Common use of Condemnation Clause in Contracts

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord or Tenant to the other, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project Building shall be taken or condemned, and a part thereof remains which is taken for any public or quasi-public use under governmental lawsusceptible of occupation hereunder, ordinancethis Lease shall, or regulationas to the part so taken, or by right terminate as of eminent domain, or by private purchase the date title shall vest in lieu thereof (a “Taking” or “Taken”)the condemnor, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use rental payable hereunder shall be adjusted so that Tenant shall be required to pay for the remainder of the Premises or materially interfere with or impair Landlord’s ownership or operation term only such portion of such rent as the number of square feet in the part remaining after the condemnation bears to the number of square feet of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as entire Premises at the date of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, condemnation; but in such award. Tenant event Landlord shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law option to terminate this Lease upon a partial Taking by written notice to Tenant within thirty (30) days of the date when title to the part so condemned vests in the condemnor. If part or all of the Premises or the ProjectBuilding be taken or condemned, all compensation awarded upon such condemnation or taking shall go to Landlord and Tenant shall have no claim thereto, and Tenant hereby irrevocably assigns and transfers to Landlord any right to compensation or damages to which Landlord may be entitled during the term hereof by reason of the condemnation of all or a part of the Premises; provided, Tenant may make separate claims against the condemning authority for damages to its personal property or moving expenses.

Condemnation. If the whole all or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takentaken as a result of the exercise of the power of eminent domain or agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and the Monthly Base Rent shall be equitably reduced. In the case of a partial taking, if Tenant cannot reasonably conduct business in the remaining Premises, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within sixty (60) days after the date of the taking. In addition, if a portion of the Building is taken, and Landlord determines that it is not terminated as provided aboveeconomically feasible to continue operating the remaining portion of Building, Landlord shall promptly restore may terminate this Lease by giving written notice to Tenant, whether or not any portion of the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancestaken. Upon any such Taking, Landlord shall be entitled to receive the entire price all compensation awarded or award from any such Taking without any payment to Tenantreceived in connection with a taking, and Tenant hereby assigns to Landlord Tenant’s interest, if anyany and all elements of said compensation that Tenant would, in the absence of such awardassignment, have been entitled to receive. Without limiting the generality of the foregoing, Tenant shall have no claim for the right“bonus value” of this Lease, or the value of tenant improvements, whether paid for by Landlord or Tenant; provided, however, that Tenant shall be entitled to receive any award for the loss of goodwill of Tenant’s business (but only to the extent the same does not constitute “bonus value”) and for any relocation expenses that same shall not diminish Landlord’s award, Tenant is entitled under Applicable Requirements to make a separate claim against recover directly from the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantauthority. Tenant hereby waives the provisions of California Code of Civil Procedure Sections 1265.110 through 1265.160, or any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises similar or the Projectsuccessor Applicable Requirements.

Condemnation. If the whole or any material part of (a) TENANT agrees that if the Premises or a substantial part thereof shall be taken, condemned, or sold under the Project is taken threat of condemnation, for any public or quasi-public use under governmental lawor purpose by or to any competent authority, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall fully terminate and Rent shall be apportioned as of said datethe date of any such taking. If part TENANT shall have no claim against LANDLORD and shall have no claim or right to any portion of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as award which may be fair and reasonable under the circumstances. Upon made to LANDLORD as a result of any such Taking, Landlord shall be entitled condemnation; all rights of TENANT to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestdamages therefore, if any, in are hereby assigned by TENANT to LANDLORD. Upon such award. Tenant condemnation or taking, the Term of this Lease shall cease and terminate from the date of such taking or condemnation, and TENANT shall have no claim against LANDLORD for the rightvalue of any un-expired term of this Lease, leasehold improvements, or good will. Notwithstanding the foregoing, TENANT shall be free to the extent that same shall not diminish Landlord’s award, to make pursue a separate claim against the condemning authority for the depreciated value of its leasehold improvements, provided that any award to TENANT shall not result in a diminution of any award to LANDLORD. (but not Landlordb) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if If less than a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking substantial part of the Premises is taken or condemned, the Projectrent for the remainder of the Premises shall be that portion of the total rent which the area remaining that can be occupied bears to the total area of the Premises, effective on the date when title vests in such governmental authority. The Lease shall otherwise remain in full force and effect. For purposes hereof, a substantial part of the Premises shall be considered to have been taken if more than fifty percent (50%) of the Premises are unusable by TENANT.

Condemnation. A. If the whole or any material part of the Premises or the Project is shall be taken for any public or quasi-quasi public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall automatically terminate and Rent as of the date that possession shall be apportioned as of said date. taken. B. If part only a portion of the Premises shall be Takenso taken, and but in the reasonable determination of Landlord the remaining Premises can not be restored to a functional building for use by Tenant as herein contemplated, then either Landlord or Tenant shall have the right to terminate this Lease as of the date that possession shall be taken upon giving written notice to the other party within sixty (60) days after such taking. If no such election is made to terminate this Lease, Landlord shall restore the Premises to an architectural unit as nearly like its condition prior to such taking as shall be practicable, but such work shall not exceed the scope of the work required to be done by Landlord in originally constructing the Premises or the amount of any available condemnation proceeds. If this Lease is not terminated terminated, as provided abovehereinbefore provided, Landlord all of its items shall promptly restore continue in effect, but a proportionate percentage of rent, in accordance with the Premises nature and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage extent of the Building, the rentable square footage of damage to the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced suspended or abated. C. All compensation awarded or paid upon a total or partial taking of the Premises shall belong to such extent as may and be fair and reasonable under the circumstances. Upon property of Landlord without any such Takingparticipation by Tenant; provided, Landlord however, that nothing contained herein shall be entitled construed to receive the entire price or award preclude Tenant from prosecuting any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim directly against the condemning authority (but not Landlord) for such compensation as may be separately awarded loss of business, depreciation to, damage to, cost of removal of, or recoverable by Tenant for the value of moving expenses and damage to Tenantpersonal property take, so long as such claim shall not diminish or otherwise adversely affect Landlord’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectaward.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, Project then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If In the whole event the title to all or any material part of the Premises Office building shall be condemned or the Project is taken for any public or 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”)taken, and if in the Taking would opinion of Landlord, (i) the property should be restored or used in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s such a way as to alter the use of the Premises materially, or materially interfere with (ii) it is economically unfeasible to restore all or impair Landlord’s ownership or operation part of the ProjectOffice Building after such taking, then upon written notice by Landlord may terminate this Lease and the term and estate hereby granted shall terminate expire on the date specified in the notice of termination (but not less than sixty (60) days after the giving of such notice) as fully and completely as if such date were the date hereinabove set forth for the expiration of the Term of this Lease, and the Rent hereunder shall be apportioned as of said date. If Landlord reserved unto itself, and Tenant assigns to Landlord, all right to damages accruing on account of any taking or condemnation of any part of the Premises shall be Takenoffice building or any improvements on it, or by reason of any act of any public or quasi-public authority for which damages are payable under their applicable law. Landlord does not reserve to itself, and this Lease Tenant does not assign to Landlord, any damages payable to the taking of personal property installed on the Premises by Tenant at its cost and expense which is not terminated as provided aboveto pass to Landlord at the end of this Lease, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances for relocation of Tenant's business, or for its lost profits. Tenant agrees to their condition prior to execute such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent instrument or assignments as may be fair desired or required by Landlord to exercise its rights hereunder; if reasonably requested by Landlord, to join with Landlord in any petition for the recovery of damages; and reasonable under the circumstances. Upon to forthwith turn over to Landlord any such Taking, damages to which Landlord shall be is entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as which may be separately awarded or recoverable received by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or in Landlord’s judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesTrade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. A. If the whole or any material substantial part of the Building, improvements, or Leased Premises or the Project is should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Building or Leased Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurpose for which it is then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the physical taking shall be apportioned occur in the same manner as if the date of said date. such taking were the date originally fixed in this Lease for the expiration of the term hereof. B. If part of the Building, improvements, or Leased Premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in the subparagraph above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Building, improvements, and Leased Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . C. In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded or recoverable allocated to their respective interests in any condemnation proceedings; provided that Tenant shall not be entitled to receive any award for Tenant's loss of its leasehold interest, the right to such award being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any material part of the Leased Premises or the Project Building is taken for any public by eminent domain or quasicondemnation or voluntarily transferred to such authority under the threat thereof, Landlord may, at its sole option, terminate the Lease by giving written notice to Tenant within forty-public use under governmental law, ordinancefive (45) days after the taking, or regulation, or if by right reason of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use such taking of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Leased Premises, Tenant’s Share of Operating Expenses operation on or access to the Leased Premises is substantially and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takingmaterially impaired, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightoption to terminate this Lease by giving written notice to Landlord within forty-five (45) days after the taking. After such taking and as of such date, the rent will be adjusted in proportion to the impairment of the use that Tenant can reasonably make of the balance of the Leased Premises. If the Leased Premises are damaged or if access to the Leased Premises is impaired by reason of such taking and neither Landlord nor Tenant elects to terminate this Lease as provided herein, Landlord will promptly rebuild or repair the damage to the extent that same shall not diminish Landlord’s possible within the limitations of the available condemnation award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise may have pursuant in all condemnation awards including, without limitation, loss of or damage to any provision of state law its leasehold estate, and hereby assigns said claims to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord except such awards as are separately and specifically awarded to Tenant for its separate personal property, moving expenses and business damages.

Condemnation. If If, during the whole term of this lease, or any material part extension or renewal thereof, all of the Premises or the Project is should be taken for any public or quasi-public use under any governmental law, ordinanceordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective on the date physical possession is taken by the condemning authority, and Tenant shall have no claim against Landlord for the value of any unexpired term of this lease. In the event a portion but not all of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, domain or by private purchase sale in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent partial taking or materially interfere with Tenant’s use of condemnation shall render the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectunsuitable for Tenant's business, then upon written notice by Landlord shall have the option, in its sole discretion, of terminating this Lease shall terminate lease, or, at Landlord's sole risk and Rent shall be apportioned as of said date. If part of expense, restoring and reconstructing the Premises shall be Taken, and this Lease is not terminated as provided above, to the extent necessary to make same reasonably tenantable. Should Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances elect to their condition prior to such partial Taking and the rentable square footage of the Buildingrestore, the rentable square footage of lease shall continue in full force and effect with the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term shall be reduced portion of this lease adjusted to such an extent as may be fair and reasonable under the circumstances, and Tenant shall have no claim against Landlord for the value of any interrupted portion of this lease. Upon In the event of any such Takingcondemnation or taking, Landlord total or partial, Tenant shall not be entitled to any part of the award or price paid in lieu thereof, and Landlord shall receive the entire price full amount of such award or award from any such Taking without any payment to Tenantprice, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate expressly waiving any right or claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectpart thereof.

