Common use of Eminent Domain Clause in Contracts

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect Should all of the Premises be taken under the power of eminent domain or a conveyance in lieu thereof by any authority having the right of condemnation, or if a portion thereof is taken so that the Premises are unsuitable, in Tenant's reasonable opinion, for Tenant's use, then the term of this lease shall terminate as of the date that title shall vest in the acquiring authority and the rent and other charges shall be adjusted as of the date of such taking. In such case, Landlord shall be entitled to eminent domain: A) Condemnation the proceeds of Demised Premisesthe condemnation award made to Landlord. If Nothing herein shall be construed to prevent Tenant from separately pursuing a claim against the whole condemning authority for its independent loss or damages to the extend available, provided, however, that no award made to or on behalf of Tenant shall reduce, limit, or restrict the award to Landlord, and no allocation of Landlord's award in condemnation shall occur. Tenant shall have no claim against Landlord for the value of the unexpired term of this lease. Should any substantial part of the Demised Premises be taken in the exercise of eminent domain or a conveyance in lieu thereof or in connection therewith, but not such as to render the Premises unsuitable for the operation of its business, this Lease shall continue on the same terms and conditions except that the description of the Premises or the real estate taken by right of eminent domain or a conveyance in lieu thereof or in connection therewith shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by modified to reflect such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is takentaking. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord Lease does not elect to cancel or terminate this Agreement as provided aboveby reason of such taking, then Landlord shall rebuild and restore the condemnation proceeds from the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall will first be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations used to restore or rebuild the Premises to a position of occupancy by the Tenant. The balance of such condemnation proceeds from the Premises, if any, shall be limited belong to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect to If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain: A) Condemnation domain of Demised Premises. If the whole all or any substantial a part of the Demised Premises Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be taken or acquired returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any public or quasi-public authority under further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power or threat of eminent domain, for other domain of less than such a temporary period, the Lease Term shall cease as material part of the day possession shall be taken by such public Property, or quasi-public authority, and Tenant shall pay Rent up if Buyer has the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Agreement pursuant to the date possession is taken. In the event that during the term of this Agreement the Demised Premisespreceding sentence but Buyer does not exercise such right, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand, during such restorationat the Closing, the Base Rent condemnation award (or, if not therefore received, the right to receive such portion of the award) payable pursuant on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the terms of this Agreement Property is conveyed. Seller shall be equitably apportioned in the proportion that the square footage give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Demised Premises so taken bears Property. Notwithstanding anything to the total square footage contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Demised Premises immediately prior Due Diligence Items, or in any documents delivered to such taking; provided, however, in no event Buyer or made available to Buyer electronically on Seller’s cloud server shall there be any abatement of not give Buyer the payment of any Operating Costs, provided further, however, the Landlord’s obligations right to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant but rather at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be limited transferred or assigned to consequential damages onlyBuyer at Closing in the same manner as title to the Property is conveyed.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or Either party may terminate this Lease if any substantial material part of the Demised Premises shall be is taken or acquired by condemned for any public or quasi-public authority use under the power Law, by eminent domain or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, thereof (a “Taking”). Landlord shall also have the right to terminate this Agreement and Lease if there is a Taking of any portion of the term hereby granted Building or Project which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. The termination shall be terminable at Landlordeffective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Basic Rent and Tenant’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession Share of Operating Expenses shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid appropriately adjusted to account for any reduction in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part Building or Premises. All compensation awarded for a Taking shall be the property of Landlord and the Demised Premises so taken bears right to the total square footage of the Demised Premises immediately prior to such takingreceive compensation or proceeds in connection with a Taking are expressly waived by Tenant; provided, however, in no event shall there be any abatement Tenant may file a separate claim for Tenant’s personal property and Tenant’s reasonable relocation expenses, provided the filing of the payment claim does not diminish the amount of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)award. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions If only a part of the Demised Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the Landlord shall have the option within days after Landlord’s receipt remaining portion of the net condemnation, Premises as nearly as practicable to cancel the condition immediately prior to the Taking. Tenant agrees that the provisions of this Lease shall govern any Taking and terminate this Agreement, and Tenant shall be limited to consequential damages onlyaccordingly supersede any contrary statute or rule of law.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than __________% of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within __________ days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in lieu thereof, this Agreement furtherance of the purposes of the Redevelopment Act and the term hereby granted EDC Act (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct the Lessor and the Trustee in writing as to restore or rebuild shall be limited which of the ways specified in this Section the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the Indenture and applied to consequential damages onlythe repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or Either party may terminate this Lease if any substantial material part of the Demised Premises shall be is taken or acquired by condemned for any public or quasi-public authority use under the power Law, by eminent domain or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, thereof (a “Taking”). Landlord shall also have the right to terminate this Agreement and Lease if there is a Taking of any portion of the term hereby granted Building or Project which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be terminable at Landlordeffective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Basic Rent and Tenant’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession Share of Operating Expenses shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid appropriately adjusted to account for any reduction in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part Building or Premises. All compensation awarded for a Taking shall be the property of Landlord and the Demised Premises so taken bears right to the total square footage of the Demised Premises immediately prior to such takingreceive compensation or proceeds in connection with a Taking are expressly waived by Tenant; provided, however, in no event shall there be any abatement Tenant may file a separate claim for Tenant’s personal property and Tenant’s reasonable relocation expenses, provided the filing of the payment claim does not diminish the amount of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)award. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions If only a part of the Demised Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the Landlord shall have the option within days after Landlord’s receipt remaining portion of the net condemnation, Premises as nearly as practicable to cancel the condition immediately prior to the Taking. Tenant agrees that the provisions of this Lease shall govern any Taking and terminate this Agreement, and Tenant shall be limited to consequential damages onlyaccordingly supersede any contrary statute or rule of law.

Eminent Domain. With respect to If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain: A) Condemnation domain of Demised Premises. If the whole all or any substantial a material part of the Demised Premises Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within sixty (60) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement in its entirety, in which event this Agreement shall automatically terminate, the Deposit shall be taken returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or acquired charges and neither Party shall have any continuing obligations hereunder. If, before the Closing Date, proceedings are commenced for the taking by any public or quasi-public authority under exercise of the power or threat of eminent domain, for other domain of less than a temporary period, the Lease Term shall cease as material part of the day possession shall be taken by such public Property, or quasi-public authority, and Tenant shall pay Rent up if Buyer has the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Agreement pursuant to the date possession is taken. In the event that during the term of this Agreement the Demised Premisespreceding sentence but Buyer does not exercise such right, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand, during such restorationon the Closing Date, the Base Rent condemnation award (or, if not theretofore received, the right to receive such portion of the award) payable pursuant to on account of the terms of this Agreement taking shall be equitably apportioned in the proportion that the square footage assigned, or paid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)Property. Notwithstanding the foregoingThe foregoing notwithstanding, in the event the net condemnation award received by Landlord is insufficient to restore taking results in the cancellation of, or rebuild the structural portions of the Demised Premises the Landlord rent abatement under, any Lease, Buyer shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant . The provisions of this Section 11 shall be limited to consequential damages onlysurvive the Closing.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If In the whole event the entire premises or any substantial part of the Demised Premises thereof shall be taken or acquired by condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority under the power in appropriation proceedings or threat by any right of eminent domain, the entire compensation or award therefore, including leasehold, reversion and fee, shall belong to the Landlord and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to such award. (b) In the event that only a portion of the demised premises, not exceeding twenty percent (20%) of same, shall be so taken or condemned, and the portion of the demised premises not taken can be repaired within ninety (90) days from the date of which possession is taken for other than a temporary periodthe public use so as to be commercially fit for the operation of Tenant's business, the Lease Term Landlord at its own expense shall cease as so repair the portion of the day demised premises not taken and there shall be an equitable abatement of rent for the remainder of the term and/or extended terms. The entire award paid on account thereof shall be paid to the Landlord. If the portion of the demised premises not taken cannot be repaired within ninety (90) days from the date of which possession is taken so as to be commercially fit for the operation of Tenant's business, then this Lease shall terminate and become null and void from the time possession of the portion taken is required for public use, and from that date on the parties hereto shall be released from all further obligations hereunder except as herein stated and Tenant shall have no claim for any compensation on account of its leasehold interest. No other taking, appropriation or condemnation shall cause this Lease to be terminated. Any such appropriation or condemnation proceedings shall not operate as or be deemed an eviction of Tenant or a breach of Landlord's covenant of quiet enjoyment and Tenant shall have no claim for any compensation on account of its leasehold interest. (c) In the event that more than 20% of the demised premises shall at any time be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, use or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of condemned under eminent domain, then at the option of the Landlord or by private purchase in lieu thereofTenant upon the giving of thirty (30) days written notice (after such taking or condemnation), this Agreement Lease shall terminate and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on as of the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any of such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement any prepaid rental shall be equitably apportioned in the proportion that the square footage prorated as of the part effective date of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlytermination.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in lieu thereof, this Agreement furtherance of the purposes of the Act and the term hereby granted Plan (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct the Lessor and the Trustee in writing as to restore or rebuild shall be limited which of the ways specified in this Section the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the Indenture and applied to consequential damages onlythe repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If Mortgagor warrants, covenants and agrees that should the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised PremisesMortgaged Property, or any part thereofthereof or interest therein, be taken or damaged by reason of any public improvement or condemnation proceeding, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domainin any other manner, or by private purchase in lieu thereofshould Mortgagor receive any notice of other information regarding such proceeding, this Agreement Mortgagor shall give written notice thereof within five (5) business days to Mortgagee. Without Mortgagee's prior consent, Mortgagor (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the term hereby granted compensation to be determined. Mortgagee shall be terminable at Landlord’s sole option entitled to: (1) all compensation, awards and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor other payments or relief therefor, (2) to commence, appear in and the Base Rent herein reserved shall be apportioned prosecute in its own name any action or proceedings, and paid (3) to make any compromise or settlement in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any connection with such taking or damage. Mortgagor authorizes Mortgagee to collect and this Agreement shall continue receive such awards and compensation, to give proper receipts and acquittances therefor and in full force and effect except that, during such restoration, Mortgagee's discretion to apply the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of same toward the payment of any Operating Coststhe Obligations, provided furthernotwithstanding the fact that the Obligations, howeveror a portion thereof, may not then be due and payable, or to the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed restoration of the proceeds obtained from such taking (less expenses incurred Mortgaged Property in collecting accordance with the same). Notwithstanding the foregoing, provisions set forth in the event the net condemnation award received by Landlord is insufficient penultimate sentence of Section 11(c) above. Mortgagor further agrees to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnationmake, to cancel and terminate this Agreementexecute, and Tenant shall be limited deliver to consequential damages onlyMortgagee, at any time upon request, free and clear of any encumbrance of any kind whatsoever, any and all further assignments and other instruments deemed necessary by Mortgagee for the purpose of validly and sufficiently assigning all compensations and awards made to Mortgagor for any taking, either permanent or temporary, under any such proceeding.

