Common use of Condemnation Clause in Contracts

Condemnation. If the whole or any material part of the Premises, Building or Property 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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, Building, Property or Project.

Condemnation. If the whole Property or any material part portion thereof that, in Landlord’s or Tenant’s reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Property or the Premises shall be taken or condemned for public purposes, or sold to a condemning authority in lieu thereof, then either party may, at its option, terminate this Lease on the effective date of such taking by delivering written notice thereof to the other party on or before ten (10) days after the effective date of the taking, condemnation or sale in lieu thereof. If neither Landlord nor Tenant elects to exercise such termination right, then this Lease shall continue in full force and effect, provided that if the taking, condemnation or sale includes any portion of the Premises, Building or Property 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”), the Basic Annual Rent and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Additional Rent shall be apportioned redetermined on the basis of the remaining square feet of Premises Rentable Area. Landlord shall restore and reconstruct the Building to substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not be required to exceed the improvements existing at the Property as of said datethe effective date of such taking. If part Landlord shall receive the entire award (which shall include sales proceeds) payable as a Tenant Name: Alkami Technology Building Name: Granite Park Three result of a condemnation, taking or sale in lieu thereof. Tenant shall, however, have the Premises right to recover from such authority through a separate award (or if no separate claim may be filed under applicable Law, Tenant shall be Takenapportioned a reasonable allocation of Landlord’s award, and this Lease is not terminated as provided abovepari passu, Landlord shall promptly restore based on the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingamount which it would have received in a separate award), the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced to such extent any compensation as may be fair and reasonable under awarded to Tenant on account of 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 interestloss, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlordvalue of Tenant’s awardleasehold estate, 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 and relocation expenses and damage to depreciation and removal 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, Building, Property or Projectphysical property.

Condemnation. If the whole or any material part of the Premises, Building or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany part of the Premises, Building or Project, and if as a result thereof Tenant cannot conduct its business operations in substantially the same manner such business operations were conducted prior to such taking while still retaining substantially the same material rights and benefits it bargained to receive under this Lease, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof of such taking by eminent domain or condemnation as a result thereof, Landlord and Tenant shall each have the option to terminate this Lease on ninety (a “Taking” 90) days notice (or “Taken”)such shorter amount of time as is reasonable based on when Landlord and Tenant learned of the effective date of the taking) to the other party effective as of the date possession is required to be surrendered to the authority. Subject to SECTION 13.2 below, Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the TCCs of this Lease, and for moving expenses, so long as such claims do not diminish the Taking would in Landlord’s reasonable judgment materially interfere award available to Landlord or its ground lessor, if any, with or impair Landlord’s ownership or operation of respect to the Building or PropertyProject, or would in the reasonable judgment of Landlord its mortgagee, and Tenant either prevent or materially interfere with such claim is payable separately to Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and . All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided abovebe so terminated, Landlord the Rent shall promptly restore be proportionately abated. Notwithstanding anything to the contrary contained in this ARTICLE 13, in the event of a temporary taking of all or any portion of the Premises for a period of sixty (60) days or less, then this Lease shall not terminate but the Base Rent and the Building and Property as nearly as is commercially reasonable under Additional Rent shall be abated for the circumstances period of such taking in proportion to their condition prior to such partial Taking and the ratio that the amount of rentable square footage feet of the Building, Premises taken bears to the total rentable square footage feet of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced . Subject to such extent as may be fair and reasonable under the circumstances. Upon any such TakingSECTION 13.2 below, Landlord shall be entitled to receive the entire price or award from made in connection with any such Taking without any payment to Tenant, temporary taking. Landlord and Tenant hereby assigns waive the provisions of any statutes or other laws relating to Landlord Tenant’s interestthe termination of leases in the event of condemnation, if any, and agrees that the rights and obligations of the parties in such award. Tenant event shall have be governed by 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 terms of state law to terminate this Lease upon a partial Taking of the Premises, Building, Property or ProjectLease.

Condemnation. (a) If the whole or any material part of the Premises, Building Tenant’s access to the Premises, or Property so much of the Premises as to render the balance unusable by Tenant for its normal business operations are taken by condemnation, this Lease shall terminate as of the date when physical possession of the Premises is taken by the condemning authority. If less than substantially the whole or such portion of the Premises is thus taken or sold, this Lease shall be unaffected by such taking, provided that the Rent payable hereunder shall be diminished by an amount representing that part of the Rent as shall properly be allocable to the portion of the Premises which was so condemned, and Landlord, at Landlord’s sole expense, shall restore and reconstruct the remainder of the Premises to substantially their former condition. Subject to the rights of any mortgagee under a mortgage or deed of trust covering the Premises, Landlord shall be entitled to and shall receive the total amount of any award made with respect to condemnation of the Premises, regardless of whether the award is based on a single award or a separate award as between the respective parties, and to the extent that any such award or awards shall be made to Tenant or to any person claiming through or under Tenant, Tenant hereby irrevocably assigns to Landlord all of its rights, title and interest in and to any such awards. No portion of any such award or awards shall be allocated to or paid to Tenant for any so-called bonus or excess value of this Lease by reason of the relationship between the rental payable under this Lease and what may at the time be a fair market rental for the Premises. The foregoing notwithstanding, and if Tenant is not in default under the Lease, Landlord shall turn over to Tenant, promptly after receipt thereof by Landlord, that portion of any such award received by Landlord hereunder which is attributable to Tenant’s fixtures and equipment which are condemned as part of the property taken but which Tenant would otherwise be entitled to remove, and the appraisal of the condemning authority with respect to the amount of any such award allocable to such items shall be conclusive, and the unamortized amount of the cost of the Tenant Improvements paid for by Tenant. The foregoing shall not, however, be deemed to restrict Tenant’s right to pursue a separate award specifically for its relocation expenses, loss of business or the taking of Tenant’s personal property or trade fixtures or the unamortized amount of the cost of the Tenant Improvements paid for by Tenant. Tenant and Landlord each hereby specifically waives any and all rights each may have under any law, statute, ordinance or regulation (including, without limitation, Sections 1265.120 and 1265.130 of the California Code of Civil Procedure), to terminate or petition to terminate this Lease upon partial condemnation of the Premises, and the parties hereto specifically agree that this Lease shall not automatically terminate as a matter of law upon condemnation. (b) The words “condemnation” or “condemned” as used herein shall mean the taking for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right the exercise of, or the intent to exercise, the power of eminent domain, expressed in writing, as well as the filing of any action or proceeding for such purpose, by private purchase in lieu thereof (a “Taking” any person, entity, body, agency, or “Taken”)authority having the right or power of eminent domain, and shall include a voluntary sale by Landlord to any such person, entity, body agency or authority, either under threat of condemnation expressed in writing or while condemnation proceedings are pending, and shall occur in point of time upon the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation actual physical taking of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed possession pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as exercise of said date. If part power of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, Building, Property or Projecteminent domain.

Condemnation. 20.1 If the whole or any material part all of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold under threat of condemnation 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 purpose (a “Taking” or “TakenCondemned”), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate as of the earlier of the date the condemning authority takes title to or possession of the Premises, and Rent shall be apportioned as adjusted to the date of said date. termination. 20.2 If part any material portion of the Premises or Building is Condemned and such partial condemnation materially impairs Tenant’s ability to use the Premises for Tenant’s business, Landlord and Tenant shall each have the option in their sole and absolute discretion to terminate this Lease as of the earlier of the date title vests in the condemning authority or as of the date an order of immediate possession is issued and Rent shall be Taken, and this Lease is adjusted to the date of termination. If such partial condemnation does not terminated as provided abovematerially impair Tenant’s ability to use the Premises for the business of Tenant, Landlord shall promptly restore the Premises to the extent of any condemnation proceeds recovered by Landlord, excluding the portion thereof lost in such condemnation, and this Lease shall continue in full force and effect except that after the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to date of such partial Taking and the rentable square footage title vesting or order of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the immediate possession Rent payable hereunder during the unexpired Term shall be reduced to such extent equitably adjusted as may be fair and reasonable under reasonably determined by Landlord. 20.3 If the circumstances. Upon any such TakingPremises are wholly or partially Condemned, Landlord shall be entitled to receive the entire price or award from any paid for such Taking without any payment to Tenantcondemnation, and Tenant hereby assigns waives any claim to any part of the award from Landlord Tenant’s interestor the condemning authority; provided, if anyhowever, 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 recover from the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by to Tenant for moving expenses and damage to in connection with costs in removing Tenant’s trade merchandise, furniture, fixtures, if leasehold improvements and equipment to a separate award for such items is made new location. No condemnation of any kind shall be construed to Tenantconstitute an actual or constructive eviction of Tenant or a breach of any express or implied covenant of quiet enjoyment. Tenant hereby waives any the effect of Sections 1265.120 and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking 1265.130 of the Premises, Building, Property or ProjectCalifornia Code of Civil Procedure.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 would, in Landlord’s reasonable judgment materially interfere with or judgment, impair Landlord’s ownership or operation of the Building or Property, Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If Section 13.1 If, during the whole or any material part Term of the Premisesthis Lease Agreement, Building or Property there 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 “Total Taking,” or “Taken”)as defined in any Encumbrance, this Lease Agreement and all right, title, and interest of Tenant hereunder shall cease and come to an end on the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation date of possession by the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior condemning authority to such partial Taking proceedings and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 and shall receive the entire price or total award from made in such proceedings. Tenant hereby assigns any interest in such Taking without any payment award to TenantLandlord subject, however, to the provisions of Section 13.3 hereof. Section 13.2 If there is less than such a “Total Taking,” this Lease shall not be terminated. Landlord shall be entitled to and shall receive the total award made in such proceedings, and Tenant hereby assigns any interest in such award to Landlord subject, however, to the provisions of Section 13.3 hereof. Tenant, in such case, covenants and agrees, at Tenant’s interestsole cost and expense (subject to reimbursement to the extent hereinafter provided), promptly to restore that portion of the Building on the Demised Premises not so taken to a complete architectural unit for the use and occupancy of Tenant as in this Lease provided. In the event the net amount of the award (after deduction of all costs and expenses, including attorneys’ fees) that may be received by Landlord in any such proceedings for physical damage to the Building is insufficient to pay all costs of such restoration, Tenant shall deposit with Landlord such additional sum as may be required upon the written request of Landlord. The provisions and conditions in Article XIX applicable to Changes and Alterations shall apply to Tenant’s obligations to restore that portion of the Building to a complete architectural unit. Landlord agrees, in connection with such restoration, to invest the amount of such award as directed by Tenant with the approval of Landlord, and to apply the net amount of any award (after deduction of all costs and expenses, including attorneys’ fees) and any interest and investment earnings thereon, that may be received by Landlord in any such proceedings for physical damage to the Building, and any interest and investment earnings thereon, to the costs of restoration thereof and the said net award for physical damage to the Building, and any interest and investment earnings thereon, shall be paid out from time to time to Tenant, or on behalf of Tenant, as such restoration progresses upon the written request of Tenant, which request shall be accompanied by a certificate of the architect or the registered professional engineer in charge of the restoration stating (i) that the sum requested is justly due to the contractors, subcontractors, materialmen, laborers, engineers, architects or other persons, firms or corporations rendering labor, material or services for such work of restoration, or is justly required to reimburse Tenant for such work of restoration, or is justly required to reimburse Tenant for expenditures made by Tenant in connection with such work of restoration and, when added to all sums previously paid out by Landlord, does not exceed the value of the restoration work performed to the date of such certificate; and (ii) that the net amount of any such award for physical damage to the Building remaining in the hands of Landlord together with the sums, if any, deposited by Tenant with Landlord pursuant to the provisions hereof, will be sufficient upon the completion of such restoration to pay for the same in full. If payment of the award for physical damage to the Building, as aforesaid, shall not be received by Landlord in time to permit payments as the work of restoration progresses, Tenant shall, nevertheless, perform and fully pay for such awardwork without delay (except such delays as are referred to in Article XIX hereof), and payment of the amount to which Tenant may be entitled shall thereafter be made by Landlord out of the net award for physical damage to the Building as and when payment of such award is received by Landlord. Tenant shall also furnish Landlord with each certificate hereinabove referred to, together with evidence reasonably satisfactory to Landlord that there are no unpaid bills in respect to any work, labor, services, supplies or materials performed, furnished or supplied, or claimed to have been performed, furnished or supplied, in connection with such restoration, and that no liens have been filed against the rightDemised Premises or any part or portion thereof Landlord shall not be required to pay out any funds when there are unpaid bills for work, labor, services, supplies or materials performed, furnished or supplied in connection with such restoration, or where a lien for work, labor, services, supplies of materials performed, furnished or supplied has been placed against the Demised Premises or any part or portion thereof. From and after the date of possession of the condemning authority in such proceedings, a just and proportionate part of the Base Rent, according to the extent and nature of such taking, shall ▇▇▇▇▇ for the remainder of the Term. There shall be no Abatement of that same portion of the Base Rent constituting the Bank Loan Payments. Section 13.3 In any taking of the Demised Premises, or any part or portion thereof, whether or not this Lease Agreement is terminated as in this Article provided, Tenant shall not diminish be entitled to any portion of the award for the taking of the Leased Land or damage to the Building (except as otherwise provided in Section 13.2 with respect to the restoration of the Demised Premises, or for the estate of interest of Tenant therein, all such awards being hereby assigned to Landlord, except that Tenant shall have, nevertheless, the right to prove in the proceedings and to receive any award which may be made for damages to or condemnation of Tenant’s awardmoveable trade fixtures and equipment and the unamortized cost of any alterations or additions to the Demised Premises made and paid for by Tenant, or for such other damage as Tenant may be allowed under present or future law for items other than the land or Building, or the estate or interest of Tenant therein, or the interest of Tenant in this Lease Agreement. Section 13.4 In the event of the termination of this Lease, or any part thereof, as a result of any such proceedings, Tenant shall pay to make a separate claim against Landlord all Base Rent and all other charges payable by Tenant with respect to that portion of the Demised Premises so taken in such proceedings and with respect to which this Lease Agreement shall have terminated justly apportioned to the date of possession by the condemning authority. From and after the date of possession of the condemning authority (but in such proceedings, Tenant shall continue to pay the Rent, insurance premiums and other expenses and charges as in this Lease Agreement provided to be paid by Tenant, subject to an abatement of a just and proportionate part of the Base Rent according to the extent and nature of such taking as provided for in Section 13.2 hereof as to the Demised Premises remaining after such taking, and no abatement or suspension shall be made by reason of damage or destruction or impairment of use of the area not Landlord) for such compensation as may be separately awarded or recoverable taken. No termination of this Lease by Tenant for moving expenses under this Section 13.4 shall relieve Tenant of the obligation to pay to Landlord any remaining Bank Loan Payments or Other Loan Payments, all of which shall accelerate and damage become due and payable 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 Landlord on the effective date of state law to terminate the termination of this Lease upon a partial Taking of the Premises, Building, Property or Projectunder this Section 13.4.

Condemnation. (a) If the whole or any material part of the Premises, Building or Property 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Takentaken under the power of eminent domain, and this Lease shall terminate as to the part so taken on the date Tenant is not terminated as provided above, required to yield possession thereof to the condemning authority. Landlord shall promptly make such repairs and alterations as may be necessary in order to restore the Premises part not taken to useful condition and the Building and Property 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, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term Annual Basic Rental shall be reduced to such extent proportionately 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 portion of the Premises so taken. If the portion of the Premises so taken renders the balance of the Premises untenantable, taking into account the nature of Tenant's business, either party may terminate this Lease as of the date when Tenant is required to yield possession. If twenty-five percent (25%) or more of the total rentable floor area of the Center or the parking areas located in the Center are taken as aforesaid, then Landlord may terminate this Lease as of the date of the taking. All compensation awarded for any taking of the leasehold and/or the improvements thereon shall belong to and be the property of Landlord; provided, however, that same nothing contained herein shall not diminish Landlord’s award, to make a separate claim against prevent Tenant from applying for reimbursement from the condemning authority (if permitted by law) for moving expenses, or removal of Tenant's furniture, business equipment and such fixtures as Tenant is permitted to remove hereunder, but if and only if such action shall not reduce the amount of compensation otherwise recoverable by Landlord from the condemning authority. (b) Notwithstanding anything to the contrary contained herein, Tenant will have the right to claim and recover from the taking 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 (i) any and all rights it might otherwise have pursuant costs or loss (including loss of business) that Tenant incurs in removing Tenant's merchandise, furniture, fixtures, leasehold improvements, and equipment to a new location, (ii) the taking of personal property and fixtures owned by Tenant, (iii) the unamortized portion of any provision real property improvements made to the Premises by Tenant at Tenant's sole cost and expense, (iv) any loss of state law to terminate this Lease upon a partial Taking goodwill, and (v) the value of the Premises, Building, Property or ProjectTenant's leasehold estate.

Condemnation. (a) If the whole or any material part of Premises shall be taken under the Premises, Building or Property 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting domain in accordance with the rules terms of the American Arbitration Association)subparagraph (c) below, then upon written notice by Landlord or Tenant to the other this Lease shall terminate expire on the date of the passing of title to the authorities so exercising such right and the Fixed Rent shall be apportioned as of said that date. If No part of any award shall belong to the Tenant except insofar as the Tenant may be entitled to a separate award that does not in any manner diminish the award made to the Landlord, it being distinctly understood and agreed that the Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired term of this Lease. In the event of a condemnation, any award specifically made for the value of the trade fixtures shall belong to the Tenant. (b) If the Premises shall be Takencondemned or taken in accordance with the terms of subparagraph (d) below, and this Lease is not terminated as provided above, all awards made to either compensate Landlord or Tenant shall be paid to Landlord; Landlord shall promptly restore the Premises and the Building at its sole cost and Property 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, the Building’s Share of Project 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, expense to the extent that same shall not diminish Landlord’s of the award, restore the remaining portion of the Premises or building in substantially the same condition and the Lease shall continue effective in all respects, except as that there shall be a reduction of Fixed Rent in the ratio that the rent then applicable to make the portion of the Premises so taken bears to the current rent for the entire premises at the time of the taking. Nothing herein contained shall be deemed a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable waiver by Tenant for moving expenses of its right to claim and damage to Tenant’s trade fixtures, if a separate receive an award for the taking of its trade fixtures and equipment which right is herein specifically preserved . (c) If 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 partial taking results in a partial Taking reduction of the Premisesfloor area of the Premises by more than thirty-three (33%) percent, Buildingor if the Premises may not reasonably be used for substantially the same purposes as prior to the taking, Property then in such event, the provisions of paragraph (a) shall apply. (d) If such partial taking shall result in a reduction of the floor area of the Premises by thirty-three (33%) percent or Projectless or if the Premises may reasonably be used for substantially the same purposes as prior to the taking, then the provisions of paragraph (b) above of this Rider shall apply.

Condemnation. If (a) All judgments, awards of damages, and settlements made as a result of each of the whole following (collectively, a “Condemnation”) are assigned to and will be paid to Beneficiary: (i) any condemnation or other proceeding for public use (or any material part of the Premises, Building or Property 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 sale in lieu thereof of condemnation); (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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant ii) any private trespass to the other this Lease shall terminate Trust Property; and Rent shall be apportioned as of said date(iii) any eminent domain proceeding. 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 Building and Property 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, the Building’s Share of Project 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 Beneficiary will have the right, but not the obligation, to participate in any proceedings, and Trustor will not settle or otherwise resolve any proceedings or execute or deliver any deed without the prior written consent of Beneficiary, whose consent will not be unreasonably withheld. (b) If the Condemnation affects less than substantially all of the Trust Property and further provided that legal access to the extent that same shall Trust Property has not diminish Landlord’s been affected or impaired (“Partial Condemnation”), the proceeds of any judgment, award, or settlement will be held, applied, and disbursed by Beneficiary to the restoration of the Trust Property if requested by Trustor. If Trustor does not make this request within 10 days of the Partial Condemnation, the proceeds will be applied in satisfaction of any amounts secured by this Deed of Trust. Prior to any disbursement pursuant to the preceding sentence, Trustor, at its cost, must supply Beneficiary with a separate claim against current ALTA survey of the condemning authority Trust Property indicating the area lost, an updated appraisal for the Trust Property showing an appraised value acceptable to Beneficiary, and any endorsement or update to Beneficiary’s lender’s policy of title insurance. (but not Landlordc) for such compensation as If a Condemnation other than a partial Condemnation, Beneficiary will be solely entitled to any award, judgment, or settlement, and Trustor agrees to immediately deliver to Beneficiary all proceeds of any award, judgment, or settlement that may be separately awarded received by Trustor. Beneficiary, at its option, may apply any proceeds to the satisfaction of any amounts secured by this Deed of Trust. Neither the application nor the release of any proceeds will cure 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 waive any and all rights it might otherwise have default or notice of sale or invalidate any act done pursuant to any provision the notice of state law to terminate this Lease upon a partial Taking of the Premises, Building, Property or Projectsale. (d) TRUSTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ALL RIGHTS IT MAY HAVE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1265.225(a) OR ANY SUCCESSOR STATUTE PROVIDING FOR ALLOCATION OF CONDEMNATION PROCEEDS BETWEEN A PROPERTY OWNER AND A LIENHOLDER. INITIALS: SD / DC /

Condemnation. If the whole twenty-five percent (25%) or any material part more of the Premises, Building or Property the parking area for the Premises is taken for any public or quasi-public use under quasipublic purpose by any lawful governmental lawpower or authority, ordinance, or regulation, or by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or by private purchase in lieu thereof sold to prevent such taking (each such event being referred to as a “Taking” or “TakenCondemnation”), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant may, at its option, terminate this Lease as of the date title vests in the condemning party. If the Building after any Condemnation and any repairs by Landlord would be untenantable for the conduct of Tenant’s business operations, Tenant shall have the right to terminate this Lease as of the date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to the other this Lease party given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. Tenant shall terminate and Rent shall be apportioned as not because of said datesuch taking assert any claim against Landlord. 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 Building and Property 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, the Building’s Share of Project 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 proceeds of all Condemnation awards, (except separate awards for trade fixtures and relocation expense and the unamortized value of any such Taking without any payment to improvements paid for by Tenant), and Tenant hereby assigns to Landlord Tenant’s interest, if any, all of its interest in such awardawards. If less than twenty-five percent (25%) of the Building or the parking area is taken, Landlord at its option may terminate this Lease. If neither Landlord nor Tenant elects to terminate this Lease to the extent permitted above, Landlord shall have promptly proceed to restore the rightPremises, to the extent that same shall not diminish of any Condemnation award received by Landlord’s award, to make substantially their same condition as existed prior to such Condemnation, allowing for the reasonable effects of such Condemnation, and a separate claim against the condemning authority (but not Landlord) for such compensation as may proportionate abatement shall 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 Tenantthe Rent corresponding to the time during which, and to the portion of the floor area of the Building (adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration. Tenant hereby waives any and all rights it might otherwise have pursuant The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to any provision of state law petition the Superior Court to terminate this the Lease upon in the event of a partial Taking taking of the Premises, Buildingand any other applicable law now or hereafter enacted, Property or Projectare hereby waived by Landlord and Tenant.