Condemnation. If the whole or any a material part portion of the Premises or the Project is permanently ------------ taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “"Taking” or “Taken”"), and the Taking would in Landlord’s reasonable judgmentprevents or materially ------ interferes with the use of the remainder of the Premises for the purpose for which they were leased to Tenant, either party may terminate this Lease by delivering to the other written notice thereof within 30 days after the Taking, in which case rent shall be abated during the unexpired portion of the Term, effective on the date of such Taking. If the permanent Taking does not prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurpose for which they were leased to Tenant, then upon written notice by Landlord neither party may terminate this Lease shall terminate and Rent shall be apportioned as of said date. If part of Lease, but the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired portion of the Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, and Landlord shall be entitled repair any damage to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have Premises caused by the rightTaking, to the extent that same of the award actually received by Landlord (less than the cost incurred in connection with the receiving of such award and any amounts payable to a Landlord's Mortgagee). All compensation awarded for any Taking shall not diminish be the property of Landlord and Tenant assigns any interest it may have in any such award to Landlord’s award; however, Landlord shall have no interest in any award made to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to loss of business or goodwill or for the taking of Tenant’s trade fixtures's property, if a separate award for such items is made to Tenant. If a Taking occurs which is not permanent in nature, then Tenant hereby waives any shall continue to pay rent hereunder without abatement and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking condemnation awards payable in respect of the Premises or for the Projectportion of such Taking during the Term shall be payable to Tenant, and the remainder of such award shall be payable to Landlord.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant▇▇▇▇▇▇’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole all or any material part materially all of the Premises or the Project is are taken for any public or quasi-public use under governmental law, ordinance, or regulation, in appropriation proceedings or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use threat of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectsame, then upon written notice by Landlord this Lease shall terminate as of the date Tenant is deprived of occupancy thereof, and Rent ▇▇▇▇▇▇'s obligations under this Lease, except obligations for rent and other charges herein to be paid by Tenant up to the date thereof, shall terminate. For purposes of this Lease, "materially all of the Premises" shall be apportioned considered as of said date. If part having been taken if the portion of the Premises shall be Takentaken, due either to the area so taken or the location of the portion taken, would leave the remaining portion not so taken insufficient to enable tenant to effectively and economically conduct it business at the Premises. If Less than materially all the Premises are taken in appropriation proceedings or by right of eminent domain or by the threat thereof, then this Lease is shall not terminated terminate as provided abovea result of such taking, but Landlord shall promptly repair and restore the Premises to substantially the same condition as existed immediately before such taking. Until such repair and restoration are completed, rent shall be abated in the Project as nearly as proportion of the number of square feet of improvements on the Premises of which Tenant is commercially reasonable under deprived bears to the circumstances to their condition total square feet of such improvements immediately prior to such partial Taking and taking. Thereafter, if the rentable number of square footage feet of improvements is less than the total of the Buildingsame prior to such taking, rent shall be reduced in the rentable proportion to which the number of square footage feet of improvements existing after such repair and restoration is less than the total of the same prior to such taking. All damages awarded for any such taking shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takingor otherwise, Landlord provided, however, that Tenant shall be entitled to receive any portion of the entire price award made to Tenant for removal and reinstallation of Tenant's fixtures or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestfor the cost of ▇▇▇▇▇▇'s immovable fixtures, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If (i) the whole or any material part substantially the whole of the Complex, or (ii) the whole or such portion of the Premises or as shall render the Project is remainder reasonably unfit for Tenant’s use, shall be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domaindomain or otherwise, or by private purchase sold in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectcondemnation, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date when physical possession of the Building or the Premises are taken by the condemning authority. If part of the Premises shall be Taken, and this Lease is not so terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to upon any such partial Taking and the rentable square footage of the Buildingtaking or sale, the rentable square footage of the Premises, Base Rental and Tenant’s Share of Operating Expenses Costs payable hereunder shall be diminished by an amount representing that portion of Base Rental and Tenant’s Share of Operating Costs applicable to the portion of the Premises subject to such taking or sale, and Landlord shall to the extent Landlord deems feasible, restore the Building and the Rent payable hereunder during the unexpired Term shall be reduced Premises to such extent as may be fair and reasonable under the circumstances. Upon any such Takingsubstantially their former condition, except that Landlord shall not be required to rebuild, repair, or replace any Alterations to the Premises made by Tenant following the Commencement Date which were not approved by Landlord in writing, 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 for such taking. All amounts awarded upon a taking of any part or all of the Property, Building or the Premises shall belong to Landlord, and Tenant shall not be entitled to receive the entire price or award from and expressly waives all claims to any such Taking without any payment to Tenantcompensation, and except that Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to may make a separate claim against upon the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable expenses related to relocation and the unamortized cost of leasehold improvements paid for by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole or any material substantial part of the Premises or the Project is Building should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of Building for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the legal taking shall be apportioned occur as if the date of said date. such taking were the date originally fixed in the Lease for the expiration of the Term. (b) If the part of the Premises or Building shall be Takentaken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . (c) In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded allocated to their respective interests in any condemnation proceedings; provided that Tenant shall not be entitled to receive any award for the loss of any improvements paid for by Landlord or recoverable for Tenant's loss of its leasehold interest, the right to such award as to such items being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under on a pro rata basis unless otherwise agreed between the circumstancesparties. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If a taking renders the whole Premises reasonably unsuitable for the Permitted Use or prevents reasonable access to the Premises, this Lease shall, at either party’s option exercised by written notice to the other within 30 days after such taking, terminate as of the date title to condemned real estate vests in the condemner, the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to such date, all Rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any material part liability for any unaccrued obligations hereunder; provided, however, a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or the Project is taken for any public or quasi-public use under governmental lawshall be of such extent and nature as materially to handicap, ordinanceimpede, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with impair Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part balance of the Premises shall be Taken, and for its normal business operations. If this Lease is not terminated as provided aboveafter a condemnation, Landlord then notwithstanding anything to the contrary in this Lease, Fixed Rent and Additional Rent shall promptly restore be equitably reduced in proportion to the area of the Premises and that has been taken for the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage balance of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardTerm. Tenant shall have the right, right to make a claim against the condemner for moving expenses and business dislocation damages to the extent that same shall such claim does not diminish reduce the sums otherwise payable by the condemner to Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If (a) Substantial Taking If, during the whole term (or any material extension or renewal) of this Lease, all or a substantial part of the Leased Premises are taken for any public or quasipublic use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and such taking or purchase would prevent or materially interfere with the Project use of the Leased Premises for the purpose for which they are then being used, this Lease shall terminated and the rent shall be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Lessee shall have no claim to the condemnation award or any part thereof, unless some portion of the award is specifically allocated to Lessee. Lessee can pursue its own claims. (b) Partial Taking In the event a portion of the Leased Premises shall be taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takenthereof, and this Lease is not terminated as provided in subparagraph (a) above, Landlord shall promptly Lessor may, at Lessor's sole risk and expense, restore and reconstruct the Building and other Improvements on the Leased Premises and to the Project as nearly as is commercially reasonable extent necessary to make it reasonably tenantable. The rent payable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder this Lease during the unexpired Term portion of the term shall be reduced adjusted to such an extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant Lessee shall have the right, no claim to the extent that same shall not diminish Landlord’s awardcondemnation award or any part thereof, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking unless some portion of the Premises or the Projectaward is specifically allocated to Lessee. Lessee can pursue its own claims.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s 's reasonable judgment, judgment either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s 's Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole all or any a material part portion of the Premises or the Project is taken for by any public or quasi-public use under governmental law, ordinance, or regulation, or lawful authority by exercise of the right of eminent domain, domain (including any portion of the Premises which substantially interferes with Tenant’s ingress to or by private purchase in lieu thereof (a “Taking” or “Taken”), egress from the Premises) and the Taking would in Landlord’s reasonable judgment, either prevent or cannot be restored so as not to materially interfere with Tenant’s use of the Premises, or sold under threat of a taking, either Tenant or Landlord may terminate this Lease effective as of the earlier of (i) the date possession is required to be surrendered to the authority, or (ii) the date actual possession is delivered to the authority. In addition, in the event (i) title to a portion of the Premises is taken or sold under threat of a taking and (ii) Landlord elects to restore the Premises in such a way as to alter the Premises materially or in such a way as to materially interfere with or impair LandlordTenant’s ownership or operation use of the ProjectPremises, Tenant may terminate this Lease, by written notice to Landlord, effective on the date of vesting of title. If Tenant has not elected to terminate this Lease as provided above, then upon written notice by Landlord this Lease shall terminate promptly, after receipt of the condemnation award, proceed to restore the Premises to substantially its condition prior to the taking, and Rent a proportionate allowance shall be apportioned as of said date. If made to Tenant for the rent corresponding to the time during which, and to the part of the Premises shall be Takenof which, and this Lease or access or reasonable use of which, Tenant is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage deprived on account of the Building, taking and restoration. In the rentable square footage event of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takinga taking, Landlord shall be entitled to receive the entire price or amount of any award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish for Landlord’s awardinterest in the Premises. Notwithstanding the foregoing sentence, to make Tenant may assert a separate claim against the condemning authority (taking authority, but not against Landlord) , for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to the taking of Tenant’s trade fixturesleasehold interest, if a separate award options, personal property, fixtures and any other rights of property of Tenant, or for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of relocation or business interruption expenses recoverable from the Premises or the Projecttaking authority.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the ProjectPremises, then upon written notice by Landlord either party to the other, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced in proportion to such extent as may be fair and reasonable under the circumstancesrentable area of the Premises so Taken. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s improvements and trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectPremises.

Condemnation. If If, at any time during the whole Term, all or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takencondemned or transferred in lieu of condemnation, the net proceeds of such condemnation or transfer shall be divided between Landlord and Tenant in the proportions specified in the condemnation award or agreement of transfer or, if not so specified, in proportion to the fair value of Landlord’s and Tenant’s respective interests in this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under Premises, provided that to the circumstances extent the net proceeds of any condemnation or transfer in lieu of condemnation are attributable to their condition prior the Improvements, such proceeds shall be paid solely to such partial Taking and Tenant with ▇▇▇▇▇▇▇▇ receiving any proceeds attributable solely to the rentable square footage residual value of the Building, the rentable square footage fee estate of the Premises. For the purpose of this Section 13, Tenant’s Share the net proceeds of Operating Expenses a condemnation or transfer in lieu of condemnation shall mean the total proceeds of such condemnation or transfer less the costs and expenses incurred in connection therewith (including legal fees). If the Rent payable hereunder during entire Land is condemned or transferred in lieu of condemnation, the unexpired Term shall be reduced terminate at the time title vests in the condemning authority. If a portion of the Premises is condemned or transferred in lieu of condemnation, the Lease shall continue in full force and effect with respect to such extent as may be fair that portion of the Premises which has not been so condemned or transferred and reasonable under the circumstances. Upon any such Taking, Landlord Basic Rent shall be entitled to receive equitably adjusted. Notwithstanding the entire price or award from any such Taking without any payment to Tenantforegoing, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking without penalty by giving written notice of termination to Landlord if, in Tenant’s sole and absolute discretion, the Premises is not suitable for Tenant’s intended use following such condemnation or the Projecttransfer in lieu thereof.

Condemnation. A. If the whole or any material substantial part of the Premises Building, improvements, or the Project is leased premises should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises Building or materially interfere with or impair Landlord’s ownership or operation of leased premises for the Projectpurpose for which it is then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the physical undertaking shall be apportioned occur in the same manner as if the date of said date. such taking were the date originally fixed in this Lease for the expiration of the term hereof. B. If part of the Premises Building, improvements, or leased premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in the subparagraph above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Building, improvements, and leased premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . C. In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded or recoverable allocated to their respective interests in any condemnation proceedings; provided that Tenant shall not be entitled to receive any award for Tenant's loss of its leasehold interest, the right to such award being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If (a) If, during the whole term (or any material extension or renewal) of this Lease, all or a substantial part of the Premises or the Project is leased premises are taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of leased premises for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent the rent shall be apportioned abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Tenant shall have no claim to the condemnation award, less and except any separate award made directly to Tenant as of said date. If part compensation for the Tenant’s leasehold interest. (b) In the event a portion of the Premises leased premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in subparagraph (a) above, Landlord shall promptly may, at Landlord’s sole risk and expense, restore and reconstruct the Premises building and other improvements on the Project as nearly as is commercially reasonable leased premises to the extent necessary to make it reasonably tenantable. The rent payable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder this Lease during the unexpired Term portion of the term shall be reduced adjusted to such an extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, no claim to the extent that same shall not diminish Landlord’s condemnation award, less and except any separate award made directly to make a separate claim against Tenant as compensation for the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectleasehold interest.