Eminent Domain. With respect to eminent domain: AA. In the event that: (i) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises Building shall be taken during the term of this Lease or acquired by any extension or renewal thereof for any public or quasi-public authority use under the power any governmental law, ordinance, regulation or threat by right of eminent domain, for other than a temporary period, the Lease Term shall cease as (ii) all or any portion of the day possession parking area for the Building shall be taken by such for any public or quasi-public authorityuse so as to, and in Tenant's reasonable judgment, render the parking inadequate for Tenant's business; or (iii) if access to the adjacent roadways from the existing curb cuts shall be denied as a result of a taking for any public or quasi-public use (any of such events being hereinafter referred to as a "taking"), Tenant shall pay Rent up to that have the option of terminating this Lease as of a date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to no later than the date possession is takenrequired by the condemning authority, such termination date to be specified in a notice of termination to be given by Tenant to Landlord. Fixed Rent shall be prorated as of the termination date and any advance payments on account of Fixed Rent received by Landlord from Tenant for periods after the taking shall be refunded to Tenant. B. In the event that during the term of this Agreement the Demised Premises, any taking which does not give rise to an option to terminate or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord of a taking which does give rise to an option to terminate and Tenant elects not elect to cancel or terminate this Agreement as provided aboveterminate, then Landlord shall rebuild and promptly restore or repair the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant Building to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises same condition as existed immediately prior to such taking; provided, however, taking insofar as is reasonably possible. The award and any excess shall be held in no event shall there be any abatement trust by Landlord and used for such purpose. A just and proportionate part of the payment Fixed Rent payable hereunder shall be abated from the date of such taking until ten (10) days after Landlord has restored the Premises and thereafter the Fixed Rent shall be reduced in proportion to the reduction in the then rental value of the Premises after the taking in comparison with the rental value prior to the taking. C. Landlord shall not agree to any condemnation award without the prior written consent of Tenant, which will not be unreasonably withheld or delayed. D. In the event of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after Landlord’s receipt right to recover from the condemning authority: (i) Tenant's moving expenses; (ii) depreciation to and cost of removing Tenant's trade fixtures; (iii) Tenant's loss of business; and (iv) the value of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyloss of the leasehold estate.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or Either party may terminate this Lease if any substantial material part of the Demised Premises shall be is taken or acquired by condemned for any public or quasi-public authority use under the power Law, by eminent domain or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, thereof (a “Taking”). Landlord shall also have the right to terminate this Agreement and Lease if there is a Taking of any portion of the term hereby granted Building or Project which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. The termination shall be terminable at Landlordeffective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Basic Rent and Tenant’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession Share of Operating Expenses shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid appropriately adjusted to account for any reduction in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part Building or Premises. All compensation awarded for a Taking shall be the property of Landlord and the Demised Premises so taken bears right to the total square footage of the Demised Premises immediately prior to such takingreceive compensation or proceeds in connection with a Taking are expressly waived by Tenant; provided, however, in no event shall there be any abatement Tenant may file a separate claim for Tenant's personal property and Tenant's reasonable relocation expenses, provided the filing of the payment claim does not diminish the amount of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)award. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions If only a part of the Demised Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the Landlord shall have the option within days after Landlord’s receipt remaining portion of the net condemnation, Premises as nearly as practicable to cancel the condition immediately prior to the Taking. Tenant agrees that the provisions of this Lease shall govern any Taking and terminate this Agreement, and Tenant shall be limited to consequential damages onlyaccordingly supersede any contrary statute or rule of law.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole all or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domaindomain or conveyance in lieu thereof, for other than a temporary period, the this Lease Term shall cease terminate as to any portion of the day possession Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be taken by entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public taking or quasi-public authorityconveyance, and Tenant shall pay Rent up to that date with an appropriate refund by have no claim against Landlord or otherwise for the value of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the unexpired term of this Agreement Lease. Notwithstanding the Demised Premisesforegoing paragraph, any compensation specifically awarded Tenant for loss of business, Tenant's personal property, moving cost or loss of goodwill, shall be and remain the property of Tenant. If (i) any action or proceeding is commenced for such taking of the Premises or any part thereof, or more than % if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to condemn the premises or any part thereof, or (ii) any of the Real Property foregoing events occur with respect to the taking of any space in the Complex not leased hereby, or if any such spaces so taken or conveyed in lieu of such taking and Landlord shall decide to discontinue the use and operation of the Common Area Complex, or decide to demolish, alter or rebuild the Complex, then, in any of such events Landlord shall have the right to terminate this Lease by giving Tenant written notice thereof within sixty (60) days of the date of receipt of said written advice, or commencement of said action or proceeding, or taking conveyance, which termination shall take place as of the first to occur of the last day of the calendar month next following the month in which such notice is given or the date on which title to the Premises shall vest in the condemnor. In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises taken or conveyed is so substantial that the Tenant can no longer reasonably conduct its business, Tenant shall have the privilege of terminating this Lease within sixty (60) days from the date of such taking or conveyance, upon written notice to Landlord of its intention so to do, and upon giving of such notice this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, upon payment by Tenant of the rent from the date of such taking or conveyance to the date of termination. If a portion of the Premises be taken by condemnation or right of eminent domain, or by private purchase conveyance in lieu thereofthereof and neither Landlord nor Tenant shall terminate this Lease as provided herein, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement Lease shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant as to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises not so taken or conveyed, and the rent herein shall be apportioned as of the date of such taking or conveyance so that thereafter the rent to be paid by Tenant shall be in the ratio that the area of the portion of the Premises not so taken or conveyed bears to the total square footage area of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the whole event that all or any substantial part of the Demised Premises shall be or the Building or the common areas at the Property necessary for use and operation of the Premises or Building are taken or acquired (other than for temporary use, hereafter described) by any public or quasi-public authority under the power or threat of eminent domaindomain (or by conveyance in lieu thereof), for other than a temporary periodthen by notice given within three months following the recording of such taking (or conveyance) in the appropriate registry of deeds, the this Lease Term may be terminated at either party’s election thirty (30) days after such notice, and Rent shall cease be apportioned as of the day possession shall be taken by such public or quasi-public authoritydate of termination. If this Lease is not terminated as aforesaid, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent subject to the date possession rights of mortgagees Landlord shall within a reasonable time thereafter, diligently restore what may remain of the Premises (excluding any personal property of Tenant, Tenant Work or other items installed or paid for by Tenant that Tenant is takenpermitted or may be required to remove upon expiration) to a tenantable condition for occupancy by Tenant for the Permitted Uses. In the event that during the term some portion of this Agreement the Demised Premises, or any part thereof, or more than % rentable floor area of the Real Property or of the Common Area Premises is taken by condemnation or right of eminent domain(other than for temporary use) and this Lease is not terminated, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenantproportionally abated for the remainder of the Term. In the event of any taking of the Premises or any part thereof for temporary use, (i) this Lease shall be and remain unaffected thereby and rent shall not ▇▇▇▇▇, and (ii) Tenant shall be entitled to receive for itself such portion or portions of any award made for such use with respect to the period of the taking that is within the Term, provided that if such taking shall remain in force at the expiration or earlier termination of this Lease, then Tenant shall pay to Landlord does a sum equal to the reasonable cost of performing Tenant’s obligations hereunder with respect to surrender of the Premises and upon such payment shall be excused from such obligations. If in the last two years of the Term of this Lease, any Taking renders 50% or more of the Premises untenantable, and in either case restoration of the effects of such Taking cannot elect to cancel be repaired or restored in Landlord’s reasonable estimate within the lesser of one (1) year or one-half of the then-remaining Term from the date of such Taking, Tenant may upon thirty (30) days’ prior written notice terminate this Agreement Lease provided that such termination election shall be null and void if Landlord completes such restoration within thirty (30) days of such notice or if Tenant exercises its right to extend the Term pursuant to Section 3.03(a) of this Lease. Any damages that are expressly awarded to Tenant on account of its relocation expenses, and specifically so designated, shall belong to Tenant. Except as provided above, then Landlord shall rebuild and restore in the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms preceding sentence of this Agreement shall be equitably apportioned in the proportion that the square footage paragraph, Landlord reserves to itself, and Tenant releases and assigns to Landlord, all rights to damages accruing on account of the part any taking or by reason of the Demised Premises so taken bears to the total square footage any act of the Demised Premises immediately prior to such taking; any public authority for which damages are payable, provided, however, in no event that Tenant shall there be any abatement of receive, subordinate to the payment repayment of any Operating Costs, provided further, however, mortgage lender holding a mortgage on the Landlord’s obligations to restore or rebuild shall be limited to an Property out of any amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award actually received by Landlord is insufficient and pari passu with amounts payable to restore or rebuild Landlord, an amount equal to the structural portions unamortized expense of the Demised Premises Excess Costs actually paid by Tenant under the Landlord shall have Work Letter, amortized on a straight line item over the option within days after initial Term of this Lease. Subject to its rights hereunder, Tenant agrees to execute such further instruments of assignment as may be reasonably requested by Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall to turn over to Landlord any damages that may be limited to consequential damages onlyrecovered in any proceeding or otherwise.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If Mortgagor warrants, covenants and agrees that should the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised PremisesMortgaged Property, or any part thereofthereof or interest therein, be taken or damaged by reason of any public improvement or condemnation proceeding, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domainin any other manner, or by private purchase in lieu thereofshould Mortgagor receive any notice of other information regarding such proceeding, this Agreement Mortgagor shall give written notice thereof within five (5) business days to Mortgagee. Without Mortgagee's prior consent, Mortgagor (1) shall not agree to any compensation or award, and (2) shall not take any action or fail to take any action which would cause the term hereby granted compensation to be determined. Mortgagee shall be terminable at Landlord’s sole option entitled to: (1) all compensation, awards and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor other payments or relief therefor, (2) to commence, appear in and the Base Rent herein reserved shall be apportioned prosecute in its own name any action or proceedings, and paid (3) to make any compromise or settlement in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any connection with such taking or damage. Mortgagor authorizes Mortgagee to collect and this Agreement shall continue receive such awards and compensation, to give proper receipts and acquittances therefor and in full force and effect except that, during such restoration, Mortgagee's discretion to apply the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of same toward the payment of any Operating Coststhe Obligations, provided furthernotwithstanding the fact that the Obligations, howeveror a portion thereof, may not then be due and payable, or to the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed restoration of the proceeds obtained from such taking (less expenses incurred Mortgaged Property in collecting accordance with the same). Notwithstanding the foregoing, provisions set forth in the event the net condemnation award received by Landlord is insufficient second-to-last sentence of Section 11(c) above. Mortgagor further agrees to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnationmake, to cancel and terminate this Agreementexecute, and Tenant shall be limited deliver to consequential damages onlyMortgagee, at any time upon request, free and clear of any encumbrance of any kind whatsoever, any and all further assignments and other instruments deemed necessary by Mortgagee for the purpose of validly and sufficiently assigning all compensations and awards made to Mortgagor for any taking, either permanent or temporary, under any such proceeding.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. 13.1 If the whole all or any substantial part substantially all of the Demised Premises shall be taken or acquired appropriated by any public or quasi-public authority under the power or threat of eminent domaindomain (or similar law authorizing the involuntary taking of private property, for other than which shall include a temporary periodsale in lieu thereof to a public body), either party hereto shall have the right, at its option, to terminate this Lease Term shall cease effective as of the day date possession is taken by said authority, and Landlord shall be taken by entitled to any and all income, rent, award and any interest thereon whatsoever which may be paid or made in connection with such public or quasi-public authority, and use or purpose. Tenant shall pay Rent up to that date with an appropriate refund by have no claim against Landlord for any portion of Landlord's award and shall not make a claim for the value of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the unexpired term of this Agreement the Demised Premises, or any part thereof, or more than % Lease. 13.2 If only a portion of the Real Property or of the Common Area Premises is taken by condemnation or right such that the Premises are still accessible and usable for the operation of eminent domainTenant's business, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement Lease shall continue in full force and effect except that, during such restoration, and the Base Rent payable pursuant to proceeds of the terms of this Agreement award shall be equitably apportioned in used by Landlord to restore the proportion that the square footage remainder of the part of improvements on the Demised Premises so taken bears far as practicable to the total square footage a complete unit of the Demised Premises like quality and condition to that which existed immediately prior to such the taking; provided, however, and all Rent payable by Tenant hereunder shall be reduced in no event shall there be any abatement proportion to the floor area of the payment of any Operating Costs, provided further, however, the Premises which is no longer available for Tenant's use. Landlord’s obligations to restore or rebuild 's restoration work shall be limited to an amount which does not exceed the proceeds obtained from scope of work done by Landlord in originally constructing the Premises and the cost of such taking (less expenses incurred in collecting work shall not exceed the same). Notwithstanding amount of the foregoing, in the event the net condemnation award received by Landlord is insufficient with respect to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant Premises. 13.3 Nothing hereinbefore contained shall be limited deemed to consequential damages onlydeny to Tenant its right to seek a separate award from the condemning authority for the unamortized costs of Tenant's ownership interest in the Tenant Improvements and Special Tenant Improvements, damage to its trade fixtures and personal property, relocation expenses or loss of goodwill.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the event the whole or any substantial part of the Demised Premises Premises, the Building or the Project shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereofsold to prevent the exercise thereof (collectively, a "Taking"), this Agreement and the term hereby granted Lease shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on automatically terminate as of the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenantof such Taking. In the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord does not elect to cancel or may terminate this Agreement as provided aboveLease upon thirty (30) days' written notice to tenant given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, then Landlord the date of Taking shall rebuild and restore be the Demised earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. in the event that a portion of the Premises as nearly as possible to their condition immediately prior to any such taking is so taken and this Agreement Lease in not terminated, Landlord shall, with reasonable diligence, proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions than applicable to the Project) the Premises (other than Tenant's personal property and fixtures, and tenant improvements not constituting Building Standard Installations) to a complete, functioning unit. In such case, the Basic Annual Rent shall continue be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreementeffect, and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be limited entitled to consequential damages onlyreceive the entire award allocable to the temporary Taking of the Premises. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property or fixtures of Tenant or for relocation or business interruption expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in lieu thereof, this Agreement furtherance of the purposes of the Act and the term hereby granted Plan (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct the Lessor and the Trustee in writing as to restore or rebuild shall be limited which of the ways specified in this Section the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the Indenture and applied to consequential damages onlythe repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With Mortgagor acknowledges that Condemnation Awards have been assigned to Mortgagee, which awards Mortgagee is hereby irrevocably authorized to collect and receive, and to give appropriate receipts and acquittances therefor, and at Mortgagee's option, to apply the same toward the payment of the amount owing on account of the indebtedness hereby secured in such order of application as Mortgagee may elect and whether or not the same may then be due and payable or otherwise adequately secured; provided, however, that a Condemnation Award in respect to eminent domain: A) Condemnation of Demised Premises. If the whole any taking of a portion (but not all or any substantial part material portion) of the Demised Mortgaged Premises shall be made available for the restoration of such Mortgaged Premises in the same manner and subject to the same conditions as are imposed on the release of insurance proceeds set forth in Section 9(d) hereof as if the Mortgaged Premises so taken or acquired by any public or quasi-public authority under were destroyed and the power or threat of eminent domain, Condemnation Award for other than a temporary period, the Lease Term shall cease as such taking was actually insurance proceeds in respect of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have Mortgaged Premises so deemed as having been paid in advance for any period subsequent to the date possession is takendestroyed. In the event that during any proceeds of a Condemnation Award shall be made available to Mortgagor for restoring the term of this Agreement the Demised PremisesMortgaged Premises so taken, or any part thereof, or more than % Mortgagor hereby covenants to promptly commence and complete such restoration of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Mortgaged Premises as nearly as possible to their its value, condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises character immediately prior to such taking; provided, however, in no event shall there be any abatement . Mortgagor covenants and agrees that Mortgagor will give Mortgagee immediate notice of the payment actual or threatened commencement of any Operating Costs, provided further, however, the Landlord’s obligations to restore proceedings under condemnation or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore eminent domain affecting all or rebuild the structural portions any material part of the Demised Mortgaged Premises the Landlord shall have the option within days after Landlord’s receipt including any easement therein or appurtenance thereof or severance and consequential damage and change in grade of the net condemnation, to cancel and terminate this Agreementstreets, and Tenant shall will deliver to Mortgagee copies of any and all papers served in connection with any such proceedings. Mortgagor further covenants and agrees to make, execute and deliver to Mortgagee, at any time or times upon request, free, clear and discharged of any encumbrances of any kind whatsoever, any and all further assignments and/or instruments deemed necessary by Mortgagee for the purpose of validly and sufficiently assigning all awards and other compensation heretofore and hereafter to be limited made to consequential damages onlyMortgagor for any taking, either permanent or temporary, under any such proceeding.

Eminent Domain. With respect to Notwithstanding any taking under the power of eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part , alteration of the Demised grade of any street, or other injury to or decrease in value of the Mortgaged Premises shall be taken or acquired by any public or quasi-public authority under or corporation, Mortgagor shall continue to pay the power or threat of eminent domain, for other than a temporary period, Mortgage Indebtedness in accordance with the Lease Term shall cease as terms of the day possession Notes, and any reduction in the principal sum resulting from the application by Mortgagee of such award or payment as hereinafter set forth shall be taken deemed to take effect only upon the receipt by Mortgagee of such public award. The Mortgagor hereby assigns the entire proceeds of any award or quasi-public authoritypayment to Mortgagee. The Mortgagee is authorized to commence, appear in and prosecute, in its own or in Mortgagor's name, any action or proceeding relating to any such taking, and Tenant to settle or compromise any claim in connection therewith. Such proceeds shall pay Rent up to that date with an appropriate refund by Landlord be applied first toward reimbursement of all costs and expenses of Mortgagee in collecting said proceeds and then toward payment of the Mortgage Indebtedness or any rent which portion thereof, whether or not then due or payable, or Mortgagee at its option may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premisesapply said proceeds, or any part thereof, to the alteration, restoration or more than % rebuilding of the Real Property or Mortgaged Premises. No such application of proceeds by Mortgagee toward payment of the Common Area is taken by condemnation or right Mortgage Indebtedness shall reduce the amount of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall payments required to be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire made on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid Mortgage Indebtedness in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyaccordance with its terms.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole all or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domaindomain or conveyance in lieu thereof, for other than a temporary period, the this Lease Term shall cease terminate as to any portion of the day possession Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be taken by entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public taking or quasi-public authorityconveyance, and Tenant shall pay Rent up to that date with an appropriate refund by have no claim against Landlord or otherwise for the value of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the unexpired term of this Agreement Lease. Notwithstanding the Demised Premisesforegoing paragraph, any compensation specifically awarded Tenant for loss of business, Tenant's personal property, moving cost or loss of goodwill, shall be and remain the property of Tenant. If (i) any action or proceeding is commenced for such taking of the Premises or any part thereof, or more than % if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to condemn the premises or any portion thereof, or (ii) any of the Real Property foregoing events occur with respect to the taking of any space in the Complex not leased hereby, or if any such spaces so taken or conveyed in lieu of such taking and Landlord shall decide to discontinue the use and operation of the Common Area Complex, or decide to demolish, alter or rebuild the Complex, then, in any of such events Landlord shall have the right to terminate this Lease by giving Tenant written notice thereof within sixty (60) days of the date of receipt of said written advice, or commencement of said action or proceeding, or taking conveyance, which termination shall take place as of the first to occur of the last day of the calendar month next following the month in which such notice is given or the date on which title to the Premises shall vest in the condemnor. In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises taken or conveyed is so substantial that the Tenant can no longer reasonably conduct its business, Tenant shall have the privilege of terminating this Lease within sixty (60) days from the date of such taking or conveyance, upon written notice to Landlord of its intention so to do, and upon giving of such notice this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, upon payment by Tenant of the rent from the date of such taking or conveyance to the date of termination. If a portion of the Premises be taken by condemnation or right of eminent domain, or by private purchase conveyance in lieu thereofthereof and neither Landlord nor Tenant shall terminate this Lease as provided herein, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement Lease shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant as to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises not so taken or conveyed, and the rent herein shall be apportioned as of the date of such taking or conveyance so that thereafter the rent to be paid by Tenant shall be in the ratio that the area of the portion of the Premises not so taken or conveyed bears to the total square footage area of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises20.1. If the whole or any substantial part of entire building on the Demised Leased Premises shall be taken by reason of condemnation or acquired by any public under eminent domain proceedings, Landlord or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Tenant may terminate this Lease Term shall cease as of the day date when possession of the building is taken. If a portion of the building shall be taken under eminent domain or by reason of condemnation and if in the opinion of Tenant, reasonably exercised, the remainder of the building is no longer suitable for Tenant's business, this Lease, at Tenant's option, to be exercised by notice to Landlord within sixty (60) days of such taking, shall terminate. In such event, any unearned Rent paid or credited in advance shall be refunded to Tenant. If this Lease is not so terminated, Landlord shall proceed promptly and with due diligence, to restore the building. Until so restored, Rent shall ▇▇▇▇▇ to the extent that Tenant shall not be able to conduct business in a reasonable manner, and Rent for the remaining portion of the term of this Lease shall be proportionately reduced (based on the reduced square foot floor area of the building). 20.2. In the event any part of the parking areas of the Leased Premises shall be taken by such public reason of condemnation or quasi-public authorityunder eminent domain proceedings, or if as a result of any taking of the Leased Premises or other property subject to an easement benefiting the Leased Premises any driveway or curb cut access to the Leased Premises will be closed, and if in the opinion of Tenant, reasonably exercised, the Leased Premises are no longer suitable for Tenant's business, this Lease, at Tenant's option by notice to Landlord within sixty (60) days of such taking, shall terminate. If this Lease is not so terminated, Landlord, at Landlord's expense, shall proceed promptly and with due diligence to restore the remaining Leased Premises and parking areas to a proper and usable condition. However, Tenant shall pay not have the right to terminate this Lease if Landlord provides alternate parking areas which are reasonably acceptable to Tenant. Until restored, Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent shall ▇▇▇▇▇ to the date possession is taken. In extent that Tenant shall not be able to conduct business at the event that during Leased Premises in a reasonable manner, and Rent for the remaining portion of the term of this Agreement Lease shall be proportionally reduced (based on the Demised effect such taking has on Tenant's business at the Leased Premises). 20.3. For purposes of this Section, the term "CONDEMNATION OR UNDER EMINENT DOMAIN PROCEEDINGS" shall include conveyances and grants made in anticipation of or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any of such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyproceedings.