Condemnation. If If (i) the whole or any material part of the Premises, Building or Property is Project, or fifty percent (50%) or more of the Premises, shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulation, (ii) Landlord shall grant a deed or by right of eminent domain, or by private purchase other instrument in lieu thereof (of any such takings by eminent domain or condemnation as a “Taking” result thereof, then Landlord shall have the option to terminate this Lease, provided that prior to or “Taken”), and the Taking would in concurrently with Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation termination notice terminating this Lease, Landlord terminates the leases of all other tenants of the Building or Property, or would which contain termination rights in favor of Landlord permitting Landlord to terminate such leases in the reasonable judgment event of such condemnation or taking. If as a result of any of the aforesaid condemnation or takings (or deeds in lieu thereof) Tenant cannot conduct its business operations in substantially the same manner such business operations were conducted prior to such taking while still retaining substantially the same material rights and benefits it bargained to receive under this Lease, Tenant shall have the option to terminate this Lease, exercisable by written termination notice delivered by the terminating party to the other party within sixty (60) days after such terminating party becomes aware thereof. Any such termination shall be effective as of the date possession is required to be surrendered to the authority. Tenant shall not assert any claim against Landlord for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim against the taking authority available to Tenant for any taking of Tenant’s personal property, equipment, improvements, alterations and/or fixtures belonging to Tenant, and for moving expenses. Notwithstanding anything in this Article 12 to the contrary, Landlord and Tenant either prevent or materially interfere with Tenant’s use shall each be entitled to receive fifty percent (50%) of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules “bonus value” of the American Arbitration Association)leasehold estate in connection therewith, then upon written notice by Landlord or Tenant which bonus value shall be equal to the other difference between the Rent payable under this Lease shall terminate and the sum established by the condemning authority as the award for compensation. All Rent shall be apportioned as of said date. If part the date of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancestermination. Upon any such Takingtaking or other matter described in this Article 12, Landlord shall be entitled to receive Rent for the entire price or award from any such Taking without any payment to Tenant, Premises (and Tenant hereby assigns to Landlord Tenant’s interestfor those Supplemental Areas, if any, in such award. Tenant shall have the right, for which Rent is required 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 paid by Tenant for moving expenses and damage under this Lease) shall be abated pursuant to Tenant’s trade fixtures, if a separate award for such items is made to TenantSection 18.4 below. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate this Lease upon the Premises for a partial Taking period of one hundred and eighty (180) days or less, or a taking of less than thirty percent (30%) of the Premises, Buildingthen this Lease shall not terminate pursuant to this Article 12 but the Rent for the Premises (and for those Supplemental Areas, Property or Projectif any, for which Rent is required to be paid by Tenant under this Lease) shall be abated pursuant to Section 18.4 below; Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

Condemnation. If the whole or any material part of the Premises, Building or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany part of the Premises, Building or Project, and if as a result thereof Tenant cannot conduct its business operations in substantially the same manner such business operations were conducted prior to such taking while still retaining substantially the same material rights and benefits it bargained to receive under this Lease, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof of such taking by eminent domain or condemnation as a result thereof, Landlord and Tenant shall each have the option to terminate this Lease on ninety (a “Taking” 90) days notice (or “Taken”)such shorter amount of time as is reasonable based on when Landlord and Tenant learned of the effective date of the taking) to the other party effective as of the date possession is required to be surrendered to the authority. Subject to SECTION 13.2 below, Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the TCCs of this Lease, and for moving expenses, so long as such claims do not diminish the Taking would in Landlord’s reasonable judgment materially interfere award available to Landlord or its ground lessor, if any, with or impair Landlord’s ownership or operation of respect to the Building or PropertyProject, or would in the reasonable judgment of Landlord its mortgagee, and Tenant either prevent or materially interfere with such claim is payable separately to Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and . All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided abovebe so terminated, Landlord the Rent shall promptly restore be proportionately abated. Notwithstanding anything to the contrary contained in this ARTICLE 13, in the event of a temporary taking of all or any portion of the Premises for a period of sixty (60) days or less, then this Lease shall not terminate but the Base Rent and the Building and Property as nearly as is commercially reasonable under Additional Rent shall be abated for the circumstances period of such taking in proportion to their condition prior to such partial Taking and the ratio that the amount of rentable square footage feet of the Building, Premises taken bears to the total rentable square footage feet of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced . Subject to such extent as may be fair and reasonable under the circumstances. Upon any such TakingSECTION 13.2 below, Landlord shall be entitled to receive the entire price or award from made in connection with any such Taking without any payment to Tenant, temporary taking. Landlord and Tenant hereby assigns waive the provisions of any statutes or other laws relating to Landlord Tenant’s interestthe termination of leases in the event of condemnation, if any, and agrees that the rights and obligations of the parties in such award. Tenant event shall have be governed by 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 terms of state law to terminate this Lease upon a partial Taking of the Premises, Building, Property or ProjectLease.

Condemnation. If the whole all or any material part substantially all of the PremisesPremises are condemned, Building taken or Property is taken for appropriated by any public or quasi-public use authority under governmental law, ordinance, or regulation, or by right the power of eminent domain, police power or by private purchase otherwise, or if there is a sale in lieu thereof (a “Taking” or “TakenCondemned”), and this Lease will terminate when title or possession is taken by the Taking would in Landlord’s reasonable judgment materially interfere with condemning authority or impair Landlord’s ownership or operation its designee. If: (a) More than twenty five percent (25%) of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use usable area of the Premises (as resolvedis Condemned, or if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules portion of the American Arbitration Association)Premises is Condemned so that the Premises are thereby rendered materially unusable for Tenant’s use, then upon written notice by either Landlord or Tenant may terminate this Lease when title or possession is taken by the condemning authority or its designee by delivering written notice to the other within fifteen (15) days thereafter. Landlord also may terminate this Lease shall terminate and Rent shall be apportioned as if more than twenty five percent (25%) of said date. If part any of the following are Condemned the leasable area of the rest of the Building; the leasable area of the Project (other than the Building); or the Common Area of the Building; or the parking area. (b) Part of the Premises shall be Taken, is Condemned and this Lease is not terminated as provided aboveterminated, Landlord shall promptly restore will attempt to make the Premises and the Building and Property 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, the Building’s Share of Project 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 rightnecessary repairs so that, to the extent that same shall not diminish reasonably possible, the remaining part of the Premises will be a complete architectural unit. Otherwise, Landlord’s awardrestoration will be conducted as described in Section 16.1, except that Landlord will not be required to make begin repairs until a reasonable time after it receives any necessary building permits and substantially all of the proceeds of any awards granted for the Condemnation. After the date title or possession is taken by the condemning authority or its designees, base rent and Tenant’s share of Taxes and Operating Costs will be reduced in proportion to the area of the Premises Condemned. All proceeds, income, rent, awards and interest in connection with any Condemnation will belong to Landlord, whether awarded as compensation for diminution of value to the leasehold improvements, or the unexpired portion of this Lease, or otherwise. Tenant waives all claims against Landlord and the condemning authority with respect thereto, although if this Lease is terminated as a result of a condemnation Tenant may assert a separate claim in a separate proceeding against the condemning authority (but for costs of relocation, provided that such claim and any award therefor will not reduce or otherwise 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 in 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, Building, Property or Project.way,

Condemnation. If the whole twenty-five percent (25%) or any material part more of the Premises, Building or Property the parking area for the Premises is taken for any public or quasi-public use under quasipublic purpose by any lawful governmental lawpower or authority, ordinance, or regulation, or by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or by private purchase in lieu thereof sold to prevent such taking (each such event being referred to as a “Taking” or “TakenCondemnation”), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant may, at its option, terminate this Lease as of the date title vests in the condemning party. If the Building after any Condemnation and any repairs by Landlord would be untenantable for the conduct of Tenant’s business operations, Tenant shall have the right to terminate this Lease as of the date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to the other this Lease party given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. Tenant shall terminate and Rent shall be apportioned as not because of said datesuch taking assert any claim against Landlord. 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 Building and Property 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, the Building’s Share of Project 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 Tenantproceeds of all Condemnation awards (except separate awards for trade fixtures and relocation expense), and Tenant hereby assigns to Landlord Tenant’s interest, if any, all of its interest in such awardawards. If less than twenty-five percent (25) of the Building or the parking area is taken, Landlord at its option may terminate this Lease. If neither Landlord nor Tenant elects to terminate this Lease to the extent permitted above, Landlord shall have promptly proceed to restore the rightPremises, to the extent that same shall not diminish of any Condemnation award received by Landlord’s award, to make substantially their same condition as existed prior to such Condemnation, allowing for the reasonable effects of such Condemnation, and a separate claim against the condemning authority (but not Landlord) for such compensation as may proportionate abatement shall 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 Tenantthe Base Rent corresponding to the time during which, and to the portion of the floor area of the Building (adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration. Tenant hereby waives any and all rights it might otherwise have pursuant The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to any provision of state law petition the Superior Court to terminate this the Lease upon in the event of a partial Taking taking of the Premises, Buildingand any other applicable law now or hereafter enacted, Property or Projectare hereby waived by Landlord and Tenant.

Condemnation. If the whole or any material part of the Premises, Building or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany material part of the Premises, Building or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority; provided, however, that Landlord shall only have the right to terminate this Lease as provided above if Landlord terminates the leases of all other tenants in the Building similarly affected by the taking and provided further that to the extent that the Premises is not adversely affected by such taking and Landlord continues to operate the Building as an office building, Landlord may not terminate this Lease. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a “Taking” period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or “Taken”)the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not diminish the Taking would in award available to Landlord’s reasonable judgment materially interfere , its ground lessor with or impair Landlord’s ownership or operation of respect to the Building or PropertyProject or its mortgagee, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with such claim is payable separately to Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and . All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingbe so terminated, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Tenantproportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises, Building, Property or Project. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

Condemnation. (a) If the whole or any material part all of the Premises, Building or Property Demised Premises is taken or condemned for any a public or quasi-public use, or if a portion of the Demised Premises is taken or condemned for a 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 Building or Property, or would remaining portion thereof is not usable by Tenant in the reasonable judgment opinion of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolvedLandlord, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemnor or the date on which the Demised Premises are not usable by Tenant. In such event, the Base Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned as and paid in full by Tenant to Landlord to that date, all Base Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall be repaid by Landlord to Tenant on the date such apportioned payment is made, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of said date. either party under this Lease which has accrued on or prior to such termination date shall survive. (b) If only part of the Demised Premises shall be Taken, is taken or condemned for a public or quasi-public use and this Lease is does not terminated as provided aboveterminate pursuant to Section 21(a), Landlord shall promptly shall, to the extent of the award it receives, restore the Demised Premises to a condition and the Building and Property to a size as nearly comparable as is commercially reasonable under reasonably possible to the circumstances to their condition and size thereof immediately prior to such partial Taking the taking, and there shall be an equitable adjustment to the rentable square footage Base Rent and Additional Rent according to the value of the Building, Demised Premises before and after the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, taking. (c) Landlord shall be entitled to receive the entire price or award from in any such Taking without proceeding with respect to any payment to Tenanttaking provided for in this Section 21, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in shall receive no part of such award. Nothing herein contained shall be deemed to prohibit Tenant shall have from making a separate claim, against the rightcondemnor, to the extent that same shall not diminish Landlord’s awardpermitted by law, to make a separate claim against 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 value of Tenant’s 's leasehold estate, moveable trade fixtures, if a separate award for machinery and moving expenses, provided that the making of such items is made to Tenant. Tenant hereby waives any claim shall not 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, Building, Property does not adversely affect or Projectdiminish Landlord's award.

Condemnation. If the whole or any material part of the Property or the Premises shall be taken in condemnation, or transferred by agreement in lieu of condemnation, which in Tenant’s reasonable judgment, materially and adversely affects Tenant’s Permitted Use of the Premises, Building or Property 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, materially interfere interferes with or impair Landlord’s impairs its ownership or operation of the Building or Property, then either Tenant or would in Landlord may terminate this Lease by serving the reasonable judgment other party with written notice of Landlord and Tenant either prevent or materially interfere with Tenant’s use same, effective as of the Premises (taking date. If neither Tenant nor Landlord elects to terminate this Lease as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association)aforesaid, then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned on the taking date only as of said date. If part to that portion of the Premises shall be Takenso taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project and the Rent and other charges payable hereunder during the unexpired Term by Tenant shall be reduced to such extent as may be fair and reasonable under the circumstancesproportionally. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantto, and Tenant hereby assigns to Landlord any interests it might have in, the entire condemnation award for all realty and improvements and the value of Tenant’s leasehold interest, if any, in such award. Tenant shall have shall, to the right, extent available from the condemning authority and separately awarded to Tenant but only to the extent that same shall not diminish Landlord’s award, be entitled to make a separate claim against an award for Alterations, trade fixtures, T▇▇▇▇▇’s personal property, and reasonable moving expenses only, provided T▇▇▇▇▇ independently petitions the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses same. Notwithstanding the aforesaid, if any condemnation only takes a portion of the parking area and damage the remaining portion of the parking area is sufficient to provide Tenant, in Tenant’s trade fixturesreasonable opinion, 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 with adequate parking, this Lease upon a partial Taking of the Premises, Building, Property or Projectshall continue in full force and effect without modification.

Condemnation. If the whole or any material part of the Premises, Building or Property is Common Areas required for the use of the Premises shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the material reconstruction or remodeling of eminent domainany material part of the Premises, Building or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof (a “Taking” of such taking by eminent domain or “Taken”)condemnation, and Landlord shall have the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation option to terminate this Lease effective as of the Building date possession is required to be surrendered to the authority. If any material part of the Premises or Property, or would in Common Areas required for the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (e.g., the parking facilities) is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as resolvedof the date possession is required to be surrendered to the authority, if Tenant shall not because of such taking assert any claim against Landlord or the parties are unable authority for any compensation because of such taking and Landlord shall be entitled to agreethe entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of ▇▇▇▇▇▇’s personal property and fixtures belonging to Tenant and removable by arbitration by a single arbitrator with Tenant upon expiration of the qualifications and experience appropriate to resolve the matter and appointed Lease Term pursuant to the terms of this Lease, and acting for moving expenses, so long as such claim is payable separately to Tenant or is otherwise separately identifiable. Notwithstanding anything in accordance with this Article 13 to the rules contrary, Tenant shall be entitled to receive fifty percent (50%) of the American 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 “bonus value” of the Premises shall be Takenleasehold estate in connection therewith, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 Tenantremaining fifty percent (50%), and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant which bonus value shall have the right, be equal to the extent that same shall not diminish Landlord’s award, to make a separate claim against difference between the Rent payable under this Lease and the sum established by 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 the award for compensation for the leasehold. All Rent shall be apportioned as of the date of such items is made to Tenanttermination. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking, Building, Property or Projectbut nothing herein shall preclude Tenant from seeking a recovery from the condemning authority to the extent Landlord’s award is not reduced as a result thereof.

Condemnation. If the whole all or any material part of the Premises, Building or Mortgaged Property is condemned and taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right the power of eminent domain, Mortgagee will have the right to demand that all damages awarded on account of the taking of or damages to the Mortgaged Property (the "Award") be paid to Mortgagee up to the amount then secured by private purchase this Mortgage. Notwithstanding the foregoing, in lieu thereof the event of a partial taking under the power of eminent domain, any Award will, if Mortgagor requests, be used for restoration and/or replacement of the Mortgaged Property (a “Taking” or “Taken”hereafter referred to as "Restoration") provided: (a) no Event of Default exists, (b) Restoration is reasonably feasible as determined by an independent contractor approved by Mortgagee (hereafter referred to as the "Contractor"), and (c) if the Taking would Award is insufficient to pay in Landlord’s reasonable judgment materially interfere full the costs of Restoration, as estimated by the Contractor, Mortgagor shall have deposited with or impair Landlord’s ownership or operation Mortgagee in escrow, prior to the release of any of the Building or PropertyAward, or would in sufficient additional funds to fund such estimated costs, and (d) Mortgagee shall have approved the reasonable judgment building plans of Landlord Mortgagor regarding Restoration before Restoration is commenced (which approval shall not be unreasonably withheld). Mortgagee may disburse the Award and Tenant either prevent or materially interfere any amounts deposited with Tenant’s use of the Premises (it as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting aforesaid in accordance with the rules whatever procedures, safeguards and requirements it elects that are customary for disbursements by construction lenders of construction loan proceeds in Mobile County, Alabama and may cease making disbursements and may apply any portion of the American Arbitration Association), Award then upon written notice by Landlord or Tenant remaining to the other this Lease shall terminate and Rent shall be apportioned as indebtedness secured hereby at any time after an Event 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 Building and Property 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, the Building’s Share of Project 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, Building, Property or ProjectDefault occurs.

Condemnation. If the whole or any material part of the Premises, Building Building, Property or Property 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 Building or PropertyProject, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant▇▇▇▇▇▇’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Premises, Building and Property 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, the Building’s Share of Project Premises 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, Building, Property or Project.

Condemnation. (a) If the whole or any material part all of the Premises, Building or Property Demised Premises is taken or condemned for any a public or quasi-public use, or if a material portion of the Demised Premises is taken or condemned for a 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 Building or Property, or would remaining portion thereof is not usable by Tenant in the reasonable judgment opinion of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolvedLandlord, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemnor or the date on which Tenant is deprived of possession of the Demised Premises. In such event, the Base Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned as and paid in full by Tenant to Landlord to that date, all Base Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of said date. either party, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. (b) If only part of the Demised Premises shall be Taken, is taken or condemned for a public or quasi-public use and this Lease is does not terminated as provided aboveterminate pursuant to Section 21(a), Landlord shall promptly shall, to the extent of the award it receives, restore the Demised Premises to a condition and the Building and Property to a size as nearly comparable as is commercially reasonable under reasonably possible to the circumstances to their condition and size thereof immediately prior to such partial Taking the taking, and there shall be an equitable adjustment to the rentable square footage Base Rent and Additional Rent based on the actual loss of use of the Building, Demised Premises suffered by Tenant from the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, taking. (c) Landlord shall be entitled to receive the entire price or award from in any such Taking proceeding with respect to any taking provided for in this Section 21, without deduction therefrom for any payment to Tenantestate vested in Tenant by this Lease, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in shall receive no part of such award. Nothing herein contained shall be deemed to prohibit Tenant shall have from making a separate claim, against the rightcondemnor, to the extent permitted by law, for the value of Tenant’s moveable trade fixtures, machinery and moving expenses, provided that same the making of such claim shall not and does not adversely affect or 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, Building, Property or Project.

Condemnation. If If, during the whole Lease Term or any material extension thereof, all or a substantial part of the Premises, Building or Property is Demised Premises 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 shall terminate and the monthly installments of Rent shall be abated during the unexpired portion of the Lease Term, effective from the date of the taking. If less than a substantial part of the Demised Premises is taken for public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or is conveyed to the condemning authority under threat of condemnation, Landlord, at its option, may by private purchase in lieu thereof written notice terminate this Lease. If Landlord does not terminate this Lease, Landlord shall promptly, at Landlord's expense, restore and reconstruct the buildings and improvements (a “Taking” other than leasehold improvements made by Tenant or “Taken”)any assignee, and the Taking would in Landlord’s reasonable judgment materially interfere with subtenant or impair Landlord’s ownership or operation other occupant of the Building or Property, or would Demised Premises) situated on the Demised Premises in order to make the reasonable judgment same reasonably tenantable and suitable for the use for which the Demised Premises is leased as defined in Section 6.01. The monthly installments of Rent payable under this Lease during the unexpired portion of the Lease Term shall be adjusted equitably. Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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 each be entitled to receive the entire price or award from and retain such separate awards and portions of lump sum awards as- may be allocated to their respective interests in any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardcondemnation proceeding. Tenant shall have the right, to the extent that same The termination of this Lease shall not diminish Landlord’s award, to make a separate claim against affect 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, Building, Property or Projectparties to such awards.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 Building or PropertyProject, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If the whole twenty-five percent (25%) or any material part more of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold in lieu of condemnation 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 purpose (a “Taking” or “Taken”"Condemned"), and the Taking would in Landlord’s reasonable judgment materially interfere with then Tenant or impair Landlord’s ownership or operation Landlord may terminate this Lease as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Premises (as resolvedis taken and title vests in such condemning authority, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as adjusted to the date of said datetermination. If part Tenant shall not because of such condemnation assert any claim against Landlord or the Premises shall be Takencondemning authority for any compensation because of such condemnation, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 amount of any award without deduction for any estate of interest or other interest of Tenant; provided, however, the foregoing provisions shall not preclude Tenant, at Tenant's sole cost and expense, from obtaining any separate award to Tenant for loss of or damage to Tenant's Property or for damages for cessation or interruption of Tenant's business provided such award is separate from any Landlord's award and provided further such Taking without any payment separate award does not diminish nor otherwise impair the award otherwise payable to Landlord. In addition to the foregoing, Tenant shall be entitled to seek compensation for the relocation costs recoverable by Tenant pursuant to the provisions of California Government Code Section 7262. If neither party elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the Premises or the Building, as applicable, to substantially its same condition prior to such partial condemnation, allowing for the reasonable effects of such partial condemnation, and a proportionate allowance shall be made to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestas reasonably determined by Landlord, if any, in such award. Tenant shall have for the right, Rent corresponding to the extent that same time during which, and to the part of the Premises of which, Tenant is deprived on account of such partial condemnation and restoration. Landlord shall not diminish Landlord’s award, be required to make a separate claim against the condemning authority (but not Landlord) spend funds 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 restoration in excess of the Premises, Building, Property or Projectamount received by Landlord as compensation awarded.

Condemnation. (a) If the whole or any material part of the Premises, Building Premises shall be taken by eminent domain or Property is taken condemned for any a public or quasi-public use under governmental law, ordinance, (or regulation, or by right of eminent domain, or by private purchase any transfers made in lieu thereof) and a part thereof remains which is suitable for the use contemplated pursuant to this Lease so that there is no material interference with Tenant’s operations in the Premises, (a “Taking” or “Taken”)i) this Lease shall, as to the part so taken, terminate as of the date title shall be taken by the condemnor, and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation rent payable hereunder shall be adjusted so that Tenant shall be required to pay for the remainder of the Building or Property, or would in Term only such portion of the reasonable judgment rent as the value of Landlord and Tenant either prevent or materially interfere with Tenant’s use the part remaining after the condemnation bears to the whole of the Premises immediately before the date of condemnation or (as resolvedii) at Landlord’s or Tenant’s option, if the parties are unable to agree, by arbitration by a single arbitrator with entire Lease shall terminate and the qualifications and experience appropriate to resolve Tenant shall deliver vacant possession of the matter and appointed pursuant to and acting Premises in accordance with the rules terms of the American 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 dateLease. If part all of the Premises shall be Takentaken or condemned, and or so much thereof that the use by Tenant shall be materially impaired, this Lease is not terminated shall terminate as provided above, Landlord of the date title shall promptly restore be taken by the Premises condemnor and the Building rent herein reserved shall be apportioned and Property as nearly as is commercially reasonable under paid in full by Tenant to Landlord to that date and all rent prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant. (b) Tenant shall have the circumstances right to their condition prior make a claim against the condemning authority for its unamortized cost of leasehold improvements installed after the Effective Date to such partial Taking the extent paid for by Tenant, its movable fixtures and the rentable square footage of the Building, the rentable square footage of the Premises, its relocation benefits (“Tenant’s Share of Operating Expenses, Property”). Subject to the Building’s Share of Project 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 Takingforegoing, Landlord shall be entitled to receive claim and have paid to it for the entire price use and benefit of Landlord all compensation and damages for and on account of or award arising out of such taking or condemnation, without deduction from the amount thereof for and on account of any such Taking without any payment right, title, interest or estate of Tenant in or to Tenant, and Tenant hereby assigns to Landlord the Premises or matter relating thereto. Other than the Tenant’s Property, Tenant expressly waives all its rights to just compensation for the taking of its leasehold 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, Building, Property or Project.

