or substantially all more of the gross leasable area of the Premises shall be so taken, then Landlord Tenant shall each have the option of terminating right to terminate this Lease by written notice to Tenant Landlord within ten sixty (1060) days following after the date of title vesting in such condemnation or takingproceedings. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion any part of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, be so taken and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall not be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease shall continue in full force and effect effect, except that Base Rental the fixed minimum rent and other charges hereunder shall be reduced in the same proportion that the gross leasable area of the Premises taken bears to the original gross leasable area demised. Landlord shall, upon receipt of the award in condemnation, make all necessary repairs or alterations to restore the Premises remaining to as near its former condition as the circumstances will permit. However, Landlord shall not be required to spend for such repair an amount in excess of the amount received by Landlord as damages for the taking. Tenant, at Tenant’s expense, shall make all necessary repairs and alterations to Tenant’s trade and lighting fixtures, Signs, and contents. If more than fifty percent (50%) of the gross leasable area the Old Vanderburgh County Courthouse shall be so taken, Landlord shall have the right to give Tenant written notice to terminate this Lease, effective as of the date of title vesting in such proceedings. If this Lease is terminated pursuant to this Section 17, all rents and Additional Rental Rent shall be adjusted on an equitable basis for paid by Tenant up to the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking later of the date that possession is so taken by public authority or the date Tenant vacates the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all Mortgagor, promptly upon obtaining knowledge of the Premises, institution or such portion pending institution of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable proceedings for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue will notify Mortgagee thereof. Mortgagee may participate in full force any such proceedings and effect except that Base Rental may be represented therein by counsel of Mortgagee’s selection. Mortgagor from time to time will deliver to Mortgagee all instruments requested by it to permit or facilitate such participation. In the event of such condemnation proceedings, the award or compensation payable is hereby assigned to and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord paid to Mortgagee. Mortgagee shall be under no obligation to make question the amount of any repairs such award or alterationscompensation and may accept the same in the amount in which the same shall be paid. The proceeds of any award or compensation so received shall, at the option of the Required Banks, either be applied to the prepayment of the Notes and all interest and other sums accrued and unpaid in respect thereof at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award by the condemning authority, or be disbursed to Mortgagor from time to time for restoration of the Improvements. Notwithstanding the provisions of the immediately preceding sentence, provided no default shall exist hereunder or under the Loan Agreement and subject to the conditions set forth below, any such condemnation award proceeds received by Mortgagee (less Mortgagee’s reasonable expenses for collecting and disbursing the same, or otherwise incurred in connection therewith) shall be applied by Mortgagee to the payment of, or the reimbursement of Mortgagor for, the costs and expenses incurred by Mortgagor in the restoration of the Improvements on the Premises. Advances of condemnation award proceeds shall be made to Mortgagor in accordance with Mortgagee’s standard construction lending practices, terms and conditions. Notwithstanding the foregoing, in any case where the extent of the condemnation award proceeds paid in respect thereof are $2,000,000 or less, and provided no default shall exist hereunder or under the Loan Agreement, so long as Mortgagor shall promptly undertake, and thereafter diligently prosecute to completion, such restoration, such proceeds shall be paid directly to Mortgagor, to be applied by Mortgagor for expenses incurred in connection with such restoration. Condemnation award proceeds not required for restoration, or not in fact so applied, shall, at the option of the Required Banks, be applied either to the prepayment of the Notes and interest accrued and unpaid thereon (at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award by the condemning authority) in such order and proportions as the Required Banks shall elect, or shall be paid over to Mortgagor. It is understood that any condemnation award proceeds (less Mortgagee’s reasonable expenses in connection therewith as set forth above) received by Mortgagee and not disbursed to Mortgagor due to the existence of a default hereunder or under the Loan Agreement, and any such condemnation award proceeds, or portions thereof, being held by Mortgagee for periodic disbursement during the course of restoration as set forth above, shall be held by Mortgagee in an interest-bearing account and not applied to the repayment of the Loan unless and until an Event of Default shall occur hereunder, provided, however, that upon such an Event of Default any such proceeds then held by Mortgagee, and any interest earned thereon, shall, at the option of the Required Banks, be applied by Mortgagee to the outstanding principal of and accrued and unpaid interest on the Notes in such order and proportions as the Required Banks shall elect. It shall be a condition to any restoration that Mortgagee and the Engineering Consultant shall have determined, in their reasonable judgment, that the amount of available condemnation award proceeds are sufficient to restore the Premises and Improvements, to the same condition, character and at least equal value and general utility as nearly as possible to that existing prior to the condemnation, no later than (x) in cases where the taking and available condemnation award proceeds are in the amount of $10,000,000 or more, twelve (12) months prior to the Maturity Date of the Loan or (y) in cases where the taking and available condemnation award proceeds are in the amount of less than $10,000,000, the Maturity Date of the Loan. In the event of any taking such condemnation award proceeds are inadequate for such restoration, Mortgagor shall deposit with Mortgagee an amount (the “Condemnation Excess Amount”) equal to the excess of the Premisesestimated cost of restoration, Tenant hereby assigns as determined by Mortgagee, over the amount of such condemnation award proceeds. Notwithstanding the foregoing, Mortgagee shall accept, in lieu of such deposit, an unconditional, irrevocable letter of credit in the Condemnation Excess Amount issued to Landlord Mortgagee by a financial institution, and otherwise in form and substance, acceptable to Mortgagee in all respects. If Mortgagor shall not have deposited the value Condemnation Excess Amount with Mortgagee or if Mortgagee shall not have received such letter of all or any portion credit, as the case may be, within thirty (30) days following Mortgagee’s receipt of the unexpired term condemnation award proceeds, or if restoration work shall not have been commenced and the other conditions therefor satisfied by Mortgagor within sixty (60) days following Mortgagee’s receipt of the Lease condemnation award proceeds and, thereafter, not diligently pursued in accordance with this Section and all leasehold improvementslegal requirements, and Tenant shall not assert a claim for a Mortgagee may apply such condemnation award therefor; provided, however, Tenant may pursue a separate proceeds to the prepayment of the Notes and interest accrued and unpaid thereon (at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award from by the condemning authority for (aauthority) relocation in such order and moving expensesproportions as the Required Banks shall elect. If, and (b) compensation for loss of Tenant’s businessfollowing restoration in accordance with this Section 1.13, there are any excess condemnation award proceeds, such excess proceeds shall, provided there exists no default hereunder or under the Loan Agreement, be paid over to Mortgagor.

Condemnation. If all In the event of a condemnation or substantially all taking of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all entire or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation a public or taking. If this Lease is terminated as provided abovequasi-public authority, this Lease shall cease and expire terminate as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, title vests in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredpublic or quasi-public authority. In the event of any temporary a taking or condemnation for any public purpose of fifteen percent (15%) or more (but less than the whole) of the Building and without regard to whether the Premises are part of such taking or any portion thereofcondemnation, Landlord or Tenant may elect to terminate this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for by giving notice to the period other within sixty (60) days of receiving notice of such taking, and Landlord shall be under no obligation to make any repairs or alterationscondemnation. In the event of a partial taking as described in this Article, or a sale, transfer or conveyance in lieu thereof, which does not result in the termination of this Lease, Rent shall be apportioned according to the ratio that the part of the Premises remaining usable by Tenant bears to the total area of the Premises and other equitable factors bearing on the Fair Rental Value of the Premises. All compensation awarded for any taking condemnation shall be the property of Landlord, whether such damages shall be awarded as a compensation for diminution in the value of the leasehold or to the fee of the Premises, and Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessright, title and interest in and to any and all such compensation except that relating to Tenant Improvements paid for by Tenant and not reimbursed by Landlord. Providing, however that in the event this Lease is terminated, Tenant shall be entitled to make a separate claim for costs of relocation of its Tenant Improvements and moving. Notwithstanding anything herein to the contrary, any condemnation award to Tenant shall be available only to the extent such award is payable separately to Tenant and does not diminish the award available to Landlord or any Lender of Landlord. Any additional portion of such award shall belong to Landlord. Except as provided in this Article 11, Tenant hereby waives any and all rights, imposed by law, statute, ordinance, governmental regulation or requirement of the United States, the State in which the Building is located or any local government authority or agency or any political subdivision thereof, now or hereafter in effect, it might otherwise have to petition a court to terminate the Lease.

Condemnation. (a) If all or substantially all the whole of the PremisesBuilding or Premises should be condemned, this Lease shall terminate as of the date when physical possession of the Building or the Premises is taken by the condemning authority. If less than substantially the whole of the Building or the Premises is thus taken or sold, this Lease shall be unaffected by such taking, provided that (i) Tenant shall have the right to terminate this Lease by written notice to Landlord given within ninety (90) days after the date of such taking if twenty percent (20%) or more of the Premises is taken and the remaining area of the Premises is not reasonably sufficient for Tenant to continue operation of its business, and (ii) Landlord (whether or not the Premises are affected thereby) may terminate this Lease by giving written notice thereof to Tenant within sixty (60) days after the date of such taking, in which event this Lease shall terminate as of the date when physical possession of such portion of the Building or Premises is taken by the condemning authority. If, upon any such condemnation of less than substantially the whole of the Building or the Premises, this Lease shall not be thus terminated, the Rent payable hereunder shall be diminished by an amount representing that part of the Rent as would rendershall properly be allocable to the portion of the Premises which was so condemned, and Landlord shall, at Landlord’s sole expense, restore and reconstruct the remainder of the Building and the Premises to substantially their former condition to the extent that the same, in Landlord’s reasonable judgment, may be feasible, but such work shall not exceed the continuance scope of the work done in originally constructing the Building, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation awarded upon a taking of any part or all of the Building or the Premises. Subject to the rights of any mortgagee under a mortgage or deed of trust covering the Building, Landlord shall be entitled to and shall receive the total amount of any award made with respect to condemnation of the Premises or Building, regardless of whether the award is based on a single award or a separate award as between the respective parties, and to the extent that any such award or awards shall be made to Tenant or to any person claiming through or under Tenant, Tenant hereby irrevocably assigns to Landlord all of its rights, title and interest in and to any such awards. No portion of any such award or awards shall be allocated to or paid to Tenant for any so-called bonus or excess value of this Lease by reason of the relationship between the rental payable under this Lease and what may at the time be a fair market rental for the Premises, nor for Tenant’s unamortized costs of leasehold improvements. The foregoing notwithstanding, and if Tenant be not in default for any reason, Landlord shall turn over to Tenant, promptly after receipt thereof by Landlord, that portion of any such award received by Landlord hereunder which is attributable to Tenant’s fixtures and equipment which are condemned as part of the property taken but which Tenant would otherwise be entitled to remove, and the appraisal of the condemning authority with respect to the amount of any such award allocable to such items shall be conclusive. The foregoing shall not, however, be deemed to restrict Tenant’s right to pursue a separate award specifically for its relocation expenses or the taking of Tenant’s business from the Premises impracticable, shall be permanently taken personal property or condemned for trade fixtures so long as such separate award does not diminish any public purpose, then award otherwise due Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date as a result of such condemnation or taking. If Tenant hereby specifically waives any and all rights it may have under any law, statute, ordinance or regulation (including, without limitation, Sections 1265.120 and 1265.130 of the California Code of Civil Procedure), to terminate or petition to terminate this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or upon partial condemnation for any public purpose of the Premises or any portion thereofBuilding, and the parties hereto specifically agree that this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessautomatically terminate upon condemnation.

Condemnation. If all or substantially all Mortgagor, promptly upon obtaining knowledge of the Premises, institution or such portion pending institution of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable proceedings for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue will notify Mortgagee thereof. Mortgagee may participate in full force any such proceedings and effect except that Base Rental may be represented therein by counsel of Mortgagee’s selection. Mortgagor from time to time will deliver to Mortgagee all instruments requested by it to permit or facilitate such participation. In the event of such condemnation proceedings, the award or compensation payable is hereby assigned to and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord paid to Mortgagee. Mortgagee shall be under no obligation to make question the amount of any repairs such award or alterationscompensation and may accept the same in the amount in which the same shall be paid. The proceeds of any award or compensation so received shall, at the option of the Required Banks, either be applied to the prepayment of the Mortgagor Notes and all interest and other sums accrued and unpaid in respect thereof at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award by the condemning authority, or be disbursed to Mortgagor from time to time for restoration of the Improvements. Notwithstanding the provisions of the immediately preceding sentence, provided no default shall exist hereunder or under the Loan Agreement and subject to the conditions set forth below, any such condemnation award proceeds received by Mortgagee (less Mortgagee’s reasonable expenses for collecting and disbursing the same, or otherwise incurred in connection therewith) shall be applied by Mortgagee to the payment of, or the reimbursement of Mortgagor for, the costs and expenses incurred by Mortgagor in the restoration of the Improvements on the Premises. Advances of condemnation award proceeds shall be made to Mortgagor in accordance with Mortgagee’s standard construction lending practices, terms and conditions. Notwithstanding the foregoing, in any case where the extent of the condemnation award proceeds paid in respect thereof are $2,000,000 or less, and provided no default shall exist hereunder or under the Loan Agreement, so long as Mortgagor shall promptly undertake, and thereafter diligently prosecute to completion, such restoration, such proceeds shall be paid directly to Mortgagor, to be applied by Mortgagor for expenses incurred in connection with such restoration. Condemnation award proceeds not required for restoration, or not in fact so applied, shall, at the option of the Required Banks, be applied either to the prepayment of the Mortgagor Notes and interest accrued and unpaid thereon (at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award by the condemning authority) in such order and proportions as the Required Banks shall elect, or shall be paid over to Mortgagor. It is understood that any condemnation award proceeds (less Mortgagee’s reasonable expenses in connection therewith as set forth above) received by Mortgagee and not disbursed to Mortgagor due to the existence of a default hereunder or under the Loan Agreement, and any such condemnation award proceeds, or portions thereof, being held by Mortgagee for periodic disbursement during the course of restoration as set forth above, shall be held by Mortgagee in an interest-bearing account and not applied to the repayment of the Loan unless and until an Event of Default shall occur hereunder, provided, however, that upon such an Event of Default any such proceeds then held by Mortgagee, and any interest earned thereon, shall, at the option of the Required Banks, be applied by Mortgagee to the outstanding principal of and accrued and unpaid interest on the Mortgagor Notes in such order and proportions as the Required Banks shall elect. It shall be a condition to any restoration that Mortgagee and the Engineering Consultant shall have determined, in their reasonable judgment, that the amount of available condemnation award proceeds are sufficient to restore the Premises and Improvements, to the same condition, character and at least equal value and general utility as nearly as possible to that existing prior to the condemnation, no later than (x) in cases where the taking and available condemnation award proceeds are in the amount of $10,000,000 or more, twelve (12) months prior to the Maturity Date of the Loan or (y) in cases where the taking and available condemnation award proceeds are in the amount of less than $10,000,000, the Maturity Date of the Loan. In the event of any taking such condemnation award proceeds are inadequate for such restoration, Mortgagor shall deposit with Mortgagee an amount (the “Condemnation Excess Amount”) equal to the excess of the Premisesestimated cost of restoration, Tenant hereby assigns as determined by Mortgagee, over the amount of such condemnation award proceeds. Notwithstanding the foregoing, Mortgagee shall accept, in lieu of such deposit, an unconditional, irrevocable letter of credit in the Condemnation Excess Amount issued to Landlord Mortgagee by a financial institution, and otherwise in form and substance, acceptable to Mortgagee in all respects. If Mortgagor shall not have deposited the value Condemnation Excess Amount with Mortgagee or if Mortgagee shall not have received such letter of all or any portion credit, as the case may be, within thirty (30) days following Mortgagee’s receipt of the unexpired term condemnation award proceeds, or if restoration work shall not have been commenced and the other conditions therefor satisfied by Mortgagor within sixty (60) days following Mortgagee’s receipt of the Lease condemnation award proceeds and, thereafter, not diligently pursued in accordance with this Section and all leasehold improvementslegal requirements, and Tenant shall not assert a claim for a Mortgagee may apply such condemnation award therefor; provided, however, Tenant may pursue a separate proceeds to the prepayment of the Mortgagor Notes and interest accrued and unpaid thereon (at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award from by the condemning authority for (aauthority) relocation in such order and moving expensesproportions as the Required Banks shall elect. If, and (b) compensation for loss of Tenant’s businessfollowing restoration in accordance with this Section 1.13, there are any excess condemnation award proceeds, such excess proceeds shall, provided there exists no default hereunder or under the Loan Agreement, be paid over to Mortgagor.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, As used in Landlord’s reasonable judgmentthis Paragraph, the continuance of Tenant’s business from term “Condemnation Proceedings” means any actions or proceedings in which any interest in any Premises (the Premises impracticable, shall be permanently “Affected Premises”) is taken or condemned for any public purpose, then Landlord or Tenant may terminate this Leasequasi-public purpose by any lawful authority through exercise of the power of eminent domain or by purchase or other means in lieu of such exercise. If less than all or substantially all the whole of the Affected Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided abovetaken through Condemnation Proceedings, this Lease shall cease and expire automatically terminate as of the date of the taking with respect to the Affected Premises (only). The phrase “as of the date of the taking” means the date of taking actual physical possession by the condemning authority or such earlier date as the condemning authority gives notice that it is deemed to have taken possession. Tenant may terminate this Lease with respect to the Affected Premises if more than twenty-five percent (25%) of the Affected Premises is taken or any portion of the Affected Premises is taken which substantially interferes with Tenant’s ability to operate or use the Affected Premises for either the permitted use for such Premises specified in Schedule A or such other use of such Affected Premises for which Landlord has previously given written approval. Any such termination must be accomplished through written notice given no later than thirty (30) days after, and shall be effective as of, the date of such taking. In the event that all other cases, or if Tenant fails to exercise its right to terminate, this Lease is not terminated shall remain in effect, and Tenant shall, subject to the availability of adequate condemnation proceeds, promptly repair and restore the Affected Premises as nearly as possible to the nature and character that existed immediately prior to such taking and, to the extent required by Section 12.1, in accordance with plans approved by Landlord. If a portion of the Affected Premises is taken, Tenant shall pay the Base Rental taken and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord the Monthly Rent shall promptly repair be reduced in the Premises’ building proportion that the area of the Premises taken bears to an architectural unitthe total area of the Premises immediately prior to the taking. Whether or not this Lease is terminated as a consequence of Condemnation Proceedings, fit all damages or compensation awarded for a partial or total taking, including any award for severance damage and any sums compensating for diminution in the value of or deprivation of the leasehold estate under this Lease, shall be the sole and exclusive property of Landlord, provided that Tenant shall be entitled to any award for the loss of, or damage to, Tenant’s occupancy trade fixtures, loss of business and businessmoving expenses; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent if (y) this Lease is not terminated as a consequence of the net proceeds from Condemnation Proceedings, and (z) Landlord receives an award in such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable Condemnation Proceedings for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force repair and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking restoration of the Premises, Landlord shall make available to Tenant hereby assigns to Landlord the value of all or any a portion of the unexpired term award so designated, as necessary, for Tenant to complete its obligations of repair and restoration under this Paragraph. If made, the disbursement of such portion of the Lease and all leasehold improvementsaward shall be made by Landlord to Tenant in accordance with disbursement procedures typically used by construction lenders in the Provo/Orem, and Utah metropolitan area. Tenant shall not assert have no claim against Landlord for the occurrence of any Condemnation Proceedings, or for the termination of this Lease or a claim for reduction in the Premises as a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss result of Tenant’s businessany Condemnation Proceedings.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgmentProperty, the continuance of Tenant’s business from the Premises impracticable, Building or any portion thereof shall be permanently taken or condemned by any competent authority for any public purposeor quasi-public use or purpose (a “taking”), then or if the configuration of any roadway, street, alley, or railroad line adjacent to or beneath the Building is changed by any competent authority and such taking or change in configuration makes it necessary or desirable to remodel or reconstruct the Building or any part thereof, Landlord or Tenant may terminate shall have the right, exercisable at its sole discretion, to cancel this Lease. If Lease upon not less than all ninety (90) days’ notice prior to the date of cancellation designated in the notice. No money or substantially all other consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by such taking or change in configuration; provided, however, nothing herein shall prevent Tenant from pursuing a judgment from the taking authority for its moving expenses, the unamortized costs of improvements paid for by Tenant (and not paid by Landlord allowance) and trade fixtures so long as pursued in a separate action which will not result in a reduction of any award otherwise payable to Landlord (except for the cost of such Tenant’s trade fixtures, unamortized improvements (not paid by allowance) or the Tenant’s expense of moving that might otherwise have been paid to Landlord). In the event that any part of the Premises shall be takentaken by any public authority or for any public use and the remainder, even after restoration, would not be reasonably suitable for Tenant’s use, in Tenant’s bona fide business judgment, or in the event that a taking results in a permanent loss of adequate parking or a permanent deprivation of all reasonable commercial access to the Premises, then Landlord shall have the option of terminating this Lease may be terminated at the election of Tenant, which election shall be made by written giving of notice by Tenant to Tenant Landlord within ten thirty (1030) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of after the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all In the event of a Total Taking of the Premises------------ Premises or the Building, then this Lease shall terminate as of the date when physical possession of the Premises or such Building, as applicable, is taken by the condemning authority. If a Partial Taking occurs which relates to a material portion of the Premises as would render, in Landlord’s reasonable judgment, Building or if Landlord is required to pay any of the continuance proceeds from such Partial Taking to the lessor under a Ground Lease or to the holder of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposea Financing Lien, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have at the option of terminating this Lease Landlord, exercised by written notice to Tenant within ten thirty (1030) days following after the date of such condemnation or takingPartial Taking, shall terminate regardless of whether the Premises are affected by such Partial Taking. If In this event, Rent shall be apportioned as of the date when physical possession of the applicable portion of the Building is taken by the condemning authority. In the event of a Partial Taking of the Premises which results in the Premises being Untenantable, then Tenant may terminate this Lease is terminated as provided above, this Lease shall cease and expire as of the date of such Taking by giving Landlord written notice of Tenant's termination election within thirty (30) days after the takingdate of such Taking; and Rent shall be apportioned as of the date of such Taking. In If a Taking of the event that Premises occurs which entitles Tenant to terminate this Lease but Tenant does not do so in the manner and within the time period specified in the immediately preceding sentence, then Tenant shall be deemed to have irrevocably waived its termination right. If Tenant is deemed to have waived its termination right or if a Partial Taking of the Premises occurs which does not terminated and result in the Premises becoming Untenantable, then Landlord shall allow Tenant a fair diminution of Rent as to that portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up subject to the date of the taking, such Taking; and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall otherwise continue in full force and effect except that Base Rental and Additional Rental effect. All proceeds (whether in a lump sum or in separate awards) of any Taking shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation paid to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvementsLandlord, and Tenant shall not be entitled to (and expressly waives any claim to) any portion of Landlord's award. However, Tenant shall have the right to assert a separate claim for a condemnation award therefor; provided, however, any loss resulting to Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expensessuch Taking if, and (b) compensation for loss of Tenant’s business.only

Condemnation. If all or substantially all of (a) the PremisesLand, Building and Demised Premises leased herein, or such of which the Demised Premises is a part, or any portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticablethereof, shall be permanently taken under eminent domain or condemned for any public purposecondemnation proceedings, then Landlord or Tenant may terminate this Lease. If less than all (b) if suit or substantially all of the Premises other action shall be takeninstituted for the taking or condemnation thereof, then Landlord shall have the option or (c) if in lieu of terminating this Lease by written notice to Tenant within ten (10) days following the date of such any formal condemnation proceedings or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedactions, Landlord shall promptly repair grant an option to purchase and or shall sell and convey the Premises’ building to an architectural unitLand, fit for Tenant’s occupancy Building and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Demised Premises or any portion thereof, then this Lease Lease, at the option of Landlord shall continue in full force terminate, and effect except that Base Rental and Additional Rental the term hereof shall be adjusted on an equitable basis for the period end as of such taking, and date as Landlord shall fix by notice in writing; and Tenant shall have no claim or right to claim or be under no obligation entitled to make any repairs or alterations. In the event portion of any taking amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the Premisespurchase price for such option, sale or conveyance in lieu of formal condemnation proceedings, other than moving or relocation expenses or other damages which are the subject of an independent claim and do not reduce Landlord’s award or an independent claim for its furniture, fixtures and equipment (other than Tenant’s Work); and, subject to the above, all rights of Tenant to damages, if any, are hereby assigns assigned to Landlord Landlord. Tenant agrees to execute and deliver any instruments, at the value expense of all Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Land, Building and Demised Premises or any portion of thereof. Tenant covenants and agrees to vacate the unexpired term of Demised Premises, remove all Tenant’s personal property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the Lease and all leasehold improvementsaforementioned notice. Failure by Tenant to comply with any provision in this clause shall subject Tenant to such costs, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, damages and (b) compensation for loss losses as Landlord may incur by reason of Tenant’s businessbreach hereof.

Condemnation. If all the whole or substantially all any substantial part of the Premises, Building or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Building or Premises shall be so acquired or condemned then Landlord this Lease shall continue in force and effect, except (i) if a part of the Premises is acquired or condemned, from and after the date of the vesting of title, the Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation, (ii) if the part of the Building so acquired or condemned shall contain more than thirty (30%) percent of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may terminate this Lease, and (iii) whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may terminate this Lease. If less than all Any termination by Landlord or substantially all of the Premises shall Tenant must be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant given within ten sixty (1060) days following the date of such condemnation or takingnotice of vesting of title. If any termination notice is given by Landlord or Tenant this Lease is terminated as provided above, this Lease and the Term shall cease come to an end and expire as of five (5) days after the date of the takingtermination notice with the same effect as if the date of expiration of said five (5) days were the Expiration Date. In the event that this Lease is not terminated and If a portion part of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, be so acquired or condemned and this Lease shall thereupon cease and terminate with respect not be terminated pursuant to the portion foregoing provisions of this Subsection, Landlord, at Landlord’s expense, shall restore that part of the Premises not so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises acquired or condemned to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredself-contained rental unit. In the event of any temporary taking or condemnation termination of this Lease pursuant to the provisions of this Subsection A, the Rent shall be apportioned as of the date of termination and any prepaid portion of Rent for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental period after such date shall be adjusted on an equitable basis for the period of such taking, and refunded by Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. (a) If all the entire (or substantially all of the Premisesa material portion thereof as determined by Tenant) Property, or such portion the use or possession thereof, is taken in condemnation proceedings, or by any right of the Premises as would rendereminent domain, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then if Landlord shall have the option deliver to a governmental authority a deed in lieu of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or eminent domain (individually or collectively, a "taking. If this Lease is terminated as provided above" or “taken”), then, this Lease shall cease and expire as of terminate on the date when possession shall be taken by the condemnor or if earlier, upon Xxxxxx’s notice to Landlord that it is terminating as a result of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the said taking, and Rent, Additional Rent and all other charges payable hereunder shall be apportioned and paid in full up to that date, and all prepaid unearned Fixed Rent, Additional Rent, and all other charges prepaid hereunder, shall promptly be repaid by Landlord to Tenant (including, for example, Taxes). If only a part of the Property shall be so taken, then Tenant may only terminate this Lease shall thereupon cease and terminate with respect to if in Tenant’s reasonable discretion, the portion loss of the Premises so taken. Thereafter the Base Rental taken portion shall interfere with Tenant’s use and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit occupancy for Tenant’s occupancy intended purpose, and business; provided, however, further provided that Landlord’s obligation Tenant shall so notify Landlord of its election to repair hereunder terminate. If Tenant shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may so terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease shall continue in full force and effect effect, except that Base Rental Fixed Rent, Additional Rent and Additional Rental all other charges payable hereunder shall, subject to the provisions below regarding parking only, be equitably abated (and if the parties cannot agree on the appropriate abatement, then either may submit the matter to binding arbitration as permitted by this Lease). In such case, Tenant, at Xxxxxx's own expense not in excess of any condemnation proceeds, shall be adjusted on an equitable basis for repair all damage to the period of Property as shall have been caused by such partial taking, and Landlord shall restore the Property to a complete architectural unit. All proceeds of condemnation shall be under no obligation applied first to make any repairs or alterationssuch restoration, and then allocated between Landlord and Xxxxxx as contemplated hereby. In Fixed Rent, Additional Rent and other charges payable hereunder shall xxxxx until the event of any taking of Property shall have been restored to a tenantable condition, including a reasonable additional period, not to exceed 90 days, for Tenant to refixture. During the Premisesrestoration, Tenant hereby assigns may operate its business out of a temporary structure such as a trailer, subject to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and compliance with Laws. Tenant shall not assert a claim be obligated to pay Fixed Rent, Additional Rent or other charges for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss use of or attributable to Tenant’s businesstemporary structure.

Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of exercise of said power (all of which are herein called “condemnation”), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or substantially all possession, whichever first occurs. If more than 10% of the floor area of the Premises, or more than 25% of the portion of the Common Areas designated for Tenant’s parking, is taken by condemnation, Tenant may, at Tenant’s option, to be exercised in writing within 10 days after Landlord shall have given Tenant written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession), terminate this Lease as of the date the condemning authority takes such possession. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in the same proportion as would renderthe rentable floor area of the Premises taken bears to the total rentable floor area of the Premises and Landlord shall, if necessary, promptly proceed to restore the Premises or the Building, as applicable, to substantially its same condition prior to such partial condemnation, allowing for the reasonable effects of such partial condemnation, and a proportionate allowance shall be made to Tenant for the Rent corresponding to the time during which, and to the part of the Premises of which, Tenant is deprived on account of such partial condemnation and restoration. Landlord shall not be required to spend funds for restoration in excess of the amount received by Landlord as compensation awarded. No reduction of Base Rent shall occur if the condemnation does not apply to any portion of the Premises. Any award for the taking of all or any part of the Premises under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord; provided, however, that Tenant shall be entitled to any compensation, separately awarded to Tenant, for Tenant’s reasonable judgment, the continuance relocation expenses and/or loss of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the takingtrade fixtures. In the event that this Lease is not terminated and a portion by reason of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedsuch condemnation, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of its net severance damages in the condemnation matter, repair any damage to the Premises caused by such condemnation authority. Tenant shall be responsible for the payment of any amount in excess of such net proceeds from such taking made available severance damages required to Landlord for complete such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would renderso as, in Landlord’s the reasonable judgmentjudgment of Lessor, to make the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or balance thereof untenantable is condemned by eminent domain for any public purposeor quasi-public use or purpose or is transferred in avoidance of an exercise of the power of eminent domain (an “Appropriation”), then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire terminate as of the date that title vests in the condemning authority. All Base Rent and Additional Rent shall be paid up to such date of termination and Lessee shall have no further claim against Lessor nor against the condemning authority for the value of any unexpired term of the takingLease, and Lessor shall be entitled to receive any and all proceeds awarded on account of such Appropriation. Notwithstanding the foregoing, Lessee shall have the right to receive compensation or damages for the unamortized costs, depreciated on a straight line basis over the Lease Term, of its leasehold improvements, fixtures and removable personal property and Lessee shall be entitled to so called “moving and relocation benefits” and any award payable with respect to the “good will” of the business conducted on the Premises by Lessee, provided however that no such claim shall diminish Lessor’s award. In the event that this Lease is not terminated and of an Appropriation of a portion of the Premises is takenwhich does not result in a termination of this Lease as provided above, Tenant shall pay the Base Rental and Additional Rental up to Rent payable hereunder shall be abated in the date of the taking, and this Lease shall thereupon cease and terminate with respect to proportion which the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited taken bears to the extent total Premises immediately prior to the Appropriation. The entire award made by reason of any such partial Appropriation shall belong entirely to Lessor. Notwithstanding the net proceeds from such taking made available foregoing, Lessee shall have the right to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable receive compensation or damages for the operation of Tenant’s businessunamortized costs, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted depreciated on an equitable a straight line basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of over the Lease and all Term, of its leasehold improvements, fixtures and Tenant removable personal property and Lessee shall not assert a be entitled to so called “moving and relocation benefits” and any award payable with respect to the “good will” of the business conducted on the Premises by Lessee, provided however that no such claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenantshall diminish Lessor’s businessaward.

Condemnation. If all or substantially all of the Premises, or such a material portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takentaken or appropriated for public or quasi-public use by right of eminent domain with or without litigation or transferred by agreement in connection with such public or quasi-public use, then either party hereto shall have the right at its option, exercisable within thirty (30) days of receipt of notice of such taking, to terminate this Lease as of the date possession is taken by the condemning authority, provided, however, that before Tenant may terminate this Lease by reason of taking or appropriation as provided hereinabove, such taking or appropriation shall be of such an extent and nature as to substantially handicap, impede or impair Tenant’s use of the Premises. If any part of the Building other than the Premises shall be so taken or appropriated, Landlord shall have the right at its option to terminate this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation now or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up hereafter arising in or to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and businesssame or any part thereof; provided, however, that Landlord’s obligation to repair hereunder nothing contained herein shall be limited deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the extent taking of personal property and fixtures belonging to Tenant and/or for Tenant’s unamortized cost of leasehold improvements, so long as such award to Tenant does not decrease the value of the net proceeds from award that would otherwise be made to Landlord in such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredor condemnation. In the event of any temporary a partial taking or condemnation for any public purpose which does not result in a termination of this Lease, rent shall be abated in the proportion which the part of Premises so made unusable bears to the rented area of the Premises immediately prior to the taking, and Landlord, at Landlord’s cost, shall restore the Premises remaining to an architectural whole with the Base Rent reduced in proportion to what the area taken bears to the Premises prior to the taking. No temporary Please Initial Tenant ( ) taking of the Premises and/or of Tenant’s rights therein or any portion thereof, under this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for give Tenant the period right to terminate this Lease or to any abatement of such taking, and Landlord shall be under no obligation Rent thereunder. Any award made to make any repairs or alterations. In the event Tenant by reason of any such temporary taking of the Premises, where Landlord does not terminate this Lease shall belong entirely to Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall so long as said award does not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenantdiminish Landlord’s businessaward.

Condemnation. If all or substantially all the whole of the Leased Premises, or such portion of thereof as will make the Leased Premises as would renderunsuitable for the purposes herein leased, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or is condemned for any public purposeuse or purpose by any legally constituted authority, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takenthen, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date in either of such condemnation or taking. If this Lease is terminated as provided aboveevents, this Lease shall cease from the time when possession is taken by such public authority, and expire rental shall be accounted for between Landlord and Tenant as of the date of surrender of possession. Such termination shall be without prejudice to the takingrights of either Landlord or Tenant to recover compensation from the condemning authority for any loss or damage caused by such condemnation. In Neither Landlord nor Tenant shall have any rights in or to any award made to the event that this Lease is not terminated and other by the condemning authority. If a portion of the Leased Premises is takentaken by condemnation but the remaining premises may be still economically used for the purposes set forth herein, there shall be an equitable apportionment of rent. Sublet, Assignment. Tenant shall pay shall, from time to time, have the Base Rental and Additional Rental up right to the date sublet all or portions of the taking, and this Lease shall thereupon cease and terminate with respect to Leased Premises for the portion remainder of the Premises so taken. Thereafter term or any extension thereof with the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedprior written approval of Landlord, which approval Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredunreasonably withhold. In the event of any temporary taking or condemnation for any public purpose sublet of the Leased Premises or any portion thereofcontemplated hereunder, Tenant shall remain primarily liable for the payment of the rent herein reserved and for the performance of all other terms and conditions of this Lease shall continue in full force required to be performed by Tenant. It is further understood and effect except agreed that Base Rental this Lease may be assigned by Tenant upon written approval of the Landlord, such approval not to be unreasonably withheld. However, Landlord specifically agrees that this Lease may be assigned to and Additional Rental shall be adjusted on an equitable basis for assumed by any parent or affiliated corporation of the period Company. Landlord may assign this Lease to any person or persons without written approval of such takingTenant, provided that any assignee of Landlord agrees to abide by all of the terms, covenants, and Landlord shall be under no obligation to make any repairs conditions set forth in this Lease. Surrender at Termination. Tenant shall, on the expiration or alterations. In the event of any taking sooner termination of the Premiseslease term, Tenant hereby assigns surrender to Landlord the value Leased Premises, including all replacements, changes, additions, and improvements constructed or placed by Tenant therein, with all equipment in or appurtenant thereto, except all movable items and trade fixtures installed by Tenant, in good condition and repair, reasonable wear and tear excepted. Any movable items, trade fixtures, equipment, or personal property belonging to Tenant or to any other subtenant, if not removed at such termination and if Landlord shall so elect, shall be deemed abandoned and become the property of Landlord without any payment or offset therefor. If Landlord shall not so elect, Landlord may remove such fixtures or property from the Leased Premises and store them at Tenant's risk and expense. Tenant shall repair and restore and save Landlord harmless from all damage to the Leased Premises caused by such removal, whether by Tenant or by Landlord. It is further understood and agreed that at the termination of this Lease or any portion period of extension or renewal hereunder, Tenant shall surrender the premises to Landlord and, at the time of such surrender, remove, or cause to be removed, from the Leased Premises any and all items, of whatever nature and wheresoever situate on the Leased Premises, that may in any way interfere with Landlord's subsequent rental of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessproperty as standard commercial real estate.

Condemnation. (a) If all during the term of this Lease the Premises or substantially all any portion of the Building or Center Common Areas that is necessary for Tenant’s use and occupancy of the Premises, or such any substantial part of any of them, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in lieu of or in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done by or under color of any public authority, then (i) this Lease shall terminate as to the entire Premises at Landlord’s election by written notice given to Tenant within thirty (30) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises Premises, Building or Center taken is of such extent and nature as would rendersubstantially to handicap, in Landlord’s reasonable judgment, the continuance of impede or permanently impair Tenant’s business from use of the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Premises. If Tenant may elects to terminate this Lease. If less than all or substantially all of the Premises , Tenant shall be taken, then also notify Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to terminate on the date of taking if such date falls on any date before the taking, and date of termination designated by Tenant. If neither party elects to terminate this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; as hereinabove provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect (except that Base Rental and Additional Rental there shall be adjusted on an equitable basis for abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the period of such takingdegree to which Tenant’s ability to conduct its business in the Premises is impaired), and Landlord shall be restore the improvements for which Landlord is responsible under no obligation clause (x) of Section 13.1(a) above to make any repairs or alterations. In a complete architectural whole and a functional condition and as nearly as reasonably possible to the event of any taking of condition existing before the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvementstaking, and Tenant shall not assert restore the improvements for which Tenant is responsible under clause (y) of Section 13.1(a) above to a claim for complete architectural whole and a condemnation award thereforfunctional condition and as nearly as reasonably possible to the condition existing before the taking; provided, however, that Tenant in its discretion may pursue a separate award from elect not to repair, restore or replace any or all of the condemning authority for items which would otherwise be Tenant’s responsibility to the extent such items were constructed or installed at Tenant’s sole expense and without any payment or reimbursement by Landlord. In connection with any such restoration, each party shall use reasonable efforts (aincluding, without limitation, any necessary negotiation or intercession with its respective lender, if any) relocation and moving expenses, and (b) to ensure that any severance damages or other condemnation awards intended to provide compensation for loss rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of Tenant’s businesstheir respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Premises, Building and Center. Each party expressly waives the provisions of California Code of Civil Procedure Section 1265.130 and of any other existing or future law to the extent such provisions would allow either party to terminate (or to petition the Superior Court to terminate) a lease in the event of a partial condemnation or taking of the leased property, it being the intention of the parties that their respective rights in such circumstances shall be governed solely by the provisions of this Article 13.

Condemnation. If all the whole or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a substantial portion of the Premises is takencondemned by eminent domain, inversely condemned or sold in lieu of condemnation for any public or quasi-public use or purpose (“Condemned”), then Tenant or Landlord may terminate this Lease as of the date when physical possession of the Premises is taken and title vests in such condemning authority, and Base Rent shall pay the Base Rental and Additional Rental up be adjusted to the date of termination. Tenant shall not because of such condemnation assert any claim against Landlord or the takingcondemning authority for any compensation because of such condemnation, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental Landlord shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair entitled to receive the Premises’ building to an architectural unit, fit entire amount of any award without deduction for any estate of interest or other interest of Tenant’s occupancy and business; provided, however, that the foregoing provisions shall not preclude Tenant, at Tenant’s sole cost and expense, from obtaining any separate award to Tenant for loss of or damage to Tenant’s trade fixtures, equipment, Permitted Improvements and removable personal property or for damages for cessation or interruption of Tenant’s business provided such award is separate from Landlord’s obligation award in addition to repair hereunder the foregoing, Tenant shall be limited entitled to seek compensation for loss of business, any and all the relocation costs or the taking of Tenant’s trade fixtures, Permitted Improvements or equipment recoverable by Tenant pursuant to the extent provisions of the net proceeds from such taking made available North Carolina law. If neither party elects to terminate this Lease, Landlord for such repair. Howevershall, in the event such proceeds are not sufficient if necessary, promptly proceed to restore the Premises to a substantially the same condition reasonably suitable then existing prior to such partial condemnation, allowing for the operation reasonable effects of such partial condemnation, and a proportionate allowance shall be made to Tenant’s business, Tenant may terminate this Lease, at for the Base Rent corresponding to the time Landlord notifies Tenant of during which, and to the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose part of the Premises or any portion thereofof which, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted Tenant is deprived on an equitable basis for the period account of such taking, partial condemnation and restoration. Landlord shall not be under no obligation required to make any repairs or alterations. In the event of any taking spend funds for restoration in excess of the Premises, Tenant hereby assigns to amount received by Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) as compensation for loss of Tenant’s businessawarded.

Condemnation. If all or substantially all of the Premises, Property is condemned or such portion is sold in lieu of condemnation to the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposecondemning authority, then Landlord or Tenant may this Lease shall terminate this Leaseon the date the condemning authority takes possession. If less than all or substantially all of the Property is so condemned or sold (whether or not the Premises shall are affected) and in Landlord’s judgment, the Property cannot be takenrestored to an economically viable condition, then or if any mortgage of the Property requires application of condemnation proceeds to the reduction of the mortgage debt, Landlord shall have the option of terminating may terminate this Lease by written notice to Tenant within ten (10) days following effective on the date of such condemnation or takingthe condemning authority takes possession. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion condemnation will render any substantial part of the Premises is takenuntenantable, Tenant shall pay the Base Rental and Additional Rental up may terminate this Lease by written notice to Landlord effective on the date the condemning authority takes possession of the taking, and this Lease shall thereupon cease and terminate with respect to the portion affected part of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisPremises. If this Lease is not terminatedso terminated by Landlord or Tenant, Landlord shall, to the extent feasible, restore the Premises (including the Tenant Improvements) to substantially their former condition. Landlord shall promptly repair not, however, be required to restore any alterations, additions, or improvements other than the Premises’ building initial Tenant Improvements. Landlord shall allow Tenant an equitable abatement of Base Rent and Additional Rent during the time and to an architectural unitthe extent the Premises are untenantable as the result of any condemnation, fit but such abatement shall not extend the Term. All condemnation awards and proceeds shall belong exclusively to Landlord, and Tenant shall not be entitled to, and expressly waives and assigns to Landlord, all claims for Tenant’s occupancy and businessany compensation for condemnation; provided, however, if Tenant is permitted by applicable law to maintain a separate action that will not reduce condemnation awards or proceeds to Landlord’s obligation to repair hereunder , Tenant shall be permitted to pursue such separate action for an award to which Tenant may be entitled, including but not limited to the extent loss of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesstrade fixtures, and improvements or alterations to the Premises for which Tenant paid.

Condemnation. If In the event of any condemnation or taking under the exercise of the power of eminent domain ("Taking") of all or substantially all of the Premises, or such a portion of the Premises as would renderLeased Premises, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, Landlord shall be permanently taken entitled to receive the entire award in any such proceeding, including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or condemned hereafter arising in or to any such award or any part thereof, except for any public purposeseparate award payable to Tenant for loss or damage to Tenant's trade fixtures, then Landlord or Tenant may terminate this Leaseremovable personal property, and relocation costs. If less than all or substantially all of the entire Leased Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire automatically terminate as of the date of Tenant is required by the takingcondemning agency to vacate the Leased Premises, and all rent and other charges shall be paid through such date. In the event that this Lease is not terminated and If a portion of the Leased Premises shall be Taken and the use thereof is takenmaterially impaired thereby, then either Landlord or Tenant shall pay have the Base Rental and Additional Rental up right to terminate this Lease as of the date of the taking, and this Lease shall thereupon cease and terminate with respect Tenant is required to the vacate such portion of the Leased Premises so taken("Taking Date") upon giving the other notice of such election not later than thirty (30) days from the Taking Date. Thereafter the Base Rental All rent and Additional Rental other charges shall be adjusted on an equitable basispaid through the Taking Date. If this Lease the use of the Leased Premises is not terminatedmaterially impaired by the Taking, or if materially impaired but neither Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, nor Tenant may terminate terminates this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the then in either such event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect with respect to the remainder of the Premises except that Base Rental and Additional Rental that, as of the Taking Date, base rent shall be adjusted on reduced by an equitable basis for amount which is equal to the period proportion thereof that the area taken bears to the entire area of such takingthe Leased Premises before the Taking, and Landlord shall be under no obligation shall, at its cost and expense, to make any repairs or alterations. In the event extent practicable restore the Leased Premises on the land remaining to a complete unit of any taking of the Premises, Tenant hereby assigns like quality and character as existed prior to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesssuch Taking.

Condemnation. If all In the event of a condemnation or substantially all taking of the Premises, entire Premises by a public or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any quasi-public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided aboveauthority, this Lease shall cease and expire terminate as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, title vests in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredpublic or quasi-public authority. In the event of any temporary (i) a taking or condemnation for any public purpose of fifteen percent (15%) or more (but less than the whole) of the Building and without regard to whether the Premises are part of such taking or any portion thereofcondemnation; (ii) a taking or condemnation which results in Landlord electing not to restore the Building; or (iii) a taking or condemnation which results in Landlord electing to change the use of the land upon which the Building is located, either Tenant or Landlord may elect to terminate this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for by giving notice to the period other within sixty (60) days of Landlord receiving notice of such taking, and condemnation. Landlord shall be under no obligation to make promptly provide Tenant written notice thereof of any repairs proposed taking or alterationscondemnation affecting the Building or the Property. In the event of a partial taking as described in this Article, or a sale, transfer or conveyance in lieu thereof, which does not result in the termination of this Lease by either Landlord or Tenant, Rent shall be apportioned according to the ratio that the part of the Premises remaining usable by Tenant bears to the total area of the Premises. All compensation awarded for any taking condemnation shall be the property of Landlord, whether such damages shall be awarded as a compensation for diminution in the value of the leasehold or to the fee of the Premises, and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to any and all such compensation. Providing, however that in the value event this Lease is terminated, Tenant shall be entitled to make a separate claim for costs of all moving, tenant's improvements not paid by the Tenant Work Allowance and Tenant's personal property, fixtures and equipment. Notwithstanding anything herein to the contrary, any condemnation award to Tenant shall be available only to the extent such award is payable separately to Tenant and does not diminish the award available to Landlord or any Lender of Landlord. Any additional portion of such award shall belong to Landlord. Tenant shall have the unexpired term right to terminate this Lease upon written notice to Landlord where (i) more than 25% of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from Tenant's parking spaces are eliminated or (ii) Tenant's access to the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessBuilding or the Premises is materially adversely affected.

Condemnation. (a) If all or substantially all there shall be a total taking of the PremisesBuilding or the Premises in condemnation proceedings or by any right of eminent domain, or such portion this Lease and the term and estate hereby granted shall terminate as of the Premises date of taking of possession by the condemning authority and all Rent shall be prorated and paid as would render, of such termination date. If there shall be a taking of any material (in Landlord’s reasonable judgment, ) portion of the continuance of Tenant’s business from Building (whether or not the Premises impracticable, shall be permanently taken or condemned for any public purposeare affected by such taking), then Landlord or may terminate this Lease and the term and estate granted hereby by giving notice to Tenant within 60 days after the date of taking of possession by the condemning authority. If there shall be a taking of the Premises of such scope (but in no event less than 20% thereof) that Tenant would, in Tenant’s reasonable judgment, be unable to operate the untaken part of the Premises in a functionally equivalent manner to the manner in which Tenant operated such untaken part of the Premises prior to the taking then Tenant may terminate this Lease. If less than all or substantially all of Lease and the Premises shall be taken, then Landlord shall have the option of terminating this Lease term and estate granted hereby by written giving notice to Tenant Landlord within ten (10) 60 days following after the date of such condemnation or takingtaking of possession by the condemning authority. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease is terminated as provided above, this Lease and the term and estate granted hereby shall cease and expire terminate as of the date of the taking. In the event that this Lease is not terminated such notice and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental all Rent shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy prorated and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent paid as of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredtermination date. In the event of any temporary a taking or condemnation for any public purpose of the Premises or any portion thereof, which does not result in the termination of this Lease (i) the term and estate hereby granted with respect to the taken part of the Premises shall continue in full force terminate as of the date of taking of possession by the condemning authority and effect except that Base Rental and Additional Rental all Rent shall be adjusted on an equitable basis appropriately abated for the period of from such taking, date to the Expiration Date and (ii) Landlord shall be under no obligation to make any repairs or alterations. In with reasonable diligence restore the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any remaining portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for Premises (a) relocation and moving expenses, and (b) compensation for loss exclusive of Tenant’s businessProperty) as nearly as practicable to its condition prior to such taking.

Condemnation. If all 15.1 Promptly upon obtaining knowledge of any proceeding for condemnation or substantially all eminent domain with respect to the Premises (a “Taking” or “Condemnation”), Tenant and Landlord shall each notify the other and Lender, and each shall be entitled to participate in such proceeding at Tenant’s sole expense. Tenant shall pay the costs of such proceeding and Tenant and Landlord, to the extent ethically possible, shall utilize the same legal counsel in such proceeding. Provided, however, that if the Condemnation Award for the applicable Facility exceeds the Landlord’s Purchase Price for the Facility that is subject to the Taking by more than $2,000,000, the excess funds above that amount (i.e. Purchase Price for the Facility plus $2,000,000) shall first be paid to Tenant to reimburse Tenant for its attorneys’ fees and costs incurred in the Condemnation proceeding, and any remaining proceeds shall thereafter shall be paid to Landlord. Subject to the provisions of this Section 15, Tenant hereby irrevocably assigns to Landlord’s Lender or to Landlord, in that order, any award or payment in respect of any Condemnation of the Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord or such portion Lender any award relating to the value of the Premises as would render, in Landlord’s reasonable judgment, the continuance leasehold interest created by this Lease or any award or payment on account of an interruption of Tenant’s business from at the Premises impracticableor the Tenant’s trade fixtures, shall be permanently taken or condemned for any public purposemoving expenses and out-of-pocket expenses incidental to the move, then Landlord or if available, to the extent Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have a right to make a separate claim therefor against the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided abovecondemnor, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; providedit being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, interest in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all of the Leased Premises, or such portion of the Leased Premises or the Building as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Leased Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease, at the option of Tenant or Landlord upon the giving of written notice to the other party within ten (10) days from the date of such condemnation or taking, shall forthwith cease and terminate. If less than all or substantially all of the Leased Premises or any portion of the Building shall be takenpermanently taken or condemned for any public purpose, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following from the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of if the date of transfer of possession of the takingLeased Premises, the Building, or any portion thereof, was the expiration date of this Lease. In the event that this Lease is not terminated and a portion of the Premises is takenby either Landlord or Tenant as aforesaid, Tenant shall pay the Base Rental and Additional Rental up to the date of transfer of possession of such portion of the taking, Leased Premises so taken or condemned and this Lease shall thereupon cease and terminate with respect to the such portion of the Leased Premises so takentaken or condemned as if the date of transfer of possession of the Leased Premises was the expiration date of the term of this Lease relating to such portion of the Leased Premises. Thereafter the Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental shall be adjusted on an equitable a pro rata, net rentable square foot basis. If In the event of any such condemnation or taking and this Lease is not so terminated, Landlord shall promptly repair the Premises’ building Leased Premises or the Building, as the case may be, to Base Building Shell Condition so that the remaining portion of the Leased Premises or Building, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event repair from any such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredcondemnation or taking. In the event of any temporary taking or condemnation for any public purpose of the Leased Premises or any portion thereof, then this Lease shall continue in full force and effect except that Base Rental Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be adjusted on an equitable a pro rata net rentable square foot basis for the period of such taking, time that the Leased Premises are so taken as of the date of transfer of possession of the Leased Premises and Landlord shall be under no obligation to make any repairs or alterations. In the event of any condemnation or taking of the Leased Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, improvements and Tenant shall may not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate attempt to recover an award or compensation against or from the condemning authority for (ai) the value of any fixtures, furniture, furnishings, Tenant’s Extra Work and other personal property which were condemned but which under the terms of this Lease, Tenant is permitted to remove at the end of the term of this Lease, (ii) relocation and moving expenses, and (biii) compensation for loss of to Tenant’s business.

Condemnation. If the Leased Premises shall be taken or condemned (or sold in lieu thereof) for any public purpose to such an extent as to render the Leased Premises untenantable, either party shall have the right to terminate this Lease by giving notice of such election to terminate to the other party within ten (10) days from the date of such condemnation or taking (or sale in lieu thereof), which termination shall be effective on the date of the transfer of possession of the Leased Premises to the condemning authority. If only a portion thereof shall be so taken so as not to render the remainder untenantable, this Lease shall not terminate, and Base Rent shall be diminished by an equitable amount (based upon the number of rentable square feet of the Leased Premises so taken) and Landlord shall, to the extent practicable, restore the Leased Premises so that the remaining portion of the Leased Premises shall be partitioned off from the portion so taken or condemned; however, Landlord shall be obligated to restore or rebuild the damaged property only to the extent the holder of any mortgage or deed of trust or the landlord under any ground lease makes the proceeds of such taking available to Landlord for the purposes of rebuilding and restoration, or if no mortgage or ground lease then affects the Building or the Property, then only to the extent of the net proceeds of such taking. If all or substantially all of the PremisesBuilding or the Property (whether or not the Leased Premises are affected), or such a portion of the Building or the Property (whether or not the Leased Premises are affected) as would renderto cause the remainder of the Building or the Property not to be economically feasible to operate, in as reasonably determined by Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall should be permanently taken or condemned (or sold in lieu thereof) for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have at the option of terminating this Lease by written Landlord upon the giving of notice to Tenant within ten (10) days following from the date of such condemnation or takingtaking (or sale in lieu thereof), shall cease and terminate effective on the date of the transfer of possession of the Leased Premises to the condemning authority. If this Lease is terminated as provided abovein accordance with this Section 8.1, this Lease Base Rent shall cease be apportioned on a per diem basis and expire as of shall be payable through the effective date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesstermination.