Condemnation. If all of the whole Premises, or any material such portions of the Building as may be required for the Tenant’s reasonable use of the Premises, are taken by eminent domain or by conveyance in lieu thereof, this Lease shall automatically terminate as of the date the physical taking occurs, and all Base Rent, Additional Rent and other sums payable under this Lease shall be paid to that date. In case of taking of a part of the Premises or a portion of the Project is taken Building not required for any public or 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 in LandlordTenant’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, then this Lease shall continue in full force and effect and the Base Rent shall be equitably reduced based on the proportion by which the floor area of the Premises is reduced, such reduction in Base Rent to be effective as of the date the physical taking occurs. Additional Rent and all other sums payable under this Lease shall not be abated but Tenant’s Pro Rata Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable redetermined as equitable under the circumstances. Upon Landlord reserves all rights to damages or awards for any such Takingtaking by eminent domain relating to the Premises, Landlord shall be entitled to receive Building, Land and the entire price or award from any such Taking without any payment to Tenant, and unexpired term of this Lease. Tenant hereby assigns to Landlord any right Tenant may have to such damages or award and Tenant shall make no claim against Landlord for damages for termination of its leasehold interest or interference with Tenant’s interest, if any, in such awardbusiness. Tenant shall have the right, to the extent that same shall not diminish Landlord’s awardhowever, to make a separate claim against and recover from the condemning authority (but not Landlord) compensation for such compensation as any loss to which Tenant may be entitled for Tenant’s moving expenses or other relocation costs; provided that, such expenses or costs may be claimed only if they are awarded separately awarded or in the eminent domain proceedings and not as a part of the damages recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or Upon condemnation of any material part portion of the Premises or the Project is taken for any public or quasi-public use under by a governmental lawagency, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent upon the title of the property vesting in the governmental agency, unless, however, there was a partial condemnation of the Premises. In which case, to the extent the parties mutually agree that the Project can continue to substantially exist on the Premises, this Lease shall be apportioned as of said date. If part continue for the remaining portion of the Premises not subject to the condemnation, with an equitable abatement/adjustment of rent. Tenant shall be Takenhave no claim against Landlord (or otherwise) as a result of such taking, and this Lease is not terminated ▇▇▇▇▇▇ hereby agrees to make no claim against the condemning authority for any portion of the amount that may be awarded as provided abovecompensation or damages as a result of such taking; provided, Landlord shall promptly restore however, that Tenant may, to the Premises extent allowed by law, claim an award for moving expenses and for the Project as nearly as is commercially reasonable taking of any of Tenant's property (other than its leasehold interest in the Premises) which does not, under the circumstances to their condition prior to terms of this Lease, become the property of Landlord at the termination hereof, as long as such partial Taking claim is separate and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award distinct from any such Taking without any payment to Tenant, claim of Landlord and does not diminish Landlord's award. Tenant hereby assigns to Landlord Tenant’s interest, if any, any right and interest it may have in such award. Tenant shall have any award for its leasehold interest in the right, Premises that is subject to the extent that same condemnation. This paragraph shall not diminish Landlord’s award, to make a separate claim against apply if the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items government agency is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision the City of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectPalm Coast.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord and with Tenant's commercially reasonable consent this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken or condemned for any public or quasi-public use under governmental lawLaw, ordinance, by eminent domain or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and then either party may terminate this Lease. Landlord shall also have the right to terminate this Lease if there is a Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of any portion of the Premises or materially interfere with or impair Landlord’s ownership or operation Building and/or the Property which would render the remainder of the ProjectBuilding and/or the Property unsuitable for use as a laboratory/life science building in the reasonable determination of Landlord, then upon written notice by Landlord provided that, concurrent therewith, the leases of the tenants (including Tenant) occupying in the aggregate not less than fifty percent (50%) of the rentable area in the Building are terminated. Upon any termination of this Lease shall terminate and pursuant to the provisions of this Article 14, Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of said datesuch termination. If a part of the Premises Property shall be Taken, so Taken and this Lease is not terminated in accordance with this Article 14, then Landlord, without being required to spend more than the net amount it receives as provided abovea condemnation award and subject to the requirements of any Mortgage, shall restore that part of the Property not so Taken to a substantially equivalent condition (with respect to character, quality, appearance and services) to that which existed immediately prior to such Taking, Upon any Taking, Landlord shall promptly restore receive the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon entire award for any such Taking, and Tenant shall have no claim against Landlord shall be entitled to receive or the entire price condemning authority for the value of any unexpired portion of the Term or award from any such Taking without any payment to Tenant, ’s Alterations; and Tenant hereby assigns to Landlord Tenant’s interest, if any, all of its right in and to such award. Tenant Nothing contained in this Article 14 shall have the right, be deemed to the extent that same shall not diminish Landlord’s award, to make prevent T▇▇▇▇▇ from making a separate claim against the condemning authority (but not Landlord) in a separate proceeding for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to the then value of any Tenant’s trade fixturesProperty included in such Taking and for any moving expenses, if provided any such award is in addition to, and does not result in a separate reduction of, the award for such items is made to TenantLandlord. Tenant hereby waives If a temporary Taking of all or any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking part of the Premises occurs during the Term, then Tenant shall give prompt notice to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay all Rent payable by Tenant without reduction or abatement and to perform all of its other obligations under this Lease, except to the Projectextent prevented from doing so by the condemning authority, and Tenant shall be entitled to receive any award or payment from the condemning authority for such use, which shall be received, held and applied by Tenant as a trust fund for payment of the Rent falling due.

Condemnation. If (a) In the whole event the Premises, or any material part of the Premises thereof, shall be taken or the Project is taken condemned permanently or temporarily for any public or quasi-public use under governmental law, ordinance, or regulation, purpose by any competent authority in appropriation proceedings or by any right of eminent domain, the entire compensation award therefore, including leasehold, reversion and fee, shall belong to the Landlord without any deduction therefrom for any present or future estate of Tenant. Tenant shall, however, be entitled to claim, prove and receive in such condemnation proceedings such award as may be allowed for fixtures and other equipment installed by private purchase in lieu thereof (a “Taking” or “Taken”)it, and for moving expenses, but only if such award shall be in addition to the Taking would in award to Landlord’s reasonable judgment. (b) If the entire Building shall be so taken by virtue of eminent domain, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate on the date when title vests pursuant to such taking, and the Rent and other charges hereunder shall be apportioned as of said date. , and any Rent paid for any period beyond said date shall be repaid to Tenant. (c) If part more than twenty percent (20%) of the floor area comprising the Premises shall be Takenso taken, or if a portion of the Building or Development is taken which materially interferes with Tenant’s use of the Premises, either party shall have the right to cancel and terminate this Lease as of the date of such taking, upon giving notice to the other party within thirty (30) days after notice to Tenant from Landlord or the condemning authority that such Premises are to be appropriated or taken. In the event that this Lease is not terminated as provided aboveherein provided, Landlord this Lease shall promptly restore continue, with an equitable and proportionate adjustment, effective on the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage date of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if anytaking, in such award. Tenant shall have Rent and other charges due hereunder based upon the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectreduction in floor area.

Condemnation. If If (a) substantially all of the whole or any material improvements constituting a part of the Premises Premises, or (b) all of the access points to the Site or the Project Premises, or (c) all but one access point to the Site (unless alternate access to the Site is provided to Tenant so at least two (2) Site access points exist at all times), or (d) a substantial portion of the truck parking spaces within the Site should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with the reasonable economic use of the Premises by Tenant for the Permitted Use or in Landlord’s reasonable judgment would materially interfere with or impair its ownership of the Premises, and in the case of taking access points or truck parking spaces such that Tenant’s use of the Premises or is not materially interfere with or impair Landlord’s ownership or operation of the Projectand adversely effected, then either party upon written notice by Landlord to the other party, may terminate this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord then Rent shall promptly restore be abated on a reasonable basis as to that portion of the Premises and rendered untenantable by the Project as nearly as is commercially reasonable under Taking. In the circumstances to their condition prior to such partial Taking and the rentable square footage event of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price award, compensation or award proceeds from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to or loss of Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectTrade Fixtures.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord either Party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant▇▇▇▇▇▇’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as Landlord determines may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part more than 20% of the Premises or the Project is should be taken for ------------ any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domaindomain or otherwise, or by private purchase should be sold in lieu thereof (a “Taking” or “Taken”)of condemnation, and then either party hereof shall have the Taking would in Landlord’s reasonable judgmentright, either prevent or materially interfere with Tenant’s use at its option, to terminate this Lease as of the date when physical possession of the Premises or materially interfere with or impair Landlord’s ownership or operation of is taken by the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datecondemning authority. If part 20% or less of the Premises shall be Taken, and is so taken or sold or if this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage upon any taking or sale of the Building, the rentable square footage greater than 20% of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during (including an appropriate adjustment of the unexpired Term Pro Rata Share) shall be reduced abated in proportion to the portion of the Premises which is rendered untenantable by such extent as may be fair condemnation and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightshall, to the extent that same Landlord deems feasible and if permitted by Landlord's mortgagee, ground lessor or other secured parry, restore the Premises to substantiallv its former condition, but Landlord shall not diminish Landlord’s award, in any event be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Landlord as compensation as for such taking. If any part of the Project other than the Premises may be separately awarded so taken or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturessold, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise Landlord shall have pursuant to any provision of state law the right at its option to terminate this Lease upon a partial Taking as of the Premises date when physical possession of such part of the Project is taken by the condemning authority. Al1 amounts awarded upon taking of any part or all of the Project or the ProjectPremises shall belong to Landlord and Tenant shall not be entitled to, and expressly assigns all claims, rights and interests to, any such compensation to Landlord.

Condemnation. If (a) In the whole event of a taking of all or any material part a substantial portion of the Premises or (so that the Project untaken portion is taken unsuitable for any public or 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”), the continued feasible and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use economic operation of the Premises or materially interfere with or impair Landlord’s ownership or operation of by Tenant for substantially the Projectsame purposes as immediately prior to such taking), then upon written notice by Landlord this Lease shall automatically terminate and Rent all rent and other sums payable by Tenant hereunder shall be apportioned as and paid through and including the date of said date. If part such taking. (b) In the event of a taking, and in the event this Lease remains in full force and effect, Landlord shall, with due diligence and in good and workmanlike manner, to the extent of the Premises shall be Takenproceeds actually received by Landlord, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage remaining portion of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced on a temporary basis, to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, a tenantable condition. (c) Landlord shall be entitled to receive the entire price all awards, damages, compensation or award from proceeds payable by reason of any such Taking without any payment to Tenanttaking, and Tenant shall not be entitled to any portion thereof, and shall have no claim for, and hereby assigns to transfers, assigns, conveys and sets over unto Landlord Tenant’s all of its right, title and interest, if any, in such or to any award. , damages, compensation or proceeds payable by reason of any taking; and, without limiting the generality of the foregoing, Tenant shall have no claim, against Landlord or the rightcondemning authority, or otherwise, for any award, damages, compensation or proceeds for (i) the value of any unexpired term of this Lease, or (ii) the value of any fixtures or improvements installed by Tenant in the Premises. Nothing herein shall be construed, however, to the extent that same shall not diminish Landlord’s award, to make a separate preclude Tenant from prosecuting any claim directly against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for loss of business, moving expenses expenses, damage to, and damage to Tenant’s cost of removal of, trade fixtures, if a separate award for such items is made furniture and other personal property belonging to Tenant. ; provided, however, that Tenant hereby waives shall make no claim which shall diminish or adversely affect any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises award claimed or the Projectreceived by Landlord.