Condemnation. (a) If the entire Premises are taken by eminent domain, or purchased in lieu thereof(hereafter called "condemnation"), this Lease will terminate on the date that possession of the Premises is taken by the condemning authority. (b) If a portion of the Premises less than the whole is condemned, provided the remainder continues in Tenant's judgment to be suitable for the business of Tenant, this Lease shall terminate only for the part taken, and otherwise shall continue in full force and effect for the remaining portion of the Premises with an abatement of rent in the same proportion as to the square feet of leased space so taken or condemned. (c) In the event of either a partial or entire taking, Landlord reserves to itself the full amount of any award or compensation attributable in whole or any material in part to the fair market value of the Premises, Building or Property is taken to the value of Tenant's Leasehold interest in the Premises. Notwithstanding the foregoing, however, Landlord does not reserve, and Tenant does not waive in favor of Landlord, and may make a claim and receive from the condemning authority any compensation attributable to Tenant's own machinery and equipment or for any public moving expenses for which Tenant may be entitled to compensation under law. (d) If the condemnor should take only the right to possession for the duration of any emergency or quasi-public use under governmental lawother temporary condition, ordinancethen, or regulationnotwithstanding anything hereinabove provided, 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate continue in full force and Rent effect without any abatement of rent, but the amounts payable by the condemnor with respect to any period of time prior to the expiration of sooner termination of this Lease shall be apportioned as paid by the condemnor to Landlord and the condemnor shall be considered a subtenant of said dateTenant. If part of the Premises shall be Taken, and this Lease is not terminated as provided aboveamounts payable hereunder by the condemnor are paid in monthly installments, Landlord shall promptly restore apply the Premises and the Building and Property amount of such installments, or 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, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced to such extent much thereof as may be fair and reasonable under necessary for the circumstances. Upon any such Takingpurpose, Landlord shall be entitled to receive toward the entire price or award amount of rent due from any such Taking without any payment to TenantTenant as rent for that period, and Tenant hereby assigns shall pay to Landlord Tenant’s interest, if any, in such award. Tenant shall have any deficiency between the right, to monthly amount thus paid by the extent that same shall not diminish Landlord’s award, to make a separate claim against condemnor and 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 amount of state law to terminate this Lease upon a partial Taking of the Premises, Building, Property or Projectrent.

Condemnation. If the whole or any material part of the Premises, Building or Property 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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, Building, Property or Project.

Condemnation. If 22.01 If, at any time during the Term of this Lease, title to the whole or any material part materially all of the Premises, Building or Property and/or Demised Premises is taken for any public by the exercise of the right of condemnation or quasi-public use under governmental law, ordinance, or regulation, eminent domain (hereinafter referred to as the "proceedings") or by right agreement between Landlord and those authorized to exercise such right, this Lease will terminate and expire on the date of eminent domainsuch taking, or all Fixed and Additional Rent provided to be paid by private purchase in lieu thereof (a “Taking” or “Taken”)Tenant will be apportioned and paid to the date of such taking, and the Taking would total award made in such proceedings will be paid to Landlord’s reasonable judgment ; provided, however, Tenant shall be entitled to claim, prove and receive in the condemnation proceeding such award or compensation, if any, as may be allowed for Tenant's personal property, but only if such award or compensation shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award or compensation made or paid by it to Landlord. For the purpose of this Article 22, "materially interfere with or impair Landlord’s ownership or operation all of the Building or Propertyand/or Demised Premises" will be deemed to have been taken if, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use as a result of the Premises (taking, the premises remaining after such taking are not reasonably usable for Tenant's business purposes. Any dispute as resolved, if to whether the parties premises are unable to agree, reasonably usable for Tenant's business purposes will be settled by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting be held in New Jersey in accordance with the rules of the American Arbitration AssociationAssociation then in effect. Judgment may be entered on the arbitrator's determination in any court having jurisdiction and the parties consent to the jurisdiction of the Superior Court New Jersey courts for this purpose. 22.02 If, at any time during the Term of this Lease, title to less than materially all of the Building and/or Demised Premises is taken as aforesaid (a "Partial Condemnation"), then upon the entire award will be paid to Landlord, and Landlord will have the option to (a) restore the Building and/or Demised Premises to an architecturally and/or functionally complete unit with reasonable promptness, subject to Unavoidable Delays, provided that after such restoration the Demised Premises as restored is sufficient to meet Tenant's needs, or (b) terminate this Lease. Landlord will exercise its option to cancel by written notice by Landlord or to Tenant to be given not more than forty-five (45) days from the other this Lease shall terminate and Rent shall be apportioned as date of said date. If part of the Premises shall be Taken, such Partial Condemnation and this Lease will become null and void ninety (90) days after said notice; provided further that, if Landlord opts to restore the Demised Premises, but such restoration is not terminated completed within one hundred fifty (150) days, and Tenant is not able to reasonably continue the operation of its business at the Demised Premises as provided abovea result thereof, the Tenant shall have the option of terminating the Lease by serving written notice of such termination on or before ten (10) days subsequent to such 150-day period and the failure of Tenant to so notify Landlord shall promptly restore constitute a waiver of the Premises and right of termination. 22.03 If title to less than materially all of the Building and/or Demised Premises is taken as aforesaid and Property as nearly as is commercially reasonable under this Lease continues, the circumstances Fixed Rent, and any Additional Rent will be reduced to their condition prior an amount equivalent to such partial Taking and the rentable proportionate square footage of the BuildingDemised Premises. 22.04 Tenant further agrees that if, at any time after the date hereof, the rentable square footage whole or any part of the PremisesBuilding and/or Demised Premises is taken or condemned by any competent authority for its temporary use or occupancy (herein a "Taking"), Tenant’s Share of Operating Expensesthis Lease will not terminate by reason thereof and Tenant will continue to pay, in the manner and at the time herein specified, the Building’s Share full amount of Project the Base Rent and the all Additional Rent payable hereunder during by Tenant hereunder, and, except only to the unexpired Term shall be reduced to such extent as that Tenant may be fair prevented from so doing pursuant to the terms of the order of the condemning authority, to perform and reasonable under observe all of the circumstancesother terms, covenants, conditions and obligations hereof upon the part of Tenant to be performed and observed, as though such Taking had not occurred. Upon In the event of any such Taking, Landlord shall Taking Tenant will be entitled to receive the entire price or amount of any award from any made for such Taking without any payment applicable to Tenantthe Demised Premises, whether paid by way of damages, rent or otherwise (except that if the award is made in a lump sum, the award will be held by the Landlord and paid out to Tenant hereby assigns in equal monthly installments), except that portion of the award attributable to Landlord Tenant’s interestor for restoration, if any, which will be held by and belong to the Landlord, provided, however, if such period of temporary use or occupancy shall extend beyond the expiration date or termination of this Lease such award shall be apportioned between Landlord and Tenant as of such date of expiration or termination of the Term. If the period of temporary use or occupancy ends during the Term of this Lease, Tenant will, at its sole cost and expense, restore the Demised Premises as nearly as practicable to the condition of the same immediately prior to the Taking, and if the period of temporary use or occupancy does not end during the Term of this Lease, Landlord will be entitled to the portion of the award that is attributable to restoration of the Demised Premises. 22.05 Except as expressly provided in such award. the preceding sections of this Article, Tenant will neither have nor make any claim whatsoever for any award or payment for the Demised Premises or any part thereof, and in any event Tenant shall neither have nor make any claim whatsoever for any award or payment for the right, value of Tenant's leasehold under this Lease or the value of the unexpired portion of the Term of this Lease. Nothing herein shall preclude Tenant from 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) recover for such compensation as may be separately awarded direct loss of its personal property or recoverable by Tenant trade fixtures or for moving expenses and damage to Tenant’s trade fixturesrelocation 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 of the Premises, Building, Property or Projectapplicable.

Condemnation. If In the whole or any material part event of Condemnation of all of the Premises, Building or Property this Lease shall terminate as of the date that the condemning authority is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right entitled to legal possession of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)the Premises, and Tenant shall pay Aggregate Rent to Landlord until such date. In the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation event of the Building or Property, or would in the reasonable judgment Condemnation of Landlord and Tenant either prevent or materially interfere with Tenant’s use only a part of the Premises (A) then, effective as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association)date of vesting of title, then upon written notice by Landlord or Tenant the Aggregate Rent hereunder shall be abated in an amount apportioned according to the other area of the Premises so condemned, and (B) if in Tenant’s commercially reasonable judgment such taking renders the Premises unsuitable for the Use of Premises, Tenant may, at Tenant’s option, terminate this Lease by notifying Landlord of such termination; if Tenant elects not to so terminate this Lease, this Lease shall terminate be and remain unaffected by such Condemnation, except that the Aggregate Rent hereunder shall be apportioned as abated to the extent, if any, hereinbefore provided. In the event of said date. If part any Condemnation of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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 all or a portion of the Premises, Tenant shall be entitled to an award for Tenant’s Share of Operating Expenses, the Building’s Share of Project relocation expenses and the Rent payable hereunder during leasehold improvements placed on the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Premises by Tenant at Tenant’s expense; Landlord shall be entitled to receive the entire price or balance of the award from in such Condemnation proceeding, including, without limitation, any such Taking without any payment to award for the value of the unexpired portion of the Lease Term and the interest vested by this Lease in Tenant, and Tenant hereby expressly and irrevocably assigns to Landlord Tenant’s interestall right, if anytitle and interest of Tenant now or hereafter arising in or to any such award or any part thereof, in and Tenant shall be entitled to receive no part of such award. Tenant shall have the right, Any restoration to the extent that same Premises made necessary by Condemnation shall not diminish be performed by Landlord at 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, Building, Property or Projectsole expense.

Condemnation. If any portion of the whole Premises is appropriated or any material taken under the power of eminent domain which Tenant determines in its reasonable judgment renders the Premises unusable by Tenant, either Landlord or Tenant shall have the right to terminate this Lease, as of the date Tenant is required to vacate the appropriated or condemned part of the Premises, by giving notice in writing of such election within 30 days after receipt by Tenant from Landlord of written notice that Tenant’s Premises have been or will be so appropriated or taken. Notwithstanding the foregoing, Landlord may only exercise its option to terminate this Lease under this Article 15 if Landlord terminates the leases of all other similarly situated tenants occupying premises in the Building which are also subject to the taking. If neither Landlord nor Tenant elects to terminate this Lease, or Property if no portion of the Premises is appropriated or taken for under the power of eminent domain by 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 authority exercising such power as to the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association)Building, 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 to the Building and Property as nearly as is commercially reasonable under the circumstances extent practicable to their condition prior to such partial Taking the taking, and thereafter the rentable square footage Base Rent shall be reduced on an equitable basis, taking into account the relative value of the Building, portion of the rentable square footage Premises taken as compared to the portion remaining. All awards or compensation for any taking of any part of the Premises, whether payable to Landlord or Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced the sole property of Landlord. Notwithstanding anything to such extent as may be fair and reasonable under the circumstances. Upon any such Takingcontrary contained herein, Landlord Tenant shall be entitled to receive the entire price portion of an award of compensation relating to damage to or award from any such Taking without any payment loss of trade fixtures or other personal property belonging to Tenant, and Tenant hereby assigns . Landlord shall be under no obligation to Landlord restore or replace Tenant’s interestfurnishings, 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 equipment and personal property. In the event that the Lease is terminated, Tenant is entitled to reimbursement for any prepaid rent. For the purposes of this Article 15, 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 voluntary sale or conveyance in lieu of state law to terminate this Lease upon condemnation shall be deemed an appropriation or a partial Taking taking under the power of the Premises, Building, Property or Projecteminent domain.

Condemnation. (a) Mortgagor hereby irrevocably assigns to Mortgagee any award or payment which becomes payable by reason of any taking of the Mortgaged Properties, or any part thereof, whether directly or indirectly or temporarily or permanently, in or by condemnation or other eminent domain proceedings or by reason of sale under threat thereof, or in anticipation of the exercise of the right of condemnation or other eminent domain proceedings (hereinafter called a "Taking"). Forthwith upon receipt by Mortgagor of notice of the institution of any proceedings or negotiations for a Taking, Mortgagor shall give notice thereof to Mortgagee. Mortgagee may appear in any such proceedings and participate in any such negotiations and may be represented by counsel. Mortgagor, notwithstanding that Mortgagee may not be a party to any such proceeding, will promptly give to Mortgagee copies of all notices, pleadings judgments, determinations and other papers received by Mortgagor therein. Mortgagor will not enter into any agreement permitting or consenting to the Taking of the Mortgaged Properties, or any part thereof, or providing for the conveyance thereof in lieu of condemnation, with anyone authorized to acquire the same in condemnation or by eminent domain unless Mortgagee shall first have consented thereto in writing, which consent will not be unreasonably withheld. All Taking awards shall be adjusted jointly by Mortgagor and Mortgagee. All awards payable as a result of a Taking shall be paid to Mortgagee, which may, at its option, apply them after first deducting expenses incurred in the collection thereof, to the payment of the Indebtedness, whether or not due and in such order of application as Mortgagee may determine, or to the repair or restoration of the Mortgaged Properties, in such manner as Mortgagee may determine. (b) If the whole Taking involves a Taking of any building or any material other improvement which constitutes part of the PremisesMortgaged Properties, Building Mortgagor shall proceed with reasonable diligence to demolish and remove any ruins and complete repair or Property 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 restoration of the Building Mortgaged Properties as nearly as possible to their respective size, type and character immediately prior to the Taking, whether or Property, not the condemnation awards are available or would adequate to complete such repair or restoration. Mortgagor shall promptly reimburse Mortgagee upon demand for all of Mortgagee's expenses (including reasonable attorney's fees) incurred in the reasonable judgment collection of Landlord awards and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting their disbursement in accordance with this paragraph, and all such expenses, together with interest from the rules date of disbursement at the American Arbitration Associationannual rate stated in the Credit Agreement (unless collection of interest from Mortgagor at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate which may be collected from Mortgagor under applicable law), 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 additional amounts secured by this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, Building, Property or ProjectMortgage.

Condemnation. If In the whole event that all or any material part portion of the PremisesCollateral Property shall be damaged or taken through condemnation (which term shall include any damage or taking by any governmental authority, Building or Property is taken for any public or quasi-public use under governmental lawauthority, ordinanceany party having the power of condemnation, or regulationany transfer by private sale in lieu thereof), 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent any such condemnation shall be apportioned as of said date. If part of the Premises shall be Takenthreatened, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, solely to the extent that same permitted under the Mortgage Loan Documents, Borrower shall give prompt written notice to Lender. Borrower shall not diminish Landlord’s awardsettle or compromise any claim, action or proceeding relating to such damage or condemnation without the prior written consent of Lender; provided that Borrower may make proof of loss and settle or compromise any such claim, action or proceeding solely to the extent permitted under the Mortgage Loan Documents so long as no Default or Event of Default has occurred and is continuing. Any proceeds, award or damages from such damage or condemnation which are not (a) applied to the balance of the loan evidenced by the applicable Mortgage Loan Documents, or (b) used for the restoration and repair of the Collateral Property pursuant to the terms of the Mortgage Loan Documents, such shall be paid to Lender and applied to the payment of the Obligations whether or not then due less reasonable out-of-pocket expenses incurred in connection with the settlement or compromise of such claim, action or proceeding. Notwithstanding anything contained in the Loan Documents to the contrary, Lender hereby agrees that Borrower may use all condemnation proceeds, awards and damages to restore and repair the Collateral Property, provided that such use is permitted under the terms of the Mortgage Loan Documents subject, however, to make a separate claim against disbursement, oversight, inspection and monitoring requirements and controls required by the condemning authority (but not Landlord) Mortgage Lender so long as the Mortgage Loan is outstanding and, thereafter, subject to disbursement, oversight, inspection and monitoring requirements and controls customary for such compensation as may be separately awarded or recoverable by Tenant construction loans 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, Building, Property or Projectsimilar type properties in similar geographic areas.

Condemnation. If the whole twenty-five percent (25%) or any material part more of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold in lieu of condemnation 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 purpose (a “Taking” or “Taken”"Condemned"), and the Taking would in Landlord’s reasonable judgment materially interfere with then Tenant or impair Landlord’s ownership or operation Landlord may terminate this Lease as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Premises (as resolvedis taken and title vests in such condemning authority, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as adjusted to the date of said datetermination. If part Tenant shall not because of such condemnation assert any claim against Landlord or the Premises shall be Takencondemning authority for any compensation because of such condemnation, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 amount of any award without deduction for any estate of interest or other interest of Tenant; provided, however, the foregoing provisions shall not preclude Tenant, at Tenant's sole cost and expense, from obtaining any separate award from any such Taking without any payment to Tenant for loss of or damage to Tenant's trade fixtures and removable personal property or for damages for cessation or interruption of Tenant's business provided such award is separate from Landlord's award and provided further such separate award does not diminish nor impair the award otherwise payable to Landlord. In addition to the foregoing, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have be entitled to seek compensation for 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 relocation costs 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 the provisions of state law to terminate this Lease upon California Government Code Section 7262. If a partial Taking substantial portion of the Premises, BuildingBuildings or the Lot is so Condemned, Property Landlord or ProjectTenant may terminate this Lease. If neither party elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the Premises or the Buildings to substantially its same condition prior to such partial condemnation, allowing for the reasonable effects of such partial condemnation, and a proportionate allowance shall be made to Tenant, as reasonably determined by Landlord, for the Rent corresponding to the time during which, and to the part of the Premises of which, Tenant is deprived on account of such partial condemnation and restoration. Landlord shall not be required to spend funds for restoration in excess of the amount received by Landlord as compensation awarded.

Condemnation. If the whole or any material part of the Premises, Building Buildings or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany material part of the Premises, Buildings or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof (a “Taking” of such taking by eminent domain or “Taken”)condemnation, and Landlord shall have the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation option to terminate this Lease effective as of the Building or Propertydate possession is required to be surrendered to the authority; provided, or would however, that Landlord shall only have the right to terminate this Lease as provided above if Landlord terminates the leases of all other tenants in the reasonable judgment Buildings, if any, similarly affected by the taking and provided further that to the extent that the Premises is not adversely affected by such taking and Landlord continues to operate the Buildings as office buildings or life sciences buildings, Landlord may not terminate this Lease. If more than twenty-five percent (25%) of Landlord and Tenant either prevent or materially interfere with Tenant’s use the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as resolvedof the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, if except that Tenant shall have the parties are unable right to agree, file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by arbitration by a single arbitrator with Tenant upon expiration of the qualifications and experience appropriate to resolve the matter and appointed Lease Term pursuant to the terms of this Lease, and acting in accordance for moving expenses, so long as such claims do not diminish the award available to Landlord, its ground lessor with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant respect to the other this Lease shall terminate Buildings or Project or its mortgagee, and such claim is payable separately to Tenant. All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingbe so terminated, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Tenantproportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises, Building, Property or Project. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

Condemnation. If condemnation proceedings or other action is taken for the whole purpose of condemning or taking by eminent domain the Leased Premises or the land on which the Leased Premises are located, or any material part of them, or if, in lieu of a formal condemnation or taking action, Landlord grants an option to purchase, or sells and conveys the Leased Premises or any part of them to a governmental agency or body of any kind, or to a public utility or public authority seeking to take all or part of the Premisesland or premises, Building this Lease, at the option of Landlord, shall terminate and the Term of it shall come to an end as of the date Landlord fixes by written notice to Tenant as if that date was the date originally fixed in this Lease for its expiration. Tenant shall vacate the Leased Premises on or Property is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or before the date fixed by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)Landlord, and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord fixed annual rent and any other charges to be paid by Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 datethe date Tenant vacates the Leased Premises. If ▇▇▇▇▇▇ agrees to vacate the Leased Premises, remove all its personal property, and deliver peaceable possession of the Leased Premises to Landlord or to such other party as Landlord may designate. ▇▇▇▇▇▇ agrees to execute and deliver any instruments, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to any such governmental agency or body or other public authority or utility seeking to take or acquire all or part of the Premises lands and premises. If Tenant fails to comply with any provisions of this clause, it shall be Takenresponsible for any costs, expenses, damages, and losses that Landlord may incur because of Tenant's failure to comply with this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 awardprovision. Tenant shall have no claim or right to claim, nor be entitled to any portion of any amount Landlord may be awarded as damages, or paid as the rightresult of such taking or condemnation proceedings, or which may be paid to Landlord as the extent that same shall not diminish Landlord’s awardpurchase price for such option, to make sale, or conveyance made in lieu of formal condemnation proceedings. Tenant may, however, file a separate claim against for the condemning authority (but taking of any fixtures or equipment owned by it which have not become Landlord) 's property, for moving expenses, or for loss of Tenant's leasehold interest, provided such compensation as may be separately awarded or recoverable claim 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, Building, Property shall in no way affect or Projectdiminish Landlord's award.

Condemnation. If In the event the Building shall be taken, in whole or any material part in part, by condemnation or the exercise of the Premises, Building or Property 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 if in lieu thereof (a “Taking” of any formal condemnation proceedings or “Taken”)actions, if any, Landlord shall sell and convey the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or PropertyPremises, or any portion thereof, to the governmental or other public authority, agency, body, or public utility, seeking to take the Premises, the Property or any substantial portion thereof which would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with adversely affect Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage occupancy of the Building, then Landlord, at its option, may terminate this Lease upon ten (10) days’ prior written notice to Tenant and any prepaid rent shall be proportionately refunded from the rentable square footage date of possession by the condemning authority. Landlord shall notify Tenant of the Premises, Tenant’s Share commencement of Operating Expenses, the Building’s Share of Project 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 Takingcondemnation proceeding within fourteen (14) days of Landlord’s receiving notice of the same. All damages awarded for the taking, Landlord shall be entitled to receive or paid as the entire purchase price for the sale and conveyance in lieu of formal condemnation proceedings, whether for the fee or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s the leasehold interest, if anyshall belong to and be the property of Landlord; provided, in such award. however, Tenant shall have the right, sole right to the extent that same shall not diminish Landlord’s award, to make a separate claim against reclaim 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 own right on account of any and all rights it costs or loss, including loss of business, to which Tenant might otherwise have pursuant be put in removing Tenant’s merchandise, furniture, fixtures, leasehold improvements, and equipment to a new location so long as any provision such separate award does not diminish Landlord’s award. Tenant shall execute and deliver any instruments, at the expense of state law Landlord, that Landlord may deem necessary to expedite any condemnation proceedings, to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property and Premises, or any portion thereof. Tenant shall vacate the Premises, remove all Tenant’s personal property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions of this Section 14.2 shall subject Tenant to such costs, expenses, damages, and losses as Landlord may incur by reason of Tenant’s breach hereof. If Landlord chooses not to terminate this Lease, then to the extent and availability of condemnation proceeds received by Landlord and subject to the rights of any mortgagee thereto, Landlord shall, at the sole cost and expense of Landlord and with due diligence and in a good and workmanlike manner, restore and reconstruct the Premises (exclusive of any of Tenant’s property or Tenant’s improvements) within one hundred eighty (180) days from the date Landlord receives the applicable condemnation proceeds, and such restoration and reconstruction shall make the Premises reasonably tenantable and suitable for the general use being made by Tenant prior to the taking; provided, however, that Landlord shall have no obligation to restore and reconstruct Tenant’s leasehold improvements unless and to the extent that Landlord receives an award of condemnation proceeds specifically designated as compensation for such improvements. Notwithstanding the foregoing, if Landlord has not substantially completed the restoration and reconstruction within one hundred eighty (180) days from the date Landlord receives the condemnation proceeds, Tenant, in addition to any other rights and remedies Tenant may have, shall have the right to cancel this Lease. If this Lease upon a partial Taking continues in effect after the physical taking, the rent payable hereunder shall be equitably adjusted both during the period of restoration and reconstruction and during the unexpired portion of the Premises, Building, Property or ProjectLease Term.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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, materially interfere with or impair Landlord’s ownership or operation of the Building or PropertyProject, or then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If the Taking would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the remaining Premises for the Permitted Use (including permanently preventing reasonable access to the remaining Premises and/or the parking at the Project) (all as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon either party shall have the right to terminate this Lease by written notice by Landlord or Tenant to other party within 30 days after the other Taking in which case this Lease shall terminate and Rent 30 days thereafter unless either party elects, in writing during such 30 day period following the other party’s election to terminate, to require arbitration of the matter in which case if this Lease is being terminated based on the arbitrator’s decision, it shall be apportioned as of said dateterminate 30 days after the arbitrator’s decision. 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If the whole or any material a substantial part of the Premises, Project or the Building or Property is shall be taken for any public or quasi-public use under governmental law, ordinance, purpose by any lawful power or regulation, or authority by exercise of the right of appropriation, condemnation or eminent domain, or by private purchase in lieu thereof sold to said authority to prevent such taking (collectively, a “Taking” or “Taken”), and Landlord shall have the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation right to terminate this Lease effective as of the Building or Propertydate possession is required to be surrendered to said authority, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 that date. If For purposes of this Section 19, a substantial part of the Premises or the Building shall be Takenconsidered to have been taken if, and in Landlord’s good faith opinion, the taking shall render the Building commercially impractical or undesirable for Landlord to permit this Lease is to continue or to continue operating the Building. Tenant shall not terminated as provided above, assert any claim against Landlord shall promptly restore or the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior taking authority for any compensation arising out of or related to such partial Taking taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 amount of any award without deduction for any estate or interest of Tenant but reserves the right to assert a claim on its own behalf against the condemning authority, which claim shall have no bearing on Landlord’s award. If Landlord does not elect to terminate this Lease, the Annual Base Rent and Additional Rent payable by Tenant pursuant to Section 3 shall be adjusted (based on the ratio that the number of square feet of Rentable Area taken from the Premises bears to the number of rentable square feet in the Premises immediately prior to such taking) as of the date possession is required to be surrendered to said authority. Nothing contained in this Section shall be deemed to give Landlord any interest in any award from any such Taking without any payment made to Tenant for the taking of personal property, fixtures or the leasehold interest belonging to Tenant, as long as such award is made in addition to and Tenant hereby assigns separately stated from any award made to Landlord Tenant’s interest, if any, in such awardfor the Premises and the Building or any loss of income associated with the condemnation. Tenant Landlord shall have the right, no obligation 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 contest 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, Building, Property or Projecttaking.