Condemnation. If all the Premises are taken under any public or substantially private power of eminent domain, or sold by Landlord under the threat of the exercise of said power (all of the Premiseswhich is herein referred to as “condemnation”), or such if any portion of the Premises as Building is so condemned so that it would rendernot be practical, in Landlord’s reasonable judgment, to continue to maintain the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided aboveBuilding, this Lease shall cease and expire terminate as of the date of the takingcondemning authority takes title or possession, whichever occurs first. In If more than ten percent (10%) of the event that this Lease is not terminated and a portion rentable area of the Premises is takenso condemned, both Landlord and Tenant shall pay have the Base Rental and Additional Rental up right to terminate this Lease as of the date the condemning authority takes title or possession, whichever occurs first, by giving written notice of such termination to the date of the taking, and other not later than thirty (30) days after said date; provided that should neither Landlord nor Tenant elect to so terminate this Lease in a timely manner, then the Lease shall thereupon cease remain in full force and terminate with respect effect as to the portion of the Premises not so taken. Thereafter the , Tenant’s Base Rental Rent and Additional Rental Tenant’s Proportionate Share shall be adjusted on an equitable basis. If this Lease reduced proportionately to reflect the reduction in the rentable area of the Premises (such reduction, if any, to take effect as of the date which is thirty (30) days after the date of which the condemning authority takes title or possession, whichever first occurs), and if repairs or restorations to that portion of the Premises not terminatedtaken are deemed reasonably necessary by Landlord to render such portion reasonably suitable for the purposes for which is was leased, Landlord shall promptly repair perform such work at its own cost and expense. Notwithstanding any obligation to restore the Premises’ building Premises however, Landlord shall not be required to an architectural unitexpend any amount greater than the amount actually received by Landlord as compensation for the portion of the Premises taken by the condemning authority. All awards for any taking of any part of the Premises or any payment made under the threat of the exercise of power of eminent domain shall be the property of Landlord, fit whether made as compensation for Tenant’s occupancy diminution of value of the leasehold or for the taking of the fee or as severance damages, No award for any partial or entire taking shall be apportioned, and businessTenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof, except that any award or other compensation made for any taking is subject to the rights of the first mortgagee up to the amount of its lien and of any junior mortgagee, as may be permitted by the first mortgagee, up to the full amount of such junior lien; provided, however, that Landlord’s obligation to repair hereunder Tenant shall be limited entitled to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for allocated to loss of or damage to Tenant’s trade fixtures and removable personal property and/or for the interruption of or damage to Tenant’s business.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, quasi-governmental authority, any party having the power of condemnation, or any transfer by private sale in lieu thereof), or any such condemnation shall be threatened, Mezzanine Borrower shall give prompt written notice to Mezzanine Lender. Mezzanine Lender acknowledges that Mortgage Borrower’s rights to any condemnation award is subject to the terms of the Lease Loan Agreement (Mortgage). Notwithstanding the foregoing, Mezzanine Borrower may not and all leasehold improvements, and Tenant shall not assert a claim for a permit Mortgage Borrower to settle or compromise any claim, action or proceeding relating to such damage or condemnation award thereforwithout the prior written consent of Mezzanine Lender, which shall not be unreasonably withheld, delayed or denied; provided, howeverfurther, Tenant that Mortgage Borrower may pursue settle, adjust and compromise any such claim, action or proceeding which does not exceed forty percent (40%) of the Allocated Loan Amount of the affected Individual Property so long as no Monetary Default or Event of Default has occurred and is continuing. Any Excess Proceeds shall be paid to Mezzanine Lender and applied to the payment of the Obligations (First Mezzanine) whether or not then due pursuant to Section 2.3.1(b). In the event that Mortgage Borrower is permitted pursuant to the terms of the Loan Agreement (Mortgage) to reconstruct, restore or repair the Property following a separate award from condemnation of any portion of the condemning authority for Property, Mezzanine Borrower shall cause Mortgage Borrower to promptly and diligently repair and restore the Property in the manner and within the time periods required by the Loan Agreement (aMortgage), the Leases and any other agreements affecting the Property. In the event that Mortgage Borrower is permitted pursuant to the terms of the Loan Agreement (Mortgage) relocation and moving expensesto elect not to reconstruct, and (b) compensation for loss restore or repair the Property following a condemnation of Tenant’s businessany portion of the Property, Mezzanine Borrower shall not permit Mortgage Borrower to elect not to reconstruct, restore or repair the Property without the prior written consent of Mezzanine Lender.

Condemnation. If all or substantially In the event of Condemnation of all of the Premises, or this Lease shall terminate as of the date that the condemning authority is entitled to legal possession of the Premises, and Tenant shall pay Aggregate Rent to Landlord until such portion date. In the event of Condemnation of only a part of the Premises as would render(A) then, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the date of vesting of title, the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant Aggregate Rent hereunder shall pay the Base Rental and Additional Rental up be abated in an amount apportioned according to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion area of the Premises so taken. Thereafter condemned, and (B) if in Tenant’s commercially reasonable judgment such taking renders the Base Rental and Additional Rental shall be adjusted on an equitable basis. If Premises unsuitable for the Use of Premises, Tenant may, at Tenant’s option, terminate this Lease is by notifying Landlord of such termination; if Tenant elects not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may so terminate this Lease, at this Lease shall be and remain unaffected by such Condemnation, except that the time Landlord notifies Tenant of Aggregate Rent hereunder shall be abated to the extent to which the Premises will be restoredextent, if any, hereinbefore provided. In the event of any temporary taking Condemnation of all or condemnation for any public purpose of the Premises or any a portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant shall be entitled to an award for Tenant’s relocation expenses and the leasehold improvements placed on the Premises by Tenant at Tenant’s expense; Landlord shall be entitled to receive the balance of the award in such Condemnation proceeding, including, without limitation, any award for the value of the unexpired portion of the Lease Term and the interest vested by this Lease in Tenant, and Tenant hereby expressly and irrevocably assigns to Landlord the value all right, title and interest of all Tenant now or hereafter arising in or to any such award or any portion of the unexpired term of the Lease and all leasehold improvementspart thereof, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from be entitled to receive no part of such award. Any restoration to the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of TenantPremises made necessary by Condemnation shall be performed by Landlord at Landlord’s businesssole expense.

Condemnation. If all Should the whole or substantially all any part of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall premises be permanently condemned and taken or condemned by any competent authority for any public or quasi-public use or purpose, or should Landlord receive written notice of any threatened condemnation or taking, Landlord shall promptly notify Tenant in writing. All awards payable on account of such condemnation and taking shall be payable to Landlord, and Tenant hereby waives all interest in or claim to said awards, or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to the Landlord any award made payable to Tenant and specifically designated as compensation for the taking of personal property and fixtures belonging to Tenant and removable by Tenant at the expiration of the term of the lease or for the interruption of or damage to Tenant's business or for any costs or expenses of relocating Tenant's business. If the whole of the premises shall be so condemned and taken, then this lease shall terminate effective on the earlier of thirty (30) days after Landlord's delivery of a notice to Tenant to such effect or the date upon which the condemning authority takes possession. If a part only of the premises is condemned and taken and the remaining portion thereof is not suitable for the purposes of which Tenant had leased said premises, either Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written lease upon thirty days' notice to Tenant the other, which notice must be served on the other within ten (10) business days following of Landlord's delivery of the date notice of condemnation to Tenant. If by such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as taking a part only of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises premises is taken, Tenant shall pay and the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease remaining part thereof is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, purposes for which Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofhas leased said premises, this Lease lease shall continue in full force and effect except that Base Rental and Additional Rental continue, but the rental shall be adjusted on reduced in an equitable basis for the period of such taking, and Landlord shall be under no obligation amount proportionate to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any the portion taken as it related to the total value of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesspremises.

Condemnation. If If, during the Lease Term, all or substantially all of the Premises, or such lesser portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of (and Tenant’s business from associated parking) that would make the Premises impracticable, shall remainder of the Project unfit for Tenant’s use should be permanently taken or condemned for any public purposeor quasi-public use under any governmental law, then Landlord ordinance or Tenant may terminate this Lease. If less than all regulation or substantially all by right of the Premises shall be taken, then Landlord shall have the option of terminating this Lease eminent domain or by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided aboveprivate purchase in lieu thereof, this Lease shall cease terminate and expire as the Monthly Rental Payment and Additional Rent shall be abated during the unexpired portion of this Lease, effective on the date that Tenant must exit and clear the Premises. Tenant shall have no claim against Landlord for the value of any unexpired portion of the date Lease Term. Landlord has the duty to give Tenant the notice of the takingany action that may occur pursuant to this section promptly after Landlord receives such notice. In the event that this Lease is not terminated and of a portion partial taking of the Premises (and Tenant’s associated parking) and the remainder is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit still for Tenant’s occupancy and business; providedbusiness operations , however, that Landlord’s obligation to repair hereunder then the Rent shall be limited fairly and justly reduced in proportion to the extent of amount remainder under the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking condemnation or condemnation for taking, total or partial, Tenant shall not be entitled to any public purpose part of the Premises award or any portion price paid in lieu thereof, this and Landlord shall receive the full amount of such award or price, Tenant hereby expressly waiving any right or claim to any part thereof. Notwithstanding the foregoing, Tenant shall be entitled to assert a separate claim against the condemning authority for the moving and relocation expenses incurred as a result of such condemnation; provided such award would not adversely affect Landlord’s award. In the event of a temporary taking, the Lease shall continue remain in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; continue to be obligated to make all payments required of it under this Lease, provided, however, Tenant may pursue a separate award from shall not be required to pay Monthly Rent payment(s) and/or Additional Rent during the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss period of Tenant’s businesssuch temporary taking.

Condemnation. (a) If all twenty-five percent (25%) or substantially all more of either the Premises, the Building or the Project or the parking areas for the Building or the Project is taken for any public or quasi-public purpose by any lawful governmental power or authority, by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or sold to prevent such portion taking (each such event being referred to as a “Condemnation”), Landlord may, at its option, terminate this Lease as of the date title vests in the condemning party. If twenty-five percent (25%) or more of the Premises as is taken and if the Premises remaining after such Condemnation and any repairs by Landlord would render, in Landlord’s reasonable judgment, be untenantable for the continuance conduct of Tenant’s business from the Premises impracticableoperations, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating right to terminate this Lease as of the date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to Tenant the other party given within ten thirty (1030) days following after the date nature and extent of such condemnation or takingCondemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease is terminated as provided to the extent permitted above, this Lease Landlord shall cease and expire promptly proceed to restore the Premises, to the extent of any Condemnation award received by Landlord, to substantially the same condition as existed prior to such Condemnation, allowing for the reasonable effects of the date of the taking. In the event that this Lease is not terminated such Condemnation, and a portion of the Premises is taken, Tenant proportionate abatement shall pay the Base Rental and Additional Rental up be made to the date of Rent corresponding to the takingtime during which, and this Lease shall thereupon cease and terminate with respect to the portion of the floor area of the Premises so taken(adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration, as reasonably determined by Landlord. Thereafter Except as expressly provided in the Base Rental immediately preceding sentence with respect to abatement of Rent, Tenant shall have no claim against Landlord for, and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedhereby releases Landlord and Landlord’s Agents from responsibility for and waives its entire claim of recovery for any cost, Landlord shall promptly loss or expense suffered or incurred by Tenant as a result of any Condemnation or the repair or restoration of the Premises’ building to an architectural unit, fit the Building or the Project or the parking areas for Tenant’s occupancy and business; providedthe Building or the Project following such Condemnation, howeverincluding, that Landlord’s obligation to repair hereunder shall be limited to the extent without limitation, any cost, loss or expense resulting from any loss of use of the net proceeds from whole or any part of the Premises, the Building, the Project or the parking areas and/or any inconvenience or annoyance occasioned by such taking made available Condemnation, repair or restoration. The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to Landlord for such repair. However, petition the Superior Court to terminate the Lease in the event such proceeds are not sufficient to restore the Premises to of a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any partial taking of the Premises, Tenant hereby assigns to Landlord the value of all Building or any portion of the unexpired term of Project or the Lease and all leasehold improvementsparking areas for the Building or the Project, and Tenant shall not assert a claim for a condemnation award therefor; providedany other applicable law now or hereafter enacted, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of are hereby waived by Tenant’s business.

Condemnation. If all or substantially all (a) Mortgagor shall give Mortgagee prompt notice of the Premises, actual or threatened commencement of any condemnation or eminent domain proceeding and shall deliver to Mortgagee copies of any and all papers served in connection with such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Leaseproceedings. If less than all or substantially all 25% of the Premises shall be land constituting the Mortgaged Property is taken, then Landlord the net amount of all awards and payments received by Mortgagee with respect to such taking shall be held in a segregated account (the "Net Awards Account") and invested in an Eligible Investment. Mortgagee shall be entitled to deduct from the condemnation award all of its administrative costs and expenses incurred in connection with investing and collecting such condemnation award and the balance, if any (hereinafter referred to as the "Net Award"), will be disbursed by Mortgagee to pay for the costs and expenses of the Condemnation Restoration (hereinafter defined), provided (i) Mortgagor is not in default under this Mortgage, the Note or any of the Other Security Documents, (ii) Mortgagor proceeds promptly after the making of any award of payment for such taking with the restoration, replacement, rebuilding or repair of the Mortgaged Property as nearly as possible to the condition the Mortgaged Property was in immediately prior to such taking (the "Condemnation Restoration"), (iii) the Condemnation Restoration shall be done in compliance with all applicable laws, rules and regulations, and, following the Condemnation Restoration, the Mortgaged Property shall be permitted under all applicable zoning laws to be used for, and shall continue to be used for, all purposes associated with multi-family residences, (iv) a set of plans and specifications in connection with the Condemnation Restoration shall be submitted to Mortgagee and shall be satisfactory to Mortgagee in all respects, (v) Mortgagor shall have reimbursed Mortgagee for all costs and expenses incurred by Mortgagee in connection with making the option Net Award available for the Condemnation Restoration of terminating this Lease the Mortgaged Property, including, without limitation, counsel fees, inspecting engineer fees and appraisal fees incurred by written notice Mortgagee, (vi) rental loss proceeds are available to Tenant within ten (10) days offset in full any loss in rents throughout the Condemnation Restoration and a reasonable lease-up period following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as completion of the Condemnation Restoration and (vii) in the opinion of Mortgagee the Condemnation Restoration of the Mortgaged Property can be completed within one (1) year after the taking and at least one (1) year prior to the maturity date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessNote.

Condemnation. If all or substantially In the event that all of the Premises, Premises or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be Property is permanently taken or condemned by any competent authority for any public or quasi-public use or purpose, then Landlord by power of eminent domain or Tenant may by private purchase in lieu thereof (each a “Taking”), this Lease shall terminate this Leaseas of the date possession shall be so taken. If less than all or substantially all of the Premises or Property is subject to a Taking, but the portion so taken is so substantial that the Premises cannot reasonably be used by Tenant, as determined by Tenant in its reasonable discretion, for the normal operation of its business, then Tenant may terminate this Lease as of the day of such Taking. Any such termination shall be takeneffective as of the date possession is required to be surrendered to the authority, then and Tenant shall provide notice of termination to Landlord within forty-five (45) days after Tenant first receives notice of such surrender date. Except as provided above in this Article 13, neither party may terminate this Lease as a result of a Taking. Tenant shall not assert any claim against Landlord or the authority for any compensation because of any Taking and Landlord shall be entitled to the entire award of compensation; provided, however, that Tenant shall have the option of terminating this Lease by written notice right to file any separate claim available to Tenant within ten for (10i) days following one hundred percent (100%) of the date value of such condemnation the leasehold estate, (ii) any amount Tenant is able to obtain from the condemning authority for any award or takingcompensation attributable to the Taking of Tenant’s Personal Property or any fixtures that Tenant has the right hereunder to remove upon the expiration of this Lease, (iii) any loss of goodwill, (iv) moving expenses including loss of business and costs associated with moving Tenant’s merchandise, furniture, moveable fixtures, leasehold improvements and equipment to a new location, and (v) any additional amounts to which Tenant would be entitled to under Applicable Law. If this Lease is terminated as provided abovepursuant to this Article 13, this Lease all Rent shall cease and expire be apportioned as of the date of the takingsuch termination. In the event that If a Taking occurs and this Lease is not terminated and a portion of so terminated, the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental Monthly Rent shall be adjusted on an equitable basis. If this Lease is not terminatedabated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such takingTaking, and Landlord shall be under no obligation in proportion to make any repairs or alterations. In the event rentable square footage of any taking such portion of the Premises, if any, that is subject to or rendered unusable by such Taking bears to the total rentable square footage of the Premises, and Landlord, at its sole expense, shall promptly restore the Premises to an architectural unit as comparable and practicable to the condition existing prior to such Taking. Tenant hereby assigns to Landlord waives any rights it might have under Section 1265.130 of the value California Code of all Civil Procedure or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesssuccessor or similar Applicable Law.

Condemnation. If all the whole or substantially all the whole of the PremisesBuilding or the Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building or the Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building or Premises is thus taken or sold and the remaining portion of the Building can no longer be operated as a multi-tenant office building on a financially sound basis, in Landlord's sole opinion, or if any Mortgagee should require that the condemnation proceeds payable as a result of such taking or sale be applied to the payment of the mortgage debt, Landlord (whether or not the Premises are affected by the taking or sale) may terminate this Lease by giving written notice thereof to Tenant, in which event this Lease shall terminate as of the date when physical possession of such portion of the Building or Premises as would render, in Landlord’s reasonable judgment, is taken by the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or takingcondemning authority. If this Lease is not so terminated as provided above, this Lease shall cease upon any such taking or sale and expire as of the date of the taking. In the event that this Lease is not terminated and if a portion of the Premises is takenaffected thereby, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair payable hereunder shall be limited diminished by an equitable amount, and Landlord shall, to the extent Landlord deems feasible, restore the Building and the Premises to substantially their former condition, except Landlord's obligation to restore shall not exceed the scope of the net proceeds from such taking made available work required to be done by Landlord in originally constructing the Building Shell Improvements and installing the Tenant Improvements, nor shall Landlord in any event be obligated to restore the Building Shell Improvements or the Tenant Improvements if the cost of the restoration work required under this Lease and all other leases of space in the Building exceeds the amount received by Landlord for such repairtaking. However, in All amounts awarded upon a taking of any part or all of the event such proceeds are not sufficient to restore Building or the Premises shall belong to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvementsLandlord, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, be entitled to and expressly waives all claims to any such compensation. Tenant may pursue shall be entitled to make a separate award from claim against the condemning authority for (a) relocation its personal property and moving expenses, and (b) compensation for loss of Tenant’s businessexpenses provided that such claim does not diminish Landlord's award.

Condemnation. If all In the event the Building shall be taken, in whole or substantially all in part, by condemnation or the exercise of the right of eminent domain, or if in lieu of any formal condemnation proceedings or actions, if any, Landlord shall sell and convey the Premises, or such any portion thereof, to the governmental or other public authority, agency, body, or public utility, seeking to take the Premises, the Property or any substantial portion thereof which would materially adversely affect Tenant’s use and occupancy of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeBuilding, then Landlord or Tenant Landlord, at its option, may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by upon ten (10) days’ prior written notice to Tenant within ten (10) days following and any prepaid rent shall be proportionately refunded from the date of possession by the condemning authority. Landlord shall notify Tenant of the commencement of any such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as proceeding within fourteen (14) days of Landlord’s receiving notice of the date of same. All damages awarded for the taking. In , or paid as the event that this Lease is not terminated purchase price for the sale and a portion conveyance in lieu of formal condemnation proceedings, whether for the Premises is takenfee or the leasehold interest, shall belong to and be the property of Landlord; provided, however, Tenant shall pay have the Base Rental sole right to reclaim and Additional Rental recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant’s own right on account of any and all costs or loss, including loss of business, to which Tenant might be put in removing Tenant’s merchandise, furniture, fixtures, leasehold improvements, and equipment to a new location so long as any such separate award does not diminish Landlord’s award. Tenant shall execute and deliver any instruments, at the expense of Landlord, that Landlord may deem necessary to expedite any condemnation proceedings, to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property and Premises, or any portion thereof. Tenant shall vacate the Premises, remove all Tenant’s personal property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions of this Section 14.2 shall subject Tenant to such costs, expenses, damages, and losses as Landlord may incur by reason of Tenant’s breach hereof. If Landlord chooses not to terminate this Lease, then to the extent and availability of condemnation proceeds received by Landlord and subject to the rights of any mortgagee thereto, Landlord shall, at the sole cost and expense of Landlord and with due diligence and in a good and workmanlike manner, restore and reconstruct the Premises (exclusive of any of Tenant’s property or Tenant’s improvements) within one hundred eighty (180) days from the date of Landlord receives the applicable condemnation proceeds, and such restoration and reconstruction shall make the Premises reasonably tenantable and suitable for the general use being made by Tenant prior to the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s Landlord shall have no obligation to repair restore and reconstruct Tenant’s leasehold improvements unless and to the extent that Landlord receives an award of condemnation proceeds specifically designated as compensation for such improvements. Notwithstanding the foregoing, if Landlord has not substantially completed the restoration and reconstruction within one hundred eighty (180) days from the date Landlord receives the condemnation proceeds, Tenant, in addition to any other rights and remedies Tenant may have, shall have the right to cancel this Lease. If this Lease continues in effect after the physical taking, the rent payable hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be equitably adjusted on an equitable basis for both during the period of such taking, restoration and Landlord shall be under no obligation to make any repairs or alterations. In reconstruction and during the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any unexpired portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessTerm.

Condemnation. If all or substantially all of the Premises, or such a material portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takentaken or appropriated for public or quasi-public use by right of eminent domain with or without litigation or transferred by agreement in connection with such public or quasi-public use, then either party hereto shall have the right at its option, exercisable within thirty (30) days of receipt of notice of such taking, to terminate this Lease as of the date possession is taken by the condemning authority, provided, however, that before Tenant may terminate this Lease by reason of taking or appropriation as provided hereinabove, such taking or appropriation shall be of such an extent and nature as to substantially handicap, impede or impair Tenant’s use of the Premises. If any part of the Building other than the Premises shall be so taken or appropriated, Landlord shall have the right at its option to terminate this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation now or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up hereafter arising in or to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and businesssame or any part thereof; provided, however, that Landlord’s obligation to repair hereunder nothing contained herein shall be limited deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the extent taking of personal property and fixtures belonging to Tenant and/or for Tenant’s unamortized cost of leasehold improvements, so long as such award to Tenant does not decrease the value of the net proceeds from award that would otherwise be made to Landlord in such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredor condemnation. In the event of any temporary a partial taking or condemnation for any public purpose which does not result in a termination of this Lease, rent shall be abated in the proportion which the part of Premises so made unusable bears to the rented area of the Premises immediately prior to the taking, and Landlord, at Landlord’s cost, shall restore the Premises remaining to an architectural whole with the Base Rent reduced in proportion to what the area taken bears to the Premises prior to the taking. No temporary taking of the Premises and/or of Tenant’s rights therein or any portion thereof, under this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for give Tenant the period right to terminate this Lease or to any abatement of such taking, and Landlord shall be under no obligation Rent thereunder. Any award made to make any repairs or alterations. In the event Tenant by reason of any such temporary taking of the Premises, where Landlord does not terminate this Lease shall belong entirely to Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall so long as said award does not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenantdiminish Landlord’s businessaward.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises or the Building as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises or any portion of the Building shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental Rent up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental Rent and Additional Rental Rent shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building Premises or the Building, as the case may be, to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises Premises, the Building or any portion thereof, this Lease shall continue in full force and effect except that Base Rental Rent and Additional Rental Rent shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially title to all of the Premises, Premises or such portion so much thereof is taken or appropriated for any public or quasi-public use under any statute or by right of eminent domain so that reconstruction of the Premises as would renderwill not, in Landlord’s and Tenant’s mutual reasonable judgment, result in the continuance of Premises being suitable for Tenant’s business from continued occupancy for the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate uses and purposes permitted by this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire terminate as of the date that possession of the taking. In Premises or part thereof be taken, provided that if the event that parties disagree, the Lease shall not terminate and the issue as to whether the remaining Premises are suitable for Tenant’s continued occupancy for the uses permitted by this Lease shall be submitted into arbitration in accordance with the Expedited Arbitration Procedures identified in Paragraph 22.1. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes of this Paragraph 23. If any part of the Premises is not terminated taken and a portion the remaining part is reasonably suitable for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the date that possession of such part of the Premises is taken, Tenant . If the Premises is so partially taken the Rent and other sums payable hereunder shall pay be reduced in the Base Rental same proportion that Tenant’s use and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion occupancy of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisis reduced. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building parties disagree as to an architectural unit, fit the suitability of the Premises for Tenant’s continued occupancy or the amount of any applicable Rent reduction, the matter shall be resolved by arbitration in accordance with the Expedited Arbitration Procedures identified in Paragraph 22.1. No award for any partial or entire taking shall be apportioned. Tenant assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights of Tenant arising in or to the same or any part thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant’s Personal Property, for the interruption of Tenant’s business, or its moving and relocation costs, or for the loss of its goodwill. No temporary taking of the Premises shall terminate this Lease or give Tenant any right to any abatement of Rent except to the extent of interference with Tenant’s use of the Premises; provided, however, that Landlord’s obligation to repair hereunder in any event Rent shall not be limited to the extent of the net proceeds from such taking made available to Landlord abated if Tenant is separately and directly compensated for such repairinterference by the condemning authority. However, in the event Any award made to Tenant by reason of such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, belong entirely to Tenant and Landlord shall not be under no obligation entitled to make any repairs or alterationsshare therein. In Each party agrees to execute and deliver to the event other all instruments that may be required to effectuate the provisions of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessthis Paragraph 23.