Eminent Domain. With Landlord reserves for itself all rights to any damages or awards with respect to eminent domain: A) Condemnation the Leased Premises and the leasehold estate hereby created by reason of Demised Premises. If the whole or any substantial part exercise of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase reason of anything lawfully done in lieu thereofpursuance of any public or other authority; and by way of confirmation Tenant grants and assigns to Landlord all Tenant’s rights to such damages so reserved, except as otherwise provided herein. Tenant covenants to execute and deliver any instruments confirming such assignment as Landlord may from time to time reasonably request. If all the Leased Premises are taken by eminent domain, this Agreement Lease shall terminate when Tenant is required to vacate the Leased Premises or such earlier date as the Tenant is required to begin the payments of rent to the taking authority. If a partial taking by eminent domain results in so much of the Leased Premises being taken as to render the Leased Premises or a material portion thereof unsuitable for Tenant’s continued use and the term hereby granted shall be terminable at Landlord’s sole option and if occupancy as determined by either party in its reasonable discretion, either Landlord so terminates then or Tenant may elect to terminate this Agreement shall expire on Lease as of the date when possession shall be taken the Tenant is required to vacate the portion of the Leased Premises so taken, by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant written notice to the terms other given not more than ninety (90) days after the date on which Tenant or Landlord, as the case may be, receives notice of the taking. For purposes of this Agreement shall be equitably apportioned in the proportion that the square footage paragraph, a “material portion” of the part Leased Premises shall mean in excess of the Demised Premises so taken bears to twenty-five percent (25%) of the total square footage of the Demised Leased Premises. If a partial taking by eminent domain does not result in such portion of the Leased Premises as aforesaid being taken, then this Lease shall not be terminated or otherwise affected by any exercise of the right of eminent domain. Whenever any portion of the Lease Premises shall be taken by any exercise of the right of eminent domain, and if this Lease shall not be terminated in accordance with the provisions of this Section 9.2, Landlord shall, at its expense, proceeding with all reasonable dispatch, provided sufficient condemnation proceeds are available therefor (or, if not, provided Tenant provides additional funds needed above the amount of the condemnation proceeds available) do such work as may be required to restore the Leased Premises or what remains thereof (not including Tenant’s trade fixtures, business equipment and furniture) as nearly as may be to the condition they were in immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall at its expense, proceeding with all reasonable dispatch, do such work to its trade fixtures, business equipment and furniture, as may be limited required. A just proportion of the Rent payable hereunder, according to consequential damages onlythe nature and extent of the taking shall be abated from the time Tenant is required to vacate that portion of the Leased Premises taken. If the Premises have not been restored to a condition substantially suitable for their intended purpose within two hundred seventy (270) days following said taking, then either Landlord or Tenant shall have the right to terminate this Lease by giving notice thereof to the other party within thirty (30) days after the expiration of such period provided that such restoration is not completed within such period. This Lease shall cease and come to an end without further liability or obligation on the part of either party thirty (30) days after such giving of notice unless, within such thirty-day period, Landlord substantially completes such restoration. Such right of termination shall be Tenant’s sole and exclusive remedy at law or in equity for Landlord’s failure so to complete such restoration, and time shall be of the essence with respect thereto. Landlord warrants and represents that it is unaware of any currently pending or potential governmental takings or planned takings of any of the Leased Premises.

Eminent Domain. With respect to eminent domain: AIn the event that more than twenty percent (20%) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be are taken by paramount governmental authority or acquired in any way condemned or appropriated by any public the exercise of the right of eminent domain or quasi-public authority under the power a deed or threat conveyance in lieu of eminent domain, for other than (each a temporary period“Taking”), either Party hereto shall have the right, at its option, within sixty (60) days after said Taking, to terminate this Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent upon thirty (30) days’ written Notice to the date possession is takenother Party. In the event that during either Party elects to terminate this Lease, the term of this Agreement the Demised Premises, or any part thereof, or more than % rent herein set forth shall be abated and T▇▇▇▇▇’s liability therefore will cease as of the Real Property or date of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereofsuch Taking, this Agreement Lease shall terminate as of said date, and the term hereby granted any prepaid rent shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord returned to Tenant. In the event Landlord does If this Lease is not elect to cancel or terminate this Agreement terminated as provided aboveherein provided, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement it shall continue in full force and effect except thateffect, during such restoration, and Landlord shall within a reasonable time after possession is physically taken by the condemning authority restore the remaining portion of the Premises to render it reasonably suitable for the uses permitted by this Lease and the Base Rent payable pursuant to the terms of this Agreement shall be proportionately and equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)reduced. Notwithstanding the foregoing, Landlord shall not be obligated to expend an amount greater than the proceeds received from the condemning authority less all expenses reasonably incurred in connection therewith (including attorneys’ fees) for the restoration. In the event the net condemnation award received by Landlord is insufficient to restore any mortgagee or rebuild the structural portions lender requires that all or any portion of the Demised Premises proceeds received from the condemning authority be applied to any debt, Landlord will not be deemed to have received such proceeds. All compensation awarded in connection with or as a result of a Taking shall have be the option within days after Landlord’s receipt property of the net condemnationLandlord, except that Tenant may apply for and keep as its property a separate award for: (i) the value of Tenant’s leasehold interest; (ii) the value of Tenant Property or Tenant’s trade fixtures or personal property; (iii) Tenant’s moving expenses; (iv) Tenant’s business relocation expenses; and (v) damages to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyTenant’s business incurred as a result of such Taking.

Eminent Domain. With respect Notwithstanding anything contained herein to eminent domain: A) Condemnation the contrary, this Section 14 shall be subject to the terms and conditions of Demised Premisesthe mortgage held by the senior most Mortgagee (the “Senior Mortgage”), for so long as such Senior Mortgage shall be in effect. If the whole or any substantial part of the Demised Leased Premises shall be taken or acquired by for any public or quasi-public authority use under the power any statute or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, domain or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement Lease shall expire on automatically terminate as of the date when that possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanthas been taken. In the event Landlord does of a partial taking or condemnation which takes less than all or substantially all of the Leased Premises and the Lease is not elect to cancel or terminate this Agreement terminated as provided set forth above, then Landlord the Rent shall thereafter be decreased in proportion to the amount of the Leased Premises taken, and Lessee, at its option, shall have the right to rebuild the improvements thereon. City and restore Lessee each covenant and agree to seek separate awards in any condemnation proceedings and to use their respective best efforts to see that such separate awards are made at all stages of all proceedings and any proceeds of Lessee shall be disbursed at the Demised Premises as nearly as possible discretion of the most senior Mortgagee. If the order or decree in any condemnation or similar proceeding shall fail to their condition immediately prior separately state the amount to any such taking be awarded to City and this Agreement shall continue in full force and effect except thatLessee by way of compensation, during such damages, rent, the costs of demolition, removal or restoration, or otherwise, then the Base Rent payable pursuant award should be divided as follows: First, to the payment of all demolition and construction costs associated with restoration if the improvements are to be restored by Lessee and/or all costs of removal of rubble and debris if Lessee is to remove the same; and then (1) City shall receive the fair market value of the Leased Premises (considered as unimproved land but unencumbered by this Lease Agreement) less the value of Lessee’s remaining leasehold interest therein; and (2) Lessee shall be entitled to all remaining proceeds, subject to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage and conditions of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)Senior Mortgage. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord The most senior Mortgagee shall have the option within days after Landlord’s receipt right to participate in any condemnation proceedings and settlement discussions and shall have the right to supervise and control the disbursement of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyany condemnation awards.

Eminent Domain. With respect to eminent domain: AIf any part over fifteen percent (15%) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises a Building shall be taken or acquired by any public or quasi-public authority appropriated under the power of eminent domain or threat conveyed in lieu thereof, Tenant shall have the right to terminate this Lease with respect to such Building at its option. If any part of a Building shall be taken or appropriated under power of eminent domain or conveyed in lieu thereof and such taking is so extensive that it renders the remaining portion of the Building unsuitable for the use being made of the Building on the date immediately preceding such taking, Landlord may terminate this Lease at its option. If there is a taking or appropriation under the power of eminent domain or conveyance in lieu thereof of any portion of the Common Area which causes the Premises to permanently violate parking requirements under any applicable Laws or which permanently prevents surface access to either Building from a public street in a manner consistent with access requirements of a first-class office building in Palo Alto, Landlord shall cure such non-compliance or provide alternative access by any reasonable means, and if Landlord reasonably determines that such violation is not curable or alternative access not obtainable by reasonable means or fails to commence such cure within sixty (60) days after such taking or other action, both Landlord and Tenant shall have the option, exercisable by written notice to the other party, of terminating this Lease with respect to the affected Building as of the date of vesting of title pursuant to the taking or other action. In any of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with the exercise of such power of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by have no claim against Landlord of any rent which may have been paid in advance for any period subsequent part of sum paid by virtue of such proceedings, whether or not attributable to the date possession is taken. In value of the event that during the unexpired term of this Agreement Lease, except that Tenant shall be entitled to petition the Demised Premisescondemning authority for the following: (i) the value of Tenant’s Trade Fixtures; (ii) Tenant’s relocation costs; and (iii) Tenant’s goodwill, or any loss of business and business interruption. If a part thereof, or more than % of the Real Property Premises shall be so taken or of the Common Area is taken by condemnation appropriated or right of eminent domain, or by private purchase in lieu thereof, conveyed and neither party hereto shall elect to terminate this Agreement Lease and the term hereby granted Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall be terminable restore the Premises continuing under this Lease at Landlord’s sole option cost and if expense; provided, however, that Landlord so terminates then shall not be required to repair or restore any injury or damage to the property of Tenant or to make any repairs or restoration of the Tenant Improvements, any Alterations or Trade Fixtures. Thereafter, the Monthly Base Rent and Additional Charges to be paid under this Agreement shall expire on Lease for the date when possession remainder of the Term shall be taken proportionately reduced, such that thereafter the amounts to be paid by the condemnor and the Base Rent herein reserved Tenant shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion ratio that the square footage they are of the part portion of the Demised Premises not so taken bears to the total square footage area of the Demised Premises immediately prior to such taking; provided. Notwithstanding anything to the contrary contained in this Paragraph 22, however, in no event shall there be if the temporary use or occupancy of any abatement part of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild Premises shall be limited to an amount which does not exceed taken or appropriated under power of eminent domain during the proceeds obtained from Term, this Lease shall be and remain unaffected by such taking (less expenses incurred or appropriation and Tenant shall continue to pay in collecting full all Monthly Base Rent and Additional Charges payable hereunder by Tenant during the same). Notwithstanding the foregoing, Term; in the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that portion of any award which represents compensation for the net condemnation award received by Landlord is insufficient to restore use of or rebuild the structural portions occupancy of the Demised Premises during the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than two hundred and seventy (270) days and unreasonably interferes with Tenant’s use of either Building, then Tenant shall have the option within days after Landlord’s receipt right to terminate the Lease with respect to the affected Building. Landlord and Tenant understand and agree that the provisions of this Paragraph 22 are intended to govern fully the rights and obligations of the net condemnationparties in the event of a taking of all or any portion of the Premises. Accordingly, the parties each hereby waives any right to cancel and terminate this AgreementLease in whole or in part under Sections 1263.260, 1265.120 and Tenant shall be limited to consequential damages only1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

Eminent Domain. With respect to eminent domain: A(a) Condemnation In the event Seller receives any notice of Demised Premises. If any condemnation proceedings, or other proceedings in the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat nature of eminent domain, Seller will forthwith send a copy of such notice to Buyer. If (1) a Substantial Portion (being defined herein as a taking which will result in an award in condemnation and/or damages in excess of ten (10%) percent of the Purchase Price for other the Premises hereunder) of the Premises is taken by eminent domain or (2) less than a temporary period, the Lease Term shall cease as Substantial Portion of the day possession Premises is taken by eminent domain and the Purchase Money Lender determines to not close the Purchase Money Mortgage Loan solely as a result of such taking, Buyer may, upon written notice to Seller within fifteen (15) days after receipt of notice of such taking, elect to cancel this Agreement, and in such event the Deposit, together with interest earned thereon, shall be returned to Buyer hereunder and neither party shall have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in Paragraphs 5(e), 7 and 22. If a Substantial Portion of the Premises is taken by such public or quasi-public authoritycondemned and this Agreement is not cancelled, Seller shall, at Closing assign to Buyer all of Seller's right, title and Tenant shall pay Rent up interest in and to that date with an appropriate refund by Landlord any awards in condemnation, or damages of any rent kind, to which Seller is or may have been paid in advance become entitled, but has not received, by reason of any exercise of the power of eminent domain with respect to or for any period subsequent to the date possession is taken. In taking of the event that during the term of this Agreement the Demised Premises, Premises or any part thereof, or more than % credit on account of the Real Property Purchase Price by reducing the amount due Seller at Closing, the amount of any such awards or damages which Seller has theretofore received. (b) If less than a Substantial Portion of the Common Area Premises is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, and this Agreement and is not cancelled pursuant to Paragraph 17(a)(2) above, the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then obligations of the parties under this Agreement shall expire on the date when possession shall not be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking impaired and this Agreement shall continue not be cancelled, and Seller shall, at Closing, assign to Buyer all of Seller's right, title and interest in full force and effect except thatto any awards in condemnation, during such restorationor damages of any kind, the Base Rent payable pursuant to the terms which Seller is or may become entitled, but has not received, by reason of this Agreement shall be equitably apportioned in the proportion that the square footage any exercise of the power of eminent domain with respect to or for the taking of any part of the Demised Premises so taken bears to the total square footage Premises, or credit on account of the Demised Premises immediately prior to such taking; providedPurchase Price by reducing the amount due Seller at Closing, however, in no event shall there be any abatement of the payment amount of any Operating Costs, provided further, however, the Landlord’s obligations to restore such awards or rebuild shall be limited to an amount damages which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlySeller has theretofore received.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the whole event all or any substantial part portion of the Demised Premises shall be Property, or any access to the property, or any interest in the Property is taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall is threatened to be taken by such public eminent domain (whether or quasi-public authoritynot an eminent domain proceeding is actually commenced) prior to Closing, Seller shall immediately notify Buyer in writing (hereinafter referred to as the “Eminent Domain Notice”) which shall include a description in reasonable detail of the property or interest therein to be taken and Tenant shall pay Rent up Seller’s good faith estimate of the cost to that date with an appropriate refund repair or restore any damage to or loss of the Property which would be occasioned by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is takentaking. In the such event that during the term of this Agreement the Demised PremisesBuyer may, or any part thereofat its sole election, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild by giving written notice of such election to Seller and restore the Demised Premises as nearly as possible to their condition immediately Title Company not later than the earlier of (i) the last business day prior to any such taking and this Agreement shall continue in full force and effect except thatscheduled Closing Date, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there Buyer be any abatement required to give notice of such election sooner than five (5) business days after receipt of the payment of any Operating CostsEminent Domain Notice, provided further, however, and the Landlord’s obligations to restore or rebuild Closing shall be limited adjourned, if necessary, to an amount which does not exceed accommodate such period, or (ii) the proceeds obtained from such taking fifteenth (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days 15) calendar day after LandlordBuyer’s receipt of the net condemnation, Eminent Domain Notice. If Buyer does not to cancel and terminate this Agreement as provided above Buyer shall be deemed to have elected to proceed to close the Transaction in accordance with the terms of this Agreement. In such latter event Buyer shall be entitled to participate in the taking proceeding relating to the Property or the negotiations regarding the taking award relating to the Property, and Tenant Seller shall assign to Buyer at Closing Seller’s right, title, and interest in any taking award which remains unpaid to Seller in connection with such taking relating to the Property. Further in such event, Buyer shall receive as a credit against the Purchase Price the amount of any taking award previously paid to Seller in connection with the taking and not used in the repair or restoration of the Property prior to Closing. As used herein a “taking” shall be limited deemed to consequential damages onlyinclude a voluntary conveyance in lieu of a taking by eminent domain.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the event the whole or any substantial part of the Demised Premises Premises, the Building or the Project shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than or sold to prevent the exercise thereof (collectively, a temporary period“Taking”), the this Lease Term shall cease automatically terminate as of the day possession date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord the earlier of any rent which may have been paid in advance for any period subsequent to the date of transfer of title resulting from such Taking or the date of transfer of possession is takenresulting from such Taking. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % a portion of the Real Property or Premises is so taken and this Lease is not terminated, Landlord shall, to the extent of proceeds paid to Landlord as a result of the Common Area is taken Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by condemnation or right of eminent domainLaw and covenants, or by private purchase in lieu thereofconditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and above-standard tenant improvements) to a complete, functioning unit. In such case, the Base Rent herein reserved shall be apportioned and paid in full to that date and reduced proportionately based on the portion of the Premises so taken. If all prepaid Base Rent or any portion of the Premises is the subject of a temporary Taking, this Lease shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand Tenant shall continue to perform each of its obligations under this Lease; in such case, during such restoration, Tenant shall be entitled to receive the Base Rent payable pursuant entire award allocable to the terms temporary Taking of this Agreement the Premises. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be equitably apportioned in entitled to receive the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment entire amount of any Operating Costsaward therefor, provided further, however, the Landlord’s obligations to restore without deduction for any estate or rebuild interest of Tenant. Nothing contained in this Paragraph 10 shall be limited deemed to an amount which does not exceed give Landlord any interest in, or prevent Tenant from seeking any award against the proceeds obtained condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from such taking (less expenses incurred in collecting the same)condemning authority. Notwithstanding the foregoing, This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking. This Lease sets forth the net condemnation award received by Landlord is insufficient to restore or rebuild terms and conditions upon which this Lease may terminate in the structural portions event of a Taking. Accordingly, the parties waive the provisions of the Demised Premises California Code of Civil Procedure Section 1265.130 and any successor or similar statutes permitting the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, parties to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease as a result of a Taking.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. a. If the whole or any substantial part there is a taking of the Demised Property or the Premises shall be taken or acquired by any public or quasi-public authority under the power right or threat of eminent domaindomain (a “Taking”) then Landlord shall give written notice to Tenant of such Taking and, if such Taking results or would result in the remainder of the Premises being unable to be restored, in Landlord’s good faith business judgment, to a complete architectural unit within 180 days from the date of the Taking (“Substantial Taking”), then Landlord may terminate this Lease by giving written notice to Tenant, without incurring any additional liabilities. Any such termination of this Lease shall be effective as of the date of the Taking and the Rent shall ▇▇▇▇▇ from that date, and any Rent paid for other than any period beyond such date shall be refunded to Tenant. b. If there shall be a temporary Taking which does not constitute a Substantial Taking, this Lease shall not terminate but Landlord shall, at its sole cost and expense, with due diligence, work to restore the Premises to its condition before the Taking (to the extent practicable) but excluding any improvements made for Tenant after the Commencement Date of this Lease. During the restoration period, the Lease Term Rent shall cease as ▇▇▇▇▇ for the period during which the Premises are not suitable for Tenant’s business needs. c. If only a portion of the day possession shall be Premises is taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent is given access to the date possession is taken. In Premises and can continue to conduct its business without material change and provided Tenant chooses not to exercise its right to terminate the event that during Lease as set forth above, the term of this Agreement Rent shall ▇▇▇▇▇ proportionately based upon the Demised Premises, or any part thereof, or more than % portion of the Real Property or of the Common Area is taken Premises that are not suitable for Tenant’s business needs and not used by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted Tenant. d. Tenant shall not be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior entitled to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to payment or award for a Taking, provided that Tenant may file a claim, separate from Landlord’s claim, for any loss of Tenant’s property, moving expenses, or for damages for cessation or interruption of Tenant’s business, provided such claim is not for the total square footage value of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the leasehold and does not reduce Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlytherefor.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Public Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the 2024D Indenture. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Public Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee’s operations on the Public Leased Premises and which are in lieu thereof, this Agreement furtherance of the purposes of the Redevelopment Act and the term hereby granted EDC Act (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Public Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct the Lessor and the Trustee in writing as to restore or rebuild shall be limited which of the ways specified in this Section the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the 2024D Indenture and applied to consequential damages onlythe repayment of the 2024D Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Public Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Public Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part all of the Demised Premises Premises, or such substantial portion thereof as to make it infeasible, in the reasonable opinion of Lessee or Manager, to restore and continue to operate the remaining portion for the purposes contemplated hereby, shall be taken through the exercise, or acquired by any public or quasi-public authority under agreement in lieu of the exercise, of the power or threat of eminent domain, for other than a temporary period, then effective upon the Lease Term date that Lessee shall cease as be required to surrender possession of the day possession Premises, or a portion thereof, either party may terminate this Agreement and neither party shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of have any rent which may have been paid in advance for any period subsequent further obligation to the other party hereunder, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date possession is takenof such termination. In the event a substantial portion of the Premises is taken, but Mortgagee fails or refuses to make available to Lessee sufficient proceeds of such eminent domain proceedings in order to permit Lessee to make appropriate alterations, restorations or repairs to the remainder of the Premises, so that during the term of Hotel would continue to be operable for the purposes herein contemplated, then Lessee shall have the right to terminate this Agreement upon written notice to Manager and, upon the Demised Premises, or any part thereof, or more than % date that Lessee shall be required to surrender possession of the Real Property or of Premises to the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereofcondemning authority, this Agreement shall terminate and neither party shall have any further obligation to the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then other party hereunder, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. Any election to terminate this Agreement shall expire on must be made within thirty (30) days of receipt of actual written notice from the date when possession shall condemning authority setting out the details of the proposed taking. If such notice does not provide the parties with sufficient detail so that a decision may be taken by made regarding termination, the condemnor and parties may mutually agree to extend the Base Rent herein reserved shall be apportioned and paid above time period in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanttheir discretion. In the event Landlord does not elect to cancel or terminate this Agreement as provided aboveis not terminated due to eminent domain in this section 10.02, then Landlord Lessee shall rebuild proceed with all due diligence to repair any damage to the Hotel, or to alter or modify the Hotel so as to render it a complete architectural unit which can be operated as a hotel of substantially the same type and restore class as before, but only to the Demised Premises as nearly as possible extent of condemnation proceeds available to their condition immediately prior Lessee. Lessee and/or its Lessor shall be solely entitled to any Award, subject only to any exceptions set out below. Manager may seek an award from the condemning authority for its loss of business interest only, if such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)separate claim is permitted. Notwithstanding the foregoing, in In the event the net condemning authority does award Manager for such loss, Manager shall only be entitled to retain that portion of its condemnation award which is necessary to compensate Manager for its lost management fees, which shall be calculated in the same manner as termination fees for Damage by Casualty, as set out above in Section 10.01. Manager shall promptly remit any additional amount to Lessee. In the event any jurisdiction would permit both Manager and Lessee to seek an award for their loss of business interests (respectively), this section shall not prohibit Lessee from making a separate claim therefor. Lessee shall compensate Manager for its lost management fees (calculated in the same manner as termination fees for Damage by Casualty, as set out above in Section 10.01) only if Manager is not permitted to seek an award directly from the condemning authority, and only to the extent of any actual condemnation proceeds received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLessee.