Condemnation. If a) If, during the whole term of this Lease, all or any material a substantial part of the Premises, Building or Property is Demised Premises should be taken for any public or quasi-public use under any governmental law, ordinanceordinance or regulation or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective from the date of taking of the Demised Premises by the condemning authority. b) If less than a substantial part of the Demised Premises is taken for public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or is sold to the condemning authority under threat of condemnation, Landlord, at its option, may by private purchase in lieu thereof written notice terminate this Lease or shall forthwith at its sole expense restore and reconstruct the buildings and improvements (a “Taking” other than leasehold improvements made by Tenant or “Taken”)any assignee, and the Taking would in Landlord’s reasonable judgment materially interfere with subtenant or impair Landlord’s ownership or operation other occupant of the Building or Property, or would Demised Premises) situated on the Demised Premises in order to make the reasonable judgment of Landlord same reasonably tenantable and Tenant either prevent or materially interfere with Tenant’s use of suitable for the uses for which the Demised Premises (are leased as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting defined in accordance with the rules of the American 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 dateParagraph 4. 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 Building and Property 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, the Building’s Share of Project and the Rent The rent payable hereunder during the unexpired Term portion of this Lease shall be reduced on an average price basis that depends on whether improvements or raw land was condemned and an abatement that is based on the value of the property actually taken in proportion to such extent as may be fair the number of square feet condemned. c) Landlord and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall each be entitled to receive such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. The termination of this Lease shall not affect the entire price or award from rights of the respective parties to such awards. Notwithstanding the foregoing, any such Taking without awards received by Landlord have been collaterally assigned by Landlord to Bank in accordance with the terms of the Deed of Trust; and Tenant agrees that, upon demand from Bank, it shall immediately send any payment such awards received by it for the account of the Landlord to TenantBank. In the event that Bank applies condemnation award to Landlord's indebtedness to it and Landlord doe snot make the repairs as described in (b) above, and Tenant hereby assigns elects to Landlord Tenant’s interestpurchase the Demised Premises in accordance with Paragraph 28 hereof, if any, in such award. Tenant shall have the right, receive a credit to the extent that same shall not diminish Landlord’s award, to make a separate claim against Purchase Price (as hereinafter defined) in 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 amount of the Premises, Building, Property or Projectcondemnation awards applied against Landlord's indebtedness to Bank.

Condemnation. If 15.1 Promptly upon obtaining knowledge of any proceeding for condemnation or eminent domain with respect to the whole or any material part of the Premises, Building or Property 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 Premises (a “Taking” or “TakenCondemnation”), Tenant and Landlord shall each notify the other and Lender, and each shall be entitled to participate in such proceeding at Tenant’s sole expense. Tenant shall pay the costs of such proceeding and Tenant and Landlord, to the extent ethically possible, shall utilize the same legal counsel in such proceeding. Provided, however, that if the Condemnation Award for the applicable Facility exceeds the Landlord’s Purchase Price for the Facility that is subject to the Taking would by more than $2,000,000, the excess funds above that amount (i.e. Purchase Price for the Facility plus $2,000,000) shall first be paid to Tenant to reimburse Tenant for its attorneys’ fees and costs incurred in the Condemnation proceeding, and any remaining proceeds shall thereafter shall be paid to Landlord. Subject to the provisions of this Section 15, Tenant hereby irrevocably assigns to Landlord’s reasonable judgment materially interfere with Lender or impair to Landlord’s ownership , in that order, any award or operation payment in respect of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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 any Condemnation of the Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord or Lender any award relating to the value of the leasehold interest created by this Lease or any award or payment on account of an interruption of Tenant’s Share of Operating Expenses, business at the Building’s Share of Project and Premises or 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 interesttrade fixtures, moving expenses and out-of-pocket expenses incidental to the move, if any, in such award. Tenant shall have the rightavailable, to the extent that same Tenant shall not diminish Landlord’s award, have a right to make a separate claim therefor against the condemning authority condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of Landlord’s interest in the Premises. 15.2 If (but not Landlordi) for such compensation as may be separately awarded the entire Premises or recoverable by Tenant for moving expenses and damage to (ii) a material portion of any Facility or land comprising a portion of the Premises the loss of which would, in Tenant’s trade fixturescommercially reasonable judgment, if render the Premises unsuitable for Restoration or for the continued use and occupancy in Tenant’s business after Restoration, shall be the subject of a separate award for Taking (a “Major Condemnation”), then not later than ninety (90) days after such items is made to Taking has occurred, Tenant shall serve written notice upon Landlord and Lender (“Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision ’s Termination Notice”) of state law Tenant’s intention to terminate this Lease upon a partial on any Base Rent payment Due Date specified in such notice, which Due Date (the “Involuntary Conversion Termination Date”) shall be no sooner than ninety (90) days and no later than one hundred twenty (120) days after Tenant’s Termination Notice but, in any event, not later than the last day of the Term of this Lease. 15.3 In the event of any Taking of a portion of the PremisesPremises which does not result in a termination of this Lease, Buildingthe net award resulting from the Taking, Property i.e., after deducting therefrom all expenses incurred in the collection thereof shall be held in accordance with Section 14.3. In the event of any such Taking, Tenant shall promptly commence and diligently complete the Restoration (as defined in Section 14.3) of the Premises in accordance with all Laws and Legal Requirements and all other terms of this Lease. Any net award from Condemnation not resulting in a termination of this Lease shall be disbursed in the same manner as set forth with respect to Net Proceeds in Section 14.5, provided, however, that Net Proceeds remaining after final payment has been made for such Restoration shall be promptly delivered to Landlord and shall be owned by Landlord. 15.4 No agreement with any Taking authority in settlement of or Projectunder threat of any Taking shall be made by Landlord or Lender without Tenant’s prior written consent (provided, that Tenant’s consent shall, not be required if an Event of Default or a Disqualifying Default then exists and is continuing), or by Tenant without Landlord’s and Lender’s prior written consent. 15.5 In the case of any Taking, all Base Rent, Additional Rent and other obligations of Tenant shall continue unabated until the termination of this Lease.

Condemnation. If the whole Premises leased herein shall be taken under eminent domain or any material part of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinancecondemnation proceedings, or regulationif suit or other action shall be instituted for the taking or condemnation thereof, or by right of eminent domain, or by private purchase 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 thereof (a “Taking” or “Taken”)to any governmental taking authority, then this Lease shall terminate, and the Taking would term hereof shall end as of the date of such taking and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord, except that nothing herein shall affect Tenant’s rights to make a separate claim for moving expenses or trade fixtures provided same does not reduce Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and award. In no event may Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 datemake any claim for its leasehold interest. If only a part of the Premises shall be Takenso taken, and if such taking shall be of a substantial part of the Premises such that the Premises are unsuitable for the reasonable conduct of Tenant’s business, this Lease may be terminated by either Landlord or Tenant by its giving to the other, within 60 days after receipt of notice of such vesting of title, and upon such election by either party this Lease shall terminate, and the term hereof shall end as of the date of such taking. In the event that this Lease is to be so terminated, Tenant agrees to execute and deliver any instruments, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Land, Building and Premises or any portion thereof. Tenant covenants and agrees to vacate the Premises, remove all Tenant’s personal property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provision in this clause shall subject Tenant to such costs, expenses, damages and losses (including reasonable attorney’s fees and costs) as Landlord may reasonably incur by reason of Tenant’s breach hereof. In the event that a partial taking occurs but this Lease continues in full force and effect, then the Premises shall be deemed to include only the portions not terminated as provided aboveso taken. The Fixed Rent hereunder shall be shall be equitably adjusted to reflect any such partial taking. To the extent that no part of the Building on the Premises was taken, the entire award shall be paid to Landlord and Tenant shall have no claim for any part thereof. To the extent that a portion of the Building is taken and neither Landlord nor Tenant have exercised its right to terminate this Lease, the parties shall equitably apportion the award and Landlord shall promptly restore make available to Tenant that portion of the Premises and award equitably allocable to the taking of the portion of the Building for the restoration and Property as nearly as is commercially reasonable under repair of the circumstances to their condition prior to such partial Taking and the rentable square footage remainder of the Building. To the extent such funds are not expended for such purpose, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term they shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, sole property of 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 no 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, Building, Property or Projecttherefor.

Condemnation. (a) If the whole or any material part all of the Premises, Building or Property Demised Premises is taken or condemned for any a public or quasi-public use, or if a portion of the Demised Premises is taken or condemned for a 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 Building or Property, or would remaining portion thereof is not usable by Tenant in the reasonable judgment opinion of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolvedLandlord, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemnor or the date on which the Demised Premises are not usable by Tenant. In such event, the Base Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned as and paid in full by Tenant to Landlord to that date, all Base Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall be repaid by Landlord to Tenant on the date such apportioned payment is made, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of said date. either party under this Lease which has accrued on or prior to such termination date shall survive. (b) If only part of the Demised Premises shall be Taken, is taken or condemned for a public or quasipublic use and this Lease is does not terminated as provided aboveterminate pursuant to Section 21(a), Landlord shall promptly shall, to the extent of the award it receives, restore the Demised Premises to a condition and the Building and Property to a size as nearly comparable as is commercially reasonable under reasonably possible to the circumstances to their condition and size thereof immediately prior to such partial Taking the taking, and there shall be an equitable adjustment to the rentable square footage Base Rent and Additional Rent according to the value of the Building, Demised Premises before and after the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, taking. (c) Landlord shall be entitled to receive the entire price or award from in any such Taking without proceeding with respect to any payment to Tenanttaking provided for in this Section 21, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in shall receive no part of such award. Nothing herein contained shall be deemed to prohibit Tenant shall have from making a separate claim, against the rightcondemnor, to the extent that same shall not diminish Landlord’s awardpermitted by law, to make a separate claim against 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 value of Tenant’s 's leasehold estate, moveable trade fixtures, if a separate award for machinery and moving expenses, provided that the making of such items is made to Tenant. Tenant hereby waives any claim shall not 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, Building, Property does not adversely affect or Projectdiminish Landlord's award.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association)Project, then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. In addition, if a Taking of the whole or any material part of the Premises or the Project would in the reasonable judgment of Tenant either prevent or materially interfere with Tenant’s use of the Premises, Tenant shall have the right to terminate this Lease by written notice to Landlord within thirty (30) days of the date that Landlord’s title has been divested of such property. 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 Building Project, then upon written notice by Landlord this Lease shall terminate and shall be apportioned as of said date. In addition, if a Taking of the whole or Property, any material part of Premises or the Project would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises Premises, Tenant shall have the right to terminate this Lease by written notice to Landlord within thirty (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules 30) days of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as date that Landlord’s title has been of said datesuch property. 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If the whole or any material part a substantial portion of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold in lieu of condemnation 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 purpose (a “Taking” or “TakenCondemned”), and the Taking would in Landlord’s reasonable judgment materially interfere with then Tenant or impair Landlord’s ownership or operation Landlord may terminate this Lease as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Premises (as resolvedis taken and title vests in such condemning authority, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Base Rent shall be apportioned as adjusted to the date of said datetermination. If part Tenant shall not because of such condemnation assert any claim against Landlord or the Premises shall be Takencondemning authority for any compensation because of such condemnation, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 amount of any award without deduction for any estate of interest or award from any such Taking without any payment to other interest of Tenant; provided, however, the foregoing provisions shall not preclude Tenant, and Tenant hereby assigns to Landlord at Tenant’s interestsole cost and expense, if any, in such award. Tenant shall have the right, from obtaining any separate award 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 loss of or damage to Tenant’s trade fixtures, equipment, Permitted Improvements and removable personal property or for damages for cessation or interruption of Tenant’s business provided such award is separate from Landlord’s award in addition to the foregoing, Tenant shall be entitled to seek compensation for loss of business, any and all the relocation costs or the taking of Tenant’s trade fixtures, Permitted Improvements or equipment recoverable by Tenant pursuant to the provisions of North Carolina law. If neither party elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the Premises to substantially the same condition then existing prior to such partial condemnation, allowing for the reasonable effects of such partial condemnation, and a separate award for such items is proportionate allowance shall be made to Tenant. Tenant hereby waives any , for the Base Rent corresponding to the time during which, and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking the part of the PremisesPremises of which, Building, Property or ProjectTenant is deprived on account of such partial condemnation and restoration. Landlord shall not be required to spend funds for restoration in excess of the amount received by Landlord as compensation awarded.

Condemnation. If the whole twenty-five percent (25%) or any material part more of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold in lieu of condemnation 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 purpose (a “Taking” or “TakenCondemned”), and the Taking would in Landlord’s reasonable judgment materially interfere with then Tenant or impair Landlord’s ownership or operation Landlord may terminate this Lease as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Premises (as resolvedis taken and title vests in such condemning authority, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as adjusted to the date of said datetermination. If part Tenant shall not because of such condemnation assert any claim against Landlord or the Premises shall be Takencondemning authority for any compensation because of such condemnation, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 amount of any award without deduction for any estate of interest or other interest of Tenant; provided, however, the foregoing shall not preclude Tenant, at Tenant’s sole cost and expense, from obtaining any separate award to Tenant for loss of, or damage to, Tenant’s Property or for damages for cessation or interruption of Tenant’s business provided such award is separate from any Landlord’s award and does not Table of Contents diminish nor otherwise impair the award otherwise payable to Landlord. In addition to the foregoing, Tenant shall be entitled to seek compensation for the relocation costs recoverable by Tenant pursuant to the provisions of California Government Code Section 7262. If neither party elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the Premises or the Building, as applicable, to substantially the same condition prior to such Taking without any payment partial condemnation, allowing for the reasonable effects of such partial condemnation, and a proportionate allowance shall be made to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestas determined by Landlord, if any, in such award. Tenant shall have for the right, Rent corresponding to the extent that same time during which, and to the part of the Premises of which, Tenant is deprived on account of such partial condemnation and restoration. Landlord shall not diminish Landlord’s award, be required to make a separate claim against the condemning authority (but not Landlord) spend funds 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 restoration in excess of the Premises, Building, Property or Projectcondemnation proceeds received by Landlord.

Condemnation. If the whole or any material substantial part of the Premises, Building or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany part of the Premises, Building or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof (a “Taking” of such taking by eminent domain or “Taken”)condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not diminish the Taking would in award available to Landlord’s reasonable judgment materially interfere , its ground lessor with or impair Landlord’s ownership or operation of respect to the Building or PropertyProject or its mortgagee, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with such claim is payable separately to Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and . All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided abovebe so terminated, Landlord the Rent shall promptly restore be proportionately abated. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises for a period of one hundred and the Building eighty (180) days or less, and Property as nearly as is commercially reasonable under the circumstances provided that such temporary taking does not materially preclude or unreasonably diminish Tenant’s ability to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of conduct business from the Premises, then this Lease shall not terminate but the Base Rent and Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term Direct Expenses shall be reduced abated for the period of such taking in proportion to such extent as may be fair and reasonable under the circumstancesratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from made in connection with any such Taking without any payment to Tenanttemporary taking, and Tenant hereby assigns to Landlord Tenant’s interestprovided, if anyhowever, in such award. that Tenant shall have be entitled to a share of the right, to the extent award for any loss of fixtures and improvements and for moving and other reasonable expenses that same shall do not diminish otherwise reduce 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, Building, Property or Projectrecovery.

Condemnation. If the entire Premises shall be taken by any public authority under the power of eminent domain, then the term of this Lease (or of any option period exercised hereunder) shall cease as of the date possession shall be taken by such public authority and the Rent shall be paid up to that day with a proportionate refund by Landlord of any prepaid Rent. If any part of the Premises material to the operations of Tenant shall be permanently taken under eminent domain, either party to this Lease shall have the right to terminate the Lease by notice in writing delivered to the other party within ten (10) days after notice of such taking and, upon such election, this Lease shall terminate as of the date when title vests in the taking authority and the Rent and all other sums payable under this Lease shall be prorated and paid to the date of termination. If neither party elects to terminate this Lease, Tenant shall continue in possession of the remainder of the Premises and all of the terms of this Lease shall continue in full force and effect, except that the Rent shall be reduced in proportion to the extent of the Premises taken. All damages awarded for any taking under the power of eminent domain, whether for the whole or any material a part of the Premises, Building shall belong to and be the property of the Landlord, whether such damages shall be awarded as compensation for diminution in value to the leasehold or Property is taken to the fee of the Premises; provided, however, that Landlord shall not be entitled to any award made to Tenant for any public or quasi-public use under governmental law, ordinanceloss of business, or regulationdepreciation to, damage to, or by right costs of eminent domainremoval of, or by private purchase in lieu thereof (a “Taking” or “Taken”)for the value of stock, trade fixtures, furniture, and other personal property belonging to the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation Tenant. In the event of a taking of the Building whole or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 any part of the Premises shall be Takenfor temporary use or occupancy, and this Lease is shall not terminated as provided above, Landlord terminate but shall promptly restore the Premises remain in full force and the Building effect and Property as nearly as is commercially reasonable under the circumstances Tenant shall continue 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, the Building’s Share of Project and pay in full the Rent and other charges payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancesthis Lease, without abatement, reduction or suspension. Upon any such Taking, Landlord Tenant shall be entitled to receive the entire price any compensatory award made for such temporary use or award from any such Taking without any payment to Tenantoccupancy provided, and Tenant hereby assigns to Landlord Tenant’s interesthowever, if anysuch taking is to be for a period in excess of ninety (90) days, in such award. the Tenant shall have the right, 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 elect to terminate this Lease upon a partial Taking of the Premises, Building, Property or ProjectLease.

Condemnation. If the whole or any material part a substantial portion of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinanceuseable floor areas of the building, 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 Building or Propertyparking area, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable from time to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 time constituting part of the Premises shall be Takentaken, such that the same shall materially and adversely interfere with the Tenant's ability to conduct business on the Premises as contemplated under the Lease, or if the Tenant's access to the Premises shall be deprived for one (1) month or more, by eminent domain or appropriated by public authority, the Tenant may terminate this Lease by giving written notice to the Landlord within thirty (30) days after such taking or appropriation becomes final and Tenant is informed of same by Landlord in writing, the Landlord enclosing with such notice the applicable notifications of taking from the appropriating public authority. In the event of any such termination, this Lease shall terminate as of the date the Tenant must surrender possession or, if later, the date the Tenant actually surrenders possession, or the date Tenant's access is deprived and the Basic Rent and Additional Rent reserved shall be apportioned and paid to and as of such date. If all or any part of the Improvements or any other improvements from time to time constituting part of the Premises is taken or appropriated by public authority as aforesaid and this Lease is not terminated as provided set forth above, the Landlord shall promptly shall, subject to the rights of any mortgagees, apply any such damages and compensation awarded (net of the costs and expenses, including reasonable attorneys' fees, incurred by the Landlord in obtaining the same) to secure, close and restore so much of the Improvements or other improvements constituting part of the Premises as remain to an architectural whole except that in no event shall the Landlord be obligated to expend more for such replacement than the net amount of any such damages, compensation or award which the Landlord may have received as damages in respect to the Improvements and any other improvements from time to time constituting part of the Building and Property Premises as nearly as is commercially reasonable under the circumstances to their condition they existed immediately prior to such partial Taking taking or appropriation; in such event, there shall be an equitable abatement of Basic Rent in proportion to the loss of useable floor area in the Improvements after giving effect to such replacement, from and after the date the Tenant must surrender possession (or access is deprived) or, if later, the date the Tenant actually surrenders possession and except further, that if, in such event, for any reason any Mortgagee retains any portion of such damages or award and the rentable square footage Landlord tails within thirty (30) days after a request by notice from the Tenant to agree to secure and close the remaining improvements as aforesaid, then the Tenant shall have an additional period of sixty (60) days after the Buildingexpiration of such thirty (30) day period within which to terminate this Lease, in which event, this Lease shall thereupon be void and without recourse to the rentable square footage parties as to obligations thereafter accruing. The Tenant agrees that the foregoing rights shall be its sole remedies, both at law and in equity, for the failure of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project any Mortgagees and the Rent payable hereunder during Landlord to fulfill its obligations to secure and close the unexpired Term shall be reduced to such extent remaining improvements as may be fair and reasonable under the circumstancesaforesaid. Upon any such Taking, The Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenanthereby reserves, and the Tenant hereby assigns to Landlord Tenant’s interestthe Landlord, if any, any and all interest in such award. Tenant shall have the right, and claims 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 entirety of any damages or other compensation as by way of damages which may be awarded in connection with any such taking or appropriation except so much of such damages or award as is specifically and separately awarded or recoverable to the Tenant and expressly attributable to Improvements constructed and/or made by the Tenant for moving expenses and damage as well as to the Tenant’s 's trade fixtures, personal property or moving expenses. Nothing contained herein shall prohibit the Tenant from making claim in its own name against the municipality for damages including but not limited to loss of business and an amount equal to its unamortized costs of leasehold improvements on condition such application does not interfere with the Landlord's paramount right to claim damages in connection with any such taking. Notwithstanding anything to the contrary set forth above, if a separate award for such items the Tenant is made deprived of access to Tenantthe Property, an abatement of rent, effective on the date of deprivation, shall take effect. Tenant hereby waives any In addition thereto, in the event of Condemnation, all Basic 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, Building, Property or ProjectAdditional Rent shall be abated.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property is Common Areas 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 materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with access to or Tenant’s 's use of the Premises (as resolved, if the parties are unable to agreethen Tenant, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other Landlord, may terminate this Lease shall terminate and Rent shall be apportioned as of said dateLease. 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 Building and Property 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, the Building’s Share of Project 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 as near as reasonably attainable to its condition prior to the Taking. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or portion of the award from any such Taking without any payment appliable to Tenantcondemnation of the land and loss of the portion of the Building constructed by Landlord, and Tenant hereby assigns shall be entitled to Landlord receive the portion of the award applicable to loss of or damage to Tenant’s interest's trade fixtures or personal property, if anyinterruption of Tenant's business, Tenant's loss of goodwill; Tenant's moving costs; and Tenant's interest in such award. the Tenant shall have the right, Improvements (to the extent that the 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 were paid solely by Tenant for moving expenses without the benefit of the Tenant Improvement Allowance) and damage to any Tenant’s trade fixtures, if a separate award for such items is made to Tenant-Made Alterations. Tenant hereby waives acknowledges and agrees that a governmentally mandated closure of the Premises, Building and/or Project and/or of Tenant’s business for the purpose of protecting public health and safety (including, without limitation, to protect against acts of war or the spread of communicable diseases or infestations) shall not constitute a temporary Taking for “public use” entitling Tenant to an abatement of Rent, award or any other remedy under this Lease, at law or in equity. This Lease sets forth the terms and all rights it might otherwise have pursuant to conditions upon which this Lease may terminate in the event of any provision Taking. Accordingly, Landlord and Tenant each hereby waive the provisions of state law any statutes (including, without limitation, Section 1265.130 of the California Code of Civil Procedure) permitting either party to terminate this Lease upon as a partial Taking result of the Premises, Building, Property or Projecta Taking.