Condemnation. If the whole or any material part of the Premises or the Project is premises shall be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domaindomain with or without litigation, or transferred by private purchase agreement in lieu connection with such public or quasi-public use, this lease, as to the part so taken or condemned or transferred, shall terminate as of the date possession thereof (a “Taking” or “Taken”), shall vest in the condemnor and the Taking would Basic Rent payable hereunder shall be adjusted so that Lessee shall be required to pay for the remainder of the term only such portion of the minimum rent as the area in Landlord’s reasonable the part remaining after the taking or condemnation bears to the area of the entire premises as of the date possession thereof vests in the condemnor. In the event of such taking of condemnation by judgment, either prevent verdict or materially interfere with Tenant’s use of agreement, Lessor shall have the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord option to terminate this Lease shall terminate and Rent shall be apportioned lease as of said date, or if all of the premises shall be so taken or condemned or such part thereof be so taken or condemned so that there does not remain a portion susceptible of occupation hereunder, this lease shall thereupon terminate. If All compensation awarded upon such condemnation or taking shall go to Lessor and Lessee shall have no claims thereto and Lessee hereby irrevocably assigns and transfers to Lessor any right to compensation or damages to which Lessor may become entitled during the term hereof by reason of the condemnation of all or a part of the Premises premises. If Lessee’s leasehold interest in the premises or any part thereof shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage taken by condemnation without a taking of the Buildingfee this lease shall not terminate and Lessee shall continue to pay in full the rent provided for herein, in the rentable square footage manner and at the times herein specified and, except only to the extent that Lessee is prevented from so doing by reason of any order of the Premisescondemning authority, Tenant’s Share Lessee shall continue to perform and observe all of Operating Expenses the other covenants, agreements, terms and provisions of this lease as though such taking had not occurred. In the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon event of any such Takingtaking, Landlord Lessee shall be entitled to receive the entire price amount paid by the governmental authority with respect to governmental occupancy during the term of this lease (whether paid by the authority as damages, rent or award from otherwise), Lessor’s right to damages being limited to its reversion and in the event any such Taking without governmental occupancy extends beyond the date of termination of this lease, all such amounts paid by the governmental authority shall be prorated as of the date of termination of the lease. Lessee covenants that at the termination of any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, limited or specified period prior to the extent that same shall not diminish Landlord’s awardexpiration of this lease, to make a separate claim against Lessee will, at its sole cost and expense, restore the condemning authority (but not Landlord) for such compensation premises and improvements thereon as nearly as may be separately awarded or recoverable by Tenant for moving expenses and damage reasonably possible to Tenant’s trade fixtures, if a separate award for the condition which the same were in prior to such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projecttaking.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord either party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesfixtures and any improvements made and paid for by Tenant, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s 's reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s 's Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises premises shall be taken or the Project is taken condemned for any a public or quasi-public use under governmental lawuse, ordinanceand a part remains which is susceptible of occupation, or regulationthis Lease shall, or by right as to the part so taken, terminate as of eminent domain, or by private purchase the date title shall vest in lieu thereof (a “Taking” or “Taken”)the condemnor, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use rent payable hereunder shall be adjusted so that the Tenant shall be required to pay for the remainder of the Premises or materially interfere with or impair Landlord’s ownership or operation Lease term only such portion of such rent as the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as number of said date. If square feet in the part remaining after the condemnation bears to the number of square feet in the Premises shall be Taken, and this Lease is not terminated as provided aboveentire leased premises at the date of condemnation; but in such event, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law option to terminate this Lease upon a partial Taking as of the Premises date when title to the part so condemned vests in the condemnor. If all the leased premises, or such part thereof must be taken or condemned so that there does not remain a portion susceptible for occupation, this Lease shall terminate. If a part or all of the premises be taken or condemned, all compensation awarded upon such condemnation or taking shall go to the Landlord and the Tenant shall have no claim to such. Tenant hereby expressly waives, relinquishes and releases to Landlord any claim for damages or other compensation to which Tenant might otherwise be entitled because of any such taking or limitation of the leasehold estate hereby created and irrevocably assigns and transfers to the Landlord any right to compensation or damages to which the Tenant may be entitled by reason of the condemnation of all or a part of the premises or the Projectleasehold estate.

Condemnation. If the whole or any material part more than twenty percent (20%) of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgmentprevents or materially interferes with the use of the remainder of the Premises for the purpose for which they were leased to Tenant, either party may terminate this Lease by delivering to the other written notice thereof within thirty (30) days after the Taking, in which case Rent shall be abated during the unexpired portion of the Term, effective on the date of such Taking. If (i) less than twenty percent (20%) of the Premises are subject to a Taking, or (ii) the Taking does not prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part remainder of the Premises shall be Takenfor the purpose for which they were leased to Tenant, and then neither party may terminate this Lease is not terminated as provided aboveLease, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and but the Rent payable hereunder during the unexpired portion of the Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon All compensation awarded for any such Taking, Landlord Taking shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantproperty of Landlord, and Tenant hereby assigns any interest it may have in any such award to Landlord; however, Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, no interest in any separate award made to the extent that same shall Tenant (which does not diminish reduce Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded loss of Tenant’s business or recoverable by Tenant goodwill, for moving expenses and damage to the taking of Tenant’s trade fixtures, or on account of Tenant’s moving and relocation expenses and depreciation to and removal of Tenant’s physical personal property, if a separate award for such items is made to Tenant. , and Tenant hereby waives any and all rights it might otherwise shall have pursuant the right to any provision of state law to terminate this Lease upon file a partial Taking of separate claim against the Premises or the Projectcondemning authority for such items.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right the exercise of the power of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of domain so as to render the Premises unsuitable for business in the reasonable opinion of Tenant or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord the term of this Lease shall terminate and Rent shall be apportioned as of said datethe date possession is taken by the condemnor. If part In the event of a partial taking or condemnation which is not extensive enough to render the Premises shall be Takenunsuitable for business in the reasonable opinion of Tenant or Landlord, and this Lease is not terminated as provided above, then Landlord shall promptly restore the Premises to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking and this Lease shall continue in full force and effect and the Project as nearly as is commercially reasonable under rent shall be reduced in the circumstances to their condition prior to such partial Taking and proportion that the rentable square footage part of the Building, Premises which is taken bears to the rentable square footage original area of the Premises. Notwithstanding the foregoing, Tenant’s Share in no event shall Landlord be required to expend more than the amount of Operating Expenses and any condemnation award it receives to restore the Rent payable hereunder during Premises after a taking or condemnation. Each party agrees to notify the unexpired Term other of a threatened condemnation promptly upon becoming aware of it. In the event of any condemnation or taking whether whole or partial, the Tenant shall be reduced to such extent not, except as may be fair and reasonable under provided in the circumstances. Upon any such Takingnext sentence, Landlord shall be entitled to any part of the award paid for such condemnation and Landlord is to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in full amount of such award. Provided, however, the Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make a separate claim against and recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses in Tenant's own right on account of any and all damage to Tenant’s trade 's business by reason of the condemnation (including, without limitation, any award for business relocation) and for or on account of any loss or cost to which Tenant might be put in removing or replacing Tenant's merchandise, furniture, fixtures, if leasehold improvements or equipment. Landlord shall not be liable to Tenant for any damages Tenant may suffer as a separate award for result of any condemnation or taking, including without limitation the value of the unexpired lease term with respect to all or such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking part of the Premises affected by the taking or the Projectcondemnation.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord from either party to the other party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part substantially the whole of the Premises Building or the Project is Leased Premises should be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domain, domain or by private purchase otherwise or should be sold in lieu thereof (a “Taking” or “Taken”)of condemnation, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use then this Lease Agreement shall terminate as of the Premises or materially interfere with or impair Landlord’s ownership or operation date when physical possession of the ProjectBuilding or the Leased Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building or the Leased Premises is thus taken or sold, then upon Tenant (whether or not the Leased Premises are affected thereby) may terminate this Lease Agreement by giving written notice by Landlord thereof to Landlord, in which event this Lease Agreement shall terminate and Rent as of the date when physical possession of such portion of the Building or Leased Premises is taken by the condemning authority. If this Lease Agreement is not so terminated upon any such partial taking or sale, the rent payable hereunder shall be apportioned as of said date. If part diminished by an equitable amount based on the portion of the Leased Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interesttaken, if any, in such award. Tenant shall have the rightand Landlord shall, to the extent that same Landlord deems feasible, restore the Building and the Leased Premises to substantially their former condition, but in no event shall not diminish Landlord’s award, Landlord be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Landlord as compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantdamage. Tenant hereby waives any and all rights it might otherwise have pursuant to If this Lease should be terminated under any provision of state law this Section, Rent shall be payable up to terminate this Lease upon a partial Taking of the Premises or date that possession is taken by the Projecttaking authority, and Landlord will refund to Tenant any prepaid, un accrued Rent less any sum then owing by Tenant to Landlord.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” "TAKING" or “Taken”"TAKEN"), and the Taking would would, in Landlord’s reasonable Tenant's judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or for the Permitted Use or, in Landlord's judgment, materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice Notice by Landlord either party to the other party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired portion of the Term or any Term Extension shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole or any material part of the Premises shall be acquired or the Project is taken condemned by eminent domain for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase purpose (a sale in lieu thereof of condemnation to be deemed a taking for the purposes of this Paragraph 14), then the Term shall cease and terminate as of the date of possession being required by the condemning authority and all Basic Rent and Additional Rent shall be paid through that date. (a “Taking” b) If any material part of the Premises or “Taken”)Building shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation Building for the purpose for which they are then being used, then the Term shall cease and terminate as of the Project, then upon written notice date of possession being acquired by Landlord this Lease shall terminate the condemning authority and all Basic Rent and Additional Rent shall be apportioned as of said paid through that date. If part In the event of the Premises shall be Taken, and this Lease a partial taking or condemnation. which is not terminated extensive enough to render the Lease terminable as provided above, then Landlord shall promptly restore the Premises (but not the Tenant Improvements, any Alterations or Tenant’s Property) or cause same to be restored to make the remaining portions of the Premises (outside the Building) reasonably functional, and with respect to the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage remaining portions of the Building, to cause the rentable square footage same to be an architectural whole, and this Lease shall continue in full force and effect, except that the Basic Rent shall be equitably adjusted to the extent of the taking that affected the Premises. Notwithstanding the foregoing, TenantL▇▇▇▇▇▇▇’s Share of Operating Expenses obligation to restore or cause restoration hereunder exists (i) only if and/or to the extent that the condemnation or similar award received by Landlord is sufficient to compensate Landlord for its restoration costs, and/or (ii) the area unaffected by the condemnation may, as determined by Landlord’s reasonable judgment, be restored as a profitable and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, self-functioning premises. (c) Landlord shall be entitled to receive the entire price award for any claim for a taking (or award from the proceeds of private sale in lieu thereof) of the Premises or for any such Taking portion of the Building, without any payment to Tenant, and Tenant hereby assigns to Landlord deduction or offset for Tenant’s estate or interest; provided, if anyhowever, Tenant may, in such award. a separate proceeding, make a separate claim for the unamortized portion of any Alterations paid for by Tenant shall have the rightwith no reimbursement from Landlord, trade fixtures and other Tenant’s Property and Tenant’s moving, relocation and other business expenses (including loss of lease value) to the extent that same shall Tenant’s claim does not diminish the claims or awards of Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by either Landlord or Tenant this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part more than twenty per cent (20%) of the Demised Premises or the Project is taken by any governmental agency or corporation vested with the right of exercise of eminent domain, whether such taking be effected by Court action or by settlement with the agency exercising or threatening to exercise such power and if the property so taken renders the remainder of the Demised Premises unfit for the use thereof by Tenant, then Tenant shall have the option to terminate this Lease, which option must be exercised by notice in writing, received by Landlord within sixty (60) days of such taking. If the Tenant shall not elect to terminate, or if the taking does not interfere with Tenant's use of the Demised Premises to the extent Tenant does not have an option to terminate, there shall be an adjustment of all rents reflecting on a pro-rata basis any reduction in the Demised Premises. If the whole of the Demised Premises shall be acquired or condemned by eminent domain for any public or quasi-public use under governmental lawor purpose, ordinance, then the Term of the Lease shall cease and terminate as of the date of title vesting in such public or regulation, or by right quasi public entity and all rents shall be paid up to that date and Tenant shall have no claim against (Landlord nor the condemning authority unless such claim does not diminish the value of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent claim) for the value of any unexpired Term of this Lease. In the event of a partial taking or materially interfere with Tenant’s use condemnation which is not extensive enough to render the Demised Premises unsuitable for the business of the Premises or materially interfere with or impair Landlord’s ownership or operation of Tenant, the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Demised Premises to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, and this Lease shall continue in full force and effect with the Project rents proportionally adjusted. If the whole, or a substantial part, as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage determined by Landlord in its sole discretion, of the Buildingcommon parking areas shall be acquired or condemned as aforesaid, then the term of this Lease shall cease and terminate as of the date of title vesting in such public or quasi public entity unless Landlord shall take immediate steps to provide other suitable parking facilities. In the event that Landlord shall provide such other parking facilities, then this Lease shall continue in full force and effect without any reduction or abatement of rent. In the event of any condemnation or taking as aforesaid, whether whole or partial, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term Tenant shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall not be entitled to any part of the award paid for such condemnation and Landlord is to receive the entire price or award from any full amount of such Taking without any payment to Tenantaward, and the Tenant hereby assigns expressly waiving any right or claim to Landlord Tenant’s interestany part thereof. Although all damages in the event of any condemnation are to belong to the Landlord, if anywhether such damages are awarded as compensation for diminution in value of the leasehold or to the fee of the Demised Premises, in such award. Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make a separate claim against and recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses in Tenant's own right on account of any and all damage to Tenant’s trade 's business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, if a separate leasehold improvements and equipment, provided such award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of does not reduce the Premises or the ProjectLandlord’s award.