Eminent Domain. With respect If the Premises are taken in their entirety under the power of eminent domain by, or conveyed in lieu of such exercise to, any public authority, then Tenant’s obligations as to eminent domain: A) Condemnation the Premises shall terminate as of Demised Premisesthe date upon which title to the Premises shall become vested in the condemning authority. If the whole entire parking area associated with the Premises or any substantial part substantially all of the Demised parking area associated with the Premises shall be taken or acquired by at any time during the term of this Lease for any public or quasi-public authority under the purpose by any lawful power or threat authority, by the exercise of right of condemnation or eminent domain, for other than a temporary periodor by agreement between Landlord, the Tenant and those authorized to exercise such right, and Landlord fails to provide suitable replacement parking in connection therewith, then this Lease Term shall cease terminate as of the day possession date upon which title to the parking area shall become vested in the condemning authority. Subject to the parking area provisions, if less than all of the Premises is so taken or conveyed, Tenant’s obligations as to the Premises shall not terminate, Rent shall ▇▇▇▇▇ and be taken by reduced proportionally to such public or quasi-public authoritytaking, and Tenant shall pay Rent up shall, at its sole cost and expense, restore the balance of the Premises to a complete structural unit that date with can be operated on an appropriate refund by Landlord economically feasible basis under the provisions of this Lease using the proceeds of the condemnation. If the condemnation proceeds resulting from such taking or conveyance are payable to the Landlord, Landlord’s Mortgagee or the holder of any rent which may future Mortgage Debt, then the obligation of Tenant to so restore the balance of the Premises shall be subject to the availability to Tenant of such proceeds to the extent needed to pay for such restoration. Landlord shall use commercially reasonable efforts in good faith to cause such proceeds to be made available to Tenant for such purpose. In the event Landlord, Landlord’s Mortgagee or the holder of any future Mortgage Debt do not make the condemnation proceeds available to Tenant to restore the balance of the Premises, then and in that event, Tenant will have been paid the option to terminate the Lease or restore the balance of the Premises and receive an abatement of Rent during the restoration and a proportionate reduction in advance Rent for the remainder of the term of the Lease. Tenant shall be obligated to meet all reasonable conditions imposed on the use of any such proceeds by the Landlord’s Mortgagee or any holder of future Mortgage Debt. If such proceeds are made available to Tenant by the Landlord’s Mortgagee or the holder of any future Mortgage Debt and such proceeds are insufficient to restore the Premises as described above, Tenant shall be required to make up such deficiency out of Tenant’s own funds. All damages awarded for any period subsequent taking of all or any part of the Premises shall belong to the date possession is takenLandlord, except that Tenant shall be entitled to any award made for removal and reinstallation of Tenant’s fixtures, moving expenses, loss of business and loss of its leasehold interest. In the event that during the term of this Agreement the Demised PremisesLandlord elects not to do so, or any part thereofTenant, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domainat its sole cost and expense, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt right to contest any such eminent domain proceedings, including, but not limited to, the right to contest the proposed amount of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyany such award.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. 21.1 If the whole or any substantial a material part of the Demised Premises shall be is taken or acquired for a period in excess of one hundred eighty (180) days by any public or quasi-public authority under exercise of the power or threat of eminent domain, for other than a temporary period, domain before the Commencement Date or during the Lease Term Term, Landlord and Tenant each shall cease have the right, by giving written notice to the other within thirty (30) days after the date of such taking, to terminate this Lease. If either Landlord or Tenant exercises such right to terminate this Lease in accordance with this section 21.1, this Lease shall terminate as of the day possession date of such taking. If neither ▇▇▇▇▇▇▇▇ nor Tenant exercises such right to terminate this Lease in accordance with this section 21.1, or if less than a material part of the Premises is so taken, this Lease shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate as to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % portion of the Real Property or Premises so taken as of the Common Area is taken by condemnation or right date of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatas to the portion of the Premises not so taken, during such restoration, and the Base Rent and amounts payable pursuant to the terms of this Agreement under sections 3.1(b) and 3.1(c) hereof shall be equitably apportioned reduced as of the date of such taking in the proportion that the square footage usable area of the part of the Demised Premises so taken bears to the total square footage usable area of the Demised Premises. If all of the Premises immediately prior to is taken by exercise of the power of eminent domain before the Commencement Date or during the Lease Term, this Lease shall terminate as of the date of such taking; provided, however, in no event shall there be . 21.2 If all or any abatement part of the payment Premises is taken by exercise of the power of eminent domain, all awards, compensation, damages, income, rent and interest payable in connection with such taking shall, except as expressly set forth in this section 21.2, be paid to and become the property of Landlord, and Tenant hereby assigns to Landlord all of the foregoing. Without limiting the generality of the foregoing, Tenant shall have no claim against Landlord or the entity exercising the power of eminent domain for the value of the leasehold estate created by this Lease or any unexpired Lease Term. Tenant shall have the right to claim and receive directly from the entity exercising the power of eminent domain only the share of any Operating Costsaward determined to be owing to Tenant for the taking of improvements installed in the portion of the Premises so taken by Tenant at Tenant’s sole cost and expense based on the unamortized cost paid by Tenant for such improvements, provided furtherfor the taking of Tenant’s movable furniture, howeverequipment, the Landlordtrade fixtures and personal property, for loss of goodwill, for interference with or interruption of Tenant’s obligations to restore business, or rebuild shall be limited to an amount which for removal and relocation expenses, but only if such share does not exceed reduce the proceeds obtained from such taking (less expenses incurred amount otherwise payable to Landlord. 21.3 Notwithstanding anything to the contrary contained in collecting the same). Notwithstanding the foregoingthis Article 21, in the event the net condemnation award received by Landlord is insufficient to restore of a temporary taking of all or rebuild the structural portions any portion of the Demised Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent and amounts payable under sections 3.1(b) and 3.1(c) hereof 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 have be entitled to receive the option within days after Landlord’s receipt entire award made in connection with any such temporary taking. 21.4 As used in this Article 21, a “taking” means the acquisition of all or part of the net condemnation, to cancel Premises for a public use by exercise of the power of eminent domain and terminate this Agreement, and Tenant the taking shall be limited considered to consequential damages onlyoccur as of the earlier of the date on which possession of the Premises (or part so taken) by the entity exercising the power of eminent domain is authorized as stated in an order for possession or the date on which title to the Premises (or part so taken) vests in the entity exercising the power of eminent domain. Tenant hereby waives any and all rights it might otherwise have pursuant to section 1265.130 of the California Code of Civil Procedure.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In case the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised PremisesMortgaged Property, or any part or interest in any thereof, or more than % of the Real Property or of the Common Area is taken by condemnation condemnation, then upon the occurrence and during the continuance of an Event of Default, the Mortgagee is empowered to collect and receive all Condemnation Awards which may be paid for any property taken or right for damages to any property not taken (all of eminent domainwhich the Mortgagor hereby assigns to the Mortgagee), and all Condemnation Awards so received shall be forthwith applied by the Mortgagee, as it may elect in its sole and unreviewable discretion, to the prepayment of the Indebtedness, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms repair and restoration of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises any property not so taken bears to the total square footage of the Demised Premises immediately prior to such takingor damaged; provided, however, in as long as no event shall there be Event of Default has occurred and is continuing that any abatement Condemnation Awards payable by reason of the payment taking of less than all of the Mortgaged Property shall be made available to the extent required, as determined by the Mortgagee in its reasonable discretion, for the repair or restoration of any Operating Costs, provided further, however, Mortgaged Property not so taken. The Mortgagor hereby empowers the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoingMortgagee, in the event Mortgagee’s reasonably exercised discretion, upon the net occurrence and during the continuance of an Event of Default to settle, compromise and adjust any and all claims or rights arising under any condemnation award received by Landlord is insufficient or eminent domain proceeding relating to restore the Mortgaged Property or rebuild any portion thereof. At all times other than during the structural portions continuance of an Event of Default, the Demised Premises the Landlord Mortgagor shall have the option within days after Landlord’s receipt of the net condemnationexclusive right to settle, to cancel and terminate this Agreementcompromise, and Tenant shall be limited adjust any and all claims, rights, or proceeds under any insurance policy maintained by the Mortgagor relating to consequential damages onlythe Mortgaged Property.

Eminent Domain. With respect to Notwithstanding any taking by eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part , alteration of the Demised Premises shall be taken grade of any street or acquired other injury to or decrease in value of the Mortgaged Property by any public or quasi-public authority or corporation, Mortgagor shall continue to pay interest on the entire principal sum secured hereby until any such award or payment shall have been actually received by Mortgagee and any reduction in the principal sum resulting from the application by Mortgagee of such award or payment as hereinafter set forth shall be deemed to take effect only on the date of such receipt. Mortgagor hereby authorizes and empowers Mortgagee as attorney-in-fact for Mortgagor to make proof of loss, to adjust and compromise any claim under the power or threat of eminent domain, to appear in and prosecute any action for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public condemnation awards or quasi-public authorityproceeds, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlorddeduct therefrom Mortgagee’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned expenses incurred in the proportion that the square footage collection of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingawards and proceeds; provided, however, in no event that nothing contained herein shall there require Mortgagee to incur any expense or take any action hereunder. All such awards or proceeds shall, at the option of Mortgagee, be any abatement retained and applied by Mortgagee toward payment of the payment of any Operating Costsmonies secured by this Mortgage, provided further, however, the Landlord’s obligations to restore whether or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoingthen due, in such order and in such amounts as Mortgagee may elect. If prior to the event receipt by Mortgagee of such award or payment the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions Mortgaged Property shall have been sold on foreclosure of the Demised Premises the Landlord this Mortgage, Mortgagee shall have the option within days after Landlord’s receipt right to receive the award or payment to the extent of the net condemnationany deficiency resulting from such sale, to cancel and terminate this Agreementtogether with legal interest thereon, and Tenant shall be limited the reasonable attorneys’ fees, costs and disbursements incurred by Mortgagee in connection with the collection of such award or payment. Mortgagor hereby assigns its interests in any such award to consequential damages onlyMortgagee.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If In the whole event the entire premises or any substantial part of the Demised Premises thereof shall be taken or acquired by condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority under the power in appropriation proceedings or threat by any right of eminent domain, the entire compensation or award therefore, including leasehold, reversion and fee, shall belong to the Landlord and Tenant hereby assigns to Landlord all of Tenant’s right, title and interest in and to such award. (b) In the event that only a portion of the Premises, not exceeding twenty percent (20%) of same, shall be so taken or condemned, and the portion of the Premises not taken can be repaired within ninety (90) days from the date of which possession is taken for other than a temporary periodthe public use so as to be commercially fit for the operation of Tenant’s business, the Lease Term Landlord at its own expense shall cease as so repair the portion of the day Premises not taken and there shall be an equitable abatement of rent for the remainder of the term and/or extended terms. The entire award paid on account thereof shall be paid to the Landlord. If the portion of the Premises not taken cannot be repaired within ninety (90) days from the date of which possession is taken so as to be commercially fit for the operation of Tenant’s business, then this Lease shall terminate and become null and void from the time possession of the portion taken is required for public use, and from that date on the parties hereto shall be released from all further obligations hereunder except as herein stated and Tenant shall have no claim for any compensation on account of its leasehold interest. No other taking, appropriation or condemnation shall cause this Lease to be terminated. Any such appropriation or condemnation proceedings shall not operate as or be deemed an eviction of Tenant or a breach of Landlord’s covenant of quiet enjoyment and Tenant shall have no claim for any compensation on account of its leasehold interest. (c) In the event that more than twenty percent (20%) of the Premises shall at any time be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, use or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of condemned under eminent domain, then at the option of the Landlord or by private purchase in lieu thereofTenant upon the giving of thirty (30) days written notice (after such taking or condemnation), this Agreement Lease shall terminate and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on as of the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any of such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement any prepaid rental shall be equitably apportioned in the proportion that the square footage prorated as of the part effective date of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlytermination.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be is taken or acquired by any public or quasi-public authority under the power or threat of eminent domain then this Lease shall terminate on the part so taken on the date possession of the Premises is required for public use, and any pre-paid rent shall be refunded to the Tenant. If less that the entire space is rendered unusable but the remaining portion is obviously not suited to meet ▇▇▇▇▇▇’s operations needs, then the entire space will be deemed unusable. In such a circumstance, Landlord and Tenant shall also each have the right to terminate this Lease for any remaining portion of the Premises upon written notice to the other, which notice shall be delivered within thirty (30) days following the date notice is received of such taking (provided, however, that Landlord shall only have the right to terminate this Lease if it terminates the leases of all office tenants of the Building which are terminable by Landlord in such event). If neither party terminates this Lease, Landlord shall make all necessary repairs to the Premises and the Building and the improvements in which the Premises are located to render and restore it to a complete architectural unit, and Tenant shall continue in possession of the portion of the Premises not taken under the power of eminent domain, for other than a temporary periodunder the terms and conditions provided in this Lease, except that the Lease Term monthly rent shall cease as be reduced in direct proportion to the amount of the day possession Premises so taken. All damages awarded for such taking shall belong to and shall be taken by property of the Landlord, whether such public damages be awarded as compensation for diminution in value of the Leasehold or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % fee of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)Premises. Notwithstanding the foregoing, Tenant may go to all legal proceedings and assert any claim that it may have against the condemning authority for compensation for any of Tenant's personal property and trade fixtures and for any relocation expense compensable by statute, and receive such award therefor as may be allowed in the event the net condemnation proceedings, if such award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited made in addition to consequential damages onlyand stated separately from the award made for the Land and the Building or the part thereof so taken.