Condemnation. If In the event the whole or any material a substantial part of the Premises, Building or Property is shall be taken for any public or quasi-public use under governmental law, ordinance, purpose by any lawful power or regulation, or authority by exercise of the right of appropriation, condemnation or eminent domain, or by private purchase in lieu thereof sold to said authority to prevent such taking (collectively referred to herein as a “Taking” or “Takentaking”), and Landlord shall have the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation right to terminate this Lease effective as of the Building or Propertydate possession is required to be surrendered to said authority, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent rent shall be apportioned as of said that date. If For purposes of this Section, a substantial part of the Premises Building shall be Takenconsidered to have been taken if, and in Landlord’s sole opinion, the taking shall render it commercially undesirable for Landlord to permit this Lease to continue or to continue operating the Building. In the event five percent (5%) or more of the rentable area of the Demised Premises is taken, then Tenant shall have the right, exercisable upon written notice to Landlord within thirty (30) days after the date that the area so taken vests with the condemning authority, to terminate this Lease. Tenant shall not terminated as provided above, assert any claim against Landlord shall promptly restore or the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior taking authority for any compensation arising out of or related to such partial Taking and taking. In the rentable square footage event of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Takingtaking, Landlord shall be entitled to receive the entire price amount of any award without deduction for any estate or award from any such Taking without any payment to Tenant, interest of Tenant and Tenant hereby assigns to Landlord all of Tenant’s interestrights, if any, title and interest in and to any 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 If neither party so elects to terminate this Lease upon a partial Taking Lease, the Base Annual Rent and Additional Rent payable by Tenant pursuant to Section 4 shall be adjusted (based on the ratio that the number of square feet of rentable area taken from the Demised Premises bears to the number of rentable square feet in the Demised Premises immediately prior to such taking) as of the Premisesdate possession is required to be surrendered to said authority. Nothing contained in this Section shall be deemed to give Landlord any interest in any award made to Tenant for the taking of personal property and fixtures belonging to Tenant and for relocation expenses, as long as such award is made in addition to and separately stated from any award made to Landlord for the Demised Premises and the Building, Property or Project. Landlord shall have no obligation to contest any taking. A taking under this Section 21 includes a temporary taking of more than one hundred eighty (180) days.

Condemnation. If the whole or any material part of the PremisesTenant's Facility shall be taken in any proceeding by any Governmental Authority by condemnation or otherwise, Building or Property is taken be acquired for any public or quasi-public use under governmental law, ordinancepurposes, or regulation, be conveyed under threat of such taking or by right of eminent domain, or by private purchase in lieu thereof acquiring (a “Taking” or “Taken”which Landlord shall not do without Tenant's prior consent), and Tenant shall have the Taking would in Landlord’s reasonable judgment materially interfere with option of terminating this Lease by notice to Landlord of its election to do so given on or impair Landlord’s ownership or operation before the date which is 6 months after Tenant shall have been deprived of possession of the Building or Propertycondemned property, or would in and upon the reasonable judgment giving of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written such notice by Landlord or Tenant to the other this Lease shall automatically terminate and the Annual Fixed Rent and other charges hereunder shall be apportioned adjusted as of said datethe date of such notice. If In the event a material part of Tenant's Facility is so taken and Tenant elects not to terminate this Lease, then Landlord shall, at Landlord's expense, restore Tenant's Facility to a complete unit as similar as reasonably possible in design, character and quality to the Premises shall be Taken, building which existed before such taking. In the event Tenant's Facility is partially taken and this Lease is not terminated as provided aboveterminated, Landlord the Annual Fixed Rent and other charges thereafter payable hereunder shall promptly restore be equitably reduced based on the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances value to their condition prior to such partial Taking and the rentable square footage Tenant of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancesremaining premises. Upon any such Taking, If Landlord shall be entitled obligated to receive perform restoration work under this paragraph, so much of the Annual Fixed Rent and other charges payable by Tenant as is fairly allocable to the space which is to be restored shall ▇▇▇▇▇ until such restoration work shall have been completed. Any restoration work to be performed by Landlord pursuant to this paragraph shall be completed in accordance with plans and specifications which shall have been approved by Tenant, such approval not to be unreasonably withheld. In any such proceeding whereby all or part of the Leased Premises is taken, whether or not Tenant elects to terminate this Lease, the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest(other than that portion, if any, in allocable to Tenant's Property) shall be paid to Landlord. For purposes of this Article 18(A), a "material part of Tenant's Facility" shall mean so much of Tenant's Facility so that, when taken, such award. Tenant shall have taking leaves the rightuntaken portion unsuitable for the continued feasible, to economic and competitive operation of 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 Leased Premises by Tenant for moving expenses and damage the same purposes as used immediately prior to such taking, as reasonably determined by 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, Building, Property or Project.

Condemnation. If In the event the whole or any material a substantial part of the Premises, Demised Premises or the Building or Property is shall be taken for any public or quasi-public use under governmental law, ordinance, purpose by any lawful power or regulation, or authority by exercise of the right of appropriation, condemnation or eminent domain, or by private purchase in lieu thereof sold to said authority to prevent such taking (collectively referred to herein as a “Taking” or “Takentaking”), and Landlord shall have the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation right to terminate this Deed of Lease effective as of the Building or Propertydate possession is required to be surrendered to said authority, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent rent shall be apportioned as of said that date. If For purposes of this Section, a substantial part of the Demised Premises or the Building shall be Takenconsidered to have been taken if, and in Landlord’s sole opinion, the taking shall render it commercially undesirable for Landlord to permit this Deed of Lease is to continue or to continue operating the Building. Tenant shall not terminated as provided above, assert any claim against Landlord shall promptly restore or the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior taking authority for any compensation arising out of or related to such partial Taking taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 amount of any award without deduction for any estate or interest of Tenant; provided, however, that nothing contained in this Section shall be deemed to prevent Tenant from filing a claim with the taking authority for an award for the taking of personal property and fixtures belonging to Tenant and relocation expenses, as long as such award is made in addition to and separately stated from any such Taking without any payment to Tenant, and Tenant hereby assigns award made to Landlord Tenant’s interest, if any, in such award. Tenant shall have for the right, to Demised Premises and the extent that same shall Building and does not diminish reduce the amount of Landlord’s award, to make a separate claim against the condemning authority (but . If Landlord does 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 elect to terminate this Lease upon a partial Taking Deed of Lease, the Base Annual Rent and Additional Rent payable by Tenant pursuant to Section 4 shall be adjusted (based on the ratio that the number of square feet of rentable area taken from the Demised Premises bears to the number of rentable square feet in the Demised Premises immediately prior to such taking) as of the Premises, Building, Property or Projectdate possession is required to be surrendered to said authority. Landlord shall have no obligation to contest any taking.

Condemnation. If In the event the whole or any material a substantial part of the Premises, Demised Premises or the Building or Property is shall be taken for any public or quasi-public use under governmental law, ordinance, purpose by any lawful power or regulation, or authority by exercise of the right of appropriation, condemnation or eminent domain, or by private purchase in lieu thereof sold to said authority to prevent such taking (collectively referred to herein as a “Taking” or “Takentaking”), and Landlord shall have the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation right to terminate this Lease effective as of the Building or Propertydate possession is required to be surrendered to said authority, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent rent shall be apportioned as of said that date. If For purposes of this Section, a substantial part of the Demised Premises or the Building shall be Takenconsidered to have been taken if, in Landlord’s sole opinion, the taking shall render it commercially undesirable for Landlord to permit this Lease to continue or to continue operating the Building. In the event fifteen percent (15%) or more of the rentable area of the Demised Premises is taken, then Tenant shall have the right, exercisable upon written notice to Landlord within thirty (30) days after the date that the area so taken vests with the condemning authority, to terminate this Lease. Despite the foregoing, in the event Tenant so delivers a termination notice to Landlord, and this Lease is not terminated as provided aboveLandlord, Landlord shall promptly restore the Premises and in its sole discretion, elects to lease other comparable space in the Building and Property as nearly as is commercially reasonable under to Tenant to replace a portion of the circumstances to their condition prior to area so taken, such partial Taking and that the rentable square footage area of the remaining portion of the Demised Premises which was not taken, when aggregated with the additional space that Landlord elects to lease to Tenant in the Building, equals at least eighty five percent (85%) of the rentable square footage area of the PremisesDemised Premises that existed prior to the taking, Tenantthen ▇▇▇▇▇▇’s Share notice of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term termination shall be reduced deemed automatically rescinded. Tenant shall not assert any claim against Landlord or the taking authority for any compensation arising out of or related to such extent as may be fair and reasonable under taking. In the circumstances. Upon event of any such Takingtaking, Landlord shall be entitled to receive the entire price amount of any award without deduction for any estate or award from any such Taking without any payment to Tenant, interest of ▇▇▇▇▇▇ and Tenant hereby assigns to Landlord all of Tenant’s interestrights, if any, title and interest in and to any 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 If neither party elects to terminate this Lease upon a partial Taking in accordance with the foregoing, the Base Annual Rent and Additional Rent payable by Tenant pursuant to Section 4 shall be adjusted (based on the ratio that the number of square feet of rentable area taken from the Demised Premises bears to the number of rentable square feet in the Demised Premises immediately prior to such taking) as of the Premisesdate possession is required to be surrendered to said authority. Nothing contained in this Section shall be deemed to give Landlord any interest in any award made to Tenant for the taking of personal property and fixtures belonging to ▇▇▇▇▇▇, as long as such award is made in addition to and separately stated from any award made to Landlord for the Demised Premises and the Building, Property or Project. Landlord shall have no obligation to contest any taking.

Condemnation. If the whole Premises or any material part thereof shall be taken by the exercise of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, then Tenant shall have the option to terminate this Lease if the taking is of such character as to impair or by private purchase in lieu thereof prevent Tenant from conducting its business substantially as theretofore conducted, provided said election shall be made within ninety (90) days after the receipt of notice of said taking. If Tenant shall not so elect to terminate this Lease, then a “Taking” or “Taken”)just proportion of Rent, additional rent and any other charges due under this Lease shall be abated according to the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation nature and extent of the Building taking or Property, damage or would destruction until the Premises or what may remain thereof have been put by Landlord in the reasonable judgment of Landlord proper condition for use and occupation by Tenant. If this Lease shall not be so terminated and Tenant either prevent or materially interfere with Tenant’s use shall remain in occupation hereunder then there shall be a permanent reduction of Rent, additional rent and any other charges due under this Lease according to the nature and extent of the deprivation to Tenant of the Premises as previously constituted. All compensation and damages awarded in connection with a total or partial taking of the Premises, including all improvements thereon, shall be allocated as follows: (as resolveda) Tenant shall be entitled to that portion of the award attributable to the fair market value of the Improvements, if or of the parties are unable to agreeportion taken, by arbitration valued at the date of the taking and excluding any value of the land, multiplied by a single arbitrator with fraction, the qualifications numerator of which is the number of months remaining in the term, including any remaining Extended Terms (whether or not exercised) and experience appropriate the denominator of which is 240. (b) Landlord shall be entitled to resolve (i) any remaining portion of the matter award attributable to the fair market value of the Improvements, and appointed pursuant (ii) that portion of the award attributable to the fair market value of the land, or of the portion taken, valued at the date of the taking and acting excluding any value of the Improvements. (c) Each party shall be entitled to receive any interest paid on account of any award payable to such party under subparagraphs (a) and (b) above. Tenant shall also be entitled to separately seek from the condemning authority loss of goodwill, relocation, severance and other compensation under law that does not affect the amount of the awards under subparagraphs (a) and (b) above. In the event at the time of the taking the leasehold estate of Tenant is mortgaged as security to any mortgagee, any award or portion thereof to which Tenant is entitled shall be subject to the prior claim of such mortgagee. If there is a taking of all of the Premises, this Lease shall terminate as of the date of such taking. If this Lease is terminated in accordance with the rules provisions of this Section 22, such termination shall become effective as of the American Arbitration Association), then upon written notice by Landlord or Tenant to date physical possession of the other this Lease shall terminate and Rent shall be apportioned as of said datecondemned portion is taken. If part of the Premises shall be Taken, and this Lease is not terminated as provided abovein this Section 22, Landlord shall promptly Tenant shall, at its sole expense, restore with due diligence the Premises remainder of the Improvements so far as practicable to a complete unit of like quality, character, and the Building and Property condition as nearly as is commercially reasonable under the circumstances to their condition that which existed immediately 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, the Building’s Share of Project 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, Building, Property or Projecttaking.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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, materially interfere with or impair Landlord’s ownership or operation of the Building or Property, Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant Tenant, as applicable, to the other 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If the whole or any material part title to all of the Premises, Building Premises or Property so much thereof is taken for any public or quasi-public quasipublic use under governmental law, ordinance, or regulation, any statute or by right of eminent domain so that reconstruction of the Premises will not, in Landlord's and Tenant's mutual opinion, result in the Premises being reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Lease, this Lease shall terminate as of the date that possession of the Premises or part thereof be taken. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or by private purchase in lieu thereof (while condemnation proceedings are pending, shall be deemed a “Taking” or “Taken”), taking under the power of eminent domain for all purposes of this paragraph. If any part of the Premises is taken and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation remaining part is reasonably suitable for Tenant's continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the Building or Property, or would date that possession of such part of the Premises is taken. The Rent and other sums payable hereunder shall be reduced in the reasonable judgment same proportion that Tenant's use and occupancy of Landlord and Tenant either prevent or the Premises is reduced. If any portion of the Outside Area is taken, Tenant's Rent shall be reduced only if such taking materially interfere interferes with Tenant’s 's use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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, only to the extent that same shall not diminish Landlord’s awardthe fair market rental value is diminished by such partial taking. Each party hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises. Except as expressly provided herein, 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 no award for such items is made to any partial or entire taking shall be apportioned between Landlord and Tenant. Tenant hereby waives assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights it might otherwise have pursuant of Tenant arising in or to the same or any provision part thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of state law Tenant's Personal Property, or its moving costs or any award made for the loss of any goodwill attributable to terminate this Lease upon a partial Taking of the Premises, Building, Property or ProjectTenant's business.

Condemnation. If all or substantially all of the whole Premises are sold to or taken by any public authority under its power of condemnation or the threat thereof, this Lease shall terminate as of the date possession is transferred to the acquiring authority, and the rental payable hereunder shall be apportioned accordingly. If any material part of the PremisesBuilding is sold or taken (whether or not the Premises are affected), Building or Property Landlord shall have the right to terminate this Lease as of the date possession 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 transferred to the acquiring authority upon giving written notice thereof (a “Taking” or “Taken”)to Tenant, and the Taking would rental payable hereunder shall be apportioned accordingly. If this Lease is not terminated pursuant to the foregoing, then this Lease shall continue in force as to the part of the Premises not taken and the rent payable thereafter shall be reduced in proportion to the amount of total floor area of the Premises taken. If any such taking occurs, Landlord, upon receipt and to the extent of the award in condemnation or proceeds of sale, shall, unless this Lease has been terminated, make necessary repairs and restorations (exclusive of Tenant’s reasonable judgment materially interfere with leasehold improvements and Alterations) to restore the Premises remaining to as near its former condition as circumstances will permit. All damages awarded by or impair Landlord’s ownership amounts paid by the acquiring authority for any such taking, whether for the whole or operation a part of the Premises or the Building or PropertyCommon Areas shall belong to and be the sole property of Landlord whether such damages are awarded as compensation for loss of, or would diminution in value to, the leasehold or the fee thereof; provided, however, Tenant shall have the right to pursue such claim or claims as Tenant may have legally for relocation expenses, interruption of business and such items which do not reduce the award or proceeds of sale payable to Landlord. If this Lease is terminated, Tenant shall not have any claim against Landlord for the value of the unexpired term hereof. The provisions of this Section are subject to the rights of Landlord’s mortgagees, if any. Except in the reasonable judgment case of an event of force majeure (defined below), if Landlord and does not make the determination to restore or rebuild the Premises within 45 days after the condemnation, or if the Premises are not repaired or rebuilt within 180 days after the condemnation, Tenant either prevent shall have the right to terminate this Lease, by giving notice to Landlord within 20 days following the expiration of the applicable time period. If the Premises or materially interfere with Tenant’s use any part of the Premises (as resolvedare rendered untenantable by the condemnation, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules just proportion of the American Arbitration Association)rental, then based upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent number of rentable square feet of area in the Premises which are untenantable, shall be apportioned as of said date. If abated until the Premises or such part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, have been put 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, Building, Property or Projecttenantable condition.

Condemnation. If the whole or any material part of the Premises, Building Buildings or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany material part of the Premises, Buildings or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. If more than twenty-five percent (25%) of the RSF of the Premises is taken, or if access to the Premises is substantially impaired, or if any material portion of the parking for the Premises is taken, in each case for a “Taking” period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or “Taken”)the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claim is payable separately to Tenant or is otherwise separately identifiable. Notwithstanding anything in this Article 13 to the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Propertycontrary, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use shall each be entitled to receive fifty percent (50%) of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules "bonus value" of the American Arbitration Association)leasehold estate in connection therewith, then upon written notice by Landlord or Tenant which bonus value shall be equal to the other difference between the Rent payable under this Lease shall terminate and the sum established by the condemning authority as the award for compensation for the leasehold. All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingbe so terminated, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Tenantproportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -29- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of RSF of the Premises taken bears to the total RSF of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking, Building, Property or Projectbut nothing herein shall preclude Tenant from seeking a recovery from the condemning authority to the extent Landlord's award is not reduced as a result thereof.

Condemnation. If (a) In the whole or any material part event of a Total Taking of the PremisesProperty, Building the Lease Term shall terminate upon the earlier of delivery of possession of the Property to the condemning authority or the effective date of the taking and Lessee shall be obligated to pay to Lessor the sum of (i) the Base Rent accruing to the date of termination, plus (ii) after determination of the amount of the Award attributable to the discounted Present Value of the Fair Market Rent as provided in paragraph (d) below, the amount, if any, required to be paid by Lessee under paragraph (e) below. (b) If a Minor Condemnation occurs, Lessor shall repair and restore the Property is taken for (including 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”parking structures), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other extent practicable and as provided in this Lease Section 12.3, to the condition as existed immediately prior to the Minor Condemnation and shall terminate and use the Award to pay the costs thereof. Notwithstanding the occurrence of a Minor Condemnation, the obligation of Lessee to pay scheduled Rent to Lessor shall be apportioned as of said date. If part of the Premises shall be Takencontinue subject to Section 13.1, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 Lessee shall be entitled to receive any rent interruption insurance proceeds payable in connection therewith and the entire price amount of the Award payable to Lessee pursuant to paragraph (c) below. (c) Any award, compensation or award from any such damages (the “Award”) for a Minor Condemnation or a Total Taking without any payment shall be paid to Tenantand be the sole property of Lessor whether the Award shall be made as compensation for diminution of the value of the leasehold estate or the fee of the Property or otherwise, and Tenant Lessee hereby assigns to Landlord TenantLessor all of Lessee’s interestright, if any, title and interest in such award. Tenant shall have and to any and all of the rightAward; provided that, to the extent that same the Award would not diminished, Lessee shall not diminish Landlord’s award, have the right to make a separate claim against the condemning authority (but not LandlordLessor) for such compensation as may be separately awarded or recoverable by Tenant Lessee for moving expenses and damage to Tenant’s trade fixturesmoving, if a separate award for such items is made to TenantLessee; and provided further that Lessee shall have an independent right to make a claim for any Condemnation of Lessee’s Equipment and Personalty. Tenant hereby waives Any portion of the Award that is not required to be expended by Lessor for repairing or restoration shall be retained by Lessor as Lessor’s sole property. (d) The amount of any Award payable to Lessor on account of a Total Taking (not including any separate award payable to Lessee for moving or for condemnation of Lessee’s Equipment and all rights it might otherwise Personalty) that is attributable to the Fair Market Rent that would be payable for the remainder of the then current Lease Term shall be ascertained through the Appraisal Procedure and such amount shall be discounted to the Present Value thereof. (e) If the discounted Present Value of the Rent that would have pursuant to any provision become due from the date of state law to terminate termination of this Lease upon a partial Taking to the end of the Premisesthen current Lease Term exceeds the amount of the award attributable to the discounted Present Value of the Fair Market Rent as determined under paragraph (d) above, BuildingLessee shall pay to Lessor, Property or Projectwithin ten (10) Business Days after the determination thereof, the amount of such excess. If the amount of the Award attributable to the discounted Present Value of the Fair Market Rent as determined under paragraph (d) above exceeds the discounted Present Value of the Rent that would have become due hereunder, Lessee shall not make any additional payment to Lessor and Lessor shall not have any obligation to remit any portion of the Award to Lessee.

Condemnation. A. If the whole or any material part of the Premises, Building or Property is Premises shall be completely taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right exercise 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 dateterminate. If any substantial part of the Premises shall be Takentaken by exercise of eminent domain or by action of any public or other authority, then this Lease shall terminate at the election of Landlord, notice of which election shall be given to Tenant within sixty (60) days of such taking. If Landlord shall not so elect, then in case of such taking, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage in case of the Building, the rentable square footage any taking of less than a substantial part of the Premises, Tenant’s Share a just portion of Operating Expensessaid rent according to the nature and extent of the taking shall be abated, unless the Building’s Share Landlord shall supply to Tenant equivalent substitute space in the Building of Project which the Premises is a part at no additional rent. Landlord reserves and accepts all rights to damages to said Premises and Building and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancesleasehold hereby created, accrued or subsequently accruing by reason of anything lawfully done in pursuance of any public or other authority. 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 releases and assigns to Landlord all of Tenant’s interestrights to such awards, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request, hereby irrevocably designating and appointing Landlord as its attorney in fact to execute and deliver in ▇▇▇▇▇▇’s name and behalf all such further assignments thereof. It is agreed and understood, however, that Landlord does not reserve to itself, and ▇▇▇▇▇▇ does not assign to Landlord, any damages payable for (i) moveable equipment installed by Tenant or anybody claiming under Tenant at its own expense or (ii) relocation expenses, but in each case only if any, in such award. Tenant shall have the right, and 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 damages are recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if from such authority in a separate action and without reducing Landlord’s award of damages. B. Notwithstanding the above, Landlord may at Landlord’s sole discretion, repair and/or rebuild the Building in the event of either total or partial taking. Landlord will not be obligated to rebuild until the eminent domain proceeds have been received and in the event such eminent domain proceeds are insufficient to completely rebuild or restore the Premises, Landlord, at ▇▇▇▇▇▇▇▇’s option, may provide the funds required to completely rebuild or restore. If ▇▇▇▇▇▇▇▇’s mortgagee applies the eminent domain proceeds to the mortgage debt, Landlord will have no obligation to rebuild. C. In the event that a taking of twenty-five percent (25%) or more of the insurable value of the Premises by the exercise of eminent domain (a) materially adversely affects the ability of Tenant to continue to conduct its business in the portion of the Premises not taken, and (b) Landlord fails to give written notice within sixty (60) days of its intention to restore the Premises to a condition substantially suitable for their intended uses within one hundred twenty (120) days of such items is made taking or fails to Tenant. supply to Tenant hereby waives any and all rights it might otherwise have pursuant to any provision equivalent substitute space in the Building of state law which the Premises are a part, Tenant may elect to terminate this Lease upon a partial Taking by written notice to Landlord to be given no later than thirty (30) days of the Premises, Building, Property or Projectdate last mentioned.