Condemnation. If all the whole or substantially all the whole of the PremisesComplex or the Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Complex or the Premises is taken by the condemning authority, and rent shall be prorated as of such date. If less than the whole or substantially the whole of the Complex or the Premises is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may terminate this Lease by giving written notice thereof to Tenant, in which event this Lease shall terminate as of the date when physical possession of such portion of the Complex or Premises is taken by the condemning authority. If as a result of the condemnation, a material portion of the Premises are taken and are rendered unsuitable for Tenant's business operations, Tenant may terminate this Lease by giving written notice thereof to Landlord, in which event this Lease shall terminate as of the date when physical possession of such portion of the Premises as would render, in Landlord’s reasonable judgment, is taken by the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basiscondemning authority. If this Lease is not terminatedso terminated upon any such taking or sale, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair rent payable hereunder shall be limited diminished by a pro rata amount based on the portion of the Premises taken or sold, and Landlord shall, within a reasonable period of time following receipt of condemnation proceeds, to the extent of Landlord deems feasible, promptly and diligently restore the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore Complex and the Premises to a condition reasonably suitable for substantially their former condition, but such work shall not exceed the operation scope of Tenant’s business, Tenant may terminate this Lease, at work done by Landlord in originally constructing the time Landlord notifies Tenant Complex and the scope of the extent to which work in the Premises will as described in the Work Agreement, nor shall Landlord in any event be restoredrequired to spend for such work an amount in excess of the amount received by Landlord as compensation for such damage. In the event All amounts awarded upon a taking of any temporary taking part or condemnation for any public purpose all of the Complex or the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation belong to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvementsLandlord, and Tenant shall not assert be entitled to and expressly waives all claim to any such compensation. However, if a claim for a condemnation portion of the award therefor; provided, howeveris specifically allocated to Tenant's property and moving and relocation expenses, Tenant may pursue a separate award from shall be entitled to such portion of the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessaward.

Condemnation. If all or substantially title to all of the Premises, Premises or such portion so much thereof is taken or appropriated for any public or quasi-public use under any statute or by right of the eminent domain so that reconstruction of the-Premises as would renderwill not, in Landlord’s and Tenant’s mutual reasonable judgment, result in the continuance of Premises being suitable for Tenant’s business from continued occupancy for the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate uses and purposes permitted by this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire terminate as of the date that possession of the taking. In Premises or Building or part thereof be taken, provided that if the event that parties disagree, the Lease shall not terminate and the issue as to whether the remaining Premises are suitable for Tenant’s continued occupancy for the uses permitted by this Lease shall be submitted to mediation and then arbitration, if necessary. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes of this section. If any part of the Premises is not terminated taken and a portion the remaining part is reasonably suitable for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the date that possession of such part of the Premises is taken. If the Premises is so partially taken, Tenant the Rent and other sums payable hereunder shall pay be reduced in the Base Rental same proportion that Tenant’s use and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion occupancy of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisis reduced. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building parties disagree as to an architectural unit, fit the suitability of the Premises for Tenant’s continued occupancy or the amount of any applicable Rent reduction, the matter shall be resolved by mediation and then arbitration, if necessary. No award for any partial or entire taking shall be apportioned. Tenant assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights of Tenant arising in or to the same or any part thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant’s Personal Property, for the interruption of Tenant’s business, or its moving costs, or for the loss of its goodwill. No temporary taking of the Premises shall terminate this Lease or give Tenant any right to any abatement of Rent except to the extent of interference with Tenant’s use of the Premises; provided, however, that Landlord’s obligation to repair hereunder in any event Rent shall not be limited to the extent of the net proceeds from such taking made available to Landlord abated if Tenant is separately and directly compensated for such repairinterference by the condemning authority. However, in the event Any award made to Tenant by reason of such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, belong entirely to Tenant and Landlord shall not be under no obligation entitled to make any repairs or alterationsshare therein. In Each party agrees to execute and deliver to the event other all instruments that may be required to effectuate the provisions of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessthis section.

Condemnation. If all the whole or substantially all the whole of the PremisesBuilding or Premises should be taken for any public or quasi-public use, by right of eminent domain or otherwise or should be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building and/or Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building, Premises or Project is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may, at its option, terminate this Lease by giving written notice thereof to Tenant; in which event this Lease shall terminate as of the date when physical possession of such portion of the Premises as would render, in Landlord’s reasonable judgmentBuilding, the continuance of Tenant’s business from Premises or the Premises impracticable, shall be permanently Project is taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or takingcondemning authority. If this Lease is terminated as provided aboveupon any such taking or sale, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of if the Premises is takenare affected, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair Rent payable hereunder shall be limited diminished by an equitable amount, and Landlord shall, to the extent of Landlord deems feasible, restore the net proceeds from such taking made available to Landlord for such repair. HoweverBuilding and, in the event such proceeds are not sufficient to restore if affected, the Premises to a condition reasonably suitable for substantially their former condition, but such work shall not exceed the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant scope of the extent work done by Landlord in originally constructing the Building and installing the any Work, if constructed by Landlord pursuant to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue Schedule 3 in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns nor shall Landlord in any event be required to Landlord the value of all or any portion spend for such work an amount in excess of the unexpired term amount received by Landlord as compensation for such taking. All amounts awarded upon a taking of any part or all of the Lease Project, Building, or Premises shall belong to Landlord, provided that Tenant shall not be entitled to and expressly waives all leasehold improvementsclaim to any such compensation. All sums which may be payable on account of any condemnation shall belong solely to the Landlord, and Tenant shall not assert a claim for a condemnation award therefor; providedbe entitled to any part thereof, provided however, that Tenant may pursue a separate award from the condemning authority shall be entitled to retain any amount awarded to it for (a) relocation and its trade fixtures or moving expenses. Tenant shall have an option to terminate the Lease if a partial taking renders the Premises unable for Tenant to conduct its normal business operations. In seeking its own award for moving costs, etc. this should include the right to seek any voice and (b) compensation for loss of Tenant’s businessdata wiring costs and any other capital invested by Tenant in the initial Premises.

Condemnation. If all Mortgagor, promptly upon obtaining knowledge of ------------ the institution or substantially all pending institution of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable proceedings for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue will notify Mortgagee thereof. Mortgagee may participate in full force any such proceedings and effect except that Base Rental may be represented therein by counsel of Mortgagee's selection. Mortgagor from time to time will deliver to Mortgagee all instruments requested by it to permit or facilitate such participation. In the event of such condemnation proceedings, the award or compensation payable is hereby assigned to and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord paid to Mortgagee. Mortgagee shall be under no obligation to make question the amount of any repairs such award or alterationscompensation and may accept the same in the amount in which the same shall be paid. The proceeds of any award or compensation so received shall, at the option of the Required Banks, either be applied to the prepayment of the Note and all interest and other sums accrued and unpaid in respect thereof at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award by the condemning authority, or be disbursed to Mortgagor from time to time for restoration of the Improvements. Notwithstanding the provisions of the immediately preceding sentence, provided no default shall exist hereunder or under the Loan Agreement and subject to the conditions set forth below, any such condemnation award proceeds received by Mortgagee (less Mortgagee's reasonable expenses for collecting and disbursing the same, or otherwise incurred in connection therewith) shall be applied by Mortgagee to the payment of, or the reimbursement of Mortgagor for, the costs and expenses incurred by Mortgagor in the restoration of the Improvements on the Premises. Advances of condemnation award proceeds shall be made to Mortgagor in accordance with Mortgagee's standard construction lending practices, terms and conditions. Notwithstanding the foregoing, in any case where the extent of the condemnation award proceeds paid in respect thereof are $1,000,000 or less, and provided no default shall exist hereunder or under the Loan Agreement, so long as Mortgagor shall promptly undertake, and thereafter diligently prosecute to completion, such restoration, such proceeds shall be paid directly to Mortgagor, to be applied by Mortgagor for expenses incurred in connection with such restoration. Condemnation award proceeds not required for restoration, or not in fact so applied, shall, at the option of the Required Banks, be applied either to the prepayment of the Note and interest accrued and unpaid thereon (at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award by the condemning authority) in such order and proportions as the Required Banks shall elect, or shall be paid over to Mortgagor. It is understood that any condemnation award proceeds (less Mortgagee's reasonable expenses in connection therewith as set forth above) received by Mortgagee and not disbursed to Mortgagor due to the existence of a default hereunder or under the Loan Agreement, and any such condemnation award proceeds, or portions thereof, being held by Mortgagee for periodic disbursement during the course of restoration as set forth above, shall be held by Mortgagee in an interest-bearing account and not applied to the repayment of the Loan unless and until an Event of Default shall occur hereunder, provided, however, -------- ------- that upon such an Event of Default any such proceeds then held by Mortgagee, and any interest earned thereon, shall, at the option of the Required Banks, be applied by Mortgagee to the outstanding principal of and accrued and unpaid interest on the Note in such order and proportions as the Required Banks shall elect. It shall be a condition to any restoration that Mortgagee and the Construction Consultant shall have determined, in their reasonable judgment, that the amount of available condemnation award proceeds are sufficient to restore the Premises and Improvements, to the same condition, character and at least equal value and general utility as nearly as possible to that existing prior to the condemnation, no later than (x) in cases where the taking and available condemnation award proceeds are in the amount of $10,000,000 or more, twelve (12) months prior to the Maturity Date of the Loan or (y) in cases where the taking and available condemnation award proceeds are in the amount of less than $10,000,000, the Maturity Date of the Loan. In the event of any taking such condemnation award proceeds are inadequate for such restoration, Mortgagor shall deposit with Mortgagee an amount (the "Condemnation Excess Amount") equal to the excess of the Premisesestimated cost of restoration, Tenant hereby assigns as determined by Mortgagee, over the amount of such condemnation award proceeds. Notwithstanding the foregoing, Mortgagee shall accept, in lieu of such deposit, an unconditional, irrevocable letter of credit in the Condemnation Excess Amount issued to Landlord Mortgagee by a financial institution, and otherwise in form and substance, acceptable to Mortgagee in all respects. If Mortgagor shall not have deposited the value Condemnation Excess Amount with Mortgagee or if Mortgagee shall not have received such letter of all or any portion credit, as the case may be, within thirty (30) days following Mortgagee's receipt of the unexpired term condemnation award proceeds, or if restoration work shall not have been commenced and the other conditions therefor satisfied by Mortgagor within sixty (60) days following Mortgagee's receipt of the Lease condemnation award proceeds and, thereafter, not diligently pursued in accordance with this Section and all leasehold improvementslegal requirements, and Tenant shall not assert a claim for a Mortgagee may apply such condemnation award therefor; provided, however, Tenant may pursue a separate proceeds to the prepayment of the Note and interest accrued and unpaid thereon (at the rate of interest provided therein and in the Loan Agreement regardless of the rate of interest payable on the award from by the condemning authority for (aauthority) relocation in such order and moving expensesproportions as the Required Banks shall elect. If, and (b) compensation for loss of Tenant’s businessfollowing restoration in accordance with this Section 1.13, there are any excess condemnation award proceeds, such excess proceeds shall, provided there exists no default hereunder or under the Loan Agreement, be paid over to Mortgagor.

Condemnation. If all The Mortgagee may, at its option, in its own name (a) appear or substantially all proceed in any condemnation proceeding, and (b) make any compromise or settlement thereof, provided that so long as the Mortgagor promptly prosecutes any compromise or settlement thereof, the Mortgagor shall control any compromise or settlement proceeding with the result thereof being subject to the Mortgagee's approval. The Mortgagor shall give the Mortgagee [MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING] ING No. 27449 immediate notice of the initiation of any condemnation proceeding, and a copy of every pleading, notice and other items served in any condemnation proceeding. Mortgagor hereby assigns, transfers and sets over unto the Mortgagee the entire proceeds of any award or any claim for damages for any of the Premises taken or damaged under the power of eminent domain or by condemnation. Mortgagee may elect to apply the proceeds of the award upon or in reduction of the Indebtedness, whether due or not, or make said proceeds available for restoration or rebuilding of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated Mortgagee elects, in Mortgagee's sole and a portion absolute discretion, to make said proceeds available to reimburse Mortgagor for the cost of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date rebuilding or restoration of the takingImprovements, such proceeds shall be made available in the manner and this Lease under the conditions that Mortgagee may require. In any event, the Improvements shall thereupon cease be restored or rebuilt in accordance with plans and terminate with respect specifications to be submitted to and approved by Mortgagee prior to commencement of any building or restoration. If the portion proceeds are made available by Mortgagee to reimburse Mortgagor for the cost of said rebuilding or restoration, any surplus which may remain out of said award after payment of such cost of rebuilding or restoration shall at the option of Mortgagee be applied on account of the Premises so takenIndebtedness or be paid to any party entitled thereto. Thereafter the Base Rental and Additional Rental No interest shall be adjusted allowed to Mortgagor on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of award held by the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessMortgagee.

Condemnation. If all In the event that there is a taking or substantially condemnation (or conveyance under threat of a taking or condemnation) of all of the Premises, Building or such the Premises or all reasonable access thereto (or any portion of the Building or the Premises as would rendersuch that the Authority determines, in Landlord’s reasonable judgmentits sole discretion, within thirty (30) days after notice of such taking, that the continuance of balance thereof is rendered unsuitable for Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposepurposes as contemplated under this Lease), then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire terminate effective as of the date title vests in the taking authority and such date shall be the Expiration Date hereunder. Tenant shall have no claim against the Authority for the value of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterationsunexpired Term. In the event of any taking of a portion of the Premises or the Building and this Lease is not terminated in accordance with the preceding provision, then the Authority shall promptly restore the Premises to the extent feasible, in the Authority’s reasonable determination, but in no event shall the Authority be required to undertake such restoration if the cost thereof would exceed the amount of the award(s) of damages on account of such taking received by the Authority, after deducting the reasonable cost of obtaining the award. In the event the award is greater than the sum of the cost of restoration and the Authority’s cost of obtaining the award, any excess shall be retained by the Authority. Rent and Additional Rent shall xxxxx proportionately according to the nature and extent of the taking, as determined by the Authority, while such repairs are being made. Following completion of restoration, the obligations of Tenant under this Lease shall be unaffected by such taking, except that there shall be an equitable abatement of Rent and Additional Rent in direct proportion to the extent of the Premises so taken. The Authority shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to the Authority, all rights to recover for damages to the Premises, Tenant hereby assigns to Landlord and the value of all or any portion of the unexpired term of the Lease and all leasehold improvementsinterest created by this Lease, and to compensation accrued or hereafter to accrue by reason of such taking, damage or destruction. Tenant, therefore, grants and assigns, and covenants with the Authority to grant and assign to the Authority, all rights to such damages or compensation. Nothing contained herein shall be construed to prevent Tenant shall not assert from prosecuting in a separate proceeding a claim for a condemnation award therefor; providedits trade fixtures and removable personal property so taken or damaged, howeveror relocation, Tenant may pursue a separate award from the condemning authority for (a) moving or other relocation and moving expenses, but only if such proceeding will not diminish the damages or compensation payable to the Authority. Tenant and (b) compensation for loss the Authority shall cooperate in order to recover taking proceeds, provided that no settlement on account of Tenant’s businessany damages caused by such condemnation shall be effective without the consent of the Authority.

Condemnation. a. Taking - Landlord's and Tenant's Rights. If all any part of the Building is taken by right of eminent domain or substantially all conveyed in lieu thereof (a "Taking"), and such Taking prevents Tenant from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then this Lease may, in Tenant's sole discretion, terminate and the monthly installments of Rent shall be abated during the unexpired portion of the Lease Term, effective from the date of the Taking. Tenant may accomplish the termination of Lease by delivering written notice to Landlord within thirty (30) days after the Taking. If Tenant does not elect to terminate the Lease, Landlord may, at its expense, relocate Tenant to office space reasonably comparable to the Premises, provided that Landlord notifies Tenant of its intention to do so within thirty (30) days after the Taking. Such relocation may be for a portion of the remaining Term or the entire Term. Landlord shall complete any such relocation within 180 days after Landlord has notified Tenant of its intention to relocate Tenant. If Landlord does not elect to relocate Tenant following such Taking, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within sixty (60) days after the Taking, and Rent shall be apportioned as of the date of such Taking. If Landlord does not relocate Tenant and Tenant does not terminate this Lease, then Basic Rental shall be abated on a reasonable basis as to that portion of the Premises as would renderrendered untenantable by the Taking. b. Taking - Landlord's Rights. If any material portion, in but less than all, of the Building becomes subject to a Taking, or if Landlord is required to pay any of the proceeds received for a Taking to Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose's Mortgagee, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have at the option of terminating this Lease Landlord, exercised by written notice to Tenant within ten thirty (1030) days following the date of after such condemnation or taking. If this Lease is terminated as provided aboveTaking, this Lease shall cease terminate and expire Rent shall be apportioned as of the date of the takingsuch Taking. In the event that If Landlord does not so terminate this Lease is and does not terminated and a elect to relocate Tenant, then this Lease will continue, but if any portion of the Premises is has been taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Basic Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, xxxxx as provided in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation last sentence of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessSection 14a.

Condemnation. (a) If all the entire (or substantially all of the Premisesa material portion thereof as determined by Tenant) Property, or such portion the use or possession thereof, is taken in condemnation proceedings, or by any right of the Premises as would rendereminent domain, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then if Landlord shall have the option deliver to a governmental authority a deed in lieu of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or eminent domain (individually or collectively, a "taking. If this Lease is terminated as provided above" or “taken”), then, this Lease shall cease and expire as of terminate on the date when possession shall be taken by the condemnor or if earlier, upon Tenant’s notice to Landlord that it is terminating as a result of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the said taking, and Rent, Additional Rent and all other charges payable hereunder shall be apportioned and paid in full up to that date, and all prepaid unearned Fixed Rent, Additional Rent, and all other charges prepaid hereunder, shall promptly be repaid by Landlord to Tenant (including, for example, Taxes). If only a part of the Property shall be so taken, then Tenant may only terminate this Lease shall thereupon cease and terminate with respect to if in Tenant’s reasonable discretion, the portion loss of the Premises so taken. Thereafter the Base Rental taken portion shall interfere with Tenant’s use and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit occupancy for Tenant’s occupancy intended purpose, and business; provided, however, further provided that Landlord’s obligation Tenant shall so notify Landlord of its election to repair hereunder terminate. If Tenant shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may so terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease shall continue in full force and effect effect, except that Base Rental Fixed Rent, Additional Rent and Additional Rental all other charges payable hereunder shall, subject to the provisions below regarding parking only, be equitably abated (and if the parties cannot agree on the appropriate abatement, then either may submit the matter to binding arbitration as permitted by this Lease). In such case, Tenant, at Tenant's own expense not in excess of any condemnation proceeds, shall be adjusted on an equitable basis for repair all damage to the period of Property as shall have been caused by such partial taking, and Landlord shall restore the Property to a complete architectural unit. All proceeds of condemnation shall be under no obligation applied first to make any repairs or alterationssuch restoration, and then allocated between Landlord and Tenant as contemplated hereby. In Fixed Rent, Additional Rent and other charges payable hereunder shall abate until the event of any taking of Property shall have been restored to a tenantable condition, including a xxxxxnable additional period, not to exceed 90 days, for Tenant to refixture. During the Premisesrestoration, Tenant hereby assigns may operate its business out of a temporary structure such as a trailer, subject to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and compliance with Laws. Tenant shall not assert a claim be obligated to pay Fixed Rent, Additional Rent or other charges for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss use of or attributable to Tenant’s businesstemporary structure.

Condemnation. (a) If all or substantially all of the Premises, or such portion of the Premises or the Project as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be threatened to be permanently taken or condemned for any public purpose, then as provided hereinbelow, Landlord shall immediately notify Tenant in writing of such impending condemnation. This lease, at the option of Tenant or Landlord upon the giving of written notice to the other party within thirty (30) days from such party’s receipt of written notice of the actual condemnation or taking, shall forthwith cease and terminate. Landlord shall deliver to Tenant a copy of the notice of actual condemnation or taking immediately following Landlord’s receipt thereof. If more than twenty-five percent (25%) of the Building and Parking Facility shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease lease by written notice to Tenant within ten thirty (1030) days following from the date of Landlord’s receipt of notice of such condemnation or taking. If this Lease lease is terminated as provided above, this Lease lease shall cease and expire as of if the date of transfer of possession of the takingPremises, the Project, or any portion thereof, was the expiration date of this lease. In the event that this Lease lease is not terminated and a portion of the Premises is takenby either Landlord or Tenant as aforesaid, Tenant shall pay the Base Rental and Additional Rental all other rentals up to the date of transfer of possession of such portion of the taking, Premises so taken or condemned and this Lease lease shall thereupon cease and terminate with respect to the such portion of the Premises so takentaken or condemned as if the date of transfer of possession of the Premises was the expiration date of the Term of this lease relating to such portion of the Premises. Thereafter the Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental shall be adjusted on an equitable a pro rata, net rentable square foot basis. If In the event of any such condemnation or taking and this Lease lease is not so terminated, Landlord shall promptly repair the Premises’ building Premises or the Project, as the case may be, to Building Standard condition (up to the Tenant Improvement Allowances, “adjusted for inflation,” as defined in Section 2.04) so that the remaining portion of the Premises or Project, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repairrepair from any such condemnation or taking. HoweverIn the event of any such condemnation or taking and this lease is not so terminated, and in the further event such proceeds are not sufficient that Landlord shall fail to restore repair the Premises to a the condition reasonably suitable required in the immediately preceding sentence for any reason (including, without limitation, the operation insufficiency of Tenant’s businessnet proceeds made available to Landlord) within one hundred and eighty (180) days following the date of transfer of possession of the portion of the Premises so condemned, then Tenant may shall have the right to terminate this Leaselease, at the time such termination to be effective upon thirty (30) days after delivery of written notice thereof to Landlord notifies Tenant of the extent if Landlord fails to which repair the Premises will be restoredto the condition required hereunder by such termination date. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease lease shall continue in full force and effect except that Base Rental Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be adjusted on an equitable a pro rata net rentable square foot basis for the period of such taking, time that the Premises are so taken as of the date of transfer of possession of the Premises and Landlord shall be under no obligation to make any repairs or alterations. In the event of any condemnation or taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term Term of the Lease lease and all leasehold improvements, improvements and Tenant shall may not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate attempt to recover an award or compensation against or from the condemning authority for (ai) the value of any fixtures, furniture, furnishings, Tenant Work and other personal property which were condemned but which under the terms of this lease Tenant is permitted to remove at the end of the Term of this lease, (ii) the unamortized cost of Tenant Work, which are not so removable by Tenant at the end of the Term of this lease but which were installed solely at Tenant’s expense, (iii) relocation and moving expenses, and (biv) compensation for loss of to Tenant’s businessbusiness provided that such award or compensation does not reduce the award payable to Landlord.

Condemnation. If all or substantially all of the PremisesPremises are sold to or taken by any public authority under its power of condemnation or the threat thereof, this Lease shall terminate as of the date possession shall be transferred to the acquiring authority, and the rental payable hereunder shall be apportioned accordingly. If any material part of the Project is sold or such portion taken (whether or not the Premises are affected), Landlord shall have the right to terminate this Lease as of the date possession is transferred to the acquiring authority upon giving written notice thereof to Tenant, and the rental payable hereunder shall be apportioned accordingly. In the event this Lease is not terminated pursuant to this section 22, then this Lease shall continue in force as to the part of the Premises as would render, not taken and the rent payable thereafter shall be reduced in Landlord’s reasonable judgment, proportion to the continuance amount of Tenant’s business from total floor area of the Premises impracticabletaken, shall be permanently taken or condemned for any public purposeprovided however, then Landlord or Tenant may terminate this LeaseLease upon written notice to Landlord if as a result of a partial taking, Tenant reasonably determines it is no longer feasible to operate its business from the remaining Premises. If less than all In the event of any such taking, Landlord, upon receipt and to the extent of the award in condemnation or substantially all proceeds of sale, shall, unless this Lease has been terminated, make necessary repairs and restorations (exclusive of Tenant's leasehold improvements and Alterations made subsequent to Commencement Date) to restore the Premises remaining to as near its former condition as circumstances will permit. All damages awarded by or amounts paid by the acquiring authority for any such taking, whether for the whole or a part of the Premises or the Building, Common Areas or Project shall belong to and be takenthe sole property of Landlord whether such damages are awarded as compensation for loss of, then Landlord or diminution in value to, the leasehold or the fee thereof, provided, however, Tenant shall have the option right to pursue such claim or claims as Tenant may have legally for relocation expenses, interruption of terminating this Lease by written notice business and such items such as trade fixtures and equipment, which do not reduce the award or proceeds of sale payable to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the takingLandlord. In the event that this Lease is not terminated and a portion of the Premises is takenterminated, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to have any claim against Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term hereof. The provisions of this section are subject to the Lease and all leasehold improvementsrights of Landlord's mortgagees, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessif any.

Condemnation. If all or substantially all of the PremisesLeased Premises is taken under the power of eminent domain (or by a conveyance in lieu thereof) (a "Taking"), or such if only a portion of the Leased Premises as would render, are so taken such that the remaining portion thereof are unusable or unsuitable for the continued feasible and economic occupancy of the Leased Premises for the use permitted in Landlord’s reasonable judgment, the continuance Section 5 of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposethis Lease, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire terminate as of the date possession is taken by the condemnor, and Rent shall be adjusted between Landlord and Tenant as of the takingsuch date. In the event that this Lease is not terminated and If only a portion of the Leased Premises is takentaken and the remainder is suitable for the continued feasible and economic occupancy of the Leased Premises for the use permitted in Section 5 of this Lease, then this Lease will not terminate, but Rent shall abate in a just and proportionate amount to the loss of use occaxxxxxd by the Taking. Landlord shall use commercially reasonable efforts to make all necessary repairs and restorations to the Leased Premises within one hundred eighty (180) days after the Taking (the "Restoration Period") so that the Leased Premises shall constitute a complete architectural unit and serve the functions originally contemplated therefor under this Lease. Notwithstanding any provision in this Lease to the contrary, Tenant shall pay have the Base Rental and Additional Rental up right to terminate this Lease upon a partial Taking if Landlord shall not complete or be unable to complete all necessary restorations or repairs within the date Restoration Period, by giving written notice thereof to Landlord within fifteen (15) days after the end of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so takenRestoration Period (as extended by any Force Majeure delays). Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to To the extent of the net proceeds from such taking made available to that Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on receives an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority specifically designated for (a) relocation and Tenant's relocation, moving or storage expenses, and (b) compensation for the loss of Tenant’s business's personal property or Tenant's improvements, Tenant shall be entitled to claim compensation from the condemning authority therefor. Except as provided in the preceding sentence, Tenant shall not be entitled to any part of Landlord's award relating to any Taking of the Leased Premises or any part thereof, including but not limited to, the value of the unexpired leasehold interest in the Leased Premises.