Eminent Domain. With respect 23.01 In the event that the land, Building or any part thereof or the Demised Premises or any part thereof shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the Landlord on the one hand and any governmental authority authorized to eminent domain:exercise such right on the other hand, Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding without deduction therefrom for any estate hereby vested in or owned by Tenant, to be paid out as in this Article provided. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award and also agrees to execute any and all further documents that may be required in order to facilitate the collection thereof by Landlord. A) Condemnation 23.02 At any time during the term of Demised Premises. If this Lease if title to the whole or any substantial part substantially all of the land, Building and/or Demised Premises shall be taken in condemnation proceedings or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord exercise of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, domain or by private purchase in lieu thereofagreement between the Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Agreement Lease shall terminate and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor of such taking and the Base Rent herein reserved fixed rent and additional rent provided to be paid by Tenant shall be apportioned and paid in full to that the date and of such taking. For the purposes of this Article "substantially all prepaid Base Rent of the land, Building and/or Demised Premises" shall forthwith be repaid by Landlord deemed to Tenant. In have been taken if the event Landlord does not elect to cancel remaining portion of such land, Building or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises not so taken cannot reasonably or practicably be repaired or reconverted so as nearly as possible to their condition permit the use thereof for substantially the same purposes for which such land, Building or Demised Premises were used immediately prior to any such taking taking. 23.03 However, if substantially all of the land or Building is not so taken and if only a part of the entire Demised Premises shall be so taken, this Agreement Lease nevertheless shall continue in full force and effect effect, except that, during such restoration, that Tenant may elect to terminate this Lease if that portion of the Base Rent payable pursuant to the terms of this Agreement Demised Premises then occupied by Tenant shall be equitably apportioned in reduced by more than 25%. Tenant shall give notice of such election to Landlord not later than thirty (30) days after (i) notice of such taking is given by Landlord to Tenant, or (ii) the proportion that date of such taking, whichever occurs first. Upon the square footage giving of such notice by Tenant this Lease shall terminate on the date of service of Tenant's notice and the fixed rent and additional rent due and to become due, shall be prorated and adjusted as of the date of the taking. If Tenant fails to give such notice upon such partial taking, and this Lease continues in force as to any part of the Demised Premises so taken bears not taken, the rents apportioned to the total square footage part taken shall be prorated and adjusted as of the date of taking and from such date the fixed rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises. 23.04 In the event of any such taking of less than the whole of the Building which does not result in a termination of this Lease, or in the event of such a taking of all or any part of the Demised Premises which does not result in a termination of this Lease, Landlord, at its expense, shall proceed with reasonable diligence to repair, alter and restore the remaining parts of the Building and the Demised Premises to substantially the same condition as it was in immediately prior to such taking; providedtaking to the extent that the same may be feasible, however, in no event shall there be any abatement of the payment of any Operating Costsso as to constitute a tenantable Building and Demised Premises, provided further, however, the that Landlord’s obligations to restore or rebuild 's liability under this Section shall be limited to an the proportionate amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions as an award arising out of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlysuch taking.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee’s use of the Leased Premises and which are in lieu thereof, this Agreement furtherance of the purposes of the Act and the term hereby granted Plan (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct the Lessor and the Trustee in writing as to restore or rebuild shall be limited which of the ways specified in this Section the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the Indenture and applied to consequential damages onlythe repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by Lessor. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of said power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee's operations on the Leased Premises and which are in lieu thereoffurtherance of the purposes of Indiana Code, this Agreement and the term hereby granted Title 20, Article 47, Chapter 3 (which improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct Lessor in writing as to restore or rebuild shall be limited which of the ways specified in this Section the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited by Lessor in the Sinking Fund held by the Trustee under the Indenture. Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to consequential damages onlythe Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be entire Building is taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the this Lease Term Agreement shall cease automatically terminate as of the day possession shall be date of taking. If a portion of the Building is taken by such public or quasi-public authorityeminent domain and the estimated time for restoration and repair exceeds one hundred eighty (180) days, the Landlord shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to the Tenant within sixty (60) days after the date of taking. If a portion of the Premises is taken by eminent domain and Tenant shall pay Rent up this Lease Agreement is not terminated by Landlord, the Landlord shall, at its expense, restore the Premises to that date with an appropriate refund by Landlord of any rent as near the condition which may have been paid in advance for any period subsequent existed immediately prior to the date possession is taken. In the event that during the term of this Agreement the Demised Premisestaking as reasonably possible, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted rentals shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, ▇▇▇▇▇ during such restorationperiod of time as the Premises are untenantable or unsuitable for Tenant’s use (provided that the Premises or the portion thereof that has been rendered untenantable or unsuitable are not actually occupied by Tenant), the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage untenantable or unsuitable portion of the part of the Demised Premises so taken bears to the total square footage entire Premises. All damages awarded for such taking under the power of eminent domain shall belong to and be the sole property of Landlord, irrespective of the Demised Premises immediately prior to such taking; basis upon which they are awarded, provided, however, in no event that nothing contained herein shall there be any abatement prevent Tenant from making a separate claim to the condemning authority for its moving expenses and trade fixtures. For purposes of the payment of any Operating Coststhis Article, provided further, however, the a taking by eminent domain shall include Landlord’s obligations giving of a deed under threat of condemnation. Any other provision herein to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained contrary notwithstanding Tenant may claim and recover from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoingcondemning authority a separate award for Tenant’s moving expenses, in the event the net condemnation award received business dislocation damages, goodwill, personal property, fixtures and leasehold improvements paid for by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this AgreementTenant, and Tenant shall be limited any other award that would not reduce the award payable to consequential damages onlyLandlord.

Eminent Domain. With respect to eminent domain: A(i) Condemnation In case of Demised Premises. If the whole a taking of all or any substantial part of the Demised Premises shall be taken Mortgaged Property or acquired by the commencement of any proceedings or negotiations which might result in a taking, for any public or quasi-public authority under the purpose by any lawful power or threat authority by exercise of the right of condemnation or eminent domaindomain or by agreement between Mortgagee, Debtor and those authorized to exercise such right ("Taking"), Debtor will promptly give written notice thereof to Mortgagee, generally describing the nature and extent of such Taking. Mortgagee shall file and prosecute on behalf of Mortgagee and Debtor any and all claims for an award, and all awards and other payments on account of a Taking shall be paid to Mortgagee. (ii) In case of a Taking of the whole of the Mortgaged Property, other than for temporary use ("Total Taking"), or in case of a Taking of less than all of the Mortgaged Property ("Partial Taking"), these Loan Documents shall remain in full force and effect. Debtor, whether or not the awards or payments, if any, on account of such Partial Taking shall be sufficient for the purpose (but provided they are made available by Mortgagee for such purpose), at its own cost and expense, will promptly commence and complete the Restoration. In case of a Partial Taking, other than a temporary perioduse, the Lease Term shall cease as of such a substantial part of the day possession Mortgaged Property as shall result in the Mortgaged Property remaining after such Partial Taking being unsuitable for use, such Taking shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord deemed a Total Taking. (iii) In case of any rent which may have been paid in advance for any period subsequent to a temporary use of the date possession is taken. In the event that during the term of this Agreement the Demised Premises, whole or any part thereof, or more than % of the Real Mortgaged Property or of the Common Area is taken by condemnation or right of eminent domaina Taking, or by private purchase in lieu thereof, this Agreement and the term hereby granted these Loan Documents shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except that, during such restoration, the Base Rent without any reduction of any monetary sum payable pursuant under these Loan Documents. Subject to the terms of this Agreement application provisions below, Debtor shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears entitled to the total square footage of the Demised Premises immediately prior to entire award for such taking; providedTaking, howeverwhether paid by damages, in no event shall there be rent or otherwise. In any abatement of the payment of any Operating Costsproceeding for such Taking, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Mortgagee shall have the option within days after Landlord’s receipt right to intervene and participate; provided that, if such intervention shall not be permitted, Debtor shall consult with Mortgagee, its attorneys and experts, and make all reasonable efforts to cooperate with Mortgagee in the prosecution or defense of such proceeding. At the termination of any such use or occupation of the net condemnationMortgaged Property, to cancel Debtor will, at its own cost and terminate this Agreementexpense, promptly commence and Tenant complete the Restoration. (iv) Awards and other payments on account of a Taking, less the costs, fees and expenses incurred by Mortgagee and Debtor in connection with the collection thereof, including, without limitation, attorneys' fees and expenses, shall be limited to consequential damages only.applied as follows: (x) Net awards and payments received on account of a Total Taking shall be allocated as follows:

Eminent Domain. With respect to If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain: A) Condemnation domain of Demised Premises. If the whole all or any substantial a material part of the Demised Premises Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be taken returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or acquired charges and neither Party shall have any continuing obligations hereunder. If, before the Closing Date, proceedings are commenced for the taking by any public or quasi-public authority under exercise of the power or threat of eminent domain, for other domain of less than a temporary period, the Lease Term shall cease as material part of the day possession shall be taken by such public Property, or quasi-public authority, and Tenant shall pay Rent up if Buyer has the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Agreement pursuant to the date possession is taken. In the event that during the term of this Agreement the Demised Premisespreceding sentence but Buyer does not exercise such right, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand, during such restorationon the Closing Date, the Base Rent condemnation award (or, if not theretofore received, the right to receive such portion of the award) payable pursuant on account of the taking shall be assigned, or paid to, Buyer (subject to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage rights of the lender under the Existing Loan). Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving written notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)Property. Notwithstanding the foregoingThe foregoing notwithstanding, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild taking results in the structural portions of the Demised Premises the Landlord cancellation any Lease, Buyer shall have the option to terminate this Agreement by giving written notice to Seller within 30 days after Landlord’s receipt Seller gives notice of the net condemnation, commencement of such proceedings to cancel and terminate Buyer. The provisions of this Agreement, and Tenant Section shall be limited to consequential damages onlysurvive the Closing.

Eminent Domain. With respect a. In the event the Leased Premises are taken pursuant to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat powers of eminent domain, all awards for the taking other than awards for interruption of Tenant's business shall belong solely to Landlord, and Tenant shall make no claim therefor. b. In the event of a temporary periodpartial taking, which does not result in a termination of this Lease Agreement, rent shall be abated in proportion to the Lease Term shall cease as part of the day possession Leased Premises so made unusable by said partial taking, and any award for the taking shall belong solely to Landlord. c. No temporary taking of the Leased Premises and/or of Tenant's rights therein or under this Lease Agreement shall terminate this Lease Agreement or give Tenant any right to any abatement of rent hereunder; and any award made to Tenant by reason of any such temporary taking shall belong entirely to Tenant, and Landlord shall not be entitled to share therein. The Tenant and Landlord will work together to cause the governmental agency responsible for the taking to restore the Leased Premises and Project, after the taking, to their original condition prior to the taking. d. If the whole of the Leased Premises, or so much thereof as to render the balance unusable by Tenant, shall be taken by any governmental authority under power of Eminent Domain, this Lease Agreement shall automatically terminate as of the date of such public condemnation, or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord as of any rent which may have been paid in advance for any period subsequent to the date possession is takentaken by the condemning authority, whichever is earlier. In No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the event that during the term of this Agreement the Demised Premises, same or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild that nothing contained herein shall be limited deemed to an amount which does not exceed give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoingof personal property, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreementequipment, and fixtures belonging to Tenant shall be limited and/or for the interruption of or damage to consequential damages onlyTenant's business or for Tenant's unamortized cost of improvements installed by Tenant and/or the cost of moving and/or the lost value of Tenant's unexpired Lease Agreement term.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises17.1. If after the execution of the Sublease and prior to the expiration of the term of this Sublease, the whole or any substantial part of the Demised Subleased Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, then the Lease Term term of this Sublease shall cease as of the day possession time when Sublessor shall be divested of its title in the Subleased Premises, and all rent shall be apportioned and adjusted as of the time of termination. 17.2. If only a part of the Subleased Premises shall be taken by such public or quasi-public authorityunder the power of eminent domain, and Tenant if as a result thereof the Subleased Premises shall pay Rent up to that date with an appropriate refund by Landlord not in Sublessee's reasonable judgment be reasonably adequate for the operation of any rent which may have been paid the business conducted in advance for any period subsequent the Subleased Premises prior to the date possession is taken. In the event that during taking, Sublessee may, at its election, terminate the term of this Agreement Sublease by giving the Demised Premises, or any part thereof, or more than % Sublessor notice of the Real Property or exercise of its election within thirty (30) days after it shall receive notice of such taking, and the termination shall be effective as of the Common Area time that Sublessee is dispossessed, and all rent shall be apportioned and adjusted as of the time of termination. If only a part of the Subleased Premises shall be taken by condemnation or right under the power of eminent domain, or by private purchase in lieu thereof, this Agreement and if the term hereby granted of this Sublease shall not be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement terminated as provided aboveaforesaid, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and term of this Agreement Sublease shall continue in full force and effect except thateffect, during such restorationand Sublessor shall, within a reasonable time after possession is required for public use, repair and rebuild what may remain of the Base Rent payable pursuant Subleased Premises so as to put the same into condition for use and occupancy by Sublessee, and a just proportion of all rent according to the terms nature and extent of the injury to the Subleased Premises shall be abated for the balance of the term of this Agreement Sublease. All awards attributable to the Sublessee's loss of Tenant Work or Sublessee's leasehold improvements or trade fixtures or other awards directly related to the Sublessee's business shall be equitably apportioned in the proportion that the square footage property of the part of the Demised Premises so taken bears Sublessee. 17.3. Sublessor reserves to the total square footage of the Demised Premises immediately prior itself, and Sublessee assigns to such taking; providedSublessor, however, in no event shall there be any abatement of the payment all rights to damages accruing on account of any Operating Costs, provided furthertaking under the power of eminent domain or by reason of any act of any public or quasi public authority for which damages are payable. Sublessee agrees to execute such instruments of assignment as may be reasonably required by Sublessor in any proceeding for the recovery of damages that may be recovered in such proceeding. It is agreed and understood, however, the Landlord’s obligations Sublessor does not reserve to restore itself, and Sublessee does not assign to Sublessor, any damages payable for movable trade fixtures installed by Sublessee or rebuild anybody claiming under Sublessee at its own cost and expense, or any awards attributable to the Sublessee's loss of the unamortized value of Tenant Work and the value of trade fixtures or other awards directly related to the Sublessee's business or moving expenses which shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions property of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlySublessee.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. 16.1 If the whole or any substantial part of the Demised Leased Premises shall or the Property should be taken or acquired condemned, in any manner, by exercise of the power of eminent domain or sold to a taking or condemning authority under threat of taking or condemnation, or shall receive any direct or consequential damage for which LANDLORD or TENANT may be entitled to compensation by reason of anything lawfully done in pursuance of any public or quasi-public other authority under (individually and collectively a "TAKING"), then, except as hereinafter provided, this Lease shall terminate at the power or threat election of eminent domain, for other than a temporary period, the Lease Term shall cease as LANDLORD provided that written notice is given to TENANT within sixty (60) days of the day possession date of the Taking, and such election may be made in case of any Taking, even if the entire interest of LANDLORD shall have been divested by the Taking. If LANDLORD shall not so elect, a just and proportionate abatement of the Basic Annual Rent and Additional Rent (including Taxes and Operating Expenses) as provided in Articles 3 through 6 hereof, shall be taken by such public or quasi-public authority, made according to the nature and Tenant shall pay Rent up to that date with an appropriate refund by Landlord extent of any rent which impairment of TENANT's use of the Leased Premises, until the Leased Premises or what may remain thereof shall have been paid in advance restored as nearly as possible to its condition prior to the Taking. In addition, Basic and Additional Rent for any period subsequent portion of the Leased Premises so taken shall be abated during the unexpired term of this Lease, effective when the physical taking of said portion of the Leased Premises shall occur. 16.2 In the event that the portion of the Building or Leased Premises that is taken leaves the remainder unsuitable for use by TENANT for the Permitted Uses, TENANT shall have the right to terminate this Lease by written notice to LANDLORD no later than thirty (30) days after receipt by TENANT of notice of such Taking. If this Lease is not terminated as aforesaid, LANDLORD shall diligently repair and restore the Leased. Premises and the Building, but only to the date possession is takenextent permitted by the net Taking award, to substantially the same condition they were in prior to the Taking. In the event that during LANDLORD fails to restore the term Leased Premises as above provided within two hundred seventy (270) days after such Taking for whatever reason, including without limitation, insufficiency of this Agreement available Taking award, TENANT shall have the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible Lease by written notice to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately LANDLORD prior to such taking; providedrestoration. 16.3 LANDLORD reserves to itself, howeverand TENANT assigns to LANDLORD, in no event shall there be any abatement of the payment all rights to damages and/or compensation that may accrue on account of any Operating Costssuch Taking, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord that TENANT shall have the option within days after Landlord’s receipt right to claim and recover from the Taking or condemning authority on account of any cost or loss due to removing its materials, supplies, fixtures, equipment, relocation and moving expenses, and any business interruption award. Subject to the aforementioned, TENANT agrees to execute such further instruments of assignment of such damages and/or compensation as LANDLORD may from time to time request, and to pay over to LANDLORD any such damages and compensation that may be received by TENANT. 16.4 This Article 16 shall survive the termination of this Lease and of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyterm hereunder.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises Building shall be taken or acquired by any for public or quasi-public use by a governmental or other authority under having the power or threat of eminent domain, or shall be conveyed to such authority in lieu of such taking, and if such taking or conveyance shall cause the remaining part of the Building to be untenantable and inadequate for other than a temporary perioduse by Tenant for the purpose for which it was leased, then Tenant may, at its option, terminate this Lease as of the date Landlord is required to surrender possession of the Building. In such event, all Rent due under this Lease Term shall be apportioned to and shall cease as of the day date Landlord is required to surrender possession of the Building, and Landlord and Tenant shall be released from all further obligations and liability hereunder (except for any obligations previously incurred hereunder). If a part of the Building shall be taken or conveyed, but the remaining part is tenantable and adequate for Tenant's use, Landlord shall make such repairs, alterations and improvements (exclusive of repairs, alterations or improvements to tenant improvements, if any, installed by Tenant pursuant to Section 8.03) as may be necessary to render the part not taken or conveyed tenantable. If such public taking or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord conveyance includes any part of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted Rent shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid reduced in full proportion to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to or conveyed. All compensation awarded for such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore taking or rebuild conveyance shall be limited the property of Landlord, without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to an amount which does not exceed the proceeds obtained from Landlord all of its right, title and interest in and to any such taking (less expenses incurred in collecting the same)award. Notwithstanding the foregoingHowever, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to recover from such authority, but not from Landlord’s receipt , such compensation as may be awarded to Tenant on account of the net condemnationmoving and relocation expenses and depreciation to and removal of Tenant's trade fixtures and personal property and alterations or tenant improvements, if any, installed by Tenant pursuant to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.Section 8.03. XII -- LIENS ------------