Condemnation. If In the whole event of a condemnation or any material part talking of the Premises, Building or Property is taken for any entire Premises by a public or quasi-public use under governmental lawauthority, 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate as of the date title vests in the public or quasi-public authority. In the event of a taking or condemnation of 15% or more (but less than the whole) of the Building and without regard to whether the Premises are part of such taking or condemnation, Landlord may elect to terminate this Lease by giving notice to Tenant within 60 days of Landlord receiving notice of such condemnation. In the event of a partial taking as described in this Article, or a sale, transfer or conveyance in lieu thereof, which does not result in the termination of this Lease, Rent shall be apportioned as of said date. If according to the ratio that the part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore remaining usable by Tenant bears to the Premises and the Building and Property 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 total area of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term . All compensation awarded for any condemnation shall be reduced to the property of Landlord, whether such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord damages shall be entitled awarded as a compensation for diminution in the value of the leasehold or to receive the entire price or award from any such Taking without any payment to Tenantfee of the Premises, and Tenant hereby assigns to Landlord all of Tenant’s interestright, if anytitle and interest in and to any and all such compensation. Providing, however that in such award. the event this Lease is terminated, Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, be entitled to make a separate claim against for the condemning authority taking of Tenant’s personal property (but including fixtures paid for by Tenant), and for costs of moving. Notwithstanding anything herein to the contrary, any condemnation award to Tenant shall be available only to the extent such award is payable separately to Tenant and does not Landlord) for diminish the award available to Landlord or any Lender of Landlord and such compensation as may award shall be separately awarded or recoverable limited to the amount of Rent actually paid by Tenant to Landlord for moving expenses and damage the period of time for which the award is given. Any additional portion of such award shall belong to Tenant’s trade fixtures, if a separate award for such items is made to TenantLandlord. Tenant hereby waives any and all rights rights, imposed by law, statute, ordinance, governmental regulation or requirement of the United States, the State in which the Building is located or any local government authority or agency or any political subdivision thereof, now or hereafter in effect, it might otherwise have pursuant to any provision of state law petition a court to terminate this Lease upon a partial Taking of the Premises, Building, Property or ProjectLease.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 Building or PropertyProject, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If the whole twenty-five percent (25%) or any material part more of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold in lieu of condemnation 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 purpose (a “Taking” or “TakenCondemned”), and the Taking would in Landlord’s reasonable judgment materially interfere with then Tenant or impair Landlord’s ownership or operation Landlord may terminate this Lease as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Premises (as resolvedis taken and title vests in such condemning authority, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as adjusted to the date of said datetermination. If part Tenant shall not because of such condemnation assert any claim against Landlord or the Premises shall be Takencondemning authority for any compensation because of such condemnation, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 amount of any award without deduction for any estate of interest or award from any such Taking without any payment to other interest of Tenant; provided, however, the foregoing provisions shall not preclude Tenant, and Tenant hereby assigns to Landlord at Tenant’s interestsole cost and expense, if any, in such award. Tenant shall have the right, from obtaining any separate award 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 loss of or damage to Tenant’s trade fixturesProperty or for damages for cessation or interruption of Tenant’s business provided such award is separate from Landlord’s award and provided further such separate award does not diminish nor otherwise impair the award otherwise payable to Landlord. In addition to the foregoing, Tenant shall be entitled to seek compensation for the relocation costs recoverable by Tenant pursuant to the provisions of California Government Code Section 7262. If neither party elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the Premises, to substantially its same condition prior to such partial condemnation, allowing for the reasonable effects of such partial condemnation, and a separate award for such items is proportionate allowance shall be made to Tenant. Tenant hereby waives any , as solely determined by Landlord, for the Rent corresponding to the time during which, and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking the part of the PremisesPremises of which, Building, Property or ProjectTenant is deprived on account of such partial condemnation and restoration. Landlord shall not be required to spend funds for restoration in excess of the amount received by Landlord as compensation awarded.

Condemnation. If the whole or any material part of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right a part of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and such Premises such that the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would Premises in the reasonable judgment of Landlord and Tenant either prevent the Architect for the Building are untenantable or materially interfere with Tenant’s use of 's ability to carry out its normal business operations in the Premises (as resolvedis materially and adversely impaired, if the parties are unable to agreetaken by eminent domain or other similar proceeding or are conveyed in lieu of such taking, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate expire on the date when title or right of possession vests, and Rent paid for any period beyond said date shall be apportioned as of said daterepaid to Tenant. If part of the Premises shall be Taken, and there is a partial taking where this Lease is not terminated as provided aboveterminated, Landlord the Rent shall promptly restore be adjusted in proportion to the square feet of Premises and taken, determined by the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of Architect for the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 TakingIn either event, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantentitled, and Tenant hereby assigns shall not have any right, to Landlord Tenant’s interestclaim any award made in any condemnation proceeding, if anyaction or ruling relating to the Building or the Property; provided, in such award. however, Tenant shall have be entitled to make a claim in any condemnation proceeding, action or ruling relating to the rightBuilding for Tenant's moving expenses and the unamortized value of leasehold improvements in the Premises actually paid for by Tenant, to the extent that same such claim does not in any manner impact upon or reduce Landlord's claim or award in such condemnation proceeding, action or ruling. Landlord shall not diminish have, in Landlord’s award's sole discretion, 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 option of state law to terminate terminating this Lease upon a partial Taking if any such condemnation, action, ruling or conveyance in lieu thereof makes continuation of Landlord's use of the Premises, Building economically unfeasible and Landlord closes or demolishes the Building, Property or Project.

Condemnation. If the whole or any material part of the Premises, Building or Property is Project that would materially adversely affect Tenant’s access to and use of the Premises shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany part of the Premises, Building or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a “Taking” period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because -41- ▇▇▇▇▇▇ REALTY ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [StumbleUpon, Inc.] of such taking assert any claim against Landlord or “Taken”)the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not diminish the Taking would in award available to Landlord’s reasonable judgment materially interfere , its ground lessor with or impair Landlord’s ownership or operation of respect to the Building or PropertyProject or its mortgagee, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with such claim is payable separately to Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and . All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingbe so terminated, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Tenantproportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises, Building, Property or Project. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

Condemnation. If at any time during the whole or any material part term of the Premises, Building or Property 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 (this lease 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use substantial portion of the Premises (meaning thereby so much as resolvedshall render the Premises substantially unusable by Tenant, if as reasonably determined by Tenant, or which reduces available parking to below the parties are unable to agree, level required by arbitration applicable zoning) shall be taken by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules exercise of the American Arbitration Associationright of condemnation or eminent domain or by agreement between Landlord and those authorized to exercise such rights (which such agreements Landlord may enter into in its sole discretion) (all such proceedings being collectively designated as a “taking in condemnation” or a “taking”), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent expire on the date of the taking and the rent and other amounts payable by Tenant hereunder shall be apportioned as of said date. If part and paid to the date of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 awardtaking. Tenant shall have the rightno right to interpose, to the extent that same shall not diminish Landlord’s award, to make prosecute or collect a separate claim against the Landlord in any proceedings for taking in condemnation for the loss of the value of this Lease or improvements made by the Tenant to the Premises; provided, however, that the Tenant may claim and recover from the condemning authority (authority, but not from the Landlord) for , such compensation as may be separately awarded or recoverable by the Tenant for moving expenses in Tenant’s own right on account of any and all damage to Tenant’s trade fixturesbusiness by reason of any taking in condemnation, if a separate any cost or loss to which Tenant might be put in removing Tenant’s merchandise, furniture, fixtures and equipment, the remaining value of Tenant’s leasehold interest, Tenant’s relocation expenses, Tenant’s business dislocation expenses, and any other award that would not reduce the award payable to Landlord. Except as expressly set forth in the immediately preceding sentence, any award for such items is made the value of the land, buildings and improvements and loss of rent shall belong to the Landlord. If the title to less than a substantial portion of the Premises shall be taken in condemnation so that the business conducted on the Premises (as reasonably determined by Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate ), can be continued without material diminution, this Lease upon shall continue in full force and effect. If the taking does not amount to a partial Taking of substantial portion but does materially adversely affect the Tenant’s ability to conduct Tenant’s business on the Premises, Building, Property or Projectthe rent from and after the date of the vesting of title in the condemnor shall be equitably adjusted to reflect the diminished value of the Premises to the Tenant as a direct result of the condemnation. Any award for a partial taking shall be vested as set forth herein relating to total taking in condemnation.

Condemnation. “If the whole or any material part of the Premises, Building or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany material part of the Premises, Building or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. If more than twenty-five percent (25%) of the RSF of the Premises is taken, or if access to the Premises is substantially impaired, or if any material portion of the parking for the Premises is taken, in each case for a “Taking” period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or “Taken”)the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claim is payable separately to Tenant or is otherwise separately identifiable. Notwithstanding anything in this Article 13 to the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Propertycontrary, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use shall each be entitled to receive fifty percent (50%) of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules “bonus value” of the American Arbitration Association)leasehold estate in connection therewith, then upon written notice by Landlord or Tenant which bonus value shall be equal to the other difference between the Rent payable under this Lease shall terminate and the sum established by the condemning authority as the award for compensation for the leasehold. All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingbe so terminated, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Tenantproportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of RSF of the Premises taken bears to the total RSF of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking, Building, Property or Projectbut nothing herein shall preclude Tenant from seeking a recovery from the condemning authority to the extent Landlord’s award is not reduced as a result thereof.”

Condemnation. (a) If the whole twenty-five percent (25%) or any material part more of either the Premises, the Building or Property the Project or the parking areas for the Building or the Project is taken for any public or quasi-public use under purpose by any lawful governmental lawpower or authority, ordinance, or regulation, or by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or by private purchase in lieu thereof sold to prevent such taking (each such event being referred to as a “Taking” or “Taken”"Condemnation"), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation Landlord may, at its option, terminate this Lease as of the Building or Property, or would date title vests in the reasonable judgment of Landlord and Tenant either prevent condemning party. If twenty-five percent (25%) or materially interfere with Tenant’s use more of the Premises (as resolved, is taken and if the parties are unable Premises remaining after such Condemnation and any repairs by Landlord would be untenantable for the conduct of Tenant's business operations, Tenant shall have the right to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules terminate this Lease as of the American Arbitration Association)date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, then upon such election shall be made by written notice by Landlord or Tenant to the other party given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease shall terminate and Rent shall be apportioned as of said date. If part of to the Premises shall be Taken, and this Lease is not terminated as provided extent permitted above, Landlord shall promptly proceed to restore the Premises and premises, to the Building and Property extent of any Condemnation award received by Landlord, to substantially the same condition as nearly as is commercially reasonable under the circumstances to their condition existed prior to such partial Taking Condemnation, allowing for the reasonable effects of such Condemnation, and a proportionate abatement shall be made to the rentable square footage Base Rent corresponding to the time during which, and to the portion of the floor area of the Premises (adjusted for any increase thereto resulting from any reconstruction) of which Tenant is deprived on account of such Condemnation and restoration, as reasonably determined by Landlord. Except as expressly provided in the immediately preceding sentence with respect to abatement of Base Rent, Tenant shall have no claim against Landlord for, and hereby releases Landlord and Landlord's Agents from responsibility for and waives its entire claim of recovery for any cost, loss or expense suffered or incurred by Tenant as a result of any Condemnation or the repair or restoration of the Premises, the Building or the Project or the parking areas for the Building or the Project following such Condemnation, including, without limitation, any cost, loss or expense resulting from any loss of use of the whole or any part of the Premises, the Building, the rentable square footage Project or the parking areas and/or any inconvenience or annoyance occasioned by such Condemnation, repair or restoration. The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to petition the Superior Court to terminate the lease in the event of a partial taking of the Premises, the Building or the Project or the parking areas for the Building or the Project, and any other applicable law now or hereafter enacted, are hereby waived by Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, . (b) Landlord shall be entitled to receive the entire price any and all compensation, damages, income, rent, awards, or award from any such Taking without interest therein whatsoever which may be paid or made in connection with any payment to TenantCondemnation, and Tenant hereby assigns to shall have no claim against Landlord Tenant’s interestfor the value of any unexpired term of this Lease or otherwise; provided, if anyhowever, in such award. that Tenant shall have the right, be entitled to the extent that same shall not diminish Landlord’s award, to make a separate claim against receive any award separately allocated by the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by to Tenant for moving Tenant's relocation expenses and damage to or the value of Tenant’s trade 's Property (specifically excluding fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any Alterations and all rights it might otherwise have pursuant to any provision other components of state law to terminate the Premises which under this Lease upon a partial Taking or by law are or at the expiration of the PremisesTerm will become the property of Landlord), Building, Property provided that such award does not reduce any award otherwise allocable or Projectpayable to Landlord.

Condemnation. 7.01. If the whole land and premises leased herein, or of which the leased premises are a part, or any material part portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and or shall sell and convey the said premises or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof, then this lease, at the option of the PremisesLandlord, Building or Property 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”)shall terminate, and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease term hereof shall terminate and Rent shall be apportioned end as of said date. If part of such date as the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises fix by notice in writing; and the Building and Property as nearly as is commercially reasonable under the circumstances Tenant shall have no claim or right 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, the Building’s Share of Project 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 claim or be entitled to receive any portion of any amount which may be awarded as damages or paid as the entire result of such condemnation proceedings or paid as the purchase price for such option, sale or award from any such Taking without any payment conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestdamages, if any, in such award. Tenant shall have the right, are hereby assigned to the extent that same shall not diminish Landlord’s award. The Tenant agrees to execute and deliver any instruments, to make a separate claim against at the condemning authority (but not expense of the Landlord) for such compensation , as may be separately awarded deemed necessary or recoverable by required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the said lands and premises or any portion thereof. The Tenant for moving expenses covenants and damage agrees to vacate the said premises, remove all of the Tenant’s trade fixturespersonal property there from and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, if a separate award for such items is made to Tenant. Tenant hereby waives any expenses, damages and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking losses as the Landlord may incur by reason of the Premises, Building, Property or ProjectTenant’s breach hereof.

Condemnation. A. If the whole or any material part of the Premises, Building or Property is Premises shall be completely taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right exercise 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 dateterminate. If any substantial part of the Premises shall be Takentaken by exercise of eminent domain or by action of any public or other authority, then this Lease shall terminate at the election of Landlord or Tenant, notice of which election shall be given to the other party within sixty (60) days of such taking. If Landlord shall not so elect, then in case of such taking, and this Lease is not terminated as provided abovein case of any taking of less than a substantial part of the Premises, a just proportion of said rent according to the nature and extent of the taking shall be abated, unless the Landlord shall promptly restore supply to Tenant equivalent substitute space in the Building at no additional rent. Landlord reserves and accepts all rights to any awards of damages in connection with the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances leasehold hereby created, accrued or subsequently accruing by reason of anything lawfully done in pursuance of any public or other authority. Tenant hereby releases and assigns to their condition prior Landlord all of Tenant's rights to such awards, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request, hereby irrevocably designating and appointing Landlord as its attorney in fact to execute and deliver in Tenant's name and behalf all such further assignments thereof. It is agreed and understood, however, that Landlord does not reserve to itself, and Tenant does not assign to Landlord, any damages payable for (i) moveable equipment installed by Tenant or anybody claiming under Tenant at its own expense, or (ii) relocation expenses, but in each case only if and to the extent that such damages are recoverable by Tenant from such authority in a separate action and without reducing Landlord's award of damages. B. Notwithstanding the above, Landlord may, in Landlord's sole discretion, repair and/or rebuild the Building in the event of either total or partial Taking taking. Landlord will not be obligated to rebuild until the eminent domain proceeds have been received and in the rentable square footage of the Building, the rentable square footage of event such eminent domain proceeds are insufficient to completely rebuild or restore the Premises, Tenant’s Share of Operating ExpensesLandlord, at Landlord's option, may provide the Building’s Share of Project and funds required to completely rebuild or restore. If Landlord's mortgagee applies the Rent payable hereunder during eminent domain proceeds to the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takingmortgage debt, Landlord shall be entitled have no obligation to receive the entire price or award from any such Taking without any payment to Tenantrebuild, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightright to terminate by notice. C. In the event that a taking of any portion of the Premises by the exercise of eminent domain (a) materially adversely affects the ability of Tenant to continue to conduct its business in the portion of the Premises not taken; and (b) Landlord fails to give written notice within thirty (30) days of its intention to restore the Premises; and (c) Landlord fails to restore the Premises to a condition substantially suitable for their intended uses within Ninety (90) days of such taking or fails to supply to Tenant equivalent substitute space in the Building, 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 Tenant 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 elect to terminate this Lease upon a partial Taking of by written notice to Landlord to be given no later than thirty (30) days after the Premises, Building, Property or Project.date last mentioned. This right to terminate is an addition to Tenant's rights to terminate under Paragraph 16.2.A. and Paragraph 16.2.B.

Condemnation. If all of the whole or Premises is Taken, then this Lease shall terminate. If any material part of the Premises, Building or Property Premises 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 Taken and (a “Taking” or “Taken”), and i) Landlord determines the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s its ownership or operation of the Building or PropertyProject, (ii) Landlord determines the portion not Taken is insufficient in Landlord’s discretion for the reasonable operation of Tenant’s business, or (iii) in Landlord’s opinion it would be impractical or the condemnation proceeds insufficient to restore the remainder, then, in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolvedeach case, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to Landlord, this Lease shall terminate. In the other event this Lease is terminated in accordance with either of the foregoing sentences, then this Lease shall terminate as of the date the condemning authority takes possession 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 aboveafter a Taking, then, subject to any delays due to Force Majeure, Landlord shall promptly restore the Premises and (including any Alterations made by Landlord) to a condition as near as reasonably possible to the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial the Taking (except for modifications required by Applicable Laws, and excluding the rentable square footage repair, restoration or replacement of the Buildingfixtures, the rentable square footage of the Premisesequipment, Tenant’s Share of Operating Expensesor Alterations made by Tenant or a Tenant Party), the Building’s Share of Project and the Rent payable hereunder during the unexpired Term shall be reduced to such extent reflect the Taking as may be fair and reasonable under reasonably determined by Landlord. In the circumstances. Upon 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 the 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 can be made to Tenant. Tenant hereby waives agrees that the terms of this Section shall govern any Taking and all rights it might otherwise have pursuant to shall accordingly supersede any provision contrary statute or rule of state law to terminate this Lease upon a partial Taking of the Premises, Building, Property or Projectlaw.

Condemnation. If the whole all or any material part of the Premises, Building Original Premises shall be taken under power of eminent domain or Property is taken for sold under imminent threat to any public authority or quasi-public use under governmental lawprivate entity having such power, 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 to the part of the Original Premises so taken or sold, effective as of the date possession is required to be delivered to such authority. In such event, Building I Base Rent shall a▇▇▇▇ in the ratio that the portion of Tenant’s Building I Square Footage taken or sold bears to Tenant’s Building I Square Footage. If a partial taking or sale of the Original Premises, Building I or the Project (i) substantially reduces Tenant’s Square Footage resulting in a substantial inability of Tenant to use the Original Premises for the Permitted Purpose, or (ii) renders Building I or the Project not commercially viable to Landlord in Landlord’s sole opinion, either Tenant in the case of (i), or Landlord in the case of (ii), may terminate this Lease by notice to the other party within 30 days after the terminating party receives written notice of the portion to be taken or sold. Such termination shall be Takeneffective 180 days after notice thereof, or when the portion is taken or sold, whichever is sooner. All condemnation awards and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term similar payments shall be reduced paid and belong to such extent as may be fair and reasonable under the circumstances. Upon Landlord, except 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 amounts awarded or recoverable by paid specifically to Tenant for moving expenses removal and damage to reinstallation of Tenant’s trade fixtures, if a separate award for personal property or Tenant’s moving costs. To the extent permitted by law, Tenant shall, however, be entitled to seek business damages from any condemning authority. If all or any part of the Expansion Premises shall be taken under power of eminent domain or sold under imminent threat to any public authority or private entity having such items power, this Lease shall terminate as to the part of the Expansion Premises so taken or sold, effective as of the date possession is made required to be delivered to such authority. In such event, Building II Base Rent shall a▇▇▇▇ in the ratio that the portion of Tenant’s Building II Square Footage taken or sold bears to Tenant’s Building II Square Footage. If a partial taking or sale of the Expansion Premises, Building II or the Project (i) substantially reduces Tenant’s Building II Square Footage resulting in a substantial inability of Tenant hereby waives any and all rights it might otherwise have pursuant to any provision use the Expansion Premises for the Permitted Purpose, or (ii) renders Building II or the Project not commercially viable to Landlord in Landlord’s sole opinion, either Tenant in the case of state law to (i), or Landlord in the case of (ii), may terminate this Lease upon a partial Taking by notice to the other party within 30 days after the terminating party receives written notice of the Premisesportion to be taken or sold. Such termination shall be effective 180 days after notice thereof, Buildingor when the portion is taken or sold, Property whichever is sooner. All condemnation awards and similar payments shall be paid and belong to Landlord, except any amounts awarded or Projectpaid specifically to Tenant for removal and reinstallation of Tenant’s trade fixtures, personal property or Tenant’s moving costs. To the extent permitted by law, Tenant shall, however, be entitled to seek business damages from any condemning authority.