Condemnation. If all or substantially In the event that all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, leased premises shall be permanently taken in condemnation proceedings or condemned for by exercise of any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all right of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided aboveeminent domain, this Lease shall cease and expire terminate as of the date of said taking, and all unearned rent and all other charges paid in advance shall be refunded to the takingTenant and the Tenant shall surrender possession of the leased premises to Landlord. The award for such taking shall belong to Landlord except that, in the event Tenant expends any sum of money for improvements to the leased pre- mises, which, when completed, constitute part of the real estate, a share of the net award shall belong to Te- nant. Tenant shall also be entitled to make claim in its own name to the condemning authorities for the value of any furniture, trade fixtures, trade equipment, merchandise or personal property of any kind belonging to Tenant and not forming part of the real estate, or for the cost of moving all of the same, and any such award made directly to Tenant shall belong entirely to Tenant. In the event that this Lease is not terminated and a portion of, but not all, of the Premises leased premises shall be taken in condemnation pro- ceedings or by exercise of any right of eminent domain and if as a result of such partial taking the ground floor area of the building on the leased premises remaining after the taking is takenless than eighty (80) percent of the ground floor area of said building prior to the taking, or if the parking area, after the taking, is less than eighty (80) percent of the parking area prior to the taking, then in such event, Tenant shall pay have the Base Rental and Additional Rental right to terminate this Lease provided the Tenant shall have given notice to Landlord within thirty (30) days after knowledge by Tenant of such taking of Tenant's intention to cancel this Lease. Whereupon, Tenant shall be liable only for the rent up to the time of such taking or the date of when Tenant shall vacate the takingleased premises, whichever date is later, and this Lease Tenant shall thereupon cease and terminate with respect be entitled to refund of any advanced rentals paid by it for the pe- riod subsequent to the portion latter of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoreddates. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofthat Tenant does not exercise its election to cancel this Lease, this Lease shall continue then and in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.event:

Condemnation. (a) If the Leased Premises or a portion of the Building that results in there being no access to the Leased Premises shall be taken or condemned (or sold in lieu thereof) for any public purpose to such an extent as to render the Leased Premises untenantable, either party shall have the right to terminate this Lease by giving notice of such election to terminate to the other party within ten (10) days from the date of such condemnation or taking (or sale in lieu thereof), which termination shall be effective on the date of the transfer of possession of the Leased Premises or such portion of the Building to the condemning authority. If only a portion thereof shall be so taken so as not to render the remainder untenantable, this Lease shall not terminate, and Base Rental shall be diminished by an equitable amount (based upon the square footage of Net Rentable Area so taken) and Landlord shall, to the extent practicable, restore the Leased Premises so that the remaining portion of the Leased Premises shall be partitioned off from the portion so taken or condemned; however, Landlord shall be obligated to restore or rebuild the damaged property only to the extent the holder of any mortgage or deed of trust or the landlord under any ground lease makes the proceeds of such taking available to Landlord for the purposes of rebuilding and restoration, or if no mortgage or ground lease then affects the Project, then only to the extent of the net proceeds of such taking; provided, however, if such proceeds are insufficient for the restoration Landlord is obligated to make pursuant to this Section 6.1 and Landlord elects (in its sole discretion) not to restore the damaged property in accordance with the provisions of this Section 6.1 and such election not to make such restoration results in the Leased Premises being untenantable, Landlord shall furnish notice thereof to Tenant and Tenant shall have the right to terminate this Lease within thirty (30) days after receipt of such notice from Landlord (failing which, Tenant shall have waived its right to so terminate this Lease pursuant to this sentence). If all or substantially all of the PremisesProject (whether or not the Leased Premises are affected), or such a portion of the Project (whether or not the Leased Premises are affected) as would renderto cause the remainder of the Project not to be economically feasible to operate, in as reasonably determined by Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall should be permanently taken or condemned (or sold in lieu thereof) for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have at the option of terminating this Lease by written Landlord upon the giving of notice to Tenant within ten (10) days following from the date of such condemnation or takingtaking (or sale in lieu thereof), shall cease and terminate effective on the date of the transfer of possession of the Leased Premises to the condemning authority. If this Lease is terminated as provided abovein accordance with this Section 6.1(a), this Lease Base Rental shall cease be apportioned on a per diem basis and expire as of shall be payable through the effective date of the takingtermination. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net All proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose (or sale in lieu thereof) of the Leased Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease Project shall belong to and all leasehold improvementsbe paid to Landlord, and Tenant shall not assert be entitled to any portion of such award (except that Tenant shall have all rights permitted under the laws of the State of Texas to appear, claim and prove in proceedings relative to such taking the value of any fixtures, furnishings, and other personal property which are taken but which under the terms of this Lease Tenant is permitted to remove at the end of the Term, the unamortized cost [such costs having been amortized on a claim straight line basis over the Term excluding any renewal terms] of Tenant's leasehold improvements which are taken that Tenant is not permitted to remove at the end of the Term and which were installed solely at Tenant's expense [i.e., not paid for a condemnation award therefor; providedby Landlord or purchased with allowances provided by Landlord], however, Tenant may pursue a separate award from the condemning authority for (a) and relocation and moving expenses, and (b) compensation for loss but not the value of Tenant’s business's leasehold estate created by this Lease and only so long as such claims in no way diminish the award Landlord receives from the condemning authority).

Condemnation. (a) If all or substantially all of the PremisesProject, Building, the Demised Premises leased herein, or such portion portions of the Premises Building as would render, in Landlord’s may be required for the Tenant's reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all use of the Premises shall be takentaken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions Landlord shall grant an option to purchase and or shall sell and convey the Project, Building or the Demised Premises, then either party may terminate this Lease and the term hereof shall end as of such date (on or before the title vests in the condemning authority) as Landlord or Tenant, as the case may be shall fix by notice in writing; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord, provided that such Tenant shall have the option of terminating this Lease by written notice right to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated make a separate claim for damages as provided above, this Lease shall cease below. Tenant agrees to execute and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Leasedeliver any instruments, at the time Landlord notifies Tenant expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Project, Building and Demised Premises or any portion thereof, this Lease shall continue in full force . Tenant covenants and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for agrees to vacate the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Demised Premises, Tenant hereby assigns remove all Tenant's personal property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the value of all or aforementioned notice. Failure by Tenant to comply with any portion of the unexpired term of the Lease and all leasehold improvementsprovision in this clause shall subject Tenant to such costs, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, damages and (b) compensation for loss losses as Landlord may incur by reason of Tenant’s business's breach hereof.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently Project is taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided abovecondemnation, this Lease shall cease terminate on the date so taken, and expire the Rent shall be apportioned as of that date. If part of the Project is taken by condemnation and (i) the Project is thereby rendered not reasonably suitable for the continued conduct of Tenant's business, as determined by Tenant in its good faith judgment, taking into consideration the nature, size and scope of such business immediately prior to the taking, (ii) more than 100 parking spaces (in the aggregate) are taken within the Restricted Use Areas (and the Common Property other than the Restricted Use Areas), or (iii) more than ten thousand (10,000) RSF of the Building Leased Premises is taken, then Tenant may elect, by giving thirty (30) days written notice to Landlord, to terminate this Lease and in the event of such termination, all Rent, Additional Rent and/or other charges hereunder shall be apportioned as of the date of the said taking. In the event that If Tenant does not elect to terminate this Lease is not terminated and a portion of the Premises is takenas above-specified, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate then with respect to the portion part not taken the Rent shall be reduced by the value that the condemned part bears to the total value of the Premises so taken. Thereafter Project, in which event the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair restore the Premises’ building Project (including the Tenant Improvement Work and Tenant Improvements By Tenant) to an architectural architecturally complete unit. Except as otherwise provided herein, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from all compensation awarded or paid upon such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking total or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any partial taking of the PremisesProject shall belong to and be the property of the Landlord without any participation by the Tenant. Notwithstanding the foregoing, Tenant hereby assigns shall be entitled to Landlord the value of all or any portion of the unexpired term of the Lease and all award made specifically for its personal property, trade fixtures, unamortized leasehold improvements, loss of business, business dislocation (and moving expenses) and nothing contained herein shall be construed to preclude the Tenant shall not assert a from prosecuting any claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from directly against the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessin such condemnation proceedings.

Condemnation. If In the event that all or substantially all a "Substantial Part of the Leased Premises, or such portion of the Premises " (as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, hereinafter defined) shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all through the exercise of the Premises shall be takenpower of eminent domain, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation with or taking. If this Lease is terminated as provided abovewithout litigation, this Lease shall cease and expire terminate as of the Basic and Additional Rent shall be proportioned to and abate from and after, the date of the taking. Tenant shall have no rxxxx to participate in any award or damages for such taking and hereby assigns all of its right, title and interest therein to Landlord. For purposes of this paragraph, a "Substantial Part of the Leased Premises" shall mean that such part that the remainder thereof is rendered inadequate for Tenant's business and that such remainder cannot permit Tenant to carry on its business with substantially the same efficiency as before the taking. In the event that this Lease is not terminated and less than a portion Substantial Part of the Leased Premises is taken, Tenant shall pay be taken or condemned through the Base Rental and Additional Rental up to the date exercise of the takingpower of eminent domain, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofwithout litigation, this Lease shall continue remain in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation according to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, its terms and Tenant shall not assert have the right to participate in any award or damages for such taking and hereby assigns all of its right, title and interest therein to Landlord. In such event, Landlord shall, at its expense, promptly make such repairs and improvements and shall be necessary to make the remainder of the Leased Premises adequate to permit Tenant to carry on its business to substantially the same efficiency as before the taking: provided that in no event shall Landlord be required to expend an amount in excess of the award received by Landlord for such taking. If as a claim for a condemnation award therefor; providedresult of such taking any part of the Leased Premises is rendered permanently unusable, howeverthe Basic Annual Rent reserved hereunder shall be reduced in such amount as may be fair and reasonable, which amount shall not exceed the proportion which the area so taken or made unusable bears to the total area which was usable by Tenant may pursue a separate award prior to the taking. If the taking does not render any part of the Leased Premises unusable, there shall be no abatement of rent. Nothing herein shall be deemed to prevent Tenant from claiming and receiving from the condemning authority for (a) relocation and moving expensesauthority, and (b) if legally payable compensation for the taking of Tenant's own tangible property and damages for Tenant loss of Tenant’s business, business interruption, or removal and relocation.

Condemnation. If Mortgagor will give Mortgagee prompt notice of any action, actual or threatened, in condemnation or eminent domain and hereby assigns, transfers, and sets over to Mortgagee the entire proceeds of any award or claim for damages for all or substantially any part of the Premises taken or damaged under the power of eminent domain or condemnation (herein referred to as Condemnation), Mortgagee being hereby authorized to intervene in any such action and to collect and receive from the condemning authorities and give proper receipts and acquittances for such proceeds. Mortgagor will not enter into any agreements with the condemning authority permitting or consenting to the taking of the Premises unless prior written consent of Mortgagee is obtained. Any expenses incurred by Mortgagee in intervening in such action or collecting Condemnation proceeds (including the cost of any independent appraisal) shall be reimbursed to Mortgagee out of Condemnation proceeds prior to other payments or disbursements. Mortgagor shall deliver all Condemnation proceeds to Mortgagee within five (5) days of receipt thereof and shall at Mortgagee's request direct the condemning authority to deliver the condemnation proceeds to Mortgagee. Condemnation proceeds or any part thereof shall be applied upon or in reduction of the Indebtedness then most remotely to be paid, whether due or not, or to the restoration or repair of the Premises, or such portion the choice of application to be solely at the Premises as would render, in Landlord’s reasonable judgment, the continuance discretion of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the takingMortgagee. In the event that this Lease is Mortgagee does not terminated make Condemnation proceeds available for restoration and a applies Condemnation proceeds to payment of debt, no prepayment fee shall be due on Condemnation proceeds so applied and the monthly installment payments of principal and interest set forth in the Note shall be adjusted to an amount sufficient to reamortize the then unpaid principal balance of the Note together with interest in equal monthly installment payments over the then remaining portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredoriginal amortization period. In the event of any temporary taking or condemnation Mortgagee does not make insurance proceeds available for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking reconstruction of the Premises, Tenant hereby assigns Mortgagor shall have the right to Landlord prepay the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert Loan in full without a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessprepayment fee.

Condemnation. If all or substantially all of the Premises, or such a material portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takentaken or appropriated for public or quasi-public use by right of eminent domain with or without litigation or transferred by agreement in connection with such public or quasi-public use, then either party hereto shall have the right at its option, exercisable within thirty (30) days of receipt of notice of such taking, to terminate this Lease as of the date possession is taken by the condemning authority, provided, however, that before Tenant may terminate this Lease by reason of taking or appropriation as provided hereinabove, such taking or appropriation shall be of such an extent and nature as to materially handicap, impede or impair Tenant's use of the Premises. If any part of the Building other than the Premises shall be so taken or appropriated, Landlord shall have the right at its option to terminate this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation now or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up hereafter arising in or to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and businesssame or any part thereof; provided, however, that Landlord’s obligation to repair hereunder nothing contained herein shall be limited deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the extent taking of personal property and fixtures belonging to Tenant and/or for Tenant's Please Initial Tenant ( ) Landlord ( ) unamortized cost of leasehold improvements, so long as such award to Tenant does not decrease the value of the net proceeds from award that would otherwise be made to Landlord in such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredor condemnation. In the event of any temporary a partial taking or condemnation for any public purpose which does not result in a termination of this Lease, rent shall be abated in the proportion which the part of Premises so made unusable bears to the rented area of the Premises immediately prior to the taking, and Landlord, at Landlord's cost, shall restore the Premises remaining to an architectural whole with the Base Rent reduced in proportion to what the area taken bears to the Premises prior to the taking. No temporary taking of the Premises and/or of Tenant's rights therein or any portion thereof, under this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for give Tenant the period right to terminate this Lease or to any abatement of such taking, and Landlord shall be under no obligation Rent thereunder. Any award made to make any repairs or alterations. In the event Tenant by reason of any such temporary taking of the Premises, where Landlord does not terminate this Lease shall belong entirely to Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall so long as said award does not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessdiminish Landlord's award.

Condemnation. If all or substantially all 14.01 In the event that the whole of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, demised premises shall be permanently lawfully condemned or taken or condemned in any manner for any public purposeor quasi-public use, then Landlord or Tenant may this Lease and the term and estate hereby granted shall forthwith cease and terminate this Lease. If less than all or substantially all as of the Premises date of vesting of title. In the event that only a part of the demised premises shall be so condemned or taken, then, effective as of the date of vesting of title, the fixed annual rent under Article 1 hereunder and additional rents under Article 3 hereunder shall be abated in an amount thereof apportioned according to the area of the demised premises so condemned or taken. In the event that only a part of the Building shall be so condemned or taken, then (a) Landlord shall have (whether or not the option of terminating demised premises be affected) may, at Landlord's option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by written notice to notifying Tenant in writing of such termination within ten sixty (1060) days following the date on which Landlord shall have received notice of vesting of title, or (b) if such condemnation or taking shall be of a substantial part of the demised premises or of a substantial part of the means of access thereto, Tenant may, at Tenant's option, by delivery of notice in writing to Landlord within thirty (30) days following the date on which Tenant shall have received notice of vesting of title, terminate this Lease and the term and estate hereby granted as of the date of vesting of title, or (c) if neither Landlord nor Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the fixed annual rent payable under Article 1 and additional rents payable under Article 3 shall be abated to the extent hereinbefore provided in this Article 14. In the event that only a part of the demised premises shall be so condemned or taken and this Lease and the term and estate hereby granted with respect to the remaining portion of the demised premises are not terminated as hereinbefore provided, Landlord will, with reasonable diligence and at its expense, restore the remaining portion of the demised premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking. If Landlord agrees that it shall not exercise its rights to terminate this Lease pursuant to this Section 14.01 in a manner which is terminated as provided above, this Lease shall cease and expire as inconsistent with the exercise of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate its termination rights with respect to the portion other tenants of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Building which are similarly affected as Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takencondemned or taken by any legally constituted authority for any public use or purpose, then Landlord this Lease shall have terminate on the date on which possession thereof is taken by the condemning authority as though such date had been fixed for the expiration of the term hereof. If the Property shall be condemned or taken by any legally constituted authority for any public use or purpose in such material part as will make the Premises substantially unusable by Tenant for the continued operation of Tenant's business, then, at the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation Landlord or taking. If this Lease is terminated as provided aboveTenant, this Lease shall cease and expire terminate upon the date on which possession thereof is taken by the condemning authority as though such date had been fixed for the expiration of the date term hereof, provided, however, that the parties agree that a condemnation or taking of five (5%) percent or less of the takingPremises shall not be deemed a material condemnation or taking enabling Landlord or Tenant to terminate this Lease pursuant to this Paragraph 13. In the event that this Lease is not terminated and a any portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedterminated pursuant to this Paragraph 13, Landlord there shall promptly repair be an equitable abatement of the rentals due hereunder, based on the remaining portion of the Premises’ building to , and Landlord shall, at its sole cost and expense, promptly commence and diligently complete the repair and restoration of the Property so that upon completion, the Property will constitute a complete architectural unit with an architectural unitappearance, fit for Tenant’s occupancy character and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited commercial value as nearly as possible equal to the extent value of the net proceeds from such taking made available Property immediately prior to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredtaking. In the event of any temporary taking such condemnation or condemnation for any public purpose taking, the entire award or compensation attributable to the taking, of the Property, including without limitation, the leasehold interest with respect to the Premises or any portion thereofand all improvements located thereon, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, paid to and Landlord belong to Landlord. Nothing herein shall be under no obligation construed to make any repairs or alterations. In the event of any taking of the Premises, prevent Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation from seeking an award therefor; provided, however, Tenant may pursue a separate award directly from the condemning authority for (a) relocation the value of Tenant's loss of business, removable trade fixtures, and moving expenses, provided such claim does not reduce the award otherwise payable to Landlord. In no event shall Tenant seek any award or compensation based on the value of this Lease or its leasehold interest in the Premises and (b) compensation for loss of Tenant’s businessTenant assigns all such claims irrevocably to Landlord.

Condemnation. If all or substantially all The last sentence of the second paragraph of Article VII of the Lease shall only apply to the Expanded Leased Premises, or such portion and shall not apply to the Second Expansion Space and VAD Space. In addition, Article VII of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, Lease shall be permanently taken amended by adding the underlined language to the last paragraph thereof and adding a new paragraph at the end thereof as follows: Notwithstanding the preceding two (2) paragraphs of this Article VII, if Landlord or condemned for any public purposeTenant has the right to terminate the Lease pursuant to this Article VII due to taking or condemnation of the Expanded Leased Premises only (excluding the Second Expansion Space and VAD Space), then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord automatically shall have the option of terminating right pursuant to this Article VII to terminate the Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion Second Expansion Space and VAD Space, regardless of whether the Premises so taken. Thereafter Second Expansion Space and/or the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repairVAD Space has been condemned in whole or in part. However, in if Landlord or Tenant has any right to terminate the event such proceeds are not sufficient Lease pursuant to restore the Premises this Article VII due to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant condemnation or taking of the extent Second Expansion Space and/or VAD Space only (excluding the Expanded Leased Premises), Landlord or Tenant shall not have the right to which terminate the Premises will be restoredLease with respect to the Expanded Leased Premises. In If Landlord or Tenant duly terminates the event of any temporary taking or condemnation for any public purpose of Lease under Article VII with respect to the Premises or any portion thereofSecond Expansion Space and/or VAD Space, this the Lease shall continue remain in full force and effect except that Base Rental with respect to the Expanded Leased Premises, and Additional Rental the Second Expansion Space and/or VAD Space shall be adjusted on an equitable basis for stricken from the period definition of "Leased Premises" under the Lease. Upon such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking condemnation of the PremisesSecond Expansion Space and/or VAD Space, the parties agree to enter into an amendment to the Lease setting forth the reduced Leased Premises and other related changes to the Lease, including, without limitation, a reduction of Basic Annual Rent and Tenant's Portion of Common Area Expenses, Taxes and Insurance. Notwithstanding anything set forth above in this Article VII, if Landlord or Tenant hereby assigns has the right to Landlord terminate the value Lease pursuant to this Article VII due to taking or condemnation of all one or any portion the other of the unexpired term Second Expansion Space or the VAD Space, but not both Spaces, then Landlord or Tenant shall not have the right to terminate the Lease under this provision with respect to the non-condemned Space in Building B, or with respect to the Expanded Leased Premises. 15. Parking. Paragraph X.O of the Lease shall be amended by adding Tenant's right to the non-exclusive use of an additional three (3) parking spaces per one thousand (1,000) square feet of the VAD Space for a total of Thirty-Four (34) parking spaces. Therefore, in addition to the 214 non-exclusive and all leasehold improvements15 exclusive parking spaces set forth in the Lease, and Tenant shall not assert a claim have the non-exclusive use of 34 additional parking spaces in the front and rear of Building B. If Tenant's loading requirements or other requirements in the rear of Building B are such that there is room for a condemnation award therefor; providedadditional parking, however, then Tenant may pursue a separate award from shall have the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss non-exclusive use of Tenant’s businessadditional parking spaces in the rear of Building B. 16.

Condemnation. If all or substantially all of the PremisesComplex is taken or condemned, or such portion acquired under threat of condemnation, by or at the direction of any governmental authority (a “Taking” or “Taken”, as the context requires), or if so much of the Premises as would renderComplex is Taken that, in LandlordLessor’s reasonable judgmentopinion, the continuance remainder cannot be restored to an economically viable, quality office building, or if the awards payable to Lessor as a result of Tenantany Taking are, in Lessor’s business from opinion, inadequate to restore the Premises impracticableremainder to an economically viable, shall be permanently taken or condemned for any public purposequality office building, then Landlord or Tenant may terminate this Lease. If less than all or substantially all Lessor may, at its election, exercisable by the giving of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant Lessee within ten thirty (1030) days following after the date of such condemnation or taking. If the Taking, terminate this Lease is terminated as provided above, this Lease shall cease and expire Agreement as of the date of the takingTaking or the date Lessee is deprived of possession of the Leased Premises (whichever is later). If this Lease Agreement is not terminated as a result of a Taking, Lessor shall restore the Leased Premises remaining after the Taking to the condition existing as of the Commencement Date. Following the Taking and through the period of restoration, Rent shall be abated to the extent the Leased Premises are rendered un-tenantable and, after the period of restoration, Rent and Lessee’s pro rata share shall be reduced in the proportion that the area of the Leased Premises Taken or otherwise rendered un-tenantable bears to the area of the Leased Premises just prior to the Taking. All awards, proceeds, compensation or other payments from or with respect to any Taking of the Complex or any portion thereof shall belong to Lessor, Lessee hereby assigning to Lessor all of its right, title, interest and claim to same. Lessee shall have the right to assert a claim for and recover from the condemning authority, but not from Lessor, such compensation as may be awarded on account of Lessee’s moving and relocation expenses, and depreciation to and loss of Lessee’s movable personal property. Additionally, if any part of the Building or Complex is Taken, and such Taking will prevent Lessee from conducting on a permanent basis its business in the Leased Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Lessee may terminate this Lease Agreement as of the date of such Taking by giving written notice to Lessor within thirty (30) days after the Taking, and Rent shall be apportioned as of the date of such Taking. In the event that Lessee does not terminate this Lease is not terminated and Agreement, then Rent shall be abated on a reasonable basis as to that portion of the Leased Premises is taken, Tenant shall pay rendered untenantable by the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessTaking.

Condemnation. If all In the event any power of condemnation shall be exercised by any governmental authority or substantially all other entity empowered by law to exercise said power of condemnation against the Premises, in whole or in part, the parties agree to the terms and conditions set forth in this Section 7.2. In the event of a taking of a portion constituting twenty-five percent (25%) or less of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of Landlord only upon a showing that such condemnation or taking. If this Lease is terminated as provided above, this Lease taking shall cease prevent its reasonable use and expire as enjoyment of the date of the takingPremises and substantially impairs its ability to conduct its business thereon. In the event Tenant continues in possession of that this Lease is not terminated and a portion of the Premises is takennot so taken for whatever reason, Tenant the rent hereinunder shall pay be abated by the Base Rental and Additional Rental up proportion that the number of square feet of the building floor space taken bears to the date total number of square feet of building floor space included in the takingPremises. If Tenant elects or is required to continue in possession, and this Lease shall thereupon cease and terminate with respect to the if any portion of any building or buildings comprising the Premises so shall have been taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ restore such building to an architectural unit, fit for Tenant’s occupancy or buildings by repairing and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited enclosing them to the extent of the net proceeds from such taking made available necessary and possible to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably provide an integral and complete building suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredpurposes set forth herein. In the event of any temporary the taking or condemnation for any public purpose of the Premises or any a portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking constituting more than twenty-five (25%) of the Premises, Tenant hereby assigns may elect to Landlord terminate this lease by giving written notice to Landlord, or in lieu of exercising its right of termination, Tenant may continue in possession of that portion of the value Premises not so taken, and the rent hereunder shall be abated by the proportion that the number of all or square feet of the building floor space taken bears to the total number of square feet of building floor space included in the Premises. If Tenant elects to continue in possession, and if any portion of any building or buildings comprising the unexpired term Premises shall have been taken, Landlord shall restore such building or buildings by repairing and enclosing them to the extent necessary and possible to provide an integral and complete building suitable for the Tenant’s purposes set forth herein. Any condemnation award, whether resulting by judgment or verdict after trial or by agreement under threat of condemnation applying to the Lease and all leasehold improvementsinterest created hereby, shall be paid to Landlord, and Tenant waives any right thereto. Nothing in this Paragraph shall not assert a claim be construed as limiting Tenant’s right to pursue an action for a condemnation award therefor; provideddamages to its business or property, howeveror other damages, Tenant may pursue a separate award from against the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessentity.

Condemnation. If all or substantially all of the Premises, or such portion Either party may terminate this Lease if any material part of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently is taken or condemned for any public purposeor quasi-public use under Law, then by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord or Tenant may shall also have the right to terminate this Lease. If less than all or substantially all Lease if there is a Taking of any portion of the Premises Building or Property which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building (provided Landlord terminates the leases of all other similarly situated tenants in the Building taking into account commercially relevant factors, including the remaining terms of the leases). The terminating party shall provide written notice of termination to the other party within forty-five (45) days after it first receives notice of the Taking. The termination shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the effective date of any order granting possession to, or vesting legal title in, the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basiscondemning authority. If this Lease is not terminated, Landlord Base Rent and Tenant’s Pro Rata Share shall promptly repair be appropriately adjusted to account for any reduction in the square footage of the Building or Premises’ building . All compensation awarded for a Taking shall be the property of Landlord. The right to an architectural unitreceive compensation or proceeds is expressly waived by Tenant, fit however, Tenant may file a separate claim for Tenant’s occupancy Property and businessTenant’s reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking; provided, however, that Landlord’s Landlord shall have no obligation to repair hereunder shall be limited restore Tenant’s Property or any Alterations or any other improvements or property that Tenant is required to insure pursuant to the extent terms of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofincluding, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such takingwithout limitation, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (aSection 14.01(e) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesshereof.