Condemnation. If (a) all of the whole or Premises are Taken, (b) any material part of the Premises or the Project is taken for any public or 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”), Taken and the Taking would remainder is insufficient in Landlord’s reasonable judgment, either prevent or materially interfere with and Tenant’s use reasonable opinion for the reasonable operation of Tenant’s business, or (c) any part of the Premises or materially interfere with or impair Property is Taken, such that, in Landlord’s ownership and Tenant’s reasonable opinion, Tenant is not able to reasonably operate its business in the Premises, or operation of the Projectcondemnation proceeds are insufficient to restore the remainder, then upon written notice by Landlord this Lease shall terminate as of the date the condemning authority takes possession. If this Lease is not terminated, Landlord shall restore the Property, including the Building, the Premises and Tenant Improvements, as applicable, to a condition as near as reasonably possible to the condition prior to the Taking, the Rent shall be apportioned as abated for the period of said date. If time all or a part of the Premises shall be Takenis untenantable in proportion that such rentable square foot area that is untenantable bears to the rentable square foot area of the Premises, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced amended appropriately. The compensation awarded for a Taking shall belong to such extent as may be fair and reasonable under the circumstances. Upon any such TakingLandlord, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. except Tenant shall have the rightright to make a claim for its personal property, fixtures and equipment and any moving expenses, but only to the extent that same shall does not diminish Landlord’s award. Except for any such claim, to make a separate claim Tenant hereby assigns all claims against the condemning authority (to Landlord, including, but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage limited to, any claim relating to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectleasehold estate.

Condemnation. If as the whole result of a taking by condemnation or any material part similar legal action of an Authority (a) all of the Premises, or so much thereof as renders the Premises wholly unusable by Tenant, is taken, (b) a portion of the Building or the Project Land is taken, resulting in Tenant no longer having reasonable access to or use of the Premises, (c) all or substantially all of the Building or the Land is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right (d) a portion of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would Building is taken resulting in Landlord’s reasonable judgmentdetermination to demolish the Building, either prevent or materially interfere with Tenant’s use the Term shall expire on the date of the Premises or materially interfere with or impair Landlord’s ownership or operation vesting of title. In that event, the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part the date of the Premises termination and any Rent paid by Tenant to Landlord for any period after that date shall be Taken, and this Lease is not terminated as provided above, promptly refunded by Landlord shall promptly restore to Tenant. In the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to event of any such partial Taking and the rentable square footage taking of the Building, the rentable square footage all or any part of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during Building or the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such TakingLand, Landlord shall be entitled to receive the entire price award. Tenant shall have no claim against Landlord or award from any such Taking without any payment to Authority for the value of the unexpired portion of the Term or Tenant’s Work, and Tenant hereby assigns to Landlord all of its right in and to any such award. Tenant may, however, at Tenant’s interestexpense, make a separate claim to the appropriate Authority for the value of Tenant’s Property and for moving expenses, provided such claim and award, if any, do not result in such awarda reduction of the award which would otherwise be paid to Landlord. Tenant shall have If a taking does not result in the righttermination of this lease (a) Landlord shall, to the extent that same shall not diminish at Landlord’s awardexpense, to make a separate claim against as soon as practicable, restore that part of the condemning authority Premises, the Building or the Land not taken, so that the Premises are usable, and (but not Landlordb) for such compensation from and after the date of the vesting of title, the Rent shall be reduced in the same proportion as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesthe area of the Premises, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectany, which was taken.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, 's judgment either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is shall be taken for any public or quasi-public use use, under governmental law, ordinance, or regulation, any statute or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and only a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the Taking would part so taken, terminate as of the day before title vests in Landlord’s reasonable judgmentthe condemnor or purchaser ("Vesting Date") and Base Monthly Rent payable hereunder shall be adjusted so that Tenant is required to pay for the remainder of the Lease Term only such portion of Base Monthly Rent as the value of the part remaining after such taking bears to the value of the entire Premises prior to such taking; but in such event, either prevent or materially interfere with Tenant shall have the option to terminate this Lease as of the Vesting Date if the portion remaining is not long suitable for Tenant’s use 's use. If all of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectsuch part thereof be taken so that there does not remain a portion susceptible for occupation hereunder, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateon the Vesting Date. If part or all of the Premises be taken, all compensation awarded upon such taking shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances go to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to TenantLandlord, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightno claim thereto; but Landlord shall cooperate with Tenant, without cost to Landlord, to the extent that same shall not diminish Landlord’s awardrecover compensation for damage to or taking of any Alterations, to make a separate claim against the condemning authority (but not Landlord) Tenant Improvements paid for such compensation as may be separately awarded or recoverable by Tenant from sources other than the Work Allowance, or for Tenant's moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantcosts. Tenant hereby waives the provisions of California Code of Civil Procedures Section 1265.130 and any other similarly enacted statue, and all rights it might otherwise have pursuant to any provision the provisions of state law to terminate this Lease upon a partial Taking Section 16 shall govern in the case of the Premises or the Projectsuch taking.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord “Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and expenses, damage to Tenant’s trade fixtures, or other compensable property interest authorized by applicable Legal Requirements, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole or any material substantial part of the Premises or the Project is Building should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of Building for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the legal taking shall be apportioned occur as if the date of said date. such taking were the date originally fixed in the Lease for the expiration of the Term. (b) If the part of the Premises or Building shall be Takentaken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . (c) In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded allocated to their respective interests in any condemnation precedings; provided that Tenant shall not be entitled to receive any award for the loss of any improvements paid for by Landlord or recoverable for Tenant's loss of its leasehold interest, the right to such award as to such items being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole all or any material part portion of the Project or Premises or are taken by eminent domain so that the Project is taken Premises cannot be reasonably used by Tenant for the purposes for which they are demised, then at the option of either party this Lease may be terminated effective as of the date of the taking and all Rent reserved hereunder shall be paid to the date of such taking. The entire award for any public total or quasi-public use under governmental law, ordinance, partial taking shall be paid to and retained by Landlord. If any condemnation proceeding shall be instituted in which it is sought to take or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation damage any part of the Project, then upon written notice or if the grade of any street or alley adjacent to the Project is changed by Landlord this Lease shall terminate any competent authority and Rent shall be apportioned as such change of said date. If part of grade makes it necessary or desirable to remodel the Premises shall be Taken, and this Lease is not terminated as provided aboveProject to conform to the changed grade, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law right to terminate this Lease upon not less than ninety (90) days' notice prior to the date of termination designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for said termination, and the Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by said eminent domain proceeding. Notwithstanding the foregoing, Tenant shall have the right to pursue any award attributable to a partial Taking taking of any of Tenant's personal property or equipment if the Premises pursuit by Tenant of any such award does not interfere with Landlord's condemnation award or the Projectits pursuit thereof.

Condemnation. (a) If the whole all or any material part substantially all of the Premises Project or the Project Building is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, regulation or by right of eminent domain, domain or by private purchase is sold to the condemning authority in lieu thereof (a “Taking” or “Taken”)of condemnation, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use then this Lease terminates as of the Premises or materially interfere with or impair Landlord’s ownership or operation date which is 7 days prior to the date when physical possession of the Projectportion of the Building or Project is taken by the condemning authority. If less than all or substantially all of the Project or the Building is taken or sold, then upon written notice by Landlord (whether or not the Leased Premises are affected) may terminate this Lease shall terminate and Rent shall be apportioned by giving notice to Tenant within 90 days after the right of election accrues, in which event this Lease terminates as of said date. If part the date which is 7 days prior to the date when physical possession of the Premises shall be Taken, portion of the Building and Project is taken by the condemning authority. (b) If this Lease is not terminated as provided aboveupon any taking or sale of less than all or substantially all of the Project: (1) the Rent reduces by an amount representing that part of the Rent properly allocable to the portion of the Leased Premises taken or sold; and (2) Landlord shall, Landlord shall promptly at Landlord's sole expense, restore the Premises and Project to substantially its former condition to the extent reasonably deemed feasible by Landlord, but: (A) Landlord's restoration obligation does not exceed the scope of the work done by Landlord in originally constructing the Project as nearly as and installing Standard Improvements in the Leased Premises; and (B) Landlord is commercially reasonable under not required to spend for the circumstances to their condition prior to such partial Taking and the rentable square footage work an amount in excess of the Building, amount received by Landlord as compensation or damages (over and above amounts going to the rentable square footage mortgagee of the Premises, Tenant’s Share property taken) for the part of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Project so taken. (C) Landlord shall be is entitled to receive all of the entire price compensation awarded upon a taking of any part or all of the Project, including any award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardfor the value of the unexpired Lease Term. Tenant shall have the rightis not entitled to and expressly waives all claim to any compensation; provided, Tenant is entitled to receive any award for damages to the extent that same shall Tenant Improvements not diminish paid for by Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is shall be taken for any public or quasi-public use use, under governmental law, ordinance, or regulation, any statute or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and only a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the Taking would in Landlord’s reasonable judgmentpart so taken, either prevent or materially interfere with Tenant’s use terminate as of the Premises day before title vests in the condemnor or materially interfere with or impair Landlord’s ownership or operation purchaser ("Vesting Date") and Base Monthly Rent payable hereunder shall be adjusted so that Tenant is required to pay for the remainder of the Project, then upon written notice by Landlord this Lease shall terminate and Term only such portion of Base Monthly Rent shall be apportioned as of said date. If part the value of the part remaining after such taking bears to the value of the entire Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such taking. Further, in the event of any such partial Taking and the taking of any rentable square footage of the Building, Premises that could reasonably be expected to have a material adverse effect on the rentable square footage intended use of the PremisesPremises by Tenant, Tenant’s Share either Party shall have the option to terminate this Lease as of Operating Expenses and the Rent payable hereunder during Vesting Date. If all of the unexpired Term Premises or such part thereof be taken so that there does not remain a portion susceptible for occupation hereunder, this Lease shall terminate on the Vesting Date. If part or all of the Premises be reduced taken, all compensation awarded upon such taking shall go to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to TenantLandlord, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightno claim thereto; except Landlord shall cooperate with Tenant, without cost to Landlord, to the extent that same shall not diminish Landlord’s awardrecover compensation for damage to or taking of any Alterations, to make a separate claim against the condemning authority (but not Landlord) Tenant Improvements paid for such compensation as may be separately awarded or recoverable by Tenant from sources other than the Work Allowance, or for Tenant's moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantcosts. Tenant hereby waives the provisions of California Code of Civil Procedures Section 1265.130 and any other similarly enacted statue, and all rights it might otherwise have pursuant to any provision the provisions of state law to terminate this Lease upon Section 16 shall govern in the case of a partial Taking of the Premises or the Projecttaking.

Condemnation. If (a) all of the whole or Premises are Taken (as defined hereunder), (b) any material part of the Premises or the Project is taken for any public or 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”), Taken and the Taking would remainder is insufficient in Landlord’s opinion for the reasonable judgment, either prevent or materially interfere with operation of Tenant’s use business, or (c) any of the Premises Property is Taken, and, in Tenant or materially interfere with or impair Landlord’s ownership opinion, it would be impractical or operation of the Projectcondemnation proceeds are insufficient to restore the remainder, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date the condemning authority takes possession. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightterminated, to the extent that same proceeds are paid to Landlord and made available by the holder of a Mortgage on the Land or the Building, Landlord shall not diminish restore the Building to a condition as near as reasonably possible to the condition prior to the Taking, the Minimum Annual Rent shall be abated for the period of time all or a part of the Premises is untenantable in proportion to the square foot area untenantable, and this Lease shall be amended appropriately. The compensation awarded for a Taking shall belong to Landlord’s award. Except for any relocation benefits to which Tenant may be entitled, to make a separate claim Tenant hereby assigns all claims against the condemning authority (to Landlord, including, but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage limited to, any claim relating to Tenant’s trade fixtures, if leasehold estate. “Taken” or “Taking” means acquisition by a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision public authority having the power of state law to terminate this Lease upon a partial Taking eminent domain by condemnation or conveyance in lieu of the Premises or the Projectcondemnation.