Condemnation. If SECTION 19.1 If, at any time during the Term of this Lease, title to the whole or any material part materially all of the Premises, Building or Property and/or Demised Premises is taken for any public by the exercise of the right of condemnation or quasi-public use under governmental law, ordinance, or regulation, eminent domain (hereinafter referred to as the "proceedings") or by right agreement between Landlord and those authorized to exercise such right, this Lease will terminate and expire on the date of eminent domainsuch taking, or all Base Rent and additional rent provided to be paid by private purchase in lieu thereof (a “Taking” or “Taken”)Tenant will be apportioned and paid to the date of such taking, and the Taking would total award made in such proceedings will be paid to Landlord’s reasonable judgment . For the purpose of this Article 19, "materially interfere with or impair Landlord’s ownership or operation all of the Building or Propertyand/or Demised Premises" will be deemed to have been taken if, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use as a result of the Premises (taking, the premises remaining after such taking are not reasonably usable for Tenant's business purposes. Any dispute as resolved, if to whether the parties premises are unable to agree, reasonably usable for Tenant's business purposes will be settled by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting be held in New Jersey in accordance with the rules of the American Arbitration AssociationAssociation then in effect. Judgment may be entered on the arbitrator's determination in any court having jurisdiction and the parties consent to the jurisdiction of the Superior Court New Jersey courts for this purpose. SECTION 19.2 If, at any time during the Term of this Lease, title to less than materially all of the Building and/or Demised Premises is taken as aforesaid (a "PARTIAL CONDEMNATION"), then upon the entire award will be paid to Landlord, and Landlord will have the option to (a) restore the Building and/or Demised Premises to an architecturally and/or functionally complete unit with reasonable promptness, subject to ordinary delays beyond Landlord's control, provided that after such restoration the Demised Premises as restored is sufficient to meet Tenant's needs, or (b) terminate this Lease. Landlord will exercise its option to cancel by written notice by Landlord or to Tenant to be given not more than forty-five (45) days from the other this Lease shall terminate and Rent shall be apportioned as date of said date. If part of the Premises shall be Taken, such Partial Condemnation and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises will become null and void ninety (90) days after said notice. SECTION 19.3 If title to less than materially all of the Building and/or Demised Premises is taken as aforesaid and Property as nearly as is commercially reasonable under this Lease continues, the circumstances Base Rent, and any additional rent will be reduced to their condition prior an amount equivalent to such partial Taking and the rentable proportionate square footage of the BuildingDemised Premises. SECTION 19.4 Tenant further agrees that if, at any time after the date hereof, the rentable square footage whole or any part of the PremisesBuilding and/or Demised Premises is taken or condemned by any competent authority for its temporary use or occupancy (herein a "TAKING"), Tenant’s Share of Operating Expensesthis Lease will not terminate by reason thereof and Tenant will continue to pay, in the manner and at the time herein specified, the Building’s Share full amount of Project the Base Rent and all additional rent payable by Tenant hereunder, and, except only to the Rent payable hereunder during the unexpired Term shall be reduced to such extent as that Tenant may be fair prevented from so doing pursuant to the terms of the order of the condemning authority, to perform and reasonable under observe all of the circumstancesother terms, covenants, conditions and obligations hereof upon the part of Tenant to be performed and observed, as though such Taking had not occurred. Upon In the event of any such Taking, Landlord shall Taking Tenant will be entitled to receive the entire price or amount of any award from any made for such Taking without any payment applicable to Tenantthe Demised Premises, whether paid by way of damages, rent or otherwise (except that if the award is made in a lump sum, the award will be held by the Landlord and paid out to Tenant hereby assigns in equal monthly installments), except that portion of the award attributable to Landlord Tenant’s interestor for restoration, if any, which will be held by and belong to the Landlord, provided, however, if such period of temporary use or occupancy shall extend beyond the expiration date or termination of this Lease such award shall be apportioned between Landlord and Tenant as of such date of expiration or termination of the Term. If the period of temporary use or occupancy ends during the Term of this Lease, Tenant will, at its sole cost and expense, restore the Demised Premises as nearly as practicable to the condition of the same immediately prior to the Taking, and if the period of temporary use or occupancy does not end during the Term of this Lease, Landlord will be entitled to the portion of the award that is attributable to restoration of the Demised Premises. SECTION 19.5 Except as expressly provided in such award. the preceding sections of this Article, Tenant will neither have nor make any claim whatsoever for any award or payment for the Demised Premises or any part thereof, and in any event Tenant shall neither have nor make any claim whatsoever for any award or payment for the right, value of Tenant's leasehold under this Lease or the value of the unexpired portion of the Term of this Lease. Nothing herein shall preclude Tenant from 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) recover for such compensation as may be separately awarded direct loss of its personal property or recoverable by Tenant trade fixtures or for moving expenses and damage to Tenant’s trade fixturesrelocation 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 of the Premises, Building, Property or Projectapplicable.

Condemnation. If the whole or any material part of the Premises, Building or Property is Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use under governmental law, ordinanceor purpose, or regulationif any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by right such authority in such manner as to require the use, reconstruction or remodeling of eminent domainany part of the Premises, Building or Project, or by private purchase if Landlord shall grant a deed or other instrument in lieu thereof (a “Taking” of such taking by eminent domain or “Taken”)condemnation, and Landlord shall have the Taking option to terminate this Lease effective as of the date possession is required to be surrendered to the authority if such taking or condemnation would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or render the operation of the Building or Property, or would in economically unfeasible. If more than ten percent (10%) of the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use RSF of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as resolvedof the date possession is required to be surrendered to the authority. Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, if except that Tenant shall have the parties are unable right to agree, file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by arbitration by a single arbitrator with Tenant upon expiration of the qualifications and experience appropriate to resolve the matter and appointed Lease Term pursuant to the terms of this Lease, any Improvement and acting in accordance Alterations paid for by Tenant without reimbursement, and for moving expenses, so long as such claims do not diminish the award available to Landlord, its ground lessor with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant respect to the other this Lease shall terminate Building or Project or its mortgagee, and such claim is payable separately to Tenant. All Rent shall be apportioned as of said datethe date of such termination. If any part of the Premises shall be Takentaken, and this Lease is shall not terminated as provided abovebe so terminated, Landlord the Rent shall promptly restore be proportionately abated in proportion to the ratio that the amount of RSF of the Premises and taken bears to the Building and Property 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 total RSF of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any provision portion of state law to terminate the Premises for a period of one hundred and eighty (180) days or less, then this Lease upon a partial Taking shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of RSF of the Premises taken bears to the total RSF of the Premises, Building, Property or Project. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

Condemnation. (a) If the whole or any material part of the Premises, Leased Premises or a portion of the Building or Property is the Common Areas that contains a Significant Building Component shall be condemned or taken permanently for any public or quasiorquasi-public use or purpose, under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (and, as a “Taking” or “Taken”result, Tenant's use and enjoyment of the Leased Premises is substantially impaired), then in that event, at the option of either Landlord or Tenant exercised by notice to the other within thirty (30) days after the date when possession is taken, the term of this Lease shall cease and terminate as of the Taking would in Landlord’s reasonable judgment materially interfere with date when possession is taken pursuant to such proceeding or impair Landlord’s ownership or operation purchase. The Base Rent and Additional Rent shall be adjusted apportioned as of the time of such termination and any Base Rent and Additional Rent paid for a period thereafter shall be refunded. In the event a material portion only of the Building or Property, or would in shall be so taken (even though the reasonable judgment Leased Premises may not have been affected by the taking of Landlord and Tenant either prevent or materially interfere with Tenant’s use a portion of the Premises (Building), Landlord may, within such 30-day period, elect to terminate this Lease as resolved, if of the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed date when possession is taken pursuant to such proceeding or purchase or Landlord may elect to repair and acting in accordance with restore the rules of portion not taken at its own expense, and thereafter the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate Base Rent and Additional Rent shall be apportioned as of said date. If part reduced proportionately to reflect the portion of the Leased Premises shall be Taken, and this Lease is or Building not terminated as provided above, Landlord shall promptly restore taken. (b) In the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such event of any total or partial Taking and the rentable square footage taking of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 in any such Taking without any payment to Tenant, proceeding and Tenant hereby assigns any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof and Tenant hereby waives all rights against Landlord and the condemning authority except that Tenant shall have the right to claim and prove in any such proceeding and to receive any award which may be made to 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) specifically for such compensation as may be separately awarded or recoverable by Tenant damages for moving expenses and damage to Tenant’s loss of movable trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any equipment 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, Building, Property or Projectmoving expenses.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association)) or, in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord Tenant or Tenant to the other Landlord, as applicable, 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. If In the whole event there hereafter occurs a condemnation (which term when used in this Deed of Trust shall include any damage or taking by any material part of governmental authority or other entity having the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right power of eminent domain, or and any transfer by private purchase sale in lieu thereof thereof), resulting in any damage or taking, either temporarily or permanently, of (a “Taking” 1) the entire Mortgaged Property, (2) so much of the Mortgaged Property as causes the remainder of the Mortgaged Property to be in violation of any zoning laws, restrictive covenants or “Taken”)similar laws, regulations or restrictions affecting the Mortgaged Property, and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation Grantor fails to cure such violation within 30 days of the Building condemnation or Property, or would in such violation does not prevent the reasonable judgment of Landlord and Tenant either prevent or materially interfere with TenantGrantor’s continued use of the Premises Mortgaged Property in the ordinary course of its business or (as resolved3) so much of the Mortgaged Property that, if in the parties are unable to agreesole reasonable opinion of the Beneficiary, by arbitration by a single arbitrator with the qualifications value of the Mortgaged Property is materially and experience appropriate to resolve adversely affected, then, and in any one of said events, the matter and appointed pursuant to and acting Grantor shall repay the Indebtedness in accordance with the rules Article VIII of the American Arbitration Association), then upon written notice Installment Financing Contract. To the extent permitted 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 Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildinglaw, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 Beneficiary shall be entitled to receive all compensation, awards and other payments or relief thereof. The Beneficiary is hereby authorized, at its option, to commence, appear in and prosecute, in its own or in the entire price Grantor’s name, any action or award from proceeding relating to any such Taking without any payment to Tenantcondemnation, and Tenant to settle or compromise any claim in connection therewith. All such compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have assigned by the right, Grantor to the extent that same Beneficiary. After deducting from said condemnation proceeds all of its expenses incurred in the collection and administration of such sums, including reasonable attorneys’ fees, the Beneficiary shall not diminish Landlord’s awardapply the net proceeds as provided in the Installment Financing Contract, subject 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 terms of state law to terminate this Lease upon a partial Taking Article VIII of the PremisesInstallment Financing Contract. Any balance of such monies then remaining shall be paid to the Grantor. The Grantor hereby agrees to execute such further assignment of any compensation, Buildingawards, Property or Projectdamages, claims, rights of action and proceeds as the Beneficiary may require.

Condemnation. (a) If the whole or any material part all of the PremisesDemised Premises are taken by condemnation, Building sale in lieu of condemnation, or Property is taken in any other manner for any public or quasi-public use under governmental lawor purpose (“Eminent Domain”) such that Tenant is materially prohibited from conducting its business operations in the Demised Premises, ordinancethis Lease and the Term and estate hereby granted shall terminate as of the date of vesting of title on such taking or the date that the condemning or purchasing authority takes possession, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)whichever is earlier, and the Taking would rents shall be prorated and adjusted as of such date. (b) If part of the Demised Premises is taken by Eminent Domain, this Lease shall be unaffected by such taking, except that (a) the rent shall be reduced by an amount equal to the rent attributable to the portion of the Demised Premises taken, and (b) Landlord shall repair or restore the remaining portions of the Demised Premises, with reasonable dispatch after collection of the award attributable to the taking by Eminent Domain; provided, however, that Landlord shall not be required to (i) make such repair or restoration if the event of Eminent Domain occurs within the last eighteen (18) months of the Term, or (ii) expend on such repair or restoration amounts in excess of the total awards (net of the costs of collection) collected by it on account of the taking. Notwithstanding the foregoing, if the portion of the Demised Premises taken by Eminent Domain materially and adversely affects Tenant’s ability to conduct its business in the Premises in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association)judgement, then upon written notice by Landlord or Tenant shall have the right to the other terminate this Lease shall terminate and Rent shall be apportioned as by giving Landlord notice thereof within thirty (30) days after the date of said date. If part vesting of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to title on such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, taking. (c) Landlord shall be entitled to receive the entire price award or payment in connection with any taking of the Demised Premises or any part thereof without deduction for any estate vested in Tenant by this Lease, except that Tenant shall be entitled to share in any award from any such Taking without any payment to Tenant, and Tenant hereby assigns made 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 of 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 value of the trade fixtures, machinery and equipment installed by and at the expense of Tenant, or by any moving expenses therefor, but only if Tenant’s claim does not adversely affect or result in any reduction of Landlord’s award or interfere with the prosecution of a separate award claim for such items is made the taking by Landlord. (d) In determining what constitutes reasonable dispatch within the meaning of this Section “32”, consideration shall be given to Tenant. Tenant hereby waives any delays caused by strike, adjustment of insurance and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of other causes beyond the Premises, Building, Property or ProjectLandlord’s control.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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, materially interfere with or impair Landlord’s ownership or operation of the Building or Property, Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease and the Other Lease if more than 50% of the Premises is the subject of a 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 Building and Property 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, the Building’s Share of Project 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 PremisesPremises or the Project. In the event that this Lease is terminated pursuant to this Section 19, Building, Property or Project.the Other Lease shall automatically terminate concurrently with this Lease. Net Multi-Tenant Laboratory 410 W. ▇▇▇▇▇▇▇▇/PhaseRx - Page 18

Condemnation. If the whole Premises or any material part portion thereof are taken under the power of eminent domain or sold under the threat of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right exercise of eminent domain, or by private purchase in lieu thereof such power (a all of which are referred to herein as “Taking” or “Takencondemnation”), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as to the part so taken as of said datethe date the condemning authority takes title or possession, whichever first occurs (the “date of taking”). If part the Premises or any portion of the Project is taken by condemnation to such an extent as to render the Premises or more than fifteen percent (15%) thereof untenantable or uneconomical for Tenant’s business, this Lease shall, at the option of either party to be exercised in writing within thirty (30) days after receipt of written notice of such taking, forthwith cease and terminate as of the date of taking. All proceeds from any condemnation of the Premises shall belong to and be Takenpaid to Landlord, subject to the rights of any holder of any Security Device(s) on the Project; provided that Tenant shall be entitled to any compensation separately awarded to Tenant for Tenant’s relocation expenses or loss of Tenant’s trade fixtures and the unamortized cost of alterations and improvements paid for by Tenant (including, without limitation, a share of the cost of the Tenant Improvements). If this Lease is not terminated as provided abovecontinues in effect after the date of taking pursuant to the provisions of this Section 12.1, Landlord shall promptly restore proceed with reasonable diligence to repair, at its expense, the remaining parts of the Project and the Premises (other than that portion of the Tenant Improvements paid for by Tenant) to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and tenantable Project and Premises. Rent shall ▇▇▇▇▇ to the extent appropriate during the period of restoration, and Rent shall thereafter be equitably adjusted according to the remaining Rentable Area of the Premises and the Building Building. The rights contained in this Article 18 shall be Tenant’s sole and Property as nearly as is commercially reasonable under exclusive remedy in the circumstances to their condition prior to such partial Taking event of a taking or condemnation. Each party waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the rentable square footage provisions of the Building, the rentable square footage any successor or other law of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, Building, Property or Projectlike import.

Condemnation. If the whole or any material part substantially the whole of the Premises, Building Buildings or Property is the 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 materially interfere with or impair Landlord’s ownership or operation then this Lease Agreement shall terminate as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Buildings or the Leased Premises (as resolved, if is taken by the parties are unable to agree, by arbitration by a single arbitrator with condemning authority. If less than the qualifications and experience appropriate to resolve whole or substantially the matter and appointed pursuant to and acting in accordance with the rules whole of the American Arbitration Association)Buildings or the Leased Premises is thus taken or sold, then upon Landlord (whether or not the Leased Premises are affected thereby) may terminate this Lease Agreement by giving 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 Building and Property 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, the Building’s Share of Project 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 thereof to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestin which event this Lease Agreement shall terminate as of the date when physical possession of such portion of the Buildings 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 diminished by an equitable amount based on the portion of the Leased Premises taken, if any, in such award. Tenant shall have the rightand Landlord shall, to the extent that same Landlord deems feasible, restore the Buildings and the Leased Premises to substantially their former condition, but in no event shall Landlord be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such damage. All amounts awarded upon a taking of any part or all of the Buildings or the Leased Premises shall belong to Landlord, and Tenant shall not diminish Landlord’s awardbe entitled to and expressly waives all claim to any such compensation, to make a separate claim against including any award or ascertainment 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 value of Tenant’s trade fixturesleasehold estate, if a separate award for such items which value is made hereby assigned to Tenantthe Landlord. 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 Premisesdate that possession is taken by the taking authority, Buildingand Landlord will refund to Tenant any prepaid, Property or Projectunaccrued Rent less any sum then owing by Tenant to Landlord.

Condemnation. (a) If the whole or any material part all of the Premises, Building or Property Demised Premises is taken or condemned for any a public or quasi-public use, or if a material portion of the Demised Premises is taken or condemned for a 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 Building or Propertyremaining portion thereof is not usable by Tenant, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemnor and the date on which Tenant is deprived of possession of the Demised Premises. In such event, the Minimum Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned as and paid In full by Tenant to Landlord to that date, all Minimum Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of said date. either party, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. (b) If only part of the Demised Premises shall be Taken, is taken or condemned for a public or quasi-public use and this Lease is does not terminated as provided terminate pursuant to Section 21(a) above, Landlord to the extent of the award it receives, shall promptly restore the Demised Premises to a condition and the Building and Property to a size as nearly comparable as is commercially reasonable under reasonably possible to the circumstances to their condition and size thereof immediately prior to such partial Taking the taking, and the rentable square footage there shall be an equitable abatement of the Building, Minimum Rent and Additional Rent according to the rentable square footage value of the PremisesDemised Premises before and after the taking. Pending such determination, Tenant’s Share Tenant shall continue to pay Life Minimum Rent and Additional Rent as herein originally specified, and upon such determination. If Tenant is entitled to a refund because of Operating Expensesan overpayment of Minimum Rent or Additional Rent, Landlord shall make the Building’s Share same promptly, or in lieu thereof credit the amount thereof to future installments of Project and the Minimum Rent payable hereunder during the unexpired Term shall be reduced to such extent or Additional Rent as may be fair and reasonable under the circumstances. Upon any such Taking, they become due. (c) Landlord shall be entitled to receive the entire price or award from in any such Taking proceeding with respect to any taking provided for in this Section 21, without deduction therefrom for any payment to Tenantestate vested in Tenant by this Lease, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in shall receive no part of such award. Nothing herein contained shall be deemed to prohibit Tenant shall have the rightfrom making a separate claim, against Life condemnor, to the extent that same shall not diminish Landlord’s awardpermitted by law, to make a separate claim against 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 value of Tenant’s 's moveable trade fixtures, if a separate award for machinery and moving expenses, provided that the making of such items is made to Tenant. Tenant hereby waives any claim shall not 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, Building, Property does not adversely affect or Projectdiminish Landiord's award.

Condemnation. If the whole twenty-five percent (25%) or any material part more of the PremisesPremises is condemned by eminent domain, Building inversely condemned or Property is taken sold in lieu of condemnation 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 purpose (a “Taking” or “Taken”"Condemned"), and the Taking would in Landlord’s reasonable judgment materially interfere with then Tenant or impair Landlord’s ownership or operation Landlord may terminate this Lease as of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use date when physical possession of the Premises (as resolvedis taken and title vests in such condemning authority, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as adjusted to the date of said datetermination. If part Tenant shall not because of such condemnation assert any claim against Landlord or the Premises shall be Takencondemning authority for any compensation because of such condemnation, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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 amount of any award without deduction for any estate of interest or other interest of Tenant; provided, however, the foregoing provisions shall not preclude Tenant, at Tenant's sole cost and expense, from obtaining any separate award to Tenant for loss of or damage to ▇▇▇▇▇▇'s Property or for damages for cessation or interruption of Tenant's business provided such award is separate from any Landlord's award and provided further such Taking without any payment separate award does not diminish nor otherwise impair the award otherwise payable to Landlord. In addition to the foregoing, Tenant shall be entitled to seek compensation for the relocation costs recoverable by Tenant pursuant to the provisions of California Government Code Section 7262. If neither party elects to terminate this Lease, Landlord shall, if necessary, promptly proceed to restore the Premises or the Building, as applicable, to substantially its same condition prior to such partial condemnation, allowing for the reasonable effects of such partial condemnation, and a proportionate allowance shall be made to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestas solely determined by Landlord, if any, in such award. Tenant shall have for the right, Rent corresponding to the extent that same time during which, and to the part of the Premises of which, Tenant is deprived on account of such partial condemnation and restoration. Landlord shall not diminish Landlord’s award, be required to make a separate claim against the condemning authority (but not Landlord) spend funds 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 restoration in excess of the Premises, Building, Property or Projectamount received by Landlord as compensation awarded.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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, materially interfere with or impair Landlord’s ownership or operation of the Building or Property, Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or 732202571.1 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 Building and Property 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, the Building’s Share of Project 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, Building, Property Premises or the Project.

Condemnation. (a) If the whole twenty-five percent (25%) or any material part more of either the Premises, the Building or Property the Project or the parking areas for the Building or the Project is taken for any public or quasi-public use under purpose by any lawful governmental lawpower or authority, ordinance, or regulation, or by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or by private purchase in lieu thereof sold to prevent such taking (each such event being referred to as a “Taking” or “TakenCondemnation”), and the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation Landlord may, at its option, terminate this Lease as of the Building or Property, or would date title vests in the reasonable judgment of Landlord and Tenant either prevent condemning party. If twenty-five percent (25%) or materially interfere with Tenant’s use more of the Premises (as resolved, is taken and if the parties are unable Premises remaining after such Condemnation and any repairs by Landlord would be untenantable for the conduct of Tenant’s business operations, Tenant shall have the right to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules terminate this Lease as of the American Arbitration Association)date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, then upon such election shall be made by written notice by Landlord or Tenant to the other party given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease shall terminate and Rent shall be apportioned as of said date. If part of to the Premises shall be Taken, and this Lease is not terminated as provided extent permitted above, Landlord shall promptly proceed to restore the Premises and Premises, to the Building and Property extent of any Condemnation award received by Landlord, to substantially the same condition as nearly as is commercially reasonable under the circumstances to their condition existed prior to such partial Taking Condemnation, allowing for the reasonable effects of such Condemnation, and a proportionate abatement shall be made to the rentable square footage Rent corresponding to the time during which, and to the portion of the floor area of the Premises (adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration, as reasonably determined by Landlord. Except as expressly provided in the immediately preceding sentence with respect to abatement of Rent, Tenant shall have no claim against Landlord for, and hereby releases Landlord and Landlord’s Agents from responsibility for and waives its entire claim of recovery for any cost, loss or expense suffered or incurred by Tenant as a result of any Condemnation or the repair or restoration of the Premises, the Building or the Project or the parking areas for the Building or the Project following such Condemnation, including, without limitation, any cost, loss or expense resulting from any loss of use of the whole or any part of the Premises, the Building, the rentable square footage Project or the parking areas and/or any inconvenience or annoyance occasioned by such Condemnation, repair or restoration. The provisions of California Code of Civil Procedure Section 1265.130, which allows either party to petition the Superior Court to terminate the Lease in the event of a partial taking of the Premises, the Building or the Project or the parking areas for the Building or the Project, and any other applicable law now or hereafter enacted, are hereby waived by Tenant’s Share of Operating Expenses, the Building’s Share of Project 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, . (b) Landlord shall be entitled to receive the entire price any and all compensation, damages, income, rent, awards, or award from any such Taking without interest therein whatsoever which may be paid or made in connection with any payment to TenantCondemnation, and Tenant hereby assigns to shall have no claim against Landlord Tenant’s interestfor the value of any unexpired term of this Lease or otherwise; provided, if anyhowever, in such award. that Tenant shall have the right, be entitled to the extent that same shall not diminish Landlord’s award, to make a separate claim against receive any award separately allocated by the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by to Tenant for moving expenses and damage to Tenant’s trade relocation expenses or the value of Tenant’s Property (specifically excluding fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any Alterations and all rights it might otherwise have pursuant to any provision other components of state law to terminate the Premises which under this Lease upon a partial Taking or by law are or at the expiration of the PremisesTerm will become the property of Landlord), Building, Property provided that such award does not reduce any award otherwise allocable or Projectpayable to Landlord.