Condemnation. If all of the Premises should be taken for any public or substantially all quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), or if any part of the Premises should be Taken and the partial Taking would prevent or materially interfere with Tenant’s access to or reasonable use of the Premises, and (i) in the reasonable opinion of Landlord’s general contractor, the Premises, the Building and/or material access, as applicable, cannot be repaired, rebuilt or restored within two hundred ten (210) days after the date of such portion taking (the “Outside Condemnation Date”), or (ii) Landlord’s general contractor determines that the same cannot be restored with the proceeds received by Landlord from such Taking and neither Landlord or Tenant elects not to fund the cost in excess of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business available proceeds from the Premises impracticable, shall be permanently taken or condemned Taking for any public purposethe restoration of the Premises, then Landlord shall give written notice to Tenant of such determination, and in either such case upon written notice by Landlord or Tenant may to the other given within fifteen (15) days following such notice from Landlord, this Lease shall terminate this Leaseon the date title passes and Rent shall be apportioned as of said date. If less than all or substantially all part of the Premises shall be takenTaken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If and this Lease is not terminated as provided above, this Lease Landlord shall cease promptly, at its sole cost and expire as of expense, restore and reconstruct the date of the taking. In the event that this Lease is not terminated Premises, and a portion of the Premises is taken, Tenant shall pay the Base Rental Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and Additional Rental up to reasonable under the date of the taking, and this Lease shall thereupon cease and terminate with respect to circumstances based on the portion of the Premises so takenTaken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedIn such event, Landlord shall promptly repair provide Tenant with an estimated period for completion of such repairs and/or restoration which shall be no longer than two hundred ten (210) days after the Premisesdate of the taking (“Estimated Restoration Period”). If the actual restoration is not completed within one (1) month after the end of Landlord’s Estimated Restoration Period, subject to extension for Force Majeure and for Tenant Delays; Tenant may terminate this Lease upon thirty (30) days’ building prior written notice to an architectural unitLandlord, fit for Tenant’s occupancy which notice shall have a heading in at least 12-point type, bold and business; all caps as follows: “FAILURE TO COMPLETE REPAIR WITHIN THIRTY (30) DAYS SHALL RESULT IN TENANT EXERCISING TERMINATION RIGHTS.” provided, however, that Landlordif Landlord completes the restoration in said thirty (30) day notice period, Tenant’s obligation to repair hereunder notice of termination shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, null and void and this Lease shall continue in full force and effect effect. Upon any such termination, neither Landlord nor Tenant shall have any further obligations hereunder except those that Base Rental and Additional Rental would otherwise survive the termination of this Lease as expressly provided herein. If any Taking occurs, then Landlord shall be adjusted on an equitable basis receive the entire award or other compensation for the period of such takingLand, the Building, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises; and Tenant shall receive the entire award or other compensation for any Tenant Improvements, Tenant-Made Alterations and Tenant’s Property. Tenant hereby assigns may elect to Landlord separately pursue a claim against the condemnor for the value of all or such items, moving costs, loss of business, and other claims it may have, provided that Tenant may not assert any claim if doing so would reduce the award payable to Landlord. Without limiting the foregoing, if the condemning authority specifically designates that a portion of the unexpired term award is attributable to (i) the value of the Lease and all leasehold improvementsTenant Improvements, and Tenant shall not assert a claim for a condemnation award therefor; providedTenant’s Property or Tenant-Made Alterations, however(ii) Tenant’s moving costs, Tenant may pursue a separate award from the condemning authority for and/or (aiii) relocation and moving expenses, and (b) compensation for Tenant’s loss of Tenant’s business, then Landlord shall promptly pay Tenant such portion of its award that is attributable to the foregoing.

Condemnation. If all or substantially all the whole of the PremisesLeased Premises shall be taken or condemned by any competent authority for any public use or purpose, then the term hereby granted shall cease on the day prior to the taking of possession by such authority or on the day prior to the vesting of title in such authority, whichever first occurs and rent hereunder shall be paid to and adjusted as of that day. Landlord agrees to give written notice of such taking to Tenant promptly. If a portion of the Leased Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeand, as a result thereof, there shall be such a major change in the character of the Leased Premises as to prevent Tenant from using the same in substantially the same manner as theretofore used, then Landlord or in that event, the Tenant may either cancel and terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date when the part of the takingLeased Premises so taken or condemned shall be required for such public purpose, or said Tenant may continue to occupy the remaining portion, providing, however, the Tenant shall give written notice to the Landlord within fifteen (15) days after receipt of notice from Landlord of any taking or vesting of title, of its election. In the event that this Lease is not terminated the Tenant shall remain in possession and a portion occupation of the Premises is takenremaining portion, Tenant shall pay all the Base Rental terms and Additional Rental up to the date conditions of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue remain in full force and effect with respect to such remaining portion, except that Base Rental and Additional Rental the rent reserved to be paid hereunder shall be equitably adjusted on an equitable basis according to the amount and value of such remaining space. The entire award of damages or compensation for the period Leased Premises taken, or the amount paid pursuant to private purchase in lieu thereof, whether such condemnation or sale be total or partial, shall belong to and be the property of such taking, Landlord and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to the Landlord any and all such award or purchase price. All insurance proceeds payable or assigned to Landlord by Tenant from the value loss of all fire, condemnation or other casualty will be limited to the proceeds from the insurance coverage required under this Lease. Nothing herein contained shall be deemed or construed to prevent Tenant from interposing and prosecuting in any condemnation proceeding, a claim for moving expenses, trade fixtures installed or owned by the Tenant and in the case of a partial condemnation of the Leased Premises, the cost, loss or damage sustained by the Tenant as the result of any alterations, modifications or repairs which may be reasonably required of the Tenant in order to place the remaining portion of the unexpired term of Leased Premises not so condemned, in a suitable condition for the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business's occupancy.

Condemnation. If all Either party may terminate this Lease if the whole or substantially all of the Premises, or such portion any material part of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use under Law, then by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building, Property, or Project which would leave the remainder of the Building or the Project unsuitable for use as an office building or an office park, as the case may be, in a manner comparable to the use of the Building and/or Project prior to the Taking. In order to exercise its right to terminate the Lease, Landlord or Tenant Tenant, as the case may terminate this Lease. If less than all or substantially all be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Premises Taking. Any such termination shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the date of the taking. In the event that this Lease is not terminated and a portion physical taking of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to or the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisProject, Building or Property occurs. If this Lease is not terminated, Landlord shall promptly repair the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises’ building to an architectural unit, fit the Rentable Square Footage of the Project and Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In addition, Rent for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder any portion of the Premises taken or condemned shall be limited to abated during the extent unexpired Term of this Lease effective when the physical taking of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore portion of the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredoccurs. In the event of any temporary taking or condemnation for any public purpose only a part of the Premises shall be so condemned or any portion thereof, taken and this Lease shall continue in full force is not terminated as hereinbefore provided, Landlord will, with reasonable diligence and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for at its expense (to the period of such taking, and Landlord shall be under no obligation to make extent covered by any repairs or alterations. In condemnation award) restore the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any remaining portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim Premises as nearly as practicable to its condition immediately prior to such condemnation or taking. All compensation awarded for a condemnation award therefor; providedTaking, howeveror sale proceeds, shall be the property of Landlord, any right to receive compensation or proceeds being expressly waived by Tenant. However, Tenant may pursue file a separate award from the condemning authority claim at its sole cost and expense for (a) Tenant's Property and Tenant's reasonable relocation and moving expenses, moving costs, lost goodwill, and (b) compensation the unamortized value of improvements to the Premises that had been paid for loss by Tenant, provided the filing of Tenant’s businessthe claim does not diminish the award which would otherwise be receivable by Landlord.

Condemnation. If all or substantially all of In the Premises, or such event that any portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a substantial portion of the Common Areas serving the Premises is takenare taken under condemnation proceedings, or by sale under threat of condemnation, Landlord shall be exclusively entitled to all compensation to be paid by the condemning authority. Notwithstanding the foregoing, Tenant shall pay may pursue any claim Tenant may have for business interruption or moving expenses, or for the Base Rental value of or damages to or for the cost of removal of Tenant’s movable trade fixtures and Additional Rental up to other personal property that would remain Tenant’s property upon the date expiration of the takingTerm, and this Lease shall thereupon cease and terminate with respect that are recoverable by Tenant in Tenant’s own right, provided that any such claim, if successful, will not result in a reduction in any award to which Landlord otherwise would be entitled. If the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease or Common Areas taken is such that Tenant is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, adversely affected in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation conduct of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease shall continue in full force and effect except with no abatement of rentals to be paid hereunder as though such property was not taken. If, on the other hand, the taking of a portion of the Premises or Common Areas is such as to adversely affect the conduct of Tenant’s business, then and in that Base Rental and Additional Rental event, Tenant shall be adjusted on have the right to an equitable basis for the period abatement of such takingrent and other payments, and Landlord shall be under no obligation if any, which Tenant is obligated to make any repairs or alterationshereunder. In the event that the portion or amount of any property taken by condemnation or by sale under threat of condemnation is such as to preclude Tenant from effectively conducting Tenant’s business in substantially the same manner Tenant conducted its business prior to such taking or conveyance in lieu thereof, then Tenant shall have the right to cancel and terminate this Lease which right shall be exercised, if at all, by Tenant so notifying Landlord within thirty (30) days after the taking or conveyance of the Premisesproperty. If Landlord and Tenant cannot agree on an equitable rental reduction or whether Tenant has the right to cancel this Lease, Tenant hereby assigns then the same shall be referred to Landlord the value a panel of all or any portion three (3) arbitrators, one of the unexpired term of the Lease and all leasehold improvementswhich is appointed by each party, and the third appointed by the first two arbitrators, who shall meet within ten (10) days of appointment and then and there determine a fair reduced rental (and other payments, if applicable) or whether Tenant shall not assert a claim for a condemnation award therefor; providedis entitled to cancel this Lease, however, Tenant may pursue a separate award from both parties covenanting and agreeing to be bound by the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessarbitration decision.

Condemnation. If all of the Premises should be taken for any public or substantially all quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), or if any part of the Premises should be Taken and, after giving effect to restoration, the partial Taking would prevent or materially interfere with Tenant’s access to or use of the Premises, or then Tenant may, not later than ninety (90) days after such portion Taking, give written notice to Landlord of the Premises as would rendersuch determination, in Landlord’s reasonable judgment, which case this Lease shall terminate on the continuance date set forth in such notice (which date shall not be earlier than thirty (30) days after the date of Tenant’s business from the Premises impracticable, such notice) and Rent shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Leaseapportioned as of said date. If less than all or substantially all part of the Premises shall be takenTaken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If and this Lease is not terminated as provided above, Tenant shall promptly, at its sole cost and expense, restore and reconstruct the Premises, and the Rent payable hereunder shall not be reduced or abated. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Premises (including, without limitation, the Land and the Building), and except as provided in the next succeeding sentence, Tenant has no right to receive any award for its interest in this Lease or for loss of leasehold, and Tenant expressly waives and assigns to Landlord any interest of Tenant in any damages, awards, compensation or payments to the extent constituting compensation for a Taking of any real property interests (including, without limitation, Tenant’s leasehold interest) (the “Real Property Award”), provided that, if this Lease has not been terminated as a result of such Taking, Landlord shall cease and expire as reimburse Tenant for the costs incurred by Tenant for the restoration of the date Premises up to the amount of the takingReal Property Award received by Landlord, net of any reasonable expenses incurred by Landlord in connection therewith. In the event that addition, if following a partial Taking where this Lease is not terminated remains in effect, if the Real Property Award exceeds any reimbursement to Tenant for costs of restoration and the reasonable expenses of Landlord with the result that Landlord retains a portion of the Premises is takenReal Property Award in excess of One Hundred Thousand Dollars ($100,000), the annual Fixed Rent for each full calendar year thereafter until the end of the Primary Term will be reduced by six percent (6%) of the amount of the Real Property Award so retained by Landlord. Tenant shall pay may elect to pursue a separate claim against the Base Rental condemnor for compensation for the loss of any Tenant Trade Fixtures, moving costs, loss of business, and Additional Rental up other business damages suffered by Tenant as a result of the Taking (collectively, “Tenant’s Damages”), provided that Tenant may only pursue any such claim to the date extent the claim can be brought by Tenant separately from Landlord’s claim for the Real Property Award and without reducing any award (including, without limitation, the Real Property Award) payable to Landlord. Without limiting the foregoing, if the condemning authority specifically designates that a portion of any award payable to Landlord is attributable to any of Tenant’s Damages, then Landlord shall promptly pay Tenant any such portion of the takingaward received by Landlord that is attributable to Tenant’s Damages, so long as such payment to Tenant would not reduce the award that would otherwise be payable to Landlord pursuant to this paragraph. Landlord shall promptly notify Tenant of any threatened Taking actually known to Landlord, and this Lease shall thereupon cease and terminate allow Tenant to participate in negotiations with public authorities with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit any separate award for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repairDamages. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.13.2

Condemnation. If during the Term all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all part of the Premises shall be taken by eminent domain, the Lease shall terminate as to the part so taken on the date Tenant is required to deliver possession to the condemning authority. If this lease is not terminated as provided below, Landlord shall make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition (excluding Tenant's property and improvements made by Tenant); and, effective upon the date of taking, the Base Rent and Operating Cost Rent shall be reduced proportionately and equitably based on the portion taken. If all or any portion of the Project or Premises are taken by eminent domain so that the Premises cannot be reasonably used for Tenant's Permitted Use, then Landlord shall have at the option of terminating either party this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is may be terminated as provided above, this Lease shall cease and expire effective as of the date of the taking. In the event that this Lease is not terminated taking and a portion of the Premises is taken, Tenant all rent reserved hereunder shall pay the Base Rental and Additional Rental up be paid to the date of such taking. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the takingProject, and this Lease shall thereupon cease and terminate with respect of if the grade of any street or alley adjacent to the portion of the Premises so taken. Thereafter the Base Rental Project is changed by any competent authority and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and damage or change of grade in Landlord's opinion substantially impairs the use or operation of the Building or the Project, or makes it necessary or desirable to remodel the Building or the Project. Landlord shall be under no obligation have the right to make any repairs or alterationsterminate this Lease upon not less than ninety (90) days' notice prior to the date of termination designated in the notice provided Landlord also terminates all other tenant leases in the Project for similarly affected premises. In the event of All compensation awarded for any taking of the Premises, Tenant hereby assigns fee and the leasehold shall belong to Landlord and be the value property of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award thereforLandlord; provided, howeverthat so long as the same does not diminish the amount of the award or consideration to Landlord for taking of real property interests, Tenant may pursue a separate award shall be entitled to recover from the condemning authority any separate award for (a) relocation and or moving expenses, trade fixtures and (b) compensation for personal property Tenant is entitled to remove from the Premises, or loss of Tenant’s business. The term "eminent domain" shall include the exercise of any similar governmental power and any purchase or other acquisition in lieu of condemnation.

Condemnation. (a) If all or substantially all there shall be a total taking of the PremisesBuilding in condemnation proceedings or by any right of eminent domain, or such portion this Lease and the term and estate hereby granted shall terminate as of the Premises date of taking of possession by the condemning authority and all Rent shall be prorated and paid as would render, of such termination date. If there shall be a taking of any material (in Landlord’s reasonable judgment, ) portion of the continuance of Tenant’s business from Land or the Building (whether or not the Premises impracticable, shall be permanently taken or condemned for any public purposeare affected by such taking), then Landlord or may terminate this Lease and the term and estate granted hereby by giving notice to Tenant within thirty (30) days after the date of taking of possession by the condemning authority. If there shall be a taking of the Premises of such scope (but in no event less than 20% thereof) that Tenant would not be able to operate its business in the untaken part of the Premises, then Tenant may terminate this Lease. If less than all or substantially all of Lease and the Premises shall be taken, then Landlord shall have the option of terminating this Lease term and estate granted hereby by written giving notice to Tenant Landlord within ten thirty (1030) days following after the date of such condemnation or takingtaking of possession by the condemning authority unless Landlord is able to provide additional space to offset the loss to be less than 20% thereof. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease is terminated as provided above, this Lease and the term and estate granted hereby shall cease and expire terminate as of the date of the taking. In the event that this Lease is not terminated such notice and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental all Rent shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy prorated and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent paid as of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredtermination date. In the event of any temporary a taking or condemnation for any public purpose of the Premises or any portion thereof, which does not result in the termination of this Lease (i) the term and estate hereby granted with respect to the taken part of the Premises shall continue in full force terminate as of the date of taking of possession by the condemning authority and effect except that Base Rental and Additional Rental all Rent shall be adjusted on an equitable basis appropriately abated for the period of from such taking, date to the Expiration Date and (ii) Landlord shall be under no obligation to make any repairs or alterations. In with reasonable diligence restore the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any remaining portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for Premises (a) relocation and moving expenses, and (b) compensation for loss exclusive of Tenant’s businessProperty) as nearly as practicable to its condition prior to such taking.

Condemnation. If all Either party may terminate this Lease if the whole or substantially all of the Premises, or such portion any material part of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use under Law, then by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord and Tenant shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would leave the remainder of the Building unsuitable for use as an office building in a manner comparable to the Building's use prior to the Taking or if such Taking would prevent any access to the Premises by Tenant. In order to exercise its right to terminate the Lease, Landlord or Tenant Tenant, as the case may terminate this Lease. If less than all or substantially all be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Premises Taking. Any such termination shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the date of the taking. In the event that this Lease is not terminated and a portion physical taking of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to or the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisBuilding or Property occurs. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent Rentable Square Footage of the net proceeds from such taking made available to Landlord for such repair. HoweverBuilding, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose Rentable Square Footage of the Premises or any portion thereofand Tenant's Pro Rata Share shall, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall if applicable, be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterationsappropriately adjusted. In the event of any taking of the Premisesaddition, Tenant hereby assigns to Landlord the value of all or Rent for any portion of the Premises taken or condemned shall be abated during the unexpired term Term of this Lease effective when the physical taking of the portion of the Premises occurs. If only a part of the Premises is subject to the Taking and this Lease is not terminated as provided in this Article, Landlord, with reasonable diligence and all leasehold improvements, and Tenant shall not assert a claim at its expense (to the extent covered by any condemnation award) will restore the remaining portion of the Premises as nearly as practicable to its condition immediately prior to such Taking. All compensation awarded for a condemnation award therefor; providedTaking, howeveror sale proceeds, shall be the property of Landlord, any right to receive compensation or proceeds being expressly waived by Tenant. However, Tenant may pursue file a separate award from the condemning authority claim at its sole cost and expense for (a) Tenant's Property and Tenant's reasonable relocation and moving expenses, provided the filing of the claim does not diminish the award which would otherwise be receivable by Landlord. Tenant hereby waives any and (b) compensation for loss all rights it might otherwise have pursuant to Section 1265.130 of Tenant’s businessthe California Code of Civil Procedure, or any similar or successor Laws.

Condemnation. If all Either party may terminate this Lease if the whole or substantially all of the Premises, or such portion any material part of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use under Law, then by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building, Property or Project which would leave the remainder of the Building or the Project unsuitable for use as an office building or an office project in a manner comparable to the use of the Building or the Project prior to the Taking. In order to exercise its right to terminate the Lease, Landlord or Tenant Tenant, as the case may terminate this Lease. If less than all or substantially all be, must provide written notice of termination to the other within forty-five (45) days after the terminating party first receives notice of the Premises Taking. Any such termination shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the date of the taking. In the event that this Lease is not terminated and a portion physical taking of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to or the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisBuilding, Property or Project occurs. If this Lease is not terminated, Landlord shall promptly repair the rentable square footage of the Building, the rentable square footage of the Premises’ building , the Building’s allocable percentage of the Project and Tenant’s Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of the Premises taken or condemned shall be abated during the unexpired Term of this Lease effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right to an architectural unitreceive compensation or proceeds being expressly waived by Tenant. However, fit Tenant may file a separate claim at its sole cost and expense for Tenant’s occupancy Property and business; providedTenant’s reasonable relocation expenses, howeverprovided the filing of the claim does not diminish the award which would otherwise be receivable by Landlord. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, that Landlord’s obligation or any similar or successor Laws. Should any part of the Premises be so taken or condemned during the Term hereof, and should this Lease not be terminated in accordance with the foregoing provisions, and the holder of any mortgage which includes the Premises as part of the mortgaged premises or any ground lessor of any ground lease which includes the Project as part of the demised premises allows the net condemnation proceeds to repair hereunder shall be limited applied to the extent restoration of the Building, Landlord agrees that after the determination of the net amount of condemnation proceeds from available to Landlord, Landlord shall use due diligence to put what may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premises prior to such taking made available to Landlord for as shall be practicable (excluding Tenant’s Property). If such repair. However, in the event such net condemnation proceeds are not sufficient allowed by such mortgagee or ground lessor to be applied to, or are otherwise insufficient for, the restoration of the Building (and/or the Project) and if Landlord does not otherwise elect to spend the additional funds necessary to fully restore the Premises Building (and/or the Project), then Landlord shall give notice (“Landlord’s Insufficient Condemnation Proceeds Notice”) to Tenant that Landlord does not elect to fund the amount of the insufficiency and Tenant shall thereafter have the right to terminate this Lease by providing Landlord with a condition reasonably suitable for the operation notice of termination within thirty (30) days after Tenant’s business, Tenant may terminate this Lease, at receipt of Landlord’s Insufficient Condemnation Proceeds Notice (the time Landlord notifies Tenant effective date of which termination shall not be less than sixty (60) days after the extent to which the Premises will be restoreddate of such notice of such termination). In the event of any temporary a taking or condemnation for any public purpose of the Premises or any portion thereofpart thereof for temporary use, (a) this Lease shall continue in full force be and effect remain unaffected thereby except that Base Rental and Additional Rental Rent shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expensesproportionately xxxxx, and (b) compensation Landlord shall be entitled to receive for loss itself such portion or portions of Tenant’s businessany award made for such use with respect to the period of the taking. For purpose of this paragraph, a temporary taking shall be defined as a taking for a period of three hundred sixty-five (365) days or less.

Condemnation. If all or substantially all at any time during the term of the Premises, or such this lease a substantial portion of the Premises (meaning thereby so much as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from shall render the Premises impracticablesubstantially unusable by Tenant, as reasonably determined by Tenant, or which reduces available parking to below the level required by applicable zoning) shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all by exercise of the Premises shall be taken, then Landlord shall have the option right of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or eminent domain or by agreement between Landlord and those authorized to exercise such rights (which such agreements Landlord may enter into in its sole discretion) (all such proceedings being collectively designated as a “taking in condemnation” or a “taking. If this Lease is terminated as provided above”), this Lease shall cease terminate and expire as on the date of the taking and the rent and other amounts payable by Tenant hereunder shall be apportioned and paid to the date of the taking. In Tenant shall have no right to interpose, prosecute or collect a claim against the event that Landlord in any proceedings for taking in condemnation for the loss of the value of this Lease is not terminated and a portion of or improvements made by the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that the Tenant may claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by the Tenant in Tenant’s obligation own right on account of any and all damage to repair hereunder shall Tenant’s business by reason of any taking in condemnation, any cost or loss to which Tenant might be limited to put in removing Tenant’s merchandise, furniture, fixtures and equipment, the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation remaining value of Tenant’s businessleasehold interest, Tenant may terminate this LeaseTenant’s relocation expenses, at Tenant’s business dislocation expenses, and any other award that would not reduce the time Landlord notifies Tenant award payable to Landlord. Except as expressly set forth in the immediately preceding sentence, any award for the value of the extent land, buildings and improvements and loss of rent shall belong to which the Premises will be restoredLandlord. In If the event of any temporary taking or condemnation for any public purpose title to less than a substantial portion of the Premises or any portion thereofshall be taken in condemnation so that the business conducted on the Premises (as reasonably determined by Tenant), can be continued without material diminution, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted effect. If the taking does not amount to a substantial portion but does materially adversely affect the Tenant’s ability to conduct Tenant’s business on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns the rent from and after the date of the vesting of title in the condemnor shall be equitably adjusted to Landlord reflect the diminished value of all or any portion the Premises to the Tenant as a direct result of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim condemnation. Any award for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesspartial taking shall be vested as set forth herein relating to total taking in condemnation.

Condemnation. (a) If all twenty-five percent (25%) or substantially all more of the Premises, or such portion of either the Premises as would render, in Landlord’s reasonable judgment, or the continuance of Tenant’s business from Building or the Premises impracticable, shall be parking areas for the Building is permanently taken or condemned for any public purposeor quasi-public purpose by any lawful governmental power or authority, then by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or sold to prevent such taking (each such event being referred to as a “Condemnation”), Landlord or Tenant may may, at its option, terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of title vests in the takingcondemning party. In the event that this Lease is not terminated and If a portion of the Premises is takentaken and if the Premises remaining after such Condemnation and any repairs by Landlord would be objectively and reasonably untenantable for the conduct of Tenant’s business operations, then Tenant shall pay have the right to terminate this Lease as of the date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to the other party given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease to the extent permitted above, Landlord shall promptly restore the Premises, to the extent of any Condemnation award received by Landlord, to substantially the same condition as existed prior to such Condemnation, allowing for the reasonable effects of such Condemnation, and a proportionate abatement shall be made to the Base Rental and Additional Rental up Rent corresponding to the date of the takingtime during which, and this Lease shall thereupon cease and terminate with respect to the portion of the floor area of the Premises so taken(adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration, as reasonably determined by Landlord. Thereafter Except as expressly provided in the immediately preceding sentence with respect to abatement of Base Rental Rent, Tenant shall have no claim against Landlord for, and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedhereby releases Landlord and Landlord’s Agents from responsibility for and waives its entire claim of recovery for any cost, Landlord shall promptly loss or expense suffered or incurred by Tenant as a result of any Condemnation, whether permanent or temporary, or the repair or restoration of the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; providedthe Building or the Project or the Parking Areas following such Condemnation, howeverincluding any cost, that Landlord’s obligation to repair hereunder shall be limited to the extent loss or expense resulting from any loss of use of the net proceeds from whole or any part of the Premises, the Building, the Project or the Parking Areas and/or any inconvenience or annoyance occasioned by such taking made available Condemnation, repair or restoration. The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to Landlord for such repair. However, petition the Superior Court to terminate the Lease in the event such proceeds are not sufficient to restore the Premises to of a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any partial taking of the Premises, Tenant hereby assigns to Landlord the value of all Building or any portion of the unexpired term of Project or the Lease and all leasehold improvementsparking areas for the Building or the Project, and Tenant shall not assert a claim for a condemnation award therefor; providedany other applicable law now or hereafter enacted, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of are hereby waived by Tenant’s business.