Eminent Domain. With respect 21.1 If the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain: Adomain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) Condemnation of Demised Premisesdays thereafter. If the whole or any substantial part of the Demised Project excluding the Premises shall be is taken or acquired appropriated by any public or quasi-public authority a governmental agency under the power or threat of eminent domaindomain or conveyed in lieu thereof, for other than a temporary periodLandlord may so terminate this Lease. In either event, the Lease Term Landlord shall cease as of the day possession receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award or any interest therein which may be taken by such public or quasi-public authoritypaid in connection therewith, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord have no claim for any part of any rent which may have been paid in advance for any period subsequent sum so paid, whether or not attributable to the date possession value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken. In , appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the event proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereofLease Term, this Agreement and the term hereby granted Lease shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement remain unaffected by such taking, appropriation or conveyance and Tenant shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid continue to pay in full to that date and all prepaid Base Rent shall forthwith be repaid payable by Landlord to Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord does not elect shall be entitled to cancel or receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, Lease in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of a partial taking of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyPremises.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the event the whole or any substantial part of the Demised Premises Premises, Building, Project and/or Common Areas, as the case may be, and/or such part thereof as shall unreasonably interfere with Tenant’s use and occupation thereof, including without limiting the foregoing, the taking of more than ten percent (10%) of the parking stalls allocated to Tenant pursuant to Subsection 1.01(q) above in the parking areas serving the Building as required by Subsection 18.16, shall be taken or acquired by for any public or quasi-public authority under the purpose by any lawful power or threat authority by exercise of the right of appropriation, condemnation or eminent domain, for other than a temporary periodor is sold in lieu of or to prevent such taking, then Tenant shall have the right to terminate this Lease Term shall cease effective as of the day date possession is required to be surrendered to said authority. In the event the whole of the Premises, Building, Project, Common Areas and/or Property, as the case may be, or such part thereof as shall substantially interfere with Landlord’s use and occupation thereof, or if any access points to adjoining streets, shall be taken by such for any public or quasi-public authoritypurpose by any lawful power or authority by exercise of the right of appropriation, and Tenant condemnation or eminent domain, or is sold in lieu of or to prevent such taking, then Landlord shall pay Rent up have the right to that date with an appropriate refund by Landlord terminate this Lease effective as of any rent which may have been paid in advance for any period subsequent to the date possession is takenrequired to be surrendered to said authority. Except as provided below, Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant in the Premises. Nothing contained in this Section 12.01 shall be deemed to give Landlord any interest in any separate award made to Tenant for the value of any Alterations made by Tenant, the taking of personal property and fixtures belonging to Tenant and for Tenant’s moving expenses to the extent such claim is available as a separate claim by Tenant pursuant to applicable law. In the event that during the term amount of this Agreement property or the Demised Premisestype of estate taken shall not substantially interfere with the conduct of Tenant’s business, or any part thereof, or more than % Landlord shall be entitled to the entire amount of the Real Property award without deduction for any estate or interest of Tenant, Landlord shall promptly proceed to restore the Common Area is taken by condemnation or right of eminent domainBuilding to substantially their same condition prior to such partial taking less the portion thereof lost in such condemnation, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned proportionately reduced by the time during which, and paid in full to that date and all prepaid Base Rent the portion of the Premises which, Tenant shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such have been deprived of possession on account of said taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises or the Building shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, then the term of this Lease Term shall cease as on the part so taken on the date possession of the day possession that part shall be taken by required for public use, and any Rent paid in advance of such public or quasi-public authoritydate shall be refunded to Tenant, and Landlord and Tenant shall pay Rent up each have the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Lease upon written notice to the other, which notice shall be delivered within thirty days following the date possession notice is takenreceived of such taking. In the event that during neither party hereto shall terminate this Lease, Landlord shall, to the term of this Agreement extent the Demised Premises, or any part thereof, or more than % proceeds of the Real Property or condemnation award (other than any proceeds awarded for the value of any land taken) are available, make all necessary repairs to the Premises and the Building to render and restore the same to a complete architectural unit and Tenant shall continue in possession of the Common Area is portion of the Premises not taken by condemnation or right under the power of eminent domain, or by private purchase in lieu thereofunder the same terms and conditions as are herein provided, this Agreement and except that the term hereby granted Rent reserved herein, Tenant’s Share pursuant to Section 1(h) hereof shall be terminable at Landlord’s sole option and if Landlord reduced in direct proportion to the amount of the Premises so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanttaken. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any All damages awarded for such taking shall belong to and this Agreement shall continue be the property of Landlord, whether such damages be awarded as compensation for diminution in full force and effect except that, during such restoration, value of the Base Rent payable pursuant leasehold or to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage fee of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingPremises; provided, however, in no event Landlord shall there not be entitled to any abatement portion of the payment award made to Tenant for removal and reinstallation of any Operating Costs, provided further, however, trade fixtures or moving expenses. (b) In the Landlord’s obligations to restore or rebuild shall be limited to an amount event of a partial taking which does not exceed result in the proceeds obtained from termination of this Lease, Landlord shall promptly commence and diligently prosecute the restoration of the Premises as nearly as practicable to a complete unit of like quality and character as existed just prior to such taking taking. In such event, the Rent shall ▇▇▇▇▇ during the period of demolition and restoration to the extent the Premises are unusable, provided that Landlord receives an award therefor. (less expenses incurred in collecting the same). c) Notwithstanding the foregoingprovisions of Section 15 hereof, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to make a claim against the condemning authority (but not Landlord) for compensation for the unamortized cost of Tenant’s receipt improvements, alterations or additions made to the Premises at Tenant’s cost, such amortization to be computed on a straight line basis over the term of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease.

Eminent Domain. With respect to If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain: A) Condemnation domain of Demised Premises. If the whole all or any substantial a material part of the Demised Premises Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving written notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate, the Deposit shall be taken returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or acquired charges and neither Party shall have any continuing obligations hereunder. If, before the Closing Date, proceedings are commenced for the taking by any public or quasi-public authority under exercise of the power or threat of eminent domain, for other domain of less than a temporary period, the Lease Term shall cease as material part of the day possession shall be taken by such public Property, or quasi-public authority, and Tenant shall pay Rent up if Buyer has the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Agreement pursuant to the date possession is taken. In the event that during the term of this Agreement the Demised Premisespreceding sentence but Buyer does not exercise such right, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand, during such restorationon the Closing Date, the Base Rent condemnation award (or, if not theretofore received, the right to receive such portion of the award) payable pursuant to on account of the terms of this Agreement taking shall be equitably apportioned in the proportion that the square footage assigned, or paid to, Buyer. Seller shall give written notice to Buyer within three (3) business days after Seller’s receiving written notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)Property. Notwithstanding the foregoingThe foregoing notwithstanding, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild taking results in the structural portions of the Demised Premises the Landlord cancellation any Lease, Buyer shall have the option to terminate this Agreement by giving written notice to Seller within 30 days after Landlord’s receipt Seller gives notice of the net condemnation, commencement of such proceedings to cancel and terminate Buyer. The provisions of this Agreement, and Tenant Section shall be limited to consequential damages onlysurvive the Closing.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole all or any substantial part of the Demised Premises shall be taken or acquired appropriated by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase any agreement in lieu thereof, this Agreement and Lease shall terminate as to the term hereby granted part so taken as of the date of taking and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by giving written notice to the other within ninety (90) days after such dates provided, however, that a condition to the exercise by Landlord or Tenant of such right to terminate shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on that the date when possession portion of the Premises taken shall be taken by of such extent and nature as to render the condemnor and balance of the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Premises unusable or uneconomical for Tenant's purposes. In the event of any taking by exercise of the power of eminent domain, or agreement in lieu thereof, Landlord shall be entitled to all compensation, damage, income, rent awards and interest thereon whatsoever which may be paid or made in connection therewith and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or of any of the work performed by Landlord in the Premises for or by Tenants provided, however, that nothing contained herein shall prohibit or prevent Tenant from seeking at its cost and expense and retaining for its own account from the authority exercising the power of eminent domain an award to compensate Tenant for the unamortized cost of any improvements, additions or alteration to the Premises, which were paid for solely at Tenant's expense, its relocation expenses and for any loss by Tenant of any movable furniture, equipment and other personal property resulting from such exercise. In the event of a partial taking of the Premises which does not elect result in a termination of this Lease, the rent thereafter to cancel be paid under this Lease shall be equitably reduced. (b) Notwithstanding the foregoing, if all or terminate this Agreement as provided above, then Landlord shall rebuild and restore any portion of the Demised Premises as nearly as possible to their condition immediately is taken under power of eminent domain or any agreement in lieu thereof for a period of time ending prior to any such taking and the end of the term of this Agreement Lease, this Lease shall continue remain in full force and effect except thatand Tenant shall continue to pay all rent and to perform all of the terms, during such restoration, the Base Rent payable pursuant to the terms conditions and covenants of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingLease; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and case Tenant shall be limited entitled to consequential damages onlyall compensation, damages, income, rent awards and interest thereon whatsoever which may be paid or made in connection with any such temporary taking.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole all or any substantial part (such that the Leased Premises will be commercially impracticable for Tenant’s Permitted Use) of the Demised Premises Building or Common Areas shall be taken or acquired by any public or quasi-public authority under the power or threat exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken; provided, however Landlord shall use good faith efforts to notify Tenant of any such anticipated termination in advance of the effective date thereof. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become commercially impracticable for other than a temporary periodTenant to use for Tenant's Permitted Use, the Tenant may terminate this Lease Term shall cease by giving written notice to Landlord as of the day date possession thereof is so taken. All damages awarded shall belong to Landlord; provided, however, that notwithstanding the foregoing, nothing contained herein shall prevent Tenant from seeking in a separate action reimbursement from the condemning authority (if permitted by law) for moving expenses, business interruption, expenses for removal of Tenant's personal property, loss of Tenant's business good will, or for the value of the leasehold estate, but if and only if such action shall not reduce the amount of the award or other compensation otherwise recoverable from the condemning authority by Landlord or any mortgagees. Provided that if Landlord is alleging that Tenant's award shall or has reduced Landlord's award, Landlord shall provide Tenant with reasonable documentation that Tenant's award shall or has reduced Landlord's award. If the Lease is not terminated pursuant to this Article 10, Monthly Rental Installments and Additional Rent shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord reduced as of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage area of the part of the Demised Leased Premises or Common Areas so taken bears to the total square footage area of the Demised Leased Premises immediately prior to such taking; providedor, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, howeveras applicable, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyCommon Areas.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial material part of the Demised Building, Common Areas or Premises shall be taken or acquired by any public or quasi-public authority appropriated under the power of eminent domain or threat conveyed in lieu thereof, and the taking would prevent or materially interfere with the use of the Premises for the purposes for which it is being used, either party shall have the right to terminate this Lease at its option by delivering written notice of such termination within fifteen (15) days after such taking occurs. In such event, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for other than any part of sum paid by virtue of such proceedings, whether or not attributable to the value of the unexpired term of the Lease, except to the extent such award is attributable to the value of any improvements paid for by Tenant or the leasehold itself. If a temporary periodpart of the Premises, the Common Areas or the Building shall be so taken or appropriated or conveyed during the Term and this Lease is not terminated, the Rent and Additional Charges to be paid under this Lease for the remainder of the Term shall cease as be proportionately reduced, such reduction to be based upon the extent to which the partial taking or appropriation or conveyance shall interfere with the business carried on by Tenant in the Premises. Notwithstanding anything to the contrary contained in this Section 20, if the temporary use or occupancy of any part of the day possession Premises or Common Areas shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such public taking or quasi-public authority, appropriation and Tenant shall continue to pay in full all Rent up to that date with an appropriate refund and Additional Charges payable hereunder by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that Tenant during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingTerm; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore of any such temporary appropriation or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnationtaking, to cancel and terminate this Agreement, and Tenant shall be limited entitled to consequential damages onlyreceive that portion of any award which represents compensation for the use of or occupancy of the Premises or Common Areas during the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises or the Building shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, then the term of this Lease Term shall cease as on the part so taken on the date possession of the day possession that part shall be taken by required for public use, and any rent paid in advance of such public or quasi-public authoritydate shall be refunded to Tenant, and Landlord and Tenant shall pay Rent up each have the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Lease upon written notice to the other, which notice shall be delivered within thirty (30) days following the date possession notice is takenreceived of such taking. In the event that during neither party hereto shall terminate this Lease, Landlord shall, to the term of this Agreement extent the Demised Premises, or any part thereof, or more than % proceeds of the Real Property or condemnation award (other than any proceeds awarded for the value of any land taken) are available, make all necessary repairs to the Premises and the Building to render and restore the same to a complete architectural unit and Tenant shall continue in possession of the Common Area is portion of the Premises not taken by condemnation or right under the power of eminent domain, or by private purchase in lieu thereofunder the same terms and conditions as are herein provided, this Agreement except that the rent reserved herein, Tenant’s Share pursuant to Paragraph l(j) hereof and the term hereby granted parking spaces pursuant to Paragraph l(p) hereof shall each be terminable at Landlord’s sole option and if Landlord reduced in direct proportion to the amount of the Premises so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanttaken. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any All damages awarded for such taking shall belong to and this Agreement shall continue be the property of Landlord, whether such damages be awarded as compensation for diminution in full force and effect except that, during such restoration, value of the Base Rent payable pursuant leasehold or to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage fee of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingPremises; provided, however, in no event Landlord shall there not be entitled to any abatement portion of the payment award made to Tenant for removal and reinstallation of any Operating Coststrade fixtures or moving expenses. (b) In the event access to the Premises and/or more than twenty-five percent (25%) of the then existing parking upon the Total Development is no longer available as a result of the exercise of the power of eminent domain, provided further, however, Tenant shall have the Landlord’s obligations right to restore or rebuild shall be limited terminate this Lease by written notice to an amount Landlord within thirty (30) days after such taking. (c) In the event of a partial taking which does not exceed result in the proceeds obtained from termination of this Lease, Landlord shall promptly commence and diligently prosecute the restoration of the Premises and the Total Development as nearly as practicable to a complete unit of like quality and character as existed just prior to such taking taking. In such event, the Rent shall ▇▇▇▇▇ during the period of demolition and restoration to the extent the Premises are unusable, provided that Landlord receives an award therefor. (less expenses incurred in collecting the same). d) Notwithstanding the foregoingprovisions of Paragraph 15 hereof, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to make a claim against the condemning authority (but not Landlord) for compensation for the unamortized cost of Tenant’s receipt improvements, alterations or additions made to the Premises at Tenant’s cost, such amortization to be computed on a straight line basis over the term of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole entire Premises, or any substantial such part of thereof, as, in the Demised Premises parties' judgment, renders the remainder unsuitable for Tenant's continued use, shall be taken in appropriation proceedings or acquired by any public or quasi-public authority under the power or threat rights of eminent domain, then this Lease shall terminate and be void from the time when possession thereof is required for other than a temporary periodpublic use, the Lease Term and such taking shall cease not operate as or be deemed an eviction of the day possession shall be taken by such public Tenant or quasi-public authority, and a breach of Landlord's covenant for quiet enjoyment; but Tenant shall pay Rent all rent due, and perform and observe all other covenants hereof, up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date time when possession is takenrequired for public use. In Provided, however, that if only a part of said Premises be so taken and in the event that Landlord and Tenant's judgment the Leased Premises remain unsuitable for Tenant's continued use, and if two (2) years or more of the term hereof then remains unexpired, and if the remaining Premises can be substantially restored within sixty (60) days, then this Lease shall not terminate, but Landlord will, at its sole expense, restore the Leased Premises. Rent payable by Tenant during the term period of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted restoration shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on reduced by a reasonable amount, but after such restoration, the date when possession shall be taken by the condemnor and the Base Rent rent herein reserved shall be apportioned paid by Tenant as herein provided during the remainder of the term hereof abated by the percentage that the fair market value of the Premises, attributable solely to the land and paid in full to that Improvements, has been reduced because of such taking. Said market value immediately before and after such taking shall be determined by agreement of the parties or, failing agreement of the parties within thirty (30) days of the effective date of such taking, by a local Independent Fee Appraiser selected by mutual agreement of Landlord and all prepaid Base Rent Tenant, which appraiser's decision will be final and binding on the parties. The cost of such appraiser shall forthwith be repaid borne equally by Landlord to and Tenant. In Tenant shall have the event Landlord does not elect right at its sole cost and expense to cancel assert a separate claim or terminate this Agreement as provided abovejoin in Landlord's claim in any condemnation proceeding for its personal property, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to its improvements, moving expenses, or any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingother claims it may have; provided, however, that no award to the Tenant shall reduce the award which would otherwise be due the Landlord and in no event shall there be any abatement of prevent the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained Mortgagee from such taking (less expenses incurred in collecting the same)award proceeds. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited entitled to consequential damages onlyand shall receive that portion of any award or payment made which is attributable solely to its claim, as set forth above and Landlord shall be entitled to and shall receive that portion of any award of payment made which is attributable solely to the land and Improvements erected thereon.