Condemnation. If If, during the whole Term or any material extension thereof, all or a substantial part of the Premises or the Project is are taken for any public or quasi-public use under any governmental law, ordinanceordinance or regulation or by right of eminent domain, or are conveyed to the condemning authority under threat of condemnation, this Lease will terminate and the monthly installments of Rent will be abated during the unexpired portion of the Term, effective on the date of the taking. If less than a substantial part of the Premises is taken for public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)is conveyed to the condemning authority under threat of condemnation, and the Taking would in Landlord, at Landlord’s reasonable judgmentoption, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon may terminate this Lease by delivering a written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateto Tenant. If part of the Premises shall be Taken, and Landlord does not terminate this Lease is not terminated as provided aboveLease, Landlord shall promptly promptly, at Landlord’s expense, restore and reconstruct the Premises buildings and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingimprovements (other than leasehold improvements made by Tenant or any assignee, the rentable square footage subtenant or other occupant of the Premises, Tenant’s Share ) situated on the Premises in order to make the same reasonably suitable for the Permitted Use. The monthly installments of Operating Expenses and the Rent payable hereunder under this Lease during the unexpired portion of the Term shall will be reduced to such extent as may be fair adjusted equitably. Landlord and reasonable under the circumstances. Upon any such Taking, Landlord shall Tenant will each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, separate awards and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation portions of lump sum awards as may be separately awarded or recoverable by Tenant for moving expenses and damage allocated to Tenant’s trade fixtures, if a separate award for such items is made to Tenanttheir respective interests in any condemnation proceeding. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision The termination of state law to terminate this Lease upon a partial Taking will not affect the rights of the Premises or the Projectparties to those awards.

Condemnation. If a taking renders the whole or Building reasonably unsuitable for the Permitted Use, this Lease shall, at either party’s option exercised by written notice to the other within thirty (30) days after such taking, terminate as of the date title to condemned real estate vests in the condemner, the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to such date, all Rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any material part liability for any unaccrued obligations hereunder; provided, however, a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or the Project is taken for any public or quasi-public use under governmental lawshall be of such extent and nature as materially to handicap, ordinanceimpede, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with impair Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part balance of the Premises shall be Taken, and for its normal business operations. If this Lease is not terminated as provided aboveafter a condemnation, Landlord then notwithstanding anything to the contrary in this Lease, Fixed Rent and Additional Rent shall promptly restore be equitably reduced in proportion to the area of the Premises and that has been taken for the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage balance of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardTerm. Tenant shall have the rightright to make a claim against the condemner for moving expenses, business dislocation damages and loss of business to the extent that same shall such claim does not diminish reduce the sums otherwise payable by the condemner to Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takentaken or condemned by any competent authority for public or quasi public use or purpose, then, and in that event, the Term shall expire when the possession of the Premises so taken shall be required for such use or purpose. If any part, less than the whole, of the Premises shall be so taken or condemned, then, and in that event, either Landlord or Tenant shall have the option, exercisable by notice in writing to the other within sixty (60) days from the date of the notice to Landlord of the taking or condemnation, to terminate this Lease; and in the event said option to so terminate this Lease is exercised by either Landlord or Tenant, the Lease shall continue in effect with respect to the portion of the Premises not terminated taken or condemned unless the same is rendered untenantable (in Tenant’s reasonable determination) by such taking and condemnation or cannot be made tenantable (in Tenant’s reasonable determination) by repairs to be conducted by Landlord at its expense. In the event this Lease continues with reference to the portion of the Premises not taken, the rental specified hereunder shall be prorated and adjusted on a square footage basis. In the event that this Lease terminates by a taking or condemnation of the whole of the Premises or by the election on the part of Landlord as provided aboveherein, Landlord the current rental shall promptly restore in either case be apportioned to the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage date of termination of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancesLease. Upon any such Taking, Landlord shall be entitled to receive the entire price any and all awards and/or settlements that may be awarded on account of such taking or award from any such Taking without any payment to condemnation. Tenant, and Tenant hereby assigns to Landlord Tenant’s interesthowever, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make be prevented from making a separate claim against the condemning authority party (but not Landlordagainst Landlord ) for such compensation as any moving or relocation expenses, loss of profits, or taking of Tenant’s personal property (other than its leasehold estate) to which Tenant may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate entitled; provided that any such award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking shall not reduce the amount of the Premises or award otherwise payable to Landlord for the Projecttaking of the Building and Premises.

Condemnation. If the whole or any material part of the Premises Premises, the Building or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Building or Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then then’ upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, MA/TCR2 Therapeutics Inc. - Page 25 same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If Either party may terminate this Lease if the whole or any material part of the Premises shall be taken or the Project is taken condemned for any public or quasi-public use under governmental lawLaw, ordinance, by eminent domain or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and . 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 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 would and Landlord terminates all other leases in Landlord’s reasonable judgmentthe Building. In order to exercise its right to terminate the Lease, either prevent Landlord or materially interfere with Tenant’s use , as the case may be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the physical taking of the Premises or materially interfere with or impair Landlord’s ownership or operation the portion of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateBuilding or Property occurs. If part of the Premises shall be Taken, and this Lease is not terminated as provided aboveterminated, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage Rentable Square Footage of the Building, the rentable square footage Rentable Square Footage of the Premises, Premises and Tenant’s Pro Rata Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of Operating Expenses and the Rent payable hereunder 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 reduced to such extent as may be fair and reasonable under the circumstances. Upon property of Landlord, any such Taking, Landlord shall be entitled right to receive the entire price compensation or award from any such Taking without any payment to proceeds being expressly waived by Tenant. However, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make may file a separate claim against the condemning authority (but not Landlord) at its sole cost and expense for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesProperty and Tenant’s reasonable relocation expenses, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking provided the filing of the Premises or claim does not diminish the Projectaward which would otherwise be receivable by Landlord.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 (a) the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or Premises, (b) in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project or (c) as a result of such Taking, Landlord's mortgagee accelerates the payment of any indebtedness securing all or a portion of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances, and Landlord shall restore the Premises to its condition prior to the Taking; provided, however, Landlord's obligation to so restore the Premises shall be limited to the award Landlord receives in respect of such Taking that is not required to be applied to the indebtedness secured by a mortgage. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole entire premises under the Governing Agreements or any material part portion thereof leaves the Tenant Premises reasonably unfit for the normal conduct of the Premises business of Tenant, at any time during the Term of this Lease or Renewal Term, shall be taken by the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right exercise of a power of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall then terminate as of the date of title vesting in such proceeding, all Rent, Fees, Costs and Rent Taxes shall be apportioned paid up to that date, and Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term of this Lease, nor shall Landlord have any claim against Tenant for obligations relating to the unexpired portion of the Term. (b) In the event of any condemnation or taking as of said date. If aforesaid, whether whole or partial, Tenant shall not be entitled to any part of the Premises shall be Takenaward paid for such condemnation; Tenant hereby expressly waiving any right or claim to any part thereof. Although all such damages awarded in the event of any condemnation are to belong to Landlord, and this Lease is not terminated whether such damages are awarded as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage compensation for diminution in value of the Building, leasehold or to the rentable square footage fee of the leased Tenant Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make a separate claim against and recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to ▇▇▇▇▇▇ in Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives 's own right on account of any and all rights it might otherwise have pursuant damage to any provision of state law to terminate this Lease upon a partial Taking ▇▇▇▇▇▇'s business by reason of the Premises condemnation and for or the Projecton account of any cost or loss to which Tenant might be subject in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment.

Condemnation. (a) If the whole or any material a substantial part of the Premises Building shall be taken or the Project is taken condemned for any a public or quasi-public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, domain or by private purchase in lieu thereof by any competent authority, Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation or purchase including, without limit, any right of Tenant to damages for loss of its leasehold; all right of Tenant to damages therefor are hereby assigned by Tenant to Landlord. The foregoing shall not, however, deprive Tenant of any separate award for moving expenses, business dislocation damages or for any other award which would not reduce the award payable to Landlord. Upon the date the right to possession shall vest in the condemning authority, this Lease shall automatically cease and terminate with rent adjusted to such date and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. (a “Taking” or “Taken”), and b) In the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use event of any temporary eminent domain taking of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectany part thereof for temporary use, then upon written notice by Landlord this Lease shall terminate and Rent not be affected in any manner, the Term shall not be apportioned as of said date. If part of the Premises shall be Takenreduced, and the Tenant shall continue to pay in full the Fixed Rent, additional rent and all other sums of money and charges in this Lease is not terminated as reserved and provided above, Landlord shall promptly restore the Premises to be paid by Tenant and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall be entitled to receive for itself such portion of any eminent domain award made for such temporary use with respect to the entire price period of the taking which is within the Term; provided that if such temporary taking shall remain in full force at the expiration or earlier termination of this Lease, the award from any such Taking without any payment to Tenant, shall be apportioned between Landlord and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, proportion to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking respective portions of the Premises or period of temporary taking which falls within the ProjectTerm and which falls outside the Term.

Condemnation. If (a) all of the whole Premises are Taken, (b) any part of the. Premises is Taken and the remainder is insufficient in Landlord’s or Tenant’s good faith opinion for the reasonable operation of Tenant’s business, or (c) any material of the Property is Taken, and, in Landlord’s opinion, it would be impractical or the condemnation proceeds are insufficient to restore the remainder, then this Lease shall terminate as of the date the condemning authority takes possession and Landlord shall promptly refund any portion of the Minimum Annual Rent and Annual Operating Expenses attributable to periods after the termination date. If this Lease is not terminated, Landlord shall restore the Building to a condition as near as reasonably possible to the condition prior to the Taking, the Minimum Annual Rent shall be abated for the period of time all or a part of the Premises or is untenantable in proportion to the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use square footage of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takenarea untenantable, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced amended appropriately. The compensation awarded for a Taking shall belong to such extent as may be fair and reasonable under the circumstancesLandlord. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim all claims against the condemning authority (to Landlord, including, but not limited to, any claim relating to T▇▇▇▇▇’s leasehold estate. Notwithstanding the foregoing, nothing herein shall prohibit Tenant from making its own claim for relocation damages and loss of fixtures and improvements, provided that the same does not affect Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectclaim.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord or Tenant this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures and other matters, if a separate award for such items is made to Tenant. Tenant hereby waives Notwithstanding anything contained herein to the contrary, Landlord shall use a reasonable portion of any and all rights condemnation proceeds it might otherwise have pursuant receives to repair any provision of state law damage to terminate this Lease upon a partial Taking of the Premises or the Projectcaused by such condemnation.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or quasi-public 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking Notwithstanding the foregoing, if the part of the Premises or the ProjectProject so Taken shall contain more than fifteen percent (15%) of the total area of the Premises and in Tenant's reasonable judgment, such Taking would materially interfere with or impair Tenant's operations at the Premises, or if by reason of such Taking, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may give to Landlord within thirty (30) days of such Taking, notice of termination of this Lease.