Condemnation. If all or substantially all of In the Premises, or such event that any portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takentaken or condemned for public use, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated as hereinbelow provided, the Minimum Guaranteed Rent, real estate taxes, insurance costs and a common area expenses provided for under this Lease shall be reduced in proportion to that portion of the Premises which is takentaken or condemned. However, Tenant shall pay in the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the event that all or a sufficient portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted taken or condemned so as to render the Premises unsuitable for the Tenant’s business, either Tenant or Landlord may cancel and terminate this Lease by serving upon the other party a written notice of its intention to do so within sixty (60) days after the condemnation judgment shall be entered. Moreover, in the event that twenty-five percent (25%) or more of the Shopping Center (other than the Premises) or of the parking areas or other common areas shall be so taken (and adequate substitute parking area cannot be provided), Landlord or Tenant shall have the right to terminate this Lease by serving upon the other a written notice of its intention to do so within sixty (60) days after the condemnation judgment shall be entered. Tenant shall have no right or claim to any portion of Landlord’s condemnation award, and shall have no right or claim against Landlord based on an equitable basisthe condemnation of the store unit or the improvements thereto or of Tenant’s leasehold interest therein. Tenant hereby irrevocably and unconditionally assigns to Landlord any interest it may have in any condemnation award made to Landlord. Notwithstanding the foregoing, Tenant shall have the right to collect and pursue any separate award as may be available under local procedure for moving expenses, Tenant’s property, or Tenant’s build-out expenses if such condemnation occurs during the first five (5) years after Rent Commencement, so long as such award does not reduce the award otherwise belonging to Landlord as aforesaid. If this Lease is not terminated, Landlord shall promptly repair any damage to the Premises’ building to an architectural unitPremises caused by the taking, fit for Tenant’s occupancy and business; provided, however, except that Landlord’s obligation Landlord shall not be obligated to repair hereunder shall be limited damage if the condemnation award is not sufficient to the extent of the net proceeds from such taking made available to Landlord pay for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all (a) Immediately upon obtaining knowledge of the institution of any proceeding for Condemnation, Tenant shall notify Landlord and Lender thereof and Landlord and Lender shall be entitled to participate in any Condemnation proceeding at Tenant's expense. Landlord immediately upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Tenant thereof and Tenant shall have the right to participate in such proceedings at its own expense. Subject to the provisions of this Section 12 and Section 15, Tenant hereby irrevocably assigns to Lender or to Landlord, in that order, any award or payment in respect of any Condemnation, except that Tenant does not assign to Lender or to Landlord any award or payment on account of Tenant's Trade Fixtures or other tangible personal property, its leasehold interests (unless the lack of such assignment of Tenant's leasehold interest would reduce the award to Landlord had the leasehold interests been assigned to Landlord), moving expenses, relocation and similar claims, if available, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor; it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of the Leased Premises. (b) If (i) the entire Leased Premises or (ii) at least fifteen percent (15%) of the Leased Premises, or such portion the loss of the Premises as would renderwhich even after restoration would, in Landlord’s Tenant's reasonable business judgment, be substantially and materially adverse to the continuance business operations of Tenant’s business from the Premises impracticable, shall be permanently taken the subject of a Taking by a duly constituted authority or condemned for any public purposeagency having jurisdiction, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating right, exercisable within thirty (30) days after the Taking has occurred, to serve notice upon Landlord and Lender ("Tenant's Termination Notice") to terminate this Lease by written notice to Tenant within ten on any Basic Rent Payment Date specified in such notice, which date (10the "Termination Date") shall be no sooner than the first Basic Rent Payment Date occurring at least thirty (30) days following after the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease Tenant's Termination Notice and expire as of not later than the third Basic Rent Payment Date occurring after the date of the takingTenant's Termination Notice. In the event that during the initial term Tenant shall serve such notice upon Landlord and Lender of its intention to terminate this Lease on the Termination Date, Tenant shall, as part of such notice, offer (which offer may be rejected by Landlord and Lender as set forth below) to purchase the Leased Premises and the award, or if no part of the Leased Premises shall remain, the entire award for the applicable price computed as of the Closing Date in accordance with the schedule annexed hereto and marked Exhibit "C" (the "Purchase Price") plus all other amounts which may be due and owing to Lender or Landlord by reason of any default by Tenant in complying with its obligations under this Lease (the "Additions to Purchase Price"). In the event that the Tenant's Termination Notice is not terminated accompanied by the offer to purchase, such Tenant's Termination Notice shall be deemed null and a portion void. Landlord shall give notice accepting or rejecting such offer to Tenant within thirty (30) days after the giving of the Premises is takenTenant's Termination Notice. If Landlord shall not elect to accept Tenant's said offer to purchase, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease be terminated as above provided and terminate with respect to the portion of entire award made in the Premises so taken. Thereafter the Base Rental and Additional Rental Condemnation proceeding shall be adjusted on an equitable basis. If this Lease paid to Lender, or if there is not terminatedno Lender, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and businessLandlord; provided, however, that Landlord’s obligation 's notice to repair hereunder reject Tenant's said offer to purchase shall be limited void and of no effect unless accompanied by the written notice of Lender to the effect that Lender also elects not to accept Tenant's said offer to purchase. Should said notices of Landlord and/or Lender accepting or rejecting Tenant's said offer to purchase not be served within said period of thirty (30) days, then and in that event, the said offer shall be deemed accepted. In the event that Landlord and Lender shall accept or be deemed to have accepted Tenant's offer to purchase, title shall close and the Purchase Price and Additions to Purchase Price shall be paid as hereinafter provided and in such event Tenant shall be entitled to and shall receive any and all awards then or thereafter made in the Condemnation proceeding and Landlord shall assign or in case of any award previously made, deliver to Tenant on the Closing Date such award as may be made. In the event Landlord and Lender shall accept Tenant's offer to purchase, or be deemed to have accepted Tenant's offer, any purchase pursuant to this Section 12(b) shall be in accordance with the Purchase Procedure. In the event that during any renewal term Tenant shall serve Tenant's Termination Notice upon Landlord and Lender, this Lease and the Term hereof shall terminate on the Termination Date. In such event the entire award made in Condemnation proceeding shall be retained by Lender or Landlord, in that order. (c) In the event of any Condemnation of part of the Leased Premises which does not result in a termination of this Lease, the Net Award of such Condemnation shall be paid and disbursed in accordance with the requirements of Section 15 and, promptly after such Condemnation, Tenant shall commence and diligently continue to perform the Restoration. Upon the payment to Landlord or Lender of the Net Award of a Taking which falls within the provisions of this subparagraph (c), Landlord and Lender shall, to the extent received, make that portion of the Net Award equal to the cost of Restoration (the "Restoration Award") available to Tenant for Restoration, in accordance with the provisions of Section 15, and the balance remaining (the "net surplus award") shall be the property of Lender or Landlord in that order. Following the making of the condemnation award and on completion of the repairs or alterations made by Tenant as herein provided, the monthly installment of Basic Rent for each month during the remaining term hereof, commencing with the lease payment for the month after the month in which such construction is completed, shall be reduced by an amount equal to one-twelfth (1/12th) of 8.85% of the net proceeds from such taking made available surplus award paid to Landlord for such repair. HoweverLender or Landlord, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredthat order. In the event of a Requisition of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofLeased Premises, this Lease Landlord shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for apply the period Net Award of such takingRequisition, to the extent available, to the installments of Basic Rent, Additional Rent, Non-Rent Monetary Obligations or other sums payable by Tenant hereunder thereafter payable and Landlord Tenant shall be under no obligation to make any repairs or alterationspay the balance remaining thereafter. In Upon the event of any taking expiration of the PremisesTerm, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term such Net Award that shall not previously have been credited to Tenant on account of the Lease and all leasehold improvementsBasic Rent, Additional Rent, and Non-Rent Monetary Obligations shall be retained by Landlord or Lender. (d) Except with respect to an award or payment to which Tenant is entitled pursuant to the foregoing provisions of this Section 12, no agreement with any condemnor in settlement of or under threat of any Condemnation shall be made by either Landlord or Tenant without the written consent of the other, and of Lender, if the Leased Premises are then subject to a Mortgage, which consent shall not assert a claim for a condemnation be unreasonably withheld or delayed provided such award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessor payment is applied in accordance with this Lease. 13.

Condemnation. If all or substantially all 14.01 In the event that the whole of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, demised premises shall be permanently lawfully condemned or taken or condemned in any manner for any public purposeor quasi-public use, then Landlord or Tenant may this Lease and the term and estate hereby granted shall forthwith cease and terminate this Lease. If less than all or substantially all as of the Premises date of vesting of title. In the event that only a part of the demised premises shall be so condemned or taken, then, effective as of the date of vesting of title, the fixed annual rent under Article 1 hereunder and additional rents under Article 3 hereunder shall be abated in an amount thereof apportioned according to the area of the demised premises so condemned or taken. In the event that only a part of the Building shall be so condemned or taken, then (a) Landlord shall have (whether or not the option of terminating demised premises be affected) may, at Landlord’s option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by written notice to notifying Tenant in writing of such termination within ten sixty (1060) days following the date on which Landlord shall have received notice of vesting of title, or (b) if such condemnation or taking. If taking shall be of a substantial part of the demised premises or of a substantial part of the means of access thereto, Tenant may, at Tenant’s option, by delivery of notice in writing to Landlord within thirty (30) days following the date on which Tenant shall have received notice of vesting of title, terminate this Lease is terminated as provided above, this Lease shall cease and expire the term and estate hereby granted as of the date of vesting of title, or (c) if neither Landlord nor Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the takingfixed annual rent payable under Article 1 and additional rents payable under Article 3 shall be abated to the extent hereinbefore provided in this Article 14. In the event that this Lease is not terminated and only a portion part of the Premises is taken, Tenant demised premises shall pay the Base Rental and Additional Rental up to the date of the taking, be so condemned or taken and this Lease shall thereupon cease and terminate the term and estate hereby granted with respect to the remaining portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is demised premises are not terminatedterminated as hereinbefore provided, Landlord shall promptly repair the Premises’ building to an architectural unitwill, fit for Tenant’s occupancy with reasonable diligence and business; providedat its expense, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any remaining portion of the unexpired term of demised premises as nearly as practicable to the Lease and all leasehold improvements, and Tenant shall not assert a claim for a same condition as it was in prior to such condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessor taking.

Condemnation. If all or substantially all any material part of the Premises, Subleased Premises is taken in connection with any eminent domain or such portion condemnation which in the Sublessee’s reasonable opinion materially adversely impairs the operation of the Premises as would render, in Landlord’s reasonable judgment, the continuance of TenantSublessee’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeSubleased Premises, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord Sublessee shall have the option of terminating right to terminate this Lease Sublease provided that the Sublessee makes such election by written notice to Tenant the Sublessee within ten thirty (1030) days following after the date Sublessee’s receipt of a Condemnation Notice. The Sublessee shall have no right to or interest in any awards in connection with said condemnation except the Sublessee may make a separate claim against the condemnor on account of the Sublessee’s trade fixtures, equipment or other tangible property, moving expenses or loss of business, if available, so long as such condemnation or takingdoes not reduce the award(s) payable to the Master Landlord and/or the Sublessor. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease Sublease is not terminated, Landlord there shall promptly repair be no reduction or abatement in rent or any Monetary Obligations under this Sublease. Further, in the Premises’ building to an architectural unitevent the Sublease is not terminated, fit for Tenant’s occupancy and business; provided, however, that Landlordit shall be the Sublessee’s obligation to repair hereunder and restore the Subleased Premises as provided in the Master Lease and shall be limited permitted to have use of the portions of the award made available under the Master Lease for such repair and restoration. The Sublessee shall comply with the provisions in the Master Lease with respect to repair and restoration, including without limitation Section 19 of the Master Lease if the Sublease is not terminated. If the Sublease is terminated then all rights to awards (except for the amounts relating to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable Sublessee’s separate claim as provided above for the operation Sublessee’s trade fixtures, equipment or other tangible property, moving expenses or loss of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental ) shall be adjusted on an equitable basis for assigned to the period of such taking, Sublessor and/or the Master Landlord as required by the Master Lease and Landlord the Sublessee shall be under have no obligation to make any repairs adjust losses or alterations. In restore the event of any taking of the Subleased Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all any part of the Premises, Mortgaged Premises or such portion Collateral or both hereunder is taken or damaged by the exercise of the Premises as would render, in Landlord’s reasonable judgmentpower of eminent domain, the continuance Mortgagor may contest the same in good faith so long as no Event of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, Default has occurred and then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and businesscontinuing; provided, however, that Landlord’s obligation the award for any property so taken is hereby assigned to repair hereunder shall be limited to the extent of the net proceeds from Mortgagee, and Mortgagee, upon such taking made available to Landlord for such repair. Howeveraward becoming final, is hereby authorized, in the event name of the Mortgagor, to execute and deliver acquittances for, and release of, any such proceeds are award and to collect the proceeds. If any part of the Mortgaged Premises or Collateral shall be so taken or damaged, and if (i) Mortgagee reasonably determines that its security will not sufficient be lessened or impaired, (ii) no Event of Default has occurred and then is continuing, and (iii) Mortgagee reasonably determines that the award shall be adequate to restore pay all estimated costs of restoration, replacement and repair, or the Mortgagor has deposited with Mortgagee sums sufficient, in Mortgagee's reasonable opinion, when added to such award, to pay all such estimated costs, then such award shall be used to restore, replace and repair the taken or damaged Mortgaged Premises and Collateral; otherwise such award shall be applied to a condition the payment of the Secured Obligations (such application to be in such order as Mortgagee may elect), principal or interest, whether matured or unmatured, and the remainder, if any, shall be paid to the Mortgagor or such other party or parties as may be legally entitled thereto. If such award is to be applied to restoration, replacement and repair, the Mortgagor covenants and agree to promptly commence the restoration, replacement and repair of the taken or damaged Mortgaged Premises and Collateral and to diligently prosecute such restoration, replacement and repair to completion, paying all costs thereof that the award and other sums deposited by the Mortgagor with Mortgagee may be insufficient to pay. If at any time or times Mortgagee reasonably suitable determines that the award and such sums deposited by the Mortgagor may be insufficient to pay in full all estimated costs of restoration, replacement and repair, the Mortgagor shall on demand deposit with Mortgagee such additional sums as Mortgagee reasonably deems necessary to pay all such estimated costs. The Mortgagor will submit plans and design and construction and other contracts for such restoration, replacement and repair to Mortgagee for Mortgagee's prior written approval, which approval will not be unreasonably withheld, conditioned or delayed. The award and any sums deposited by the operation Mortgagor with Mortgagee as aforesaid shall be held by Mortgagee and disbursed in payment of Tenant’s businessthe costs of such restoration, Tenant may terminate this Leasereplacement and repair in accordance with such procedures and subject to such conditions as Mortgagee reasonably shall require. Any portion of the award in excess of the costs of restoration, replacement and repair shall, at the time Landlord notifies Tenant option of Mortgagee, be applied to the reduction of the extent Secured Obligations or paid to which the Premises will be restoredperson legally entitled thereto. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof[ADD LANGUAGE REGARDING CASUALTY IN LAST 180 DAYS, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessPROCEEDS MAY BE APPLIED IN MORTGAGEE’S DISCRETION TO SECURED OBLIGATIONS.]

Condemnation. If all or substantially all of the Premises, or such portion of the entire Premises as would render, in Landlord’s reasonable judgmentare condemned, the continuance term of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of terminate on the date of the taking. In the event that this Lease is not terminated and a portion when possession of the Premises is taken, Tenant shall pay taken by the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion condemning authority. If any part of the Premises is condemned so taken. Thereafter that Tenant cannot use the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent remainder of the net proceeds from such taking made available Premises for substantially the same purpose as immediately prior to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s businesscondemnation, Tenant may terminate this LeaseLease on the date when possession is taken by the condemning authority, at the time by giving Landlord notifies notice of intent to terminate within sixty (60) days after Landlord gives Tenant notice of the extent to which the Premises will be restoredcondemnation. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofother condemnation, this Lease shall continue in full force and not terminate. Any termination under this paragraph shall have the same effect except that Base Rental and Additional Rental shall be adjusted as termination of the term of this Lease, as if the date on an equitable basis which possession of the Premises is taken by the condemning authority were stated as the time for termination of the period of such takingLease term, and Landlord and Tenant shall account for Basic Rent, Additional Rent and other amounts payable by Tenant as of that date. If any part of the Premises is condemned and this Lease is not terminated as specifically provided in this paragraph, the Basic Rent shall be under abated in the same proportion, as usable space in the Building has been rendered unusable by reason of such condemnation. The abatement of Basic Rent shall be effective from the date when the condemning authority takes possession of the part of the Premises condemned through the remainder of the term of this Lease. No termination of this Lease and no obligation abatement in Basic Rent shall affect Landlord’s right to make compensation for any repairs condemnation. Landlord shall be entitled to the full award or alterations. In proceeds payable with respect to the event Premises by reason of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvementscondemnation, and Tenant shall not assert a have no claim for a to any award or proceeds payable to the other. For purposes of this paragraph, words and phrases referring to condemning or condemnation award therefor; providedshall refer to statutory condemnation, howeverexercise of the private or public power of eminent domain, Tenant may pursue a separate award from proceedings in the condemning authority for (a) relocation and moving expensesnature of condemnation, and (b) compensation any sale or transfer made in lieu of or under threat of condemnation or exercise of the private or public power of eminent domain and shall include any such condemnation for loss permanent or for temporary use of Tenant’s businessor interference with any part or all of the Premises.

Condemnation. If In the event of a condemnation or eminent domain taking of all or substantially all part of the Premisessite upon which the Plant is to be located (a "Taking"), or Supplier shall, as soon as practicable, determine whether it is commercially reasonable and technically feasible in the circumstances for Supplier to redesign, repair and/or restore the Northwind Facilities such portion that the Supplier can meet its obligations to provide Services to the Customer hereunder. In the event Supplier determines that it is commercially reasonable and technically feasible, Supplier will so inform Customer, this Agreement shall remain in force and, to the extent set forth in Section 8.2 of the Premises as would renderNorthwind Lease, Supplier shall be entitled to the award or awards from such Taking and the Contract Capacity Charges payable hereunder thereafter shall be adjusted downward in an amount corresponding to any such award paid to the Supplier. In the event that Supplier determines that it is not commercially reasonable or technically feasible in the circumstances to redesign, repair or restore the Northwind Facilities, then Supplier shall so notify Customer and such notice shall also constitute termination of this Agreement, effective on the date when such Taking shall effectively prevent Supplier from complying with its obligations to provide Services hereunder, and, to the extent set forth in Section 8.1 of the Northwind Lease, Supplier shall be entitled to the award or awards from such Taking. Notwithstanding the foregoing, in Landlord’s reasonable judgmentthe event Supplier and Customer disagree as to whether it is commercially reasonably and technically feasible in the circumstances for Supplier to redesign, repair or restore the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeNorthwind Facilities, then Landlord or Tenant may terminate this LeaseSupplier and Customer shall promptly meet and use their best efforts to resolve such dispute. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice Parties are unable to Tenant resolve such dispute within ten (10) days following days, then the date of Parties shall refer such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up dispute to the date of "Independent Engineer"(as defined in the takingDevelopment Agreement). The Independent Engineer's conclusion as to whether it is commrcially reasonable and technically feasible in the circumstances for Supplier to redesign, and this Lease shall thereupon cease and terminate with respect to repair or restore the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental Northwind Facilities shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair accepted by and binding upon the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessParties.

Condemnation. If all or substantially all of the Premises, or such portion Either party may terminate this Lease if any material part of the Premises as would render, in Landlord’s reasonable judgment, or a material part of the continuance of Parking Facility or roadways serving the Premises which may be required for Tenant’s business from access to the Premises impracticable, shall be permanently is taken or condemned for any public purposeor quasi-public use under Law, then by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. Tenant may also terminate this Lease. If less than all or substantially all Lease if there is a Taking of a material part of the Building such that Tenant is prevented from accessing the Premises or otherwise utilizing the Premises for the purposes described herein. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the effective date of any order granting possession to, or vesting legal title in, the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basiscondemning authority. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Base Rent and Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder Pro Rata Share shall be limited appropriately adjusted to account for any reduction in the extent square footage of the net proceeds from such taking made available Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to Landlord for such repair. However, in the event such receive compensation or proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of expressly waived by Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue file a separate award from the condemning authority claim for (a) Tenant’s Property and Tenant’s reasonable relocation and moving expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking and this Lease is not terminated, or if there is a Taking of a material part of the Building or the Common Areas such that Tenant is prevented from accessing the Building, Premises or Parking Facility, or otherwise utilizing the Premises for the purposes described herein and the Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises (b) compensation or the portion of the Building necessary for loss of Tenant’s businessaccess, as the case may be) as nearly as practicable to the condition immediately prior to the Taking.

Condemnation. If all or substantially all any part of the Premises, or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Original Premises shall be taken, then Landlord shall have the option taken under power of terminating this Lease by written notice eminent domain or sold under imminent threat to Tenant within ten (10) days following the date of any public authority or private entity having such condemnation or taking. If this Lease is terminated as provided abovepower, this Lease shall cease and expire terminate as to the part of the Original Premises so taken or sold, effective as of the date of the takingpossession is required to be delivered to such authority. In such event, Building I Base Rent shall axxxx in the event ratio that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of Tenant’s Building I Square Footage taken or sold bears to Tenant’s Building I Square Footage. If a partial taking or sale of the Original Premises, Building I or the Project (i) substantially reduces Tenant’s Square Footage resulting in a substantial inability of Tenant to use the Original Premises so takenfor the Permitted Purpose, or (ii) renders Building I or the Project not commercially viable to Landlord in Landlord’s sole opinion, either Tenant in the case of (i), or Landlord in the case of (ii), may terminate this Lease by notice to the other party within 30 days after the terminating party receives written notice of the portion to be taken or sold. Thereafter the Base Rental and Additional Rental Such termination shall be adjusted on an equitable basiseffective 180 days after notice thereof, or when the portion is taken or sold, whichever is sooner. If this Lease is not terminatedAll condemnation awards and similar payments shall be paid and belong to Landlord, Landlord shall promptly repair the Premises’ building except any amounts awarded or paid specifically to an architectural unit, fit Tenant for removal and reinstallation of Tenant’s occupancy and business; providedtrade fixtures, personal property or Tenant’s moving costs. To the extent permitted by law, Tenant shall, however, that Landlord’s obligation be entitled to repair hereunder seek business damages from any condemning authority. If all or any part of the Expansion Premises shall be limited taken under power of eminent domain or sold under imminent threat to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises authority or any portion thereofprivate entity having such power, this Lease shall continue terminate as to the part of the Expansion Premises so taken or sold, effective as of the date possession is required to be delivered to such authority. In such event, Building II Base Rent shall axxxx in full force and effect except the ratio that Base Rental and Additional Rental the portion of Tenant’s Building II Square Footage taken or sold bears to Tenant’s Building II Square Footage. If a partial taking or sale of the Expansion Premises, Building II or the Project (i) substantially reduces Tenant’s Building II Square Footage resulting in a substantial inability of Tenant to use the Expansion Premises for the Permitted Purpose, or (ii) renders Building II or the Project not commercially viable to Landlord in Landlord’s sole opinion, either Tenant in the case of (i), or Landlord in the case of (ii), may terminate this Lease by notice to the other party within 30 days after the terminating party receives written notice of the portion to be taken or sold. Such termination shall be adjusted on an equitable basis for effective 180 days after notice thereof, or when the period of such takingportion is taken or sold, whichever is sooner. All condemnation awards and Landlord similar payments shall be under no obligation paid and belong to make Landlord, except any repairs amounts awarded or alterationspaid specifically to Tenant for removal and reinstallation of Tenant’s trade fixtures, personal property or Tenant’s moving costs. In To the event of any taking of the Premisesextent permitted by law, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; providedshall, however, Tenant may pursue a separate award be entitled to seek business damages from the any condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessauthority.

Condemnation. If all Section 11.01. If, during the Term, twenty-five (25%) percent or substantially all more of the Premises, or such portion area of the Demised Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, or Common Area parking facilities shall be permanently taken under any power of eminent domain or condemned for any public purposecondemnation or should access to the Demised Premises be materially obstructed, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be takenthen, then Landlord shall have at the option of terminating either Landlord or Tenant, to be exercised in writing within thirty (30) days of the taking of title thereto, this Lease by written notice to Tenant shall expire within ten thirty (1030) days following of the date of such condemnation notice and the Basic Rent and Additional Rent herein reserved shall be apportioned as of said date. However, if Landlord or taking. If this Lease is terminated as provided aboveTenant does not exercise the aforementioned option, or if the taking does not deprive Tenant of at least twenty-five (25%) percent of the area of the Demised Premises or parking facilities or materially obstruct access, this Lease shall cease not expire but the Basic Rent and expire Additional Rent shall be equitably apportioned. If Landlord and Tenant fail to agree upon an equitable apportionment, the Basic Rent and Additional Rent for the Building, after such taking, shall be determined in accordance with the Commercial Rules of the American Arbitration Association of Somerset, New Jersey, and the arbitrator shall be empowered to assess the costs and expenses of the proceedings as part of the determination. Pending such determination, Tenant shall pay, on account of the Basic Rent, such proportion of the rent reserved in this Lease as the total area of the Building after the taking bears to the total area of the Building before the taking, subject to adjustment in accordance with the arbitrator’s award. If Landlord can, after such taking, construct an addition to the remaining Building so as to restore all of the Building area and Building facilities theretofore taken, Landlord shall, subject to the adequacy of the condemnation award and to the mortgagee making the same available to Landlord, promptly construct such addition and restore such facilities so taken and upon the completion of such restoration, the full Basic Rent reserved by this Lease shall be reinstated, as of the date of such restoration, and, if Tenant is able to occupy and use the taking. In Building, the event that this Lease is not terminated proportionate Basic Rent shall be paid by Tenant as herein provided, during the period between the taking and a portion the restoration of the Premises Building and facilities. No part of any award shall belong to Tenant except that nothing contained herein is intended to affect or limit Tenant’s claim for fixtures or other improvements owned by Tenant, loss of goodwill or moving expenses provided the same does not diminish Landlord’s award. Notwithstanding anything contained herein to the contrary, if only vacant land and immaterial areas of improvement are taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental there shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent no adjustment of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Basic Rent and/or Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessRent.

Condemnation. (a) If all the Building, Land or substantially all of the Premises, Premises are taken for more than 180 days by condemnation or such portion of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned under threat thereof for any public or quasi-public purpose, then this Lease shall terminate as of the date Tenant is required to vacate the Premises by reason of the taking and the Rent shall be equitably prorated to such date. If any part of the Building or Land is so taken, this Lease shall be unaffected by such taking, except that (1) Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) 90 days following after the date of such condemnation or taking. If this Lease is terminated taking if (A) the cost of restoration will exceed the award received as provided above, this Lease shall cease and expire as of the date a result of the taking. In the event that this Lease , (B) repair is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to possible in accordance with Landlord's reasonable estimate within 180 days following the date of the taking, or (C) in Landlord's reasonable judgment, it will be unable to economically operate the Building in light of Landlord's agreements ad obligations regarding the Building, and (2) Tenant may terminate this Lease shall thereupon cease and terminate with respect by notice to Landlord within 90 days after the portion date of taking if 20 percent or more of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted taken and the remaining area of the Premises shall not be reasonably sufficient for Tenant to continue operation of its business. This Lease shall terminate on an equitable basisthe 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord and the Rent shall be equitably prorated to such date. If this Lease is not terminatedcontinues in force upon a temporary taking (180 days or less) or a partial taking, Landlord shall promptly repair the Premises’ building to an architectural unitBase Rent, fit for Tenant’s occupancy 's Proportionate Share and business; provided, however, that Landlord’s obligation to repair hereunder other relevant items shall be limited equitably adjusted according to the extent rentable area of the net proceeds from such taking made available to Landlord for such repairPremises and Building remaining. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. (b) In the event of any temporary taking or condemnation for any public purpose taking, all of the Premises or proceeds of any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental award payable by the condemning authority shall be adjusted on an equitable basis for and remain the period sole and exclusive property of such takingLandlord, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns all of its right, title and interest in and to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; providedto Landlord. Tenant, however, Tenant may pursue a separate award shall have the right, to the extent that the same shall not reduce, delay or prejudice Landlord's award, to claim from the condemning authority authority, but not from Landlord, such compensation as may be recoverable by Tenant in its own right for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.