Eminent Domain. With respect to eminent domain: A) Condemnation If any proceeding or action is commenced for the taking of Demised Premises. If the whole Mortgaged Property, or any substantial part of the Demised Premises shall be taken thereof or acquired by any interest therein, for public or quasi-public authority use under the power or threat of eminent domain, condemnation or otherwise, or if the same is taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or should Mortgagor receive any notice or other information regarding such proceeding, action, taking or damage, Mortgagor shall give prompt written notice thereof to Mortgagee. If an Event of Default exists, Mortgagee is entitled at its option, if Mortgagee determines its security is impaired, to commence, appear in and prosecute in its own name any such action or proceeding. If an Event of Default exists, Mortgagee is also entitled to make any compromise or settlement in connection with such taking or damage. All compensation, awards, damages, rights of action and proceeds awarded to Mortgagor by reason of any such taking or damage to the Premises or any part thereof or any interest therein for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to use under the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner (the "Condemnation Proceeds") are hereby assigned to Mortgagee and Mortgagor agrees to execute such further assignments of the Condemnation Proceeds as Mortgagee may require. After deducting therefrom all costs and expenses (regardless of the particular nature thereof and whether incurred with or without suit), including attorneys' fees, incurred by private purchase it in lieu thereofconnection with any such action or proceeding, this Mortgagee shall apply all such Condemnation Proceeds to the restoration of the Improvements (other than Condemnation Proceeds attributable to temporary use or occupancy which may be applied, at Mortgagee's option, to installments of principal and interest and other charges due under the Notes and other Loan Documents when the same become due and payable, without payment of a prepayment premium other than the Interest Differential) provided that: (a) the taking or damage will not, in Mortgagee's reasonable judgment, materially impair the security for the Loan; and (b) all conditions set forth in Section 1.5 are met. If all of the above conditions are met, Mortgagee shall disburse the Condemnation Proceeds in accordance with the Loan Agreement and only as repairs or replacements are effected and continuing expenses become due and payable. If any one or more of the term hereby granted above conditions are not met, Mortgagee shall apply all of the Condemnation Proceeds, after deductions as herein provided, to the repayment of the outstanding balance of the Notes (without payment of prepayment premiums other than the Interest Differential), together with all accrued interest thereon, in such order as Mortgagee may elect, notwithstanding that said outstanding balance may not be terminable at Landlord’s sole option due and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor payable, and the Base Rent herein reserved shall be apportioned and paid in full Mortgagee will have no further obligation to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable make disbursements pursuant to the terms of this Loan Agreement shall be equitably apportioned in or the proportion that other Loan Documents. If the square footage Condemnation Proceeds are not sufficient to repay the portion of the part Loan allocable to the Mortgaged Property encumbered by this Mortgage, and Mortgagee or Lenders have determined that its security for the Loan is materially impaired, Mortgagor shall immediately pay any remaining balance allocable to the Mortgaged Property, together with all accrued interest thereon. Application or release of the Demised Premises so taken bears to the total square footage Condemnation Proceeds as provided herein will not cure or waive any default or notice of the Demised Premises immediately prior default hereunder or under any other Loan Document or invalidate any act done pursuant to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)notice. Notwithstanding the foregoingabove, in provided that the event Condemnation Proceeds do not exceed $500,000 for the net condemnation award received by Landlord is insufficient to restore or rebuild Mortgaged Property, no Event of Default exists, and the structural portions taking has not materially impaired the value of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnationMortgaged Property, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyMortgagor may retain such Condemnation Proceeds.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Building or Premises, or such portion thereof as will make the Building or Premises shall be unusable in the reasonable judgment of Landlord for their intended purposes, is condemned or taken or acquired by any governmental authority for any public use or quasi-public authority under purpose, then in either of said events, Landlord or Tenant may terminate this Lease by written notice to the power other within thirty (30) days following the occurrence of such taking (or threat of eminent domainnotice thereof), for other than a temporary period, and the Lease Term hereby granted shall cease as of the day from that time when possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area thereof is taken by condemnation or right of eminent domainthe condemning authorities, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the upon such date when possession shall be is taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid condemning authorities, Base Rent shall forthwith be repaid by accounted for as between Landlord to Tenant. In the event Landlord does not elect to cancel and Tenant as of such date and this Lease shall terminate without fee or terminate this Agreement as provided abovepenalty and without further obligation of either party; provided, then however, that Tenant and Landlord shall rebuild remain liable for any liabilities or obligations accrued through the date of termination (or which otherwise expressly survive expiration or termination of the Lease pursuant to the terms hereof). If a portion of the Building or Premises is so taken and this Lease is not terminated pursuant to the immediately preceding sentence, Landlord shall restore the Demised Premises Building or Premises, as nearly as possible case may be, that remains to their condition immediately prior to any such taking an architecturally sound and usable unit, this Agreement Lease shall continue in full force and effect except that, during such restoration, and the Base Rent payable pursuant due hereunder shall be reduced pro rata in proportion to the terms amount of this Agreement the Premises, if any, so taken. Tenant shall have no right or claim to any part of any award made to, or received by, Landlord for such condemnation or taking, and all awards for such condemnation or taking shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears made solely to the total square footage of the Demised Premises immediately prior to such taking; providedLandlord. Tenant shall, however, in no event shall there be have the right to pursue any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which separate award that does not exceed reduce the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by to which Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyentitled.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises or the Building shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, then the term of this Lease Term shall cease as on the part so taken on the date possession of the day possession that part shall be taken by required for public use, and any Rent paid in advance of such public or quasi-public authoritydate shall be refunded to Tenant, and Landlord and Tenant shall pay Rent up each have the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Lease upon written notice to the other, which notice shall be delivered within thirty (30) days following the date possession notice is takenreceived of such taking. In the event that during neither party hereto shall terminate this Lease, Landlord shall, to the term of this Agreement extent the Demised Premises, or any part thereof, or more than % proceeds of the Real Property or condemnation award (other than any proceeds awarded for the value of any land taken) are available, make all necessary repairs to the Premises and the Building to render and restore the same to a complete architectural unit and Tenant shall continue in possession of the Common Area is portion of the Premises not taken by condemnation or right under the power of eminent domain, or by private purchase in lieu thereofunder the same terms and conditions as are herein provided, this Agreement except that the Rent reserved herein, ▇▇▇▇▇▇’s Share pursuant to Section 1(j) hereof and the term hereby granted parking spaces pursuant to Section l(o) hereof shall each be terminable at Landlord’s sole option and if Landlord reduced in direct proportion to the amount of the Premises so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanttaken. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any All damages awarded for such taking shall belong to and this Agreement shall continue be the property of Landlord, whether such damages be awarded as compensation for diminution in full force and effect except that, during such restoration, value of the Base Rent payable pursuant leasehold or to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage fee of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingPremises; provided, however, in no event Landlord shall there not be entitled to any abatement portion of the payment award made to Tenant for removal and reinstallation of any Operating Costs, provided further, however, trade fixtures or moving expenses. (b) In the Landlord’s obligations to restore or rebuild shall be limited to an amount event of a partial taking which does not exceed result in the proceeds obtained from termination of this Lease, Landlord shall promptly commence and diligently prosecute the restoration of the Premises as nearly as practicable to a complete unit of like quality and character as existed just prior to such taking taking. In such event, the Rent shall ▇▇▇▇▇ during the period of demolition and restoration to the extent the Premises are unusable, provided that Landlord receives an award therefor. (less expenses incurred in collecting the same). c) Notwithstanding the foregoingprovisions of Section 15 hereof, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to make a claim against the condemning authority (but not Landlord) for compensation for the unamortized cost of Tenant’s receipt improvements, alterations or additions made to the Premises at Tenant’s cost, such amortization to be computed on a straight line basis over the term of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised PremisesMortgaged Property, or any part thereof, shall be taken in condemnation proceedings or more than % by the exercise of the Real Property or of the Common Area is taken by condemnation or any right of eminent domaindomain or bona fide sale in lieu thereof (hereinafter collectively referred to as condemnation proceedings), Mortgagor and Mortgagee shall have the right to participate in any such condemnation proceedings and the award that may be made in any such condemnation proceedings or the proceeds thereof or the agreed upon compensation for damages sustained shall be applied by Mortgagee, in such order and amounts as Mortgagee, in its sole discretion, may elect, in reduction of the outstanding principal balance of the Note, all accrued and unpaid interest, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken any other sum due under and/or secured by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to TenantNote or this Mortgage, whether or not then due. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage whole of the part Mortgaged Property is taken and the amount of the Demised Premises so taken bears awards, proceeds or compensation received by Mortgagee is insufficient to pay the total square footage then unpaid principal balance of the Demised Premises immediately prior Note, together with all accrued and unpaid interest thereon, and all other sums then due to such taking; providedMortgagee from Mortgagor and TN, howeverMortgagor and/or TN shall, in no event shall there be any abatement within ten (10) days after the application of the payment award, proceeds or compensation as aforesaid, pay such deficiency to Mortgagee. In the event less than the whole of any Operating Coststhe Mortgaged Property is taken, provided furtherand the amount of the awards, however, proceeds or compensation received by Mortgagee is insufficient to reduce the Landlord’s obligations to restore or rebuild shall be limited outstanding balance of the Note to an amount which does not exceed the proceeds obtained from such taking equal to or less than eighty-five (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions 85%) percent of the Demised Premises appraised value of the Landlord shall have Mortgaged Property after the option taking determined by an appraisal of the Mortgaged Property by a qualified appraiser approved by Mortgagee, then Mortgagor and/or TN shall, within ten (10) days after Landlord’s receipt the application of the net condemnationaward, proceeds or compensation as aforesaid, pay to cancel and terminate this Agreement, and Tenant Mortgagee the amount necessary to reduce the outstanding balance of the Note to an amount equal to eighty-five (85%) percent of the appraised value of the Mortgaged Property after the taking. The cost of such appraisal shall be limited to consequential damages onlythe responsibility of Mortgagor.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Lessor. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessee’s operations on the Leased Premises and which are in lieu thereof, this Agreement furtherance of the purposes of the Redevelopment Act and the term hereby granted EDC Act (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessee without the payment of any Operating Costsrent other than as herein provided, provided further, howeverto the same extent as if such other improvements were specifically described herein and demised hereby). Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation, the Landlord’s obligations Lessee shall direct the Lessor in writing as to restore or rebuild shall be limited which of the ways specified in this Section 8 the Lessee elects to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the Indenture and applied to consequential damages onlythe repayment of the Bonds. The Lessor shall cooperate fully with the Lessee in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit the Lessee to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of the Lessee, which consent shall not be unreasonably withheld.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the event the whole or any substantial part of the Demised Premises Premises, Building, Project and/or Common Areas, as the case may be, and/or such part thereof as shall materially interfere with Tenant's use and occupation thereof, shall be taken or acquired by for any public or quasi-public authority under the purpose by any lawful power or threat authority by exercise of the right of appropriation, condemnation or eminent domain, for other than a temporary periodor is sold in lieu of or to prevent such taking, then Tenant shall have the right to terminate this Lease Term shall cease effective as of the day date possession is required to be surrendered to said authority. In the event the whole of the Premises, Building, Project, and/or Common Areas, as the case may be, or such part thereof as shall substantially interfere with Landlord's use and occupation thereof, or if any access points to adjoining streets, shall be taken by such for any public or quasi-public authoritypurpose by any lawful power or authority by exercise of the right of appropriation, and Tenant condemnation or eminent domain, or is sold in lieu of or to prevent such taking, then Landlord shall pay Rent up have the right to that date with an appropriate refund by Landlord terminate this Lease effective as of any rent which may have been paid in advance for any period subsequent to the date possession is takenrequired to be surrendered to said authority. Except as provided below, Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant in the Premises. Nothing contained in this Article XII shall be deemed to give Landlord any interest in any separate award made to Tenant for the taking of personal property and fixtures belonging to Tenant or for Tenant's moving expenses. In the event that during the term amount of this Agreement property or the Demised Premisestype of estate taken shall not materially interfere with the conduct of Tenant's business, or any part thereof, or more than % Landlord shall be entitled to the entire amount of the Real Property award without deduction for any estate or interest of Tenant, Landlord shall promptly proceed to restore the Common Area is taken by condemnation or right of eminent domainBuilding to substantially their same condition prior to such partial taking less the portion thereof lost in such condemnation, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned proportionately reduced by the time during which, and paid in full to that date and all prepaid Base Rent the portion of the Premises which, Tenant shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such have been deprived of possession on account of said taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect (A) LANDLORD agrees to promptly provide TENANT with copies of any notices of taking or other information that become available to LANDLORD regarding the potential loss of any portion of the PREMISES due to eminent domain:. A(B) Condemnation In the event of Demised Premises. If the whole or any substantial part of the Demised Premises shall be taken or acquired by taking for any public or quasi-public authority under use by exercise of the power or threat right of eminent domain, for other than a temporary period, domain or by deed in lieu thereof between LANDLORD and those having the authority to exercise such right (hereinafter called "Taking") of the whole of the PREMISES then this Lease Term and the term hereof shall cease and expire as of the day possession date of such Taking and the base rent under Section 5 and any additional rent and all other charges paid for a period after such Taking shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up refunded to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. TENANT within ten (10) calendar days. (C) In the event that during the term of this Agreement the Demised Premises, or any Taking of a substantial part thereof, or more than % of the Real Property PREMISES or in the event of a Taking so as to prevent or substantially prevent adequate access to or the intended use of PREMISES, then TENANT may elect to terminate this Lease by giving notice of termination to LANDLORD on or before the date which is ninety (90) days after receipt by TENANT of notice that the Taking or denial or diminishing of access or termination of the Common Area is taken by condemnation or right TENANT'S lease shall have occurred. Upon the date specified in such notice of eminent domain, or by private purchase in lieu thereof, termination this Agreement Lease and the term hereby granted hereof shall cease and expire, and the base rent under Section 5 and any additional rent and charges paid for a period after such date of termination shall be terminable at Landlord’s sole option and refunded to TENANT within ten (10) calendar days. (D) If this Lease be not terminated or if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord TENANT does not elect to cancel or terminate this Agreement Lease as provided above, aforesaid then Landlord the award or payment for the Taking shall rebuild be paid to and used by LANDLORD for restoration as hereinafter set forth and LANDLORD shall promptly commence and with due diligence continue to restore the Demised Premises PREMISES remaining after the Taking to substantially the same condition and tenantability as nearly as possible to their condition existed immediately prior to preceding the Taking. During the period of any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant base rent under Section 5, additional rent, and other charges shall be abated justly and equitably. Nothing herein contained shall be deemed or construed to prevent either LANDLORD or TENANT from enforcing and prosecuting a claim for the value of its respective interest in any condemnation proceedings. (E) TENANT'S right to recover damages in case of any Taking, shall not be affected, prejudiced, restricted or limited whether or not this Lease has been terminated because of such Taking or is subject to termination. Nothing herein contained shall prohibit TENANT (in addition to the terms foregoing) from interposing and prosecuting in any condemnation proceeding, independent of this Agreement shall any claim of LANDLORD, claims for which the TENANT may be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears entitled to recover. Furthermore, to the total square footage of extent that TENANT makes improvements to the Demised Premises immediately prior PREMISES, LANDLORD will provide reasonable assistance to such taking; provided, however, TENANT in no event shall there be seeking to recover damages for any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations loss due to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlya Taking.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the event the whole or any substantial part of the Demised Premises Premises, the Building or the Project shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than or sold to prevent the exercise thereof (collectively, a temporary period“Taking”), the this Lease Term shall cease automatically terminate as of the day possession date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord the earlier of any rent which may have been paid in advance for any period subsequent to the date of transfer of title resulting from such Taking or the date of transfer of possession is takenresulting from such Taking. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % a portion of the Real Property or Premises is so taken and this Lease is not terminated, Landlord shall, to the extent of proceeds paid to Landlord as a result of the Common Area is taken Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by condemnation or right of eminent domainLaw and covenants, or by private purchase in lieu thereofconditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and above-standard tenant improvements) to a complete, functioning unit. In such case, the Base Rent herein reserved shall be apportioned and paid in full to that date and reduced proportionately based on the portion of the Premises so taken. If all prepaid Base Rent or any portion of the Premises is the subject of a temporary Taking, this Lease shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand Tenant shall continue to perform each of its obligations under this Lease; in such case, during such restoration, Tenant shall be entitled to receive the Base Rent payable pursuant entire award allocable to the terms temporary Taking of this Agreement the Premises. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be equitably apportioned in entitled to receive the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment entire amount of any Operating Costsaward therefor, provided further, however, the Landlord’s obligations to restore without deduction for any estate or rebuild interest of Tenant. Nothing contained in this Paragraph 10 shall be limited deemed to an amount which does not exceed give Landlord any interest in, or prevent Tenant from seeking any award against the proceeds obtained condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from such taking (less expenses incurred in collecting the same)condemning authority. Notwithstanding the foregoing, This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking. This Lease sets forth the net condemnation award received by Landlord is insufficient to restore or rebuild terms and conditions upon which this Lease may terminate in the structural portions event of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlya Taking.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises or access thereto shall be taken taken, acquired or purchased by or through condemnation proceedings or any right of eminent domain or any other authority of law, the term of this Lease shall end as of the effective date of such taking. In addition, if any such condemnation or taking renders the Demised Premises untenantable for Tenant's business, Tenant shall have the right to terminate this Lease upon written notice to Landlord. Rent shall be apportioned as of the date of such termination. In the event the property taken, acquired or purchased by or through such condemnation proceedings consist only of land constituting parking spaces, accessways or driveways, the Term of this Lease shall not end if the Landlord can arrange reasonably similar substitute facilities within a reasonable time. In the event of any condemnation in which this Lease is not terminated, all rent shall be proportionately abated to reflect the rentable area of the Demised Premises remaining tenantable after such taking, and Landlord, at its sole cost and expense, shall promptly repair and restore the areas of the Demised Premises which are not affected by such taking to the extent practicable and necessary under the circumstances to render such unaffected area tenantable. (b) Landlord reserves to itself all rights to damages or compensation accruing on account of any such taking of the real property as aforesaid, or by reason of any act of any public or quasi-public authority under for which damages are payable. Nothing herein contained, however, shall deprive Tenant of its right to claim and recover, in any taking or other proceedings against the power or threat of eminent domaincondemning authority, for other than a temporary period, the Lease Term shall cease as its loss or damage to its fixtures or any improvements paid for by Tenant which have not become part of the day possession shall be taken by such public realty or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord for the cost of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore relocating from the Demised Premises as nearly as possible and all other losses and costs (including loss of business) incident to their condition immediately prior to any such taking and this Agreement shall continue or in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage consequence of the part closing or rebuilding of the Demised Premises so taken bears or the removal therefrom or rearrangement thereof, provided, however, that no provisions herein allowing Tenant to make a claim for a separate award shall in any way diminish the total square footage award to Landlord for the full value of the Demised Premises immediately prior to such taking; providedand the Land and Building of which they are a part, however, in no event shall there be any abatement of the payment without deduction therefrom of any Operating Costs, provided further, however, the Landlord’s obligations value which may be attributable to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate Tenant's leasehold estate under this Agreement, and Tenant shall be limited to consequential damages onlylease.