Condemnation. If the whole The proceeds of all awards, payments, and claims for damages, direct or consequential, in connection with any material part condemnation or other taking of the Premises all or the Project is taken for a portion of any public or quasi-public use under governmental law, ordinanceComponent Site, or regulation, or by right of eminent domain, or by private purchase for conveyances in lieu thereof (a “Taking” or “Taken”)of condemnation, which may become due with respect to the Receivables are hereby assigned to and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datepaid to Buyer. If part of the Premises shall be Taken, and this Lease Buyer is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as authorized (but is commercially reasonable under the circumstances no obligation) to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon collect any such Takingproceeds. Buyer may, Landlord shall be entitled in its sole discretion, elect to receive apply the entire price or award from net proceeds of any such Taking without any payment to Tenant, condemnation award (after deduction of Buyer's reasonable costs and Tenant hereby assigns to Landlord Tenant’s interestexpenses, if any, in collecting the same) in reduction of the Indebtedness in such awardorder and manner as Buyer may elect, whether due or not. Tenant The Project Documents and Contracts shall have contain provisions which will require disbursement of condemnation proceeds in accordance with this Section, which provisions shall not be modified in any way or deleted without the right, prior written consent of Buyer. In no event shall the Project Documents or any Contract permit disbursement of the condemnation proceeds for any Interval or Los Abrigados Interval financed through a Contract directly to such Purchaser to the extent that same shall not diminish Landlord’s awardany unpaid balance is due on such Contract. Notwithstanding the foregoing requirements of Section 5.3 ("Condemnation Requirements"), since some of the Project Documents existing on the Effective Date fail to make a separate claim against comply with the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses Condemnation Requirements, Seller, Los Abrigados, each Component Site Developer, and damage the Club hereby pledge to Tenant’s trade fixturesBuyer all of their right, if a separate award for such items is made title, and interest in and to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant condemnation proceeds with respect to each Component Site and the Club. Seller represents and warrants to Buyer that all Project Documents for any provision of state law to terminate this Lease upon a partial Taking additional Component Site which are not existing as of the Premises or Effective Date shall comply with the ProjectCondemnation Requirements.

Condemnation. If the whole all or any material part substantially all of the Premises or any portion of the Project Building which shall render the Premises substantially unusable is taken for any public by exercise of the power of condemnation or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or conveyed by private purchase Landlord in lieu thereof of such exercise, this Lease shall terminate on the day before (a the “Taking” or “TakenCondemnation Termination Date”), and ) the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use earlier of the date upon which the condemning authority takes possession of the Premises or materially interfere with or impair Landlord’s ownership or operation such portion of the ProjectBuilding, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateor the date on which title to the same is vested in the condemning authority. If part more than 25% of the rentable area of the Premises is so taken, Tenant shall be Takenhave the right to terminate this Lease by written notice to Landlord given within 20 days after the Condemnation Termination Date. If more than 25% of the Building, and but not the Premises, is so taken, Landlord may terminate this Lease by written notice to Tenant given within 20 days after the Condemnation Termination Date. If this Lease is not terminated as provided aboveunder this Section, Landlord any such taking shall promptly restore the Premises and the Project as nearly as is commercially reasonable be deemed to be a Casualty to be treated under the circumstances to their condition prior to provisions of Section 18. In the event of any such partial Taking and the rentable square footage of the Buildingtaking, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term entire award shall be reduced paid to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to TenantLandlord, and Tenant shall have no right or claim to any part of such award, including awards for the taking of Common Areas; and hereby assigns all such awards to Landlord Tenant’s interestLandlord; however, if any, in such award. Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make assert a separate claim against the condemning authority in a separate action, so long as Landlord’s award is not reduced by such claim, for (but not Landlorda) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award moving expenses; (b) leasehold improvements paid for such items is made to by Tenant; and (c) Tenant’s leasehold estate. Tenant hereby expressly waives any all claims against Landlord relating to a partial or total taking of Tenant’s leasehold estate by such condemning authority and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectexpenses and losses related thereto.

Condemnation. If the whole entire Project or any material part of the Premises or the Project is are taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, domain or conveyed by private purchase Landlord in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date of the Taking. If part of the Premises shall be Takenany material portion, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and less than all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Building, become subject to a Taking and such Taking will render the Premises untenantable for a period of more than one hundred eighty (180) days, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within thirty (30) days after the Taking, and all Rent paid or payable hereunder shall be apportioned between Landlord and Tenant as of the date of such Taking. If any material portion, but less than all, of the Project, Building or the Premises becomes subject to a Taking, or if Landlord is required to pay any of the proceeds received for a Taking to any Holder of any Security Instrument, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within thirty (30) days after such Taking, and all Rent paid or payable hereunder shall be apportioned between Landlord and Tenant as of the date of such Taking. If this Lease is not so terminated, then Base Rent thereafter payable hereunder shall be abated for the duration of the Taking in proportion to that portion of the Premises rendered untenantable by such Taking. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the land on which the Project is situated, the Project, and other improvements taken, and Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award).

Condemnation. 23.1 If the whole Premises are acquired or condemned by eminent domain or condemnation proceedings, or a suit or other action shall be instituted for the taking of condemnation therefor, 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 Premises or any material part portion thereof, or the Building or Real Property of which the Premises form a part, to any government or other public authority, agency, body or public utility, seeking to take said Real Property, Building and/or Premises or any portion thereof, the Term shall cease and terminate from the date of title vesting pursuant to such proceeding or agreement. If only a portion of the Premises or the Project is taken for any public Building shall be so condemned or quasi-public use under governmental lawacquired, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall cease and terminate at Landlord's option, and if such option is not exercised by Landlord, an equitable adjustment of the Minimum Rent shall be apportioned as of said date. If part and Additional Rent payable by Tenant for the remaining portion of the Premises shall be Takenmade. If more that 25% of the Premises shall be so condemned or acquired, or if by reason of such a condemnation or acquisition the Premises are rendered unfit for Tenant's intended use, this Lease shall cease and terminate at Tenant's option. If a termination occurs under this Article 23, Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term, and this Lease is not terminated as provided aboveTenant shall have no claim against Landlord, Landlord shall promptly restore other than for the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage adjustment of the BuildingMinimum Rent and Additional Rent as hereinbefore mentioned, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall or be entitled to receive any portion of any amount that may be awarded as damages or paid as a result of such proceedings or as the entire price or award from result of any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against agreement made by the condemning authority (but not with Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part portion of the Demised Premises less than a substantial part thereof shall be taken or the Project is taken condemned or sold for any public or quasi-quasi public use under governmental law, ordinance, or regulation, purpose by or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectto any competent authority, then upon written notice by Landlord this Lease shall not terminate except as to the part taken and Rent shall terminate as to the part taken effective as of the date when title vests in any such authority. Tenant agrees if the Demised Premises, or a substantial part thereof, shall be apportioned taken or condemned or sold for public or quasi public use or purpose by or to any competent authority, this Lease shall fully terminate as of said datethe date when title vests in such authority. If part Tenant shall have no claim against the Landlord, and shall not have any claim or right to any portion of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as amount that may be fair awarded as damages or paid as a result of any such condemnation; and reasonable under the circumstancesall rights of Tenant to damages therefore, if any, are hereby assigned by Tenant to Landlord. Upon any such Takingcondemnation or taking, the term of this Lease shall cease and terminate as to the entire Demised Premises or the applicable portion thereof from the date when title vests in such governmental authority, and Tenant shall not claim against the Landlord for the value of any unexpired term of this Lease, leasehold improvements or goodwill. For purposes of this section, a substantial part shall mean twenty-five percent (25%) or more of the Demised Premises. Notwithstanding anything herein stated to the contrary, Tenant shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestamount which may be awarded, if any, in such award. Tenant shall have for the right, undepreciated book value of Tenant's equipment actually taken and any unamortized book value of leasehold expenses made to the extent that same shall not diminish Landlord’s awardDemised Premises at Tenant's expense, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking the value of the Premises or the Projectestate vested in Tenant by this Lease.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises as reasonably determined by Tenant or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord or Tenant, as the case may be this Lease shall terminate and Base Rent and Operating Expenses shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord the Base Rent and Operating Expenses payable hereunder during the unexpired Lease Term shall promptly restore be reduced by the Premises and proportion that the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of taken bears to the Building, the rentable total square footage of the Premises, Tenant’s Share . In the event of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or access thereto or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord either party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises or access thereto or the Project shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If In the event that the whole or any material part of the Premises shall be lawfully condemned or taken for a public or quasi-public use, this Lease shall terminate as of the Project date that possession is taken to be surrendered to the condemnor or taking authority. In the event that there shall be a lawful condemnation or taking for any public or quasi-public use under governmental lawof any part of the Building, ordinancewithout there being condemned or taken all of the Premises, then, at the option of Landlord, exercisable by notice given to Tenant not later than 90 days after the date upon which Landlord receives notice of the taking or regulationcondemnation, this Lease shall terminate as of the date that possession of the Premises taken is required to be surrendered to the condemnor or by right taking authority. In the event of eminent domain, any such taking or by private purchase in lieu thereof (a “Taking” condemnation of all or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use any part of the Premises or materially interfere with of all or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If any part of the Premises Property, Tenant shall be Taken, have no claim against Landlord and this Lease is shall not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances have any claim or right to their condition prior to such partial Taking and the rentable square footage any portion of the Buildingamount that may be awarded as damages or paid as a result of such taking or condemnation; and all rights of Tenant to damages therefor are hereby assigned by Tenant to Landlord and Tenant shall have no claim against Landlord or the condemnor for the value of the unexpired term of this Lease. However, the rentable square footage foregoing provisions of this paragraph shall not be construed to deprive Tenant of the right to claim and receive payment from the condemnor or taking authority for moving and related expenses as long as such claim or the payment thereof does not reduce the award which Landlord would otherwise be entitled to receive. In the event of any such taking or condemnation of part of the Premises, Tenant’s Share of Operating Expenses the Base Rent, the Tax Adjustment and the Rent payable hereunder during the unexpired Term Operating Expense Adjustment shall be proportionately reduced from the date that possession is required to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, surrendered to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded condemnor or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projecttaking authority.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord or Tenant this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Takingtaking, Landlord shall be entitled to receive the entire price or award from any such Taking taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Notwithstanding the foregoing, Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for any costs of Tenant Improvements paid for by Tenant, moving expenses and expenses, damage to Tenant’s trade fixtures's Trade Fixtures, and other relocation benefits as may be allowed by law if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises Premises, the Building or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Building or Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.. Laboratory ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the BuildingBuildings, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises as reasonably determined by Tenant, or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord either party this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses expenses, taking of personal property and Tenant's Trade Fixtures, business interruption expenses, damage to Tenant’s trade fixtures's Trade Fixtures, or other lawful claim, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced in proportion to such extent as may be fair and reasonable under the circumstancesreduction of the Premises resulting from the Taking. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use is a Taking of the Premises entire Building or materially interfere with Project, or impair Landlord’s ownership or operation of would result in the ProjectProject no longer being operational for the uses provided herein, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. In the event (i) more than [***] of the Premises is involved in a Taking as described in this Paragraph 17, or (ii) more than [***] of the parking spaces for the Building are Taken and not replaced by Landlord with other parking spaces in the Project proximate to the Building, and in either case the Taking, in Tenant’s reasonable judgment, would materially interfere with or impair Tenant’s operations at the Premises, then in any such event Tenant shall have the right to terminate this Lease by giving written notice of termination to Landlord within thirty (30) days of such Taking If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the BuildingBase Rent, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent Taxes payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectTrade Fixtures.