Condemnation. If all or substantially all of the Premises, or such portion of the Leased Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use under any statute, then Landlord or Tenant may terminate this Lease. If less than all by right of eminent domain, or substantially all if any part of the Leased Premises shall be takenso taken and the part not so taken shall be insufficient in the reasonable judgment of Tenant for the operation of the Leased Premises as a golf course (a "Total Taking"), then Landlord then, in either of such events, when possession of the Leased Premises shall have been taken by the option condemning authority, the Term, and all rights of terminating Tenant under this Lease by written notice Lease, shall the immediately terminate, and the Base Rent, Percentage Rent and any Additional Rent shall be apportioned and paid to Tenant within ten (10) days following the date of such condemnation or takingtermination. If this Lease is terminated as provided above, this Lease shall cease and expire as a part of the date Leased Premises shall be so taken, and the remainder of the taking. In the event that this Lease is not terminated and a portion of the Leased Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, sufficient in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable reasonable judgment of Tenant for the operation of Tenant’s businessthe Leased Premises as a golf course (a "Partial Taking"), Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease shall continue in full force and effect except that Base Rental effect, and Additional Rental Tenant shall, at its sole cost and expense, but to the extent of the net amount of any condemnation award for the Leased Premises so taken (the "Condemnation Award") available for such purpose, restore, repair, replace or rebuild the same as nearly as possible to the condition existing prior to the Partial Taking. Such restoration, repairs, replacements or rebuilding (collectively, "Condemnation Restoration") shall be adjusted on an equitable basis commenced promptly and prosecuted to completion with reasonable diligence. The Condemnation Award shall be made available for the period payment of such taking, and Landlord the cost of the Condemnation Restoration in the same manner as provided in Article V. Any excess of the Condemnation Award after payment of the Condemnation Restoration shall be under no obligation paid to make any repairs or alterationsLandlord. In the event of any taking of the Premisesas above described, Tenant hereby assigns Landlord shall be entitled to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvementsawards, damages, and Tenant shall not assert a claim compensation for a condemnation award therefor; provided, however, Tenant such taking except as such awards may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation be separately designated for loss of income due to interruption of Tenant’s 's business, loss to improvements or any award specifically designated to compensate Tenant for any of its loss.

Condemnation. (a) If all twenty-five percent (25%) or substantially all more of either the Premises, the Building or the Project or the Parking Areas is taken for any public or quasi-public purpose by any lawful governmental power or authority, by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or sold to prevent such portion taking (each such event being referred to as a “Condemnation”), Landlord may, at its option, terminate this Lease as of the date title vests in the condemning party. If twenty-five percent (25%) or more of the Premises as is taken and if the Premises remaining after such Condemnation and any repairs by Landlord would render, in Landlord’s reasonable judgment, be untenantable for the continuance conduct of Tenant’s business from the Premises impracticableoperations, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating right to terminate this Lease as of the date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to Tenant the other party given within ten thirty (1030) days following after the date nature and extent of such condemnation or takingCondemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease is terminated as provided to the extent permitted above, this Lease Landlord shall cease and expire promptly proceed to restore the Premises, to the extent of any Condemnation award received by Landlord, to substantially the same condition as existed prior to such Condemnation, allowing for the reasonable effects of the date of the taking. In the event that this Lease is not terminated such Condemnation, and a portion of the Premises is taken, Tenant proportionate abatement shall pay be made to the Base Rental and Additional Rental up Rent corresponding to the date of the takingtime during which, and this Lease shall thereupon cease and terminate with respect to the portion of the floor area of the Premises so taken(adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration, as reasonably determined by Landlord. Thereafter Except as expressly provided in the immediately preceding sentence with respect to abatement of Base Rental Rent, Tenant shall have no claim against Landlord for, and Additional Rental shall be adjusted on an equitable basishereby releases Landlord and Landlord’s Agents from responsibility for and waives its entire claim of recovery for any cost, loss or expense suffered or incurred by Tenant as a result of any Condemnation or the repair or restoration of the Premises, the Building or the Project or the Parking Areas following such Condemnation, including, without limitation, any cost, loss or expense resulting from any loss of use of the whole or any part of the Premises, the Building, the Project or the Parking Areas and/or any inconvenience or annoyance occasioned by such Condemnation, repair or restoration. If The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to petition the Superior Court to terminate this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to of a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any partial taking of the Premises, Tenant hereby assigns to Landlord the value of all Building or any portion of the unexpired term of Project or the Lease and all leasehold improvementsParking Areas, and Tenant shall not assert a claim for a condemnation award therefor; providedany other applicable law now or hereafter enacted, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of are hereby waived by Tenant’s business.

Condemnation. If all or substantially all of the PremisesComplex is Taken, or such if so much of the Complex is Taken that, in Landlord's reasonable opinion, the remainder cannot be restored to an economically viable, quality office building, or if the awards payable to Landlord as a result of any Taking are, in Landlord's reasonable opinion, inadequate to restore the remainder to an economically viable, quality office building, Landlord may, at its election, exercisable by the giving of written notice to Tenant within sixty (60) days after the date of the Taking, terminate this Lease as of the date of the Taking or the date Tenant is deprived of possession of the Premises (whichever is later). Except in the case of a temporary Taking, if any portion of the Premises as would render, in Landlord’s reasonable judgment, or roof of the continuance of Tenant’s business from the Premises impracticable, Building shall be permanently taken or condemned for the subject of a Taking so as to render any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all portion of the Premises shall be takenunusable for Tenant's business, then this Lease shall, at Tenants option, terminate. If this Lease is not terminated as result of a Taking, Landlord shall restore the Premises remaining after the Taking to the condition the Premises were in upon completion of the Landlord's Work, wear and tear and damages and alterations by the Tenant excepted, such restoration to be completed by Landlord within two hundred seventy (270) days from the date of the Taking; provided, however, in the event the Premises have not been restored to a Building Standard condition within two-hundred seventy (270) days, Tenant may, at its election, exercisable by the option giving of terminating this Lease by written notice to Tenant Landlord within ten (10) days following after the date expiration of such condemnation or takingtwo hundred seventy (270) day period, terminate this Lease. If this Lease is terminated as provided aboveDuring the period of restoration, this Lease Base Rent shall cease be abated to the extent the Premises are rendered untenantable and, after the period of restoration, Base Rent and expire as of Tenant's Share shall be reduced in the date of proportion that the taking. In the event that this Lease is not terminated and a portion area of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up Taken or otherwise rendered untenantable bears to the date area of the takingPremises just prior to the Taking. All awards, and this Lease shall thereupon cease and terminate proceeds, compensation or other payments from or with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the PremisesComplex or any portion thereof shall belong to Landlord, Tenant hereby assigns assigning to Landlord the value all of all or any portion of the unexpired term of the Lease its right, title, interest and all leasehold improvements, and claim to same. Tenant shall not may assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award and recover from the condemning authority for (a) authority, but not from Landlord, such compensation as may be awarded on account of Tenant's moving and relocation and moving expenses, and (b) compensation for depreciation to and loss of Tenant’s business's moveable personal property.

Condemnation. If all or substantially all more than thirty-five percent (35%) of the PremisesLand and/or Building shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, or Landlord shall have the right to terminate this Lease so long as Landlord terminates the tenancies of all other similarly affected tenants in the Building. If such portion of taking renders the Premises as would render, in Landlord’s reasonable judgment, unsuitable for the continuance conduct of Tenant’s 's business from then Tenant shall have the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may right to terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all income, rent, award or any interest thereon which may be paid or owed in connection with the Premises’ building exercise of such power of eminent domain or conveyance in lieu thereof, and Tenant shall have no claim against the agency exercising such power or receiving such conveyance, for any part of such sum paid by virtue of such proceedings, whether or not attributable to an architectural unit, fit for Tenant’s occupancy and businessthe value of the unexpired term of this Lease; provided, however, Tenant shall have the right to claim from the condemning authority all compensation that may be recoverable by Tenant for relocation benefits or loss of Tenant's Property or for damage to Tenant's business or loss of business; provided further that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord’s obligation to repair hereunder 's damages and do not reduce Landlord's award. If a part of the Land and/or Building shall be limited so taken or appropriated or conveyed and Landlord hereto shall elect not to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies shall nonetheless receive (and Tenant of the extent shall assign to which Landlord upon demand from Landlord) any and all income, rent, award or any interest thereon paid or owed in connection with such taking, appropriation or conveyance; and if the Premises will be restored. In the event have been damaged as a consequence of any temporary such partial taking or condemnation for any public purpose of appropriation or conveyance, Landlord shall restore the Premises or any portion thereof, and this Lease shall continue remain in full force and effect except that Base Rental and Additional Rental Tenant shall be adjusted on entitled to an equitable basis for appropriate reduction in Rent while such restoration is being made by Landlord. Such proportionate reduction shall be based upon the period of such taking, and extent to which the restoration being made by Landlord shall interfere with the business carried on by Tenant in the demised Premises. Landlord will not be under no obligation required to repair or restore any injury or damage to the property of Tenant or make any repairs or restoration to any alterations. In , additions, fixtures or improvements installed in the event of any taking of Premises by or at the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss expense of Tenant’s business.

Condemnation. If all or substantially all Section 8.01 In the event that the whole of the PremisesPremises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title. In the event that only a part of the Premises shall be so condemned or taken, then, effective as of the date of vesting of title, the Fixed Rent and Article 26 additional rent hereunder shall be abated in an amount thereof apportioned according to the area of the Premises so condemned or taken provided Tenant shall determine that the remainder remains viable. In the event that a significant part of the Building shall be so condemned or taken, then Landlord (whether or not the Premises be affected) may, at Landlord's option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by notifying Tenant in writing of such termination within one hundred twenty (120) days following the date on which Landlord shall have received notice of vesting of title. If Landlord does not elect to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the Fixed Rent and Article 26 additional rent payable hereunder shall be abated to the extent, if any, hereinbefore provided in this Article 8.8 and during the continuance of any restoration where Tenant does not have reasonable access to the Premises to conduct its business operations. Notwithstanding the foregoing, if Landlord elects not to terminate this Lease, Tenant shall have the right to elect to terminate this lease within thirty (30) days of its receipt of Landlord’s notice of its election, if in Tenant’s reasonable judgment the condemnation shall have an impact upon Tenant’s business or the space remaining is no longer viable. In the event that only a part of the Premises shall be so condemned or taken and this Lease and the term and estate hereby granted with respect to the remaining portion of the Premises are not terminated as hereinbefore provided, Landlord will, with reasonable diligence and at its expense, restore the remaining portion of the Premises as would render, nearly as practicable to the same condition as it was in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice prior to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedHowever, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation not be obligated to repair hereunder shall be limited any damage to Tenant's Property or replace the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businesssame.

Condemnation. If all or substantially all of the Premises, or such portion of the Premises as would render, in Landlord’s 's reasonable judgment, the continuance of Tenant’s 's business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s 's occupancy and business; provided, however, that Landlord’s 's obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s 's business.

Condemnation. If all In the event the demised Premises be taken over by any governmental or substantially all other duly constituted public or quasi-public authority by right of eminent domain, condemnation proceedings or otherwise, Landlord shall not be liable to Tenant for any damages suffered by Tenant thereby. All compensation awarded or paid for the Premises, or such portion loss of the Premises as would renderor a part thereof shall belong to the Landlord, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or but Tenant may terminate this Leaseprosecute a claim directly against the condemning authority for loss of business or personal property. If less than all or substantially all of In the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date event of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease terminate upon the later of the vesting of title or transfer of possession. All prepaid rent and expire prepaid additional rent, if any, however, shall be apportioned and returned to Tenant from the date possession is surrendered under such proceedings, unless this Lease shall have been sooner terminated as herein provided, in which event the prepaid rent and additional rent, if any, shall be prorated and returned to Tenant as of the date of the takingsuch termination. In the event that this Lease is not terminated and a portion of the Premises is takentaken by condemnation which renders the Premises remaining unsuitable for the conduct of Tenant’s business, then Tenant shall pay also have the Base Rental right and Additional Rental up option to terminate this Lease upon the date later of the taking, and this Lease shall thereupon cease and terminate with respect to the portion vesting of title of transfer of possession. A partial taking of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisdeemed to render the Premises unsuitable for the conduct of Xxxxxx’s business if loss of access to the Premises should occur. If this Lease is not terminatedterminated due to a partial taking, then as of the taking of possession by condemnor, the rent herein shall he reduced in the proportion that the value of the Premises taken bears to the value of the entire Premises immediately prior to said partial taking, and the Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises remaining as near as practical to a the condition reasonably suitable for that existed prior to said taking at Landlord’s sole cost and expense. Nothing in this Article shall in any way extinguish or diminish the operation of Tenant’s business, Tenant may terminate this Lease, at the time benefits accruing to Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises under such eminent domain proceedings or any portion settlement in lieu thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert be entitled to any benefits accruing to the Landlord under such eminent domain proceedings or settlement, but Tenant reserves all rights to be paid those benefits to which a claim Tenant is entitled pursuant to law under the proceedings including, if applicable, recovery for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation leasehold improvements and moving expenses, and (b) compensation for loss of Tenant’s businessmoving and relocation expenses and business damages.

Condemnation. If all or substantially all of the PremisesBuilding is taken by or under the power of eminent domain (or conveyance in lieu thereof), or such portion this Lease shall terminate on the date the condemning authority takes possession and any rent paid for any period beyond said date shall be repaid to Lessee. In all other cases of any taking of the Premises as would renderBuilding or the Land by the power of eminent domain (or conveyance in lieu thereof), in Landlord’s reasonable judgment, Lessor shall have the continuance option of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may electing to terminate this Lease. If less than all or substantially all Lessor does not elect to terminate, Lessor shall do the work necessary so as to constitute the portion of the Premises Building not so taken a complete architectural unit and Lessee shall do all other work necessary for it to use and occupy the demised premises for its permitted purpose. During the period of Lessor's repairs, rent shall xxxxx in an amount bearing the same ratio as the portion of the demised premises usable by Lessee bears to the entire demised premises. Rent shall be takenequitably adjusted, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of the date the condemning authority permanently acquires possession of the taking. In the event that this Lease is not terminated and a any portion of the Premises is takendemised premises, Tenant shall pay to reflect any permanent reduction in the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the tenantable portion of the Premises so takendemised premises. Thereafter Lessee shall not be entitled to, hereby expressly waives, and hereby assigns to Lessor all Lessee's right, title and interest in and to, any award made in any condemnation proceeding, action or ruling relating to any taking (or consideration paid for a conveyance in lieu thereof), whether whole, partial, temporary or permanent, and whether for diminution of the Base Rental and Additional Rental shall be adjusted on an equitable basis. If value of Lessee's interest in this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited or term thereof or to the extent of lease improvements or for any other claim or damage, including, without limitation, severance damages and loss of, or damage to, Lessee's trade fixtures. Notwithstanding the net proceeds from such taking made available to Landlord for such repair. Howeverforegoing, in the event such proceeds are not sufficient to restore the Premises to of a condition reasonably suitable for the operation termination of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental Lessee shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation entitled to make a separate claim in any repairs condemnation proceeding, action or alterations. In the event of ruling relating to any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from against the condemning authority for (a) relocation and Lessee's moving expenses, and (b) compensation for loss of Tenant’s businessgoodwill, and the unamortized value of the leasehold improvements in the demised premises actually paid for by Lessee without contribution by Lessor, provided any awards or proceeds sought by, or paid to, Lessee does not reduce or diminish in any way or amount the awards or proceeds otherwise payable to Lessor. Lessee shall have no claim against Lessor for the value of any unexpired portion of this Lease.

Condemnation. If all Either party may terminate this Lease if the whole or substantially all of the Premises, or such portion any material part of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purposeor quasi-public use under Law, then by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building, Property or Project which would leave the remainder of the Building or the Project unsuitable for use as an office/lab building or an office/lab project in a manner comparable to the use of the Building or the Project prior to the Taking. In order to exercise its right to terminate the Lease, Landlord or Tenant Tenant, as the case may terminate this Lease. If less than all or substantially all be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Premises Taking. Any such termination shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire effective as of the date of the taking. In the event that this Lease is not terminated and a portion physical taking of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to or the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basisBuilding, Property or Project occurs. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent rentable square footage of the net proceeds from such taking made available to Landlord for such repair. HoweverBuilding, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking rentable square footage of the Premises, Tenant hereby assigns to Landlord the value Building’s allocable percentage of all or the Project and Tenant’s Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of the Premises taken or condemned shall be abated during the unexpired term Term of this Lease effective when the physical taking of the Lease and all leasehold improvements, and Tenant shall not assert a claim portion of the Premises occurs. All compensation awarded for a condemnation award therefor; providedTaking, howeveror sale proceeds, shall be the property of Landlord, any right to receive such compensation or proceeds being expressly waived by Tenant. However, Tenant may pursue file a separate award from the condemning authority claim at its sole cost and expense for (a) Txxxxx’s Property and Txxxxx’s reasonable relocation and moving expenses, provided the filing of the claim does not diminish the award which would otherwise be receivable by Landlord. Tenant hereby waives any and (b) compensation for loss all rights it might otherwise have pursuant to Section 1265.130 of Tenant’s businessthe California Code of Civil Procedure, or any similar or successor Laws.

Condemnation. If all or substantially all of the Premises, or such portion any part of the Premises as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall or Common Areas should be permanently taken or condemned for any public purposeor quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a "Taking" or "Taken"), and the Taking would prevent or materially interfere with access to or Tenant's use of the Premises then Landlord or Tenant Tenant, by written notice to Landlord, may terminate this Lease. If less than all or substantially all part of the Premises shall be takenTaken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If and this Lease is not terminated as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and Additional Rental up to reasonable under the date of the takingcircumstances, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises as near as reasonably attainable to a its condition reasonably suitable for prior to the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restoredTaking. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofsuch Taking, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be entitled to receive the portion of the award appliable to condemnation of the land and loss of the portion of the Building constructed by Landlord, and Tenant shall be entitled to receive the portion of the award applicable to loss of or damage to Tenant's trade fixtures or personal property, interruption of Tenant's business, Tenant's loss of goodwill; Tenant's moving costs; and Tenant's interest in the Tenant Improvements (to the extent the same were paid solely by Tenant without the benefit of the Tenant Improvement Allowance) and any Tenant-Made Alterations. Tenant hereby acknowledges and agrees that a governmentally mandated closure of the Premises, Building and/or Project and/or of Tenant’s business for the purpose of protecting public health and safety (including, without limitation, to protect against acts of war or the spread of communicable diseases or infestations) shall not constitute a temporary Taking for “public use” entitling Tenant to an abatement of Rent, award or any other remedy under no obligation to make any repairs this Lease, at law or alterationsin equity. In This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of any taking Taking. Accordingly, Landlord and Tenant each hereby waive the provisions of any statutes (including, without limitation, Section 1265.130 of the Premises, Tenant hereby assigns California Code of Civil Procedure) permitting either party to Landlord the value terminate this Lease as a result of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessTaking.

Condemnation. If all either Landlord or substantially all Tenant terminates the Master Lease based on any provision in the Master Lease relating to eminent domain or conveyance under threat of condemnation, this Sublease shall terminate on the same date and in accordance therewith. If the Subleased Premises, or such the portion of the Premises as would renderBuilding or Property reasonably necessary for Subtenant’s occupancy, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord 50% or Tenant may terminate this Lease. If less than all or substantially all more of the Premises total rentable area of the Property are made untenantable by eminent domain, or conveyed under a threat of condemnation, this Sublease shall be taken, then Landlord shall have terminate at the option of terminating this Lease by written notice to each of Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire Subtenant as of the date earlier of the takingdate title vests in the condemning authority or the condemning authority first has possession of the portion of the Property taken by the condemning authority. In All Rent and other payments required under this Sublease shall be paid to that date. If the event that this Lease is not terminated and condemning authority takes a portion of the Subleased Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to or the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit Property necessary for TenantSubtenant’s occupancy and business; providedthat does not render them untenantable, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds from such taking made available to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate then this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease Sublease shall continue in full force and effect except that and the Base Rental and Additional Rental Rent shall be adjusted equitably reduced based on an equitable basis for the period proportion by which the floor area of the Subleased Premises is reduced. The reduction in Base Rent shall be effective on the earlier of the date the condemning authority first has possession of such taking, and Landlord shall be under no obligation to make any repairs portion or alterationstitle vests in the condemning authority. In The Subleased Premises or the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term property reasonably necessary for Subtenant’s occupancy shall not be deemed untenantable if 25% or less of the Lease each of those areas is condemned. As between Tenant and all leasehold improvementsSubtenant, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate be entitled to the entire award from the condemning authority for (a) relocation and moving expensesattributable to the value of the Master Premises, Subleased Premises, or the Property or Building, and (b) compensation Subtenant shall make no claim for loss the value of its subleasehold estate or the Subtenant’s Work or any Alterations. Subtenant shall be permitted to make a separate claim against the condemning authority for moving expenses or damages resulting from interruption in its business if this Sublease is terminated under this Section, provided that in no event shall Subtenant’s claim reduce Landlord’s or Tenant’s businessawards.

Condemnation. If all As used herein, "Condemnation" or substantially all "Condemned" means a taking by the government of the PremisesUnited States, State of Texas, City of Baytown, or such portion any government or power whatsoever, or by any corporation under the right of eminent domain, or a condemnation by any court, city, state, county or governmental authority or office, department or bureau of the city, county, state or United States. If only Landlord's interest in the Premises as would renderor the Improvements (but not the leasehold estate of Tenant under this Lease) is Condemned in whole or in part, then this Lease shall not be affected thereby and all proceeds of such Condemnation shall be paid to Landlord. If only Tenant's leasehold estate under this Lease shall be Condemned (but not Landlord's interest in the Premises and Improvements) in whole or in part, then this Lease shall not be affected thereby and all proceeds of such Condemnation shall be paid to Tenant. If both Landlord's interest in the Premises and Improvements, on the one hand, and Tenant's leasehold interest under this Lease, on the other hand, shall be Condemned in whole or in part, then this Lease shall not be affected thereby and all proceeds of such Condemnation shall be awarded to Landlord and Tenant pro rata based upon the relative value of their respective interests in the Premises and Improvements; however, the parties agree that Tenant shall not receive any proceeds from such condemnation award and the same shall be paid to Landlord if Tenant is not current on all Rent due under this Lease at the time of the award. If the Condemnation, in Landlord’s and Tenant's reasonable judgmentdiscretion, the continuance of Tenant’s business from renders the Premises impracticable, shall be permanently taken or condemned for any public purposeunusable, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease may be terminated upon notice by written notice Tenant to Tenant Landlord within ten thirty (1030) days following the date of such condemnation or taking. If this Lease is terminated Condemnation with the award distributed as provided above, this Lease shall cease and expire as of the date of the taking. In the event that this Lease is not terminated and a portion of the Premises is taken, Tenant shall pay the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion of the Premises so taken. Thereafter the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminatedso terminated by Tenant, Landlord shall promptly repair the Premises’ building Base Rental thereafter to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder be paid by Tenant shall be limited reduced in the proportion that the number of square feet of the Improvements on the Premises so Condemned bears to the extent of the net proceeds from such taking made available to Landlord for such repair. However, total square feet contained in the event such proceeds are not sufficient to restore Improvements on the Premises prior to a condition reasonably suitable for the operation of Tenant’s business, Tenant may terminate this Lease, at the time Landlord notifies Tenant of the extent to which the Premises will be restored. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, this Lease shall continue in full force and effect except that Base Rental and Additional Rental shall be adjusted on an equitable basis for the period of such taking, and Landlord shall be under no obligation to make any repairs or alterations. In the event of any taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s businessCondemnation.

Condemnation. If all or substantially all of the Premises, or such portion of the entire Premises as would render, in Landlord’s reasonable judgmentare condemned, the continuance term of Tenant’s business from the Premises impracticable, shall be permanently taken or condemned for any public purpose, then Landlord or Tenant may terminate this Lease. If less than all or substantially all of the Premises shall be taken, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days following the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as of terminate on the date of the taking. In the event that this Lease is not terminated and a portion when possession of the Premises is taken, Tenant shall pay taken by the Base Rental and Additional Rental up to the date of the taking, and this Lease shall thereupon cease and terminate with respect to the portion condemning authority. If any part of the Premises is condemned so taken. Thereafter that Tenant cannot use the Base Rental and Additional Rental shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Premises’ building to an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent remainder of the net proceeds from such taking made available Premises for substantially the same purpose as immediately prior to Landlord for such repair. However, in the event such proceeds are not sufficient to restore the Premises to a condition reasonably suitable for the operation of Tenant’s businesscondemnation, Tenant may terminate this LeaseLease on the date when possession is taken by the condemning authority, at the time by giving Landlord notifies notice of intent to terminate within sixty (60) days after Landlord gives Tenant notice of the extent to which the Premises will be restoredcondemnation. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereofother condemnation, this Lease shall continue in full force and not terminate. Any termination under this paragraph shall have the same effect except that Base Rental and Additional Rental shall be adjusted as termination of the term of this Lease, as if the date on an equitable basis which possession of the Premises is taken by the condemning authority were stated as the time for termination of the period of such takingLease term, and Landlord and Tenant shall account for Basic Rent, Additional Rent and other amounts payable by Tenant as of that date. If any part of the Premises is condemned and this Lease is not terminated as specifically provided in this paragraph, the Basic Rent shall be under abated in the same proportion, as usable space in the Building has been rendered unusable by reason of such condemnation. The abatement of Basic Rent shall be effective from the date when the condemning authority takes possession of the part of the Premises condemned through the remainder of the term of this Lease. No termination of this Lease and no obligation abatement in Basic Rent shall affect Landlord’s right to make compensation for any repairs condemnation. Landlord shall be entitled to the full award or alterations. In proceeds payable with respect to the event Premises by reason of any taking condemnation, and neither Landlord nor Tenant shall have any claim to any award or proceeds payable to the other. For purposes of this paragraph, words and phrases referring to condemning or condemnation shall refer to statutory condemnation, exercise of the private or public power of eminent domain, proceedings in the nature of condemnation, and any sale or transfer made in lieu of or under threat of condemnation or exercise of the private or public power of eminent domain and shall include any such condemnation for permanent or for temporary use of or interference with any part or all of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all leasehold improvements, and Tenant shall not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, and (b) compensation for loss of Tenant’s business.