Condemnation. If In the whole event that with respect to any Individual Property, all or substantially all the Land and any material part of the Premises, Building or Property is thereon shall be taken for any public or quasi-public use under governmental law, ordinance, or regulation, in condemnation proceedings or by exercise of any 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other a) this Lease shall terminate as to such taken Individual Property only as of the earlier to occur of (i) the vesting of title to the Individual Property in the condemning authority or (ii) transfer of possession of the Individual Property to the condemning authority, (b) the parties shall be relieved of all further liability hereunder with respect to such Individual Property only and the Fixed Rent and all Additional Rent relating to such Individual Property provided to be paid by Tenant shall be apportioned as of said date. If part of and paid to the Premises shall be Taken, and date on which this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking Individual Property (with Landlord refunding to Tenant any overpayment thereof provided no Event of Default then exists), as aforesaid, and (c) the rentable square footage award or any payment in lieu thereof in such proceeding or any settlement of the Buildingsame (collectively, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project and the Rent payable hereunder during the unexpired Term “Award”) shall be reduced to such extent as may be fair and reasonable under applied in 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 rightfollowing order of priority, to the extent that same there is a single Award, and separate Awards are not made in favor of each of Landlord and Tenant: (i) first, to reimburse Landlord, Tenant and any Mortgagees for their reasonable costs incurred in connection in obtaining such Award, (ii) second, the balance of the Award shall not diminish be paid on a pari passu basis in proportion to the values of their respective estates (A) to Tenant (or to the extent the First Leasehold Mortgagee is entitled thereto pursuant to the terms of the First Leasehold Mortgage Documents, to the First Leasehold Mortgagee) until Tenant (and any Leasehold Mortgagee collectively) shall have received the Fair Market Value of the Tenant’s Estate in the applicable Individual Property pursuant to this Lease (including all rights of Tenant under this Lease) and the fair market value of the applicable Building, the applicable Building Equipment and the applicable Development Rights for the then balance of the Term, determined assuming there had been no condemnation, and (B) to Landlord (subject to the rights of any Fee Mortgagee) based on the loss of Fair Market Value of the Landlord’s awardEstate that Landlord has incurred from such taking in the portion of the Landlord’s Estate so taken, and (iii) lastly, any balance shall be paid on a pari passu basis to Tenant and Landlord in the same ratios as provided above in Section 18.1(ii). If separate Awards are made to Landlord and Tenant, (X) Landlord’s separate Award will be made to Landlord (subject to the rights of any Fee Mortgagee); and (Y) Tenant’s separate Award will be made to Tenant (or to the extent the Leasehold Mortgagee is entitled thereto pursuant to the terms of the Leasehold Mortgage Documents, 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, Building, Property or ProjectLeasehold Mortgagee).

Condemnation. (a) If the whole of the Premises should be condemned, this Lease shall terminate as of the date when physical possession of the Premises is taken by the condemning authority. If less than substantially the whole of the Premises is thus taken or sold, this Lease shall be unaffected by such taking, provided that Tenant shall have the right to terminate this Lease by written notice to Landlord given within ninety (90) days after the date of such taking if twenty percent (20%) or more of the Premises is taken and the remaining area of the Premises is not reasonably sufficient for Tenant to continue operation of its business. If, upon any material part such condemnation of less than substantially the whole of the Premises, Building this Lease shall not be thus terminated, the Rent payable hereunder shall be diminished by an amount representing that part of the Rent as shall properly be allocable to the portion of the Premises which was so condemned, and Landlord shall, at Landlord’s sole expense, restore and reconstruct the remainder of the Premises to substantially their former condition to the extent that the same, in Landlord’s reasonable judgment, may be feasible, but such work shall not exceed the scope of the work done in originally constructing the Building, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation awarded upon a taking of any part or Property all of the Premises. Subject to the rights of any mortgagee under a mortgage or deed of trust covering the Building, Landlord shall be entitled to and shall receive the total amount of any award made with respect to condemnation of the Premises, regardless of whether the award is based on a single award or a separate award as between the respective parties, and to the extent that any such award or awards shall be made to Tenant or to any person claiming through or under Tenant, Tenant hereby irrevocably assigns to Landlord all of its rights, title and interest in and to any such awards. No portion of any such award or awards shall be allocated to or paid to Tenant for any so-called bonus or excess value of this Lease by reason of the relationship between the rental payable under this Lease and what may at the time be a fair market rental for the Premises, nor for Tenant’s unamortized costs of leasehold improvements. The foregoing notwithstanding, and if Tenant be not in default for any reason, Landlord shall turn over to Tenant, promptly after receipt thereof by Landlord, that portion of any such award received by Landlord hereunder which is attributable to ▇▇▇▇▇▇’s fixtures and equipment which are condemned as part of the property taken but which ▇▇▇▇▇▇ would otherwise be entitled to remove, and the appraisal of the condemning authority with respect to the amount of any such award allocable to such items shall be conclusive. The foregoing shall not, however, be deemed to restrict ▇▇▇▇▇▇’s right to pursue a separate award specifically for its relocation expenses or the taking of Tenant’s personal property or trade fixtures so long as such separate award does not diminish any award otherwise due Landlord as a result of such condemnation or taking. Tenant hereby specifically waives any and all rights it may have under any law, statute, ordinance or regulation (including, without limitation, Sections 1265.120 and 1265.130 of the California Code of Civil Procedure), to terminate or petition to terminate this Lease upon partial condemnation of the Premises, and the parties hereto specifically agree that this Lease shall not automatically terminate upon condemnation. (b) Landlord may, without any obligation or liability to Tenant and without affecting the validity and existence of this Lease other than as hereafter expressly provided, agree to sell and/or convey to the condemnor the Premises or portion thereof sought by the condemnor, without first requiring that any action or proceeding be instituted, or if such action or proceeding shall have been instituted, without first requiring any trial or hearing thereof (and Landlord is expressly empowered to stipulate to judgment therein), free from this Lease and the rights of Tenant hereunder. (c) If all or any portion of the Premises is condemned or otherwise taken for a period (i) of less than one hundred twenty (120) days, this Lease shall remain in full force and effect and Tenant shall continue to perform all terms and covenants of this Lease; provided, however, Rent shall ▇▇▇▇▇ during such limited period in proportion to the portion of the Premises that is rendered unusable as a result of such condemnation or other taking, or (ii) of one hundred twenty (120) days or more, Tenant shall have the right to terminate this Lease by providing written notice of such election within thirty (30) days of such condemnation in which case Rent shall be abated as of the date of such condemnation. (d) The words “condemnation” or “condemned” as used herein shall mean the taking for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right the exercise of, or the intent to exercise, the power of eminent domain, expressed in writing, as well as the filing of any action or proceeding for such purpose, by private purchase in lieu thereof (a “Taking” any person, entity, body, agency, or “Taken”)authority having the right or power of eminent domain, and shall include a voluntary sale by Landlord to any such person, entity, body agency or authority, either under threat of condemnation expressed in writing or while condemnation proceedings are pending, and shall occur in point of time upon the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation actual physical taking of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed possession pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as exercise of said date. If part power of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, Building, Property or Projecteminent domain.

Condemnation. If the whole or any material part of the Premises, Building Premises or the Property 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 materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises Premises, (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator b) in Landlord’s judgment would materially interfere with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules or impair its ownership or operation of the American Arbitration Association)Property or (c) as a result of such Taking, Landlord’s mortgagee accelerates the payment of any indebtedness securing all or a portion of the Property, then upon written notice by Landlord or Tenant to the other 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 Building and Property 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, the Building’s Share of Project 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 as near as reasonably attainable 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 interest, if any, in such award, including, without limitation any award for a Taking of Tenant’s leasehold interest hereunder. 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. This paragraph shall be Tenant’s sole and exclusive remedy in the event of any taking and Tenant hereby waives any rights and all the benefits of any statute granting Tenant specific rights it might otherwise have pursuant to any provision in the event of state law to terminate a Taking which are inconsistent with the provisions of this Lease upon a partial Taking of the Premises, Building, Property or ProjectParagraph.

Condemnation. If the whole or any material part a substantial portion of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinanceuseable floor areas of the building, 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 Building or Propertyparking area, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable from time to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 time constituting part of the Premises shall be Takentaken, such that the same shall materially and adversely interfere with the Tenant's ability to conduct business on the Premises as contemplated under the Lease, or if the Tenant's access to the Premises shall be deprived for one (1) month or more, by eminent domain or appropriated by public authority, the Tenant may terminate this Lease by giving written notice to the Landlord within thirty (30) days after such taking or appropriation becomes final and Tenant is informed of same by Landlord in writing, the Landlord enclosing with such notice the applicable notifications of taking from the appropriating public authority. In the event of any such termination, this Lease shall terminate as of the date the Tenant must surrender possession or, if later, the date the Tenant actually surrenders possession, or the date Tenant's access is deprived and the Basic Rent and Additional Rent reserved shall be apportioned and paid to and as of such date. If all or any part of the Improvements or any other improvements from time to time constituting part of the Premises is taken or appropriated by public authority as aforesaid and this Lease is not terminated as provided set forth above, the Landlord shall promptly shall, subject to the rights of any Mortgagees, apply any such damages and compensation awarded (net of the costs and expenses, including reasonable attorneys' fees, incurred by the Landlord in obtaining the same) to secure, close and restore so much of the Improvements or other improvements constituting part of the Premises as remain to an architectural whole except that in no event shall the Landlord be obligated to expend more for such replacement than the net amount of any such damages, compensation or award which the Landlord may have received as damages in respect to the Improvements and any other improvements from time to time constituting part of the Building and Property Premises as nearly as is commercially reasonable under the circumstances to their condition they existed immediately prior to such partial Taking taking or appropriation; in such event, there shall be an equitable abatement of Basic Rent in proportion to the loss of useable floor area in the Improvements after giving effect to such replacement, from and after the date the Tenant must surrender possession (or access is deprived) or, if later, the date the Tenant actually surrenders possession and except further, that if, in such event, for any reason any Mortgagee retains any portion of such damages or award and the rentable square footage Landlord fails within thirty (30) days after a request by notice from the Tenant to agree to secure and close the remaining improvements as aforesaid, then the Tenant shall have an additional period of sixty (60) days after the Buildingexpiration of such thirty (30) day period within which to terminate this Lease, in which event, this Lease shall thereupon be void and without recourse to the rentable square footage parties as to obligations thereafter accruing. The Tenant agrees that the foregoing rights shall be its sole remedies, both at law and in equity, for the failure of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project any Mortgagees and the Rent payable hereunder during Landlord to fulfill its obligations to secure and close the unexpired Term shall be reduced to such extent remaining improvements as may be fair and reasonable under the circumstancesaforesaid. Upon any such Taking, The Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenanthereby reserves, and the Tenant hereby assigns to Landlord Tenant’s interestthe Landlord, if any, any and all interest in such award. Tenant shall have the right, and claims 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 entirety of any damages or other compensation as by way of damages which may be awarded in connection with any such taking or appropriation except so much of such damages or award as is specifically and separately awarded or recoverable to the Tenant and expressly attributable to Improvements constructed and/or made by the Tenant for moving expenses and damage as well as to the Tenant’s 's trade fixtures, personal property or moving expenses. Nothing contained herein shall prohibit the Tenant from making claim in its own name against the municipality for damages including but not limited to loss of business and an amount equal to its unamortized costs of leasehold improvements on condition such application does not interfere with the Landlord's paramount right to claim damages in connection with any such taking. Notwithstanding anything to the contrary set forth above, if a separate award for such items the Tenant is made deprived of access to Tenantthe Property, an abatement of basic and additional rent, effective on the date of deprivation, shall take effect. Tenant hereby waives any In addition thereto, in the event of Condemnation, all Basic 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, Building, Property or ProjectAdditional Rent shall be abated.

Condemnation. If the whole or any material part of the Premises, Building or Property is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right a part of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and such Premises such that the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would Premises in the reasonable judgment of Landlord and Tenant either prevent the Architect for the Building are untenantable, are taken by eminent domain or materially interfere with Tenant’s use other similar proceeding or are conveyed in lieu of the Premises (as resolvedsuch taking, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate expire on the date when title or right of possession vests, and Rent paid for any period beyond said date shall be apportioned as of said daterepaid to Tenant. If part of the Premises shall be Taken, and there is a partial taking where this Lease is not terminated as provided aboveterminated, Landlord the Rent shall promptly restore be adjusted in proportion to the square feet of Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable taken, which square footage of shall be determined by the Architect for the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 TakingIn either event, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantentitled, and Tenant hereby assigns shall not have any right, to Landlord Tenant’s interestclaim any award made in any condemnation proceeding, if anyaction or ruling relating to the Building or the Property; provided, in such award. however, Tenant shall have be entitled to make a claim in any condemnation proceeding, action or ruling relating to the rightBuilding for Tenant's moving expenses and the unamortized value of leasehold improvements in the Premises actually paid for by Tenant, to the extent that same such claim does not in any manner impact upon or reduce Landlord's claim or award in such condemnation proceeding, action or ruling. Landlord shall not diminish have, in Landlord’s award's sole discretion, 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 option of state law to terminate terminating this Lease upon a partial Taking sixty (60) days prior notice to Tenant if any such condemnation, action, ruling or conveyance in lieu thereof makes continuation of Landlord's use of the Premises, Building, Property or ProjectBuilding economically unfeasible.

Condemnation. If the whole or any material part of the Premises, Building Premises or Property 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 would, in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Propertyjudgment, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules or Landlord’s operation of the American Arbitration Association)Project, then upon written notice by Landlord to Tenant this Lease shall terminate and Rent shall be apportioned as of said date. If the whole or any material part of the Premises is permanently Taken, and the Taking would, in Tenant’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises, then upon written notice by Tenant to the other 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 Building and Property 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, the Building’s Share of Project 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 the 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 fixturesfixtures and personal property, 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, Building, Property Premises or the Project.

Condemnation. If the whole or any material part of the Premises, Building or Property is taken for any public or quasimore than twenty-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof five percent (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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 25%) of the Premises shall be Takentaken or appropriated under the power of eminent domain or conveyed in lieu thereof, Landlord 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 interest thereon which may be paid or owned 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. So long as Tenant is entitled to a separate award and Landlord’s award is not diminished thereby, nothing contained herein shall be deemed to prevent Tenant from seeking any award against the taking authority for the taking of personal property and fixtures belonging to Tenant, for relocation or business interruption expenses recoverable by Tenant directly from the taking authority, or for loss of Tenant’s goodwill. If a part of the Land and/or Building shall be so taken or appropriated or conveyed and Landlord hereto shall elect not to terminate this Lease, Landlord shall nonetheless receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all income, rent, award or any interest thereon paid or owed in connection with such taking, appropriation or conveyance; and if the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises and this Lease shall remain in full force and effect except that the Rent shall be equitably adjusted according to the remaining rentable area of the Premises. Notwithstanding the foregoing, Landlord’s obligation to restore the Premises if this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, limited to the extent that same shall of available condemnation proceeds. Landlord will not diminish Landlord’s award, be required to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded repair or recoverable by Tenant for moving expenses and restore any injury or damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. the property of Tenant hereby waives 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, Building, Property or ProjectTenant Alterations.

Condemnation. (a) If the whole or or, as determined by Landlord in its sole discretion, any material substantial part of the Premises, Land or the Building or Property is if any portion of the 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 materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s the use of the Premises (for the purpose for which they are being used, as resolveddetermined by Landlord, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate terminate, effective on the date of possession thereof by the authority and Rent the rent shall be apportioned as of said such date. If part of the Premises Land or Building, which does not include the 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 sentence above, Landlord this Lease shall promptly restore not terminate but the Premises and the Building and Property 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, the Building’s Share of Project and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as Landlord shall determine may be fair and reasonable under all of the circumstances. Upon any ; provided, however, that if such Takingtaking prevents access to the Premises or the use of the Premises as a college of higher education, 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. then Tenant shall have the rightright to terminate this Lease, effective on the date of possession by the authority and the rent shall be apportioned as of such date. (b) All awards, damages and other compensation paid by such authority on account of such condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or the authority for any portion of such award, damages or compensation attributable to damage to the extent that same Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, leasehold improvements or severance damages. Tenant may, if allowed by statute, seek such awards or damages for moving expenses, loss of profits and fixtures and other equipment installed by it which do not, under the terms of this Lease, become the property of Landlord at the termination hereof. Such awards or damages must be made by a condemnation court or other authority and must be separate and distinct from any award to Landlord for the Land and Building and shall not diminish any award 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, Building, Property or Project.

Condemnation. If In the whole event of a condemnation or any material part taking of the Premises, Building or Property is taken for any entire Premises by a public or quasi-public use under governmental lawauthority, 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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American 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 datethe date title vests in the public or quasi-public authority. If part In the event of a taking or condemnation of fifteen percent (15%) or more (but less than the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and whole) of the Building and Property without regard to whether the Premises are part of such taking or condemnation, Landlord may elect to terminate this Lease by giving notice to Tenant within sixty (60) days of Landlord receiving notice of such condemnation. All compensation awarded for any condemnation shall be the property of Landlord, whether such damages shall be awarded as nearly as is commercially reasonable under a compensation for diminution in the circumstances to their condition prior to such partial Taking and the rentable square footage value of the Building, leasehold or to the rentable square footage fee of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 all of Tenant’s interest's right, if anytitle and interest in and to any and all such compensation. Providing, however that in such award. the event this Lease is terminated, Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, be entitled to make a separate claim against for the condemning authority taking of Tenant's personal property (but including fixtures paid for by Tenant), and for costs of moving. Notwithstanding anything herein to the contrary, any condemnation award to Tenant shall be available only to the extent such award is payable separately to Tenant and does not Landlord) for diminish the award available to Landlord or any Lender of Landlord and such compensation as may award shall be separately awarded or recoverable limited to the amount of Rent actually paid by Tenant to Landlord for moving expenses and damage the period of time for which the award is given. Any additional portion of such award shall belong to Tenant’s trade fixtures, if a separate award for such items is made to TenantLandlord. 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, Building, Property or ProjectNOTHING CONTAINED IN THIS ARTICLE 11 SHALL PROHIBIT TENANT FROM INSTITUTING SEPARATE PROCEEDINGS TO PURSUE A SEPARATE CLAIM AGAINST THE CONDEMNING AUTHORITY FOR THE BOOK VALUE OF ANY PERMANENT LEASEHOLD IMPROVEMENTS TO THE PREMISES PAID FOR BY TENANT SO LONG AS SUCH CLAIM WILL NOT AFFECT OR DIMINISH ANY AWARD OR COMPENSATION OTHERWISE RECOVERABLE BY LANDLORD.

Condemnation. If the whole or any material part all of the Premises, Building or Property Complex is taken for any public or quasi-public use under governmental law, ordinancecondemned, or regulationacquired under threat of condemnation, by or at the direction of any governmental authority (a "Taking" or "Taken", as the context requires), or by right if so much of eminent domainthe Complex is Taken that, in Landlord's opinion, the remainder cannot be restored to an economically viable, quality office building, or if the awards payable to Landlord as a result of any Taking are, in Landlord's opinion, inadequate to restore the remainder to an economically viable, quality office building, Landlord may, at its election, exercisable by private purchase in lieu thereof the giving of written notice to Tenant within sixty (a “60) days after the date of the Taking” or “Taken”), and terminate this Lease Agreement as of the date of the Taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation the date Tenant is deprived of possession of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Leased Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Associationwhichever is later), then upon written notice by Landlord or Tenant to the other . If this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease Agreement is not terminated as provided above, Landlord shall promptly restore the Premises and the Building and Property as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage a result of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses, the Building’s Share of Project 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 a Taking, Landlord shall restore the Leased Premises remaining after the Taking to a Building standard condition. During the period of restoration, Base Rent shall be entitled abated to receive the entire price extent the Leased Premises are rendered untenantable and, after the period of restoration, Base Rent and Tenant's pro rata share shall be reduced in the proportion that the area of the Leased Premises Taken or award otherwise rendered untenantable bears to the area of the Leased Premises just prior to the Taking. If any portion of Base Rent is abated under this Section 14, Landlord may elect to extend the expiration date of the Term for the period of the abatement. All awards, proceeds, compensation or other payments from or with respect to any such Taking without of the Complex or any payment portion thereof shall belong to TenantLandlord, and Tenant hereby assigns assigning to Landlord Tenant’s interestall of its right, if anytitle, in such awardinterest and claim to same. Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make assert a separate claim against for and recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for on account of Tenant's moving expenses and damage relocation expenses, and depreciation to and 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, Building, Property or Project's movable personal property.

Condemnation. If more than twenty-five percent (25%) of the whole Land and/or Premises 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 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 owned 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. So long as Tenant is entitled to a separate award and Landlord's award is not diminished thereby, nothing contained herein shall be deemed to prevent Tenant from seeking any award against the taking authority for the taking of personal property and fixtures belonging to Tenant, for relocation or business interruption expenses recoverable by Tenant directly from the taking authority, or for loss of Tenant's goodwill. If a part of the PremisesLand and/or Premises shall be so taken or appropriated or conveyed and Landlord hereto shall elect not to terminate this Lease, Building or Property 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 Landlord shall nonetheless receive (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 Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent shall assign to Landlord upon demand from Landlord) any and all income, rent, award or materially interfere any interest thereon paid or owed in connection with Tenant’s use of such taking, appropriation or conveyance; and if the Premises (have been damaged as resolveda consequence of such partial taking or appropriation or conveyance, if Landlord shall restore the parties are unable to agree, by arbitration by a single arbitrator with the qualifications Premises and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate remain in full force and effect except that the Rent shall be apportioned as of said date. If part equitably adjusted according to the remaining rentable area of the Buildings while such restoration is being made by Landlord. Notwithstanding the foregoing, Landlord's obligation to restore the Premises shall be Taken, and if this Lease is not terminated as provided aboveterminated, Landlord shall promptly restore the Premises and the Building and Property 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, the Building’s Share of Project 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, limited to the extent that same of available condemnation proceeds. Such proportionate reduction shall not diminish Landlord’s award, be based upon the extent to make a separate claim against which the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable restoration being made by Landlord shall interfere with the business carried on by Tenant for moving expenses and in the Buildings. Landlord will not be required to repair or restore any injury or damage to the property 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, Building, Property or Project.

Condemnation. a. If the whole or any material substantial part of the Premises, Building or Property is Premises should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, regulation or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking taking would in Landlord’s reasonable judgment materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s the use of the Building or Premises (as resolvedfor the purpose for which it is then being used, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other 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 Lease Term hereof. b. If part of the Building or 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 the Premises and the Building and Property 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, the Building’s Share of Project and not terminate but the 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 and Tenant 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 circumstances. Upon Landlord’s obligation to restore the Building is subject to the condemnation proceeds actually paid to Landlord being sufficient to pay the cost of such restoration and repair. c. Tenant shall not share in any condemnation award or payment in lieu thereof or in any award for damages resulting from any grade change of adjacent streets, the same being hereby assigned to Landlord by Tenant, provided, however, that Tenant may separately claim and receive from the condemning authority, if legally payable, compensation for Tenant’s Additional Work as defined in Exhibit “B” attached hereto, Tenant’s removal and relocation costs and for Tenant’s loss of business and/or business interruption. d. Notwithstanding anything to the contrary contained in this Paragraph, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the term of this Lease, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the term of this Lease; in the event of any such Takingtemporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which represents compensation for the use of or occupancy of the Premises during the term of this Lease, and Landlord shall be entitled to receive that portion of any award which represents 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 cost of state law to terminate this Lease upon a partial Taking restoration of the Premises, Building, Property Premises and the use of or Projectoccupancy of the Premises after the end of the term of this Lease.

Condemnation. A. If the whole or any material substantial part of the Premisesproperty, Building building or Property is 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 materially interfere with or impair Landlord’s ownership or operation of the Building or Property, or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s the use of the Premises (as resolvedpremises for the purpose for which they are being used, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent the rent shall be apportioned as abated during the unexpired portion of this Lease, effective when the physical taking or private purchase in lieu thereof of said date. property, building or premises shall occur. B. If part of the Premises property, building or 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 1ieu 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 Building and Property 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, the Building’s Share of Project 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. Upon circumstances but in any event, at least to offset the unusable portion of the premises which are rendered untenantable by such Takingcondemnation, Landlord taking or conveyance in lieu thereof and are not actually used by Tenant. C. All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the premises, buildings or other improvements, or any part thereof, shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, property of Landlord and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, no interest in any award or allocation made 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 loss of business or for the taking of Tenant’s 's furniture, fixtures, equipment, or trade fixtures, or for the unamortized cost of any alterations, additions and improvements paid for by Tenant, or for Tenant's moving expenses, if a separate award or separate allocations among Landlord, Tenant and any other parties entitled thereto (if any), for such items are made. D. Landlord and Tenant agree to cooperate reasonably in the prosecution of any separate awards, if available, and/or in seeking separate allocations of any single award, if possible, in connection with any condemnation, taking or conveyance in lieu thereof, provided that Landlord's award with respect to the premises, building or other improvements and the value of all estates therein 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, Building, Property or Projectnot reduced thereby.