Condemnation. If more than twenty-five percent (25%) of the whole ------------ Land and/or Building shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, Landlord shall have the right to terminate this Lease. If such taking renders the Premises unsuitable for the conduct of Tenant's business then tenant shall have the right to terminate this Lease. If this Lease is terminated, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all income, rent, award or any material interest thereon which may be paid or owed in connection with the 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 the value of the unexpired term of this Lease except for the unamortized value of Tenant Improvements paid for by Tenant and relocation benefits, if any. If a part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent Land and/or Building shall be apportioned as of said date. If part of the Premises so taken or appropriated or conveyed and Landlord hereto shall be Taken, and elect not to terminate this Lease is not terminated as provided aboveLease, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to nonetheless receive the entire price or award from any such Taking without any payment to Tenant, (and Tenant hereby assigns shall assign to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not upon demand from Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to income, rent, award or any provision of state law to terminate this Lease upon a partial Taking of interest thereon paid or owed in connection with such taking, appropriation or conveyance; and if the Premises have been damaged as a consequence of such partial taking or the Project.appropriation or conveyance,

Condemnation. If the whole or any material part substantially the whole of the Premises Complex, Building or the Project is Premises should be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domain, domain or by private purchase otherwise or should be sold in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectcondemnation, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date when physical possession of the Complex or the Premises is taken by the condemning authority. If part less than the whole or substantially the whole of the Complex or Premises 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 be Taken, and terminate as of the date when physical possession of such portion of the Complex or Premises is taken by the condemning authority. If this Lease is not so terminated as provided aboveupon any such taking or sale, Landlord shall promptly restore and if a portion of the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingtaken, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantdiminished by an equitable amount, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightshall, to the extent that same Landlord deems feasible, restore the Building and, if affected, the Premises to substantially their former condition, but such work shall not diminish exceed the scope of the work done by Landlord in originally constructing the Shell Improvements and the Landlord’s award's portion of the Tenant Improvements in the Premises, nor shall Landlord in any event be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Landlord as compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made taking. All amounts awarded upon a taking of any part or all of the Complex or Premises shall belong to Tenant. Landlord, and Tenant hereby shall not be entitled to and expressly waives any and all rights it might otherwise have pursuant claims to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectsuch compensation.

Condemnation. (a) If the whole or any material substantial part of the Premises or the Project is Building should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of Building for the ProjectPurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the legal taking shall be apportioned occur as if the date of said date. such taking were the date originally fixed in the Lease for the expiration of the Term. (b) If the part of the Premises or Building shall be Takentaken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided above, Landlord this Lease shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and not terminate but the Rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for your use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon any such Taking. (c) If there is a taking or private purchase in lieu thereof, you and Landlord shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings; provided that you shall not be entitled to receive any award for the entire price Landlord: Tenant: RDM ----------- ------------- loss of any improvements paid for by Landlord or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s for your loss of your leasehold interest, if anythe right to such award as to such items being hereby assigned by you to Landlord. Notwithstanding, in such award. Tenant you shall have the right, right to the extent that same shall not diminish Landlord’s award, to make pursue a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for the loss of your leasehold interest if but only if either the pursuit or awarding of such items is made a claim would not diminish any award to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole entire Demised Premises or any material part more than 50% of the Demised Premises or the Project is taken for shall be acquired by any public or quasi-public use under governmental law, ordinance, or regulation, or by right authority having power of eminent domain, whether directly pursuant to such power or under threat of use of such power, then either Landlord or Tenant may terminate this Lease as of the date when possession is taken by private purchase in lieu thereof the acquiring authority by giving written notice to the other within thirty (a “Taking” 30) days following the date of the taking provided, however, that Landlord shall have the right to offer replacement space to Tenant if Landlord shall have comparable space available. All proceeds and damages resulting from such acquisition shall belong to and be the property of Landlord. Tenant shall have no claim against Landlord by reason of such acquisition or “Taken”)termination, and the Taking would in Landlord’s reasonable judgment, either prevent shall not have any claim or materially interfere with Tenant’s use right to any portion of the Premises proceeds or materially interfere with or impair Landlord’s ownership or operation damages paid to Landlord as a result of the Project, then upon written notice by such acquisition. The entire compensation from such acquisition shall belong to Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to deductions therefrom for any present or future estate or interest of Tenant, and Tenant hereby assigns to Landlord all Tenant’s interest's right, if anytitle, and interest in and to any and all such awardcompensation together with any and all rights, estate, and interest of Tenant now existing or hereafter arising in and to the same or any part thereof. Provided, that Tenant shall have the rightright to claim and recover from such acquiring authority, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives in its own right on account of any and all rights it might otherwise have pursuant damages to any provision Tenant's business by reason of state law to terminate this Lease upon a partial Taking of the Premises such acquisition, business interruption or the Projectdisplacement.

Condemnation. If the whole or any material part substantially the whole of the Premises Project or the Project is Premises should be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domain, domain or by private purchase otherwise or should be sold in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, condemnation then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date when physical possession of the Project or the Premises is taken by the condemning authority. If part less than the whole or substantially the whole of the Project or the Premises is taken or sold, Landlord (whether or not the Premises are affected thereby) or Tenant (in the event the Premises are materially affected by such condemnation) may terminate this Lease by giving written notice thereof to the other party, in which event this Lease shall be Taken, and terminate as of the date when physical possession of such portion of the Project or Premises is taken by the condemning authority. If this Lease is not so terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to upon any such partial Taking and the rentable square footage of the Buildingtaking or sale, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent Base Rental payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantdiminished by an equitable amount, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightshall, to the extent that same Landlord deems feasible, restore the Project and the Premises to substantially their former condition, but such work shall not diminish Landlord’s awardexceed the scope of the work done by Landlord in originally constructing the Project and installing improvements in the Premises, nor shall Landlord in any event be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Landlord as compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made taking. All amounts awarded upon a taking of any part or all of the Property, Project or the Premises shall belong to Tenant. Landlord, and Tenant hereby shall not be entitled to and expressly waives any and all rights it might otherwise have pursuant claims to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectsuch compensation.

Condemnation. If the whole or any material part a Substantial Part of the Premises or the Project is Building shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including, without limitation, sale under governmental law, ordinancethreat of such a taking), or regulationif the Premises are rendered untenantable for Tenant's Permitted Use, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), then the Term shall cease and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use terminate as of the Premises date when title vests in such governmental or materially interfere with or impair Landlord’s ownership or operation of the Projectquasi-governmental authority, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateprorated to the date when title vests in such governmental or quasi-governmental authority. If part less than a Substantial Part of the Premises is taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including, without limitation, sale under threat of such a taking), Base Rent and Tenant's Proportionate Share shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore reduced by the Premises and ratio that the Project as nearly as is commercially reasonable under the circumstances portion so taken bears to their condition prior to such partial Taking and the rentable square footage of the BuildingPremises before such taking, the rentable square footage effective as of the Premisesdate when title vests in such governmental or quasi-governmental authority, Tenant’s Share and this Lease shall otherwise continue in full force and effect. Tenant shall have no claim against Landlord (or otherwise) as a result of Operating Expenses such taking, and Tenant hereby agrees to make no claim against the Rent payable hereunder during condemning authority for any portion of the unexpired Term shall be reduced to such extent as amount that may be fair awarded as compensation or damages as a result of such taking; provided, however, that Tenant may, to the extent allowed by law, claim an award for moving expenses and reasonable for the taking of any of Tenant's Property (other than its leasehold interest in the Premises) which does not, under the circumstances. Upon any terms of this Lease, become the property of Landlord at the termination hereof, as long as such Taking, Landlord shall be entitled to receive the entire price or award claim is separate and distinct from any such Taking without any payment to Tenant, claim of Landlord and does not diminish Landlord's award. Tenant hereby assigns to Landlord Tenant’s interest, if any, any right and interest it may have in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate any award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of its leasehold interest in the Premises or the ProjectPremises.

Condemnation. If the whole or any material part substantially the whole of the Premises or the Project is shall be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domaindomain or otherwise, or by private purchase shall be voluntarily sold or conveyed in lieu thereof of condemnation (a “Taking” or “Taken”but under threat of condemnation), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part the date when physical possession of the Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Premises is so taken, sold or conveyed, then either Landlord or Tenant may terminate this Lease by giving written notice thereof to the other Party prior to the date when physical possession of such portion of the Premises is taken by the condemning authority if such taking, sale, or conveyance substantially impairs access to the Premises or the usefulness of the Premises for the purposes herein granted to Tenant, in which event this Lease shall be Taken, and terminate as of the date when physical possession of such portion of the Premises is taken by the condemning authority. If this Lease is not so terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon upon any such Takingtaking, sale or conveyance, then: (a) Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightshall, to the extent that same Landlord deems feasible, restore the Premises to substantially their former condition, but such work shall not diminish exceed the scope of the Premises as currently situated, 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 for such taking, sale or conveyance, and (b) if any portion of the Premises is so taken, sold, or conveyed, the Rent shall be equitably reduced. All compensation awarded for any such taking, sale, or conveyance of the fee, or any part thereof, shall belong to and be the property of Landlord’s award. In the event of condemnation, to make a separate Tenant may claim against and recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by to Tenant for moving expenses and damage the value of its leasehold interest, or for or on account of any cost or loss to Tenantwhich Tenant might put in relocating, including, but not limited to, ▇▇▇▇▇▇’s trade furniture, fixtures, if a separate leasehold improvements and equipment. Compensation as used in this Section shall mean any award for such items is made to Tenanttaking, sale, or conveyance in excess of, and free and clear of, all prior claims of the holders of any mortgages, deeds of trust or other security interests. No such taking, sale or conveyance shall operate as or be deemed an eviction of Tenant or a breach of Landlord’s covenant of quiet enjoyment. Except as otherwise expressly provided herein, Tenant hereby waives any and all statutory rights it might otherwise have pursuant to of termination that may arise by reason of any provision of state law to terminate this Lease upon a such partial Taking taking, sale, or conveyance of the Premises or the ProjectPremises.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere interferes with Tenant’s 's use of the entire Premises or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Building or the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenanttenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses expenses, and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If (a) If, during the whole term (or any material extension or renewal) of this Lease, all or a substantial part of the Premises or the Project is are taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent the rent shall be apportioned abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. In no event shall Tenant have claim against Landlord or against the total award for the value of the unexpired lease term or otherwise, and Tenant shall not be entitled to any part of any award that may be made for such taking, nor to any damages therefor except that the rent shall be adjusted as of said date. If part the date of such termination of this Lease. (b) In the event a portion of the Premises shall be Takentaken for any public or quasi or public use under, any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in subparagraph 13(a) above, Landlord shall promptly may, at Landlord's sole risk and expense, restore and reconstruct the Building and other improvements on the Premises and to the Project as nearly as is commercially reasonable extent necessary to make it reasonably tenantable. The rent payable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder this Lease during the unexpired Term portion of the term shall be reduced adjusted to such an extent as may be fair and reasonable under the circumstances. Upon any such TakingIn no event shall Tenant. have claim against Landlord or against the total award for the value of the unexpired lease term or otherwise, Landlord and Tenant shall not be entitled to receive the entire price or any part of any award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) may be made for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturestaking, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant nor to any provision of state law to terminate this Lease upon a partial Taking damages therefor except that, the rent shall be adjusted, as of the Premises or the Projectdate of such termination of this Lease.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” "TAKING" or “Taken”"TAKEN"), and the Taking would in Landlord’s 's reasonable judgment, judgment either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the ProjectPremises, then upon written notice by Landlord or Tenant this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectPremises.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or 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 in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said such date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant▇▇▇▇▇▇’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable adjusted accordingly under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part (a) all of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinanceare Taken, or regulation(b) a portion of the Premises is Taken such that the Sublease is duly terminated, then this Master Lease shall terminate as of the date the condemning authority takes possession so long as Tenant tenders a Make Whole Payment prior to the effective date of termination. If this Master Lease is not terminated, then Tenant cause the Subtenant shall restore the Premises, in any case, whether or by right not the condemnation proceeds are insufficient to restore the remainder and without any abatement of eminent domainthe Minimum Annual Base Rent or any other Rent. Tenant shall to the extent provided under applicable Laws, participate or by private purchase share in any condemnation claim, damage award or settlement in lieu thereof (a “Taking” or “Taken”), with respect to any taking of any nature and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice any such proceeds whether received by Landlord this Lease shall terminate and Rent or Tenant shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly first used to restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses or to fund the Make Whole Payment, as applicable and the Rent payable hereunder during remainder to Tenant. The Make Whole Payment shall not exceed the unexpired Term shall amount to pay in full the outstanding balance of any Project Financing. Any Tenant claim, award or settlement may not be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award subtracted from any such Taking without any payment to Tenantclaim, and Tenant hereby assigns to Landlord Tenantaward, or settlement of Landlord’s interest, if any, in such award. Tenant shall have the right, except to the extent that same shall not diminish Landlord’s the claim, award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage settlement is based on or attributable to Tenant’s trade fixturesinterest in the Premises, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of or its personal property located in the Premises or the ProjectPremises.