Eminent Domain. With respect If, prior to eminent domain: Athe Close of Escrow, (i) Condemnation all or substantially all (or so much thereof so as to substantially and materially interfere with the operation of Demised Premises. If the whole Hotel) of the Real Property, (ii) any portion of the parking areas on the Real Property which results in there being insufficient parking for the operation of the Hotel as established by applicable governmental codes and regulations, or (iii) any access-way to the Real Property or any substantial part of the Demised Premises shall be building with guest rooms is taken by condemnation or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary periodat the election of Purchaser this Agreement shall, upon the Lease Term shall cease as giving of Notice of such event or of the day possession condemning authorities’ intention so to take the Real Property, terminate, and Purchaser shall receive a full and prompt refund of all sums deposited by them with Escrow Holder and/or Seller. If, prior to the Close of Escrow, less than all or substantially all of the Real Property shall be taken by such public condemnation or quasi-public authorityeminent domain, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord then, if any of any rent which may have been paid the foregoing, in advance for any period subsequent to Purchaser’s reasonable opinion, materially impairs the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % value of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided aboveany significant interest therein, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Purchaser shall have the option within days after Landlord’s receipt to (A) accept title to the Real Property subject to such taking, in which event at the Close of Escrow all of the net condemnation, proceeds of any award or payment made or to cancel and terminate this Agreementbe made by reason of such taking shall be assigned by Seller to Purchaser, and Tenant any money theretofore received by Seller in connection with such taking shall be limited paid over to consequential damages onlyPurchaser, whereupon Purchaser shall pay the Purchase Price without abatement by reason of such taking, or (B) receive a full and prompt refund of all sums deposited by Purchaser with Escrow Holder and/or Seller. Seller shall not settle, agree to, or accept any award or payment in connection with a taking of less than all of the Real Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld or delayed.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part In case all of the Demised Premises Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken or acquired by for any public or quasi-public authority under the purpose by any lawful power or threat authority by exercise of the right of appropriation, condemnation or eminent domain, for other than a temporary periodor sold to prevent such taking, either party shall have the right to terminate this Lease Term shall cease effective as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is takenrequired to be surrendered to said authority by giving thirty (30) days written notice to the other party. The Annual Basic Rent shall be prorated to the termination date. If this Lease continues in force upon such partial taking, the Annual Basic Rent and Tenant's Proportionate Share shall be equitably adjusted according to the remaining Rentable Area of the Premises and Project. Landlord shall restore the Premises to substantially their same condition prior to such partial taking, (except with respect to property originally installed at Tenant's sole cost and expense) and a proportionate allowance shall be made to Tenant for the Rental corresponding to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. In the event that during the term of this Agreement the Demised Premisesany taking, partial or any part thereofwhole, or more than % all of the Real Property proceeds of any award, judgment or settlement payable by the condemning authority shall be the exclusive property of Landlord, and Tenant hereby assigns to landlord all of its right, title and interest in any award, judgment or settlement from such condemning authority. Tenant, however, shall have the right, to the extent that the right shall not reduce or prejudice Landlord's award, to claim from the condemning authority, but not from Landlord, such compensation as may be recoverable by Tenant in its own right for relocation expenses and damage to Tenant's personal property. (b) No temporary taking of the Common Area is taken Premises and/or of Tenant's rights therein or under this Lease shall terminate this Lease or give Tenant any right to abatement of Rental hereunder, any award made to Tenant by condemnation or right reason of eminent domain, or by private purchase in lieu thereof, this Agreement any such temporary taking shall belong entirely to Tenant and the term hereby granted Landlord shall not be entitled to share therein. A temporary taking shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on deemed to be taking of the date when possession shall be taken by use or occupancy of the condemnor and the Base Rent herein reserved shall be apportioned and paid in full Premises for a period of not to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. exceed one hundred eighty (180) days. (c) In the event there shall be a taking of the parking area such that Landlord does not elect can no longer comply with the terms of this Lease, Landlord may substitute therefor reasonably equivalent parking in a location reasonably close to cancel or the Premises; provided that if landlord fails to make such substitution within one hundred eighty (180) days following such taking. Tenant may, at its option, terminate this Agreement as provided aboveLease by notice to Landlord. If this Lease is not so terminated by Tenant, then Landlord there shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to be no reduction, change or abatement of any such taking Rental or other charge payable by Tenant hereunder and this Agreement Lease shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyeffect.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises Building shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, then the Term of this Lease Term shall cease as on the part so taken on the date possession of the day possession that part shall be taken by required for public use, and any Rent paid in advance of such public or quasi-public authoritydate shall be refunded to Tenant, and Landlord and Tenant shall pay Rent up each have the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Lease upon written notice to the other, which notice shall be delivered within thirty (30) days following the date possession notice is takenreceived of such taking. In the event that during neither party hereto shall terminate this Lease, Landlord shall, to the term of this Agreement extent the Demised Premises, or any part thereof, or more than % proceeds of the Real Property or condemnation award (other than any proceeds awarded for the value of any land taken) are available, make all necessary repairs to the Building to render and restore the same to a complete architectural unit and Tenant shall continue in possession of the Common Area is portion of the Premises not taken by condemnation or right under the power of eminent domain, or by private purchase in lieu thereofunder the same terms and conditions as are herein provided, this Agreement and except that the term hereby granted Rent reserved herein, Tenant’s Share pursuant to Section 1 (k) hereof shall be terminable at Landlord’s sole option and if Landlord reduced in direct proportion to the amount of the Premises so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanttaken. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any All damages awarded for such taking shall belong to and this Agreement shall continue be the property of Landlord, whether such damages be awarded as compensation for diminution in full force and effect except that, during such restoration, value of the Base Rent payable pursuant leasehold or to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage fee of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingPremises; provided, however, in no event Landlord shall there not be entitled to any abatement portion of the payment award made to Tenant for loss of any Operating Costsbusiness, provided further, however, removal and reinstallation of trade fixtures or moving expenses. (b) In the Landlord’s obligations to restore or rebuild shall be limited to an amount event of a partial taking which does not exceed result in the proceeds obtained from termination of this Lease, Landlord shall promptly commence and diligently prosecute the restoration of the Premises as nearly as practicable to a complete unit of like quality and character as existed just prior to such taking taking. In such event, the Rent shall ▇▇▇▇▇ during the period of demolition and restoration to the extent the Premises are unusable, provided that Landlord receives an award therefor. (less expenses incurred in collecting the same). c) Notwithstanding the foregoingprovisions of Section 15 hereof, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to make a claim against the condemning authority (but not Landlord) for compensation for the unamortized cost of Tenant’s receipt improvements, alterations or additions made to the Premises at Tenant’s cost, such amortization to be computed on a straight line basis over the Term of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease.

Eminent Domain. With respect (a) If a Property, or such material portion thereof as to eminent domain: A) Condemnation render the balance unsuitable for the operation of Demised Premises. If the whole or any substantial part of the Demised Premises such Property by Tenant as required under this Lease, shall be taken or acquired by (excluding a taking of the fee interest in such Property if, after such taking, Tenant’s rights under this Lease are not affected and no rights of any Permitted Leasehold Mortgagee are affected) for any public or quasi-public authority under purpose by any Governmental Authority by the power exercise of the right of condemnation or threat of eminent domaindomain or by agreement among Landlord, for other than a temporary periodTenant, the Permitted Leasehold Mortgagee and those authorized to exercise any such right, then this Lease Term shall cease terminate with respect to such Property as of the effective date of such taking. In such event, the actual amount of the award paid in connection with or arising from the acquisition or other taking of such Property or any portion of thereof by any such authority, less all reasonable out-of-pocket expenses incurred by Landlord, Tenant or the Permitted Leasehold Mortgagee in connection with obtaining such award, including, without limitation, all reasonable attorneys’ fees and disbursements incurred in connection therewith (the “NET CONDEMNATION AWARD”) shall be apportioned between Landlord and Tenant as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to the vesting of title in such authority as follows: (i) First, Landlord shall receive the then fair market value of the Property so taken or condemned considered as vacant, unimproved, and unencumbered, but subject to this Lease and including the Landlord’s reversionary interest in the Project at the end of the Term; and (ii) Second, Tenant shall be entitled to the then fair market value of Tenant’s interest under this Lease in such Property and Tenant’s leasehold estate so taken or condemned (subject, however, to the rights of any Permitted Leasehold Mortgagees therein). (b) If this Lease does not terminate with respect to the affected Property due to such taking and this Agreement or condemnation, (i) Tenant shall continue in full force and effect except thatbe entitled to the entire award to the extent required, during such restoration, the Base Rent payable pursuant to the terms of this Agreement Lease, for the restoration of the remaining portion of such Property, and (ii) out of the portion of the award not applied to restoration, the award shall be equitably apportioned distributed to Landlord and (subject to the rights of any Permitted Leasehold Mortgagee) Tenant, which (A) as to Landlord, shall be in the same proportion that as the square footage of the part of the Demised Premises so taken loss attributable to such Property, considered as set forth in Section 11.2(a)(i), bears to the total square footage sum of the Demised Premises immediately prior loss attributable to such taking; providedProperty and Tenant’s leasehold estate in such Property and (B) as to Tenant, however, shall be in no event shall there be any abatement the same proportion as the loss attributable to Tenant’s leasehold estate bears to the sum of the payment loss attributable to such Property and Tenant’s leasehold estate in such Property. If this Lease does not terminate due to such taking or condemnation, then Tenant shall commence such restoration within one hundred eighty (180) days after receipt of any Operating Coststhe Net Condemnation Award and, provided furtherthereafter proceed with due diligence to restore the remaining portion of such Property and the Project to complete, howeverindependent and self-contained architectural units in accordance with plans and specifications approved by Landlord, which approval shall not be unreasonably withheld or delayed. If in connection with a taking the award is in excess of $3,000,000, adjusted for inflation, then the award shall be deposited with the Permitted Leasehold Mortgagee or, if none, with a Lending Institution pursuant to a mutually acceptable trust agreement. Except as may otherwise be required by a Permitted Leasehold Mortgagee, if such funds are less than or equal to $3,000,000, adjusted for inflation, the Landlord’s obligations to restore or rebuild same shall be limited paid directly to an amount which does not exceed Tenant to be applied as provided herein. Provided Tenant is conducting the proceeds obtained condemnation restoration in accordance with this Lease and the Permitted Leasehold Mortgage, the Permitted Leasehold Mortgagee or Lending Institution shall disburse the funds to Tenant from such taking (less expenses incurred time to time upon receipt of a request from Tenant to cover amounts due to contractors, subcontractors, materialmen, engineers, architects or other Persons who have rendered services or furnished materials in collecting connection with the same)condemnation restoration. Notwithstanding If the foregoing, in the event the net condemnation award received by Landlord Net Condemnation Award is insufficient to restore or rebuild pay for the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnationrestoration, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyresponsible for the remaining cost and expense.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole entire Premises, or any substantial such part of thereof, as, in the Demised Premises Landlord’s judgment, renders the remainder unsuitable for Tenant’s continued use, shall be taken in appropriate proceedings or acquired by any public or quasi-public authority under the power or threat rights of eminent domain, then this Lease shall terminate and be utterly void from the time when possession thereof is required for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authorityuse, and such taking shall not operate as or be deemed an eviction of Tenant or a breach of Landlord’s covenant for quiet enjoyment; but Tenant shall pay Rent all rent due, and perform and observe all other covenants hereof, up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date time when possession is takenrequired for public use. In However, if only a part of said Premises shall be so taken and in the event that parties’ mutual judgment the Premises remain suitable for Tenant’s continued use, and if two (2) years or more of the Term hereof then remains unexpired, and if the remaining Premises can be substantially restored within sixty (60) calendar days, then this Lease shall not be terminated. Landlord will, at its expense, restore the Premises. The rent payable by the Tenant during the term period of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted restoration shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken reduced by the condemnor and apportioned amount. After such restoration, the Base Rent rent herein reserved shall be apportioned paid by Tenant as herein provided during the remainder of the Term hereof abated by the percentage that the fair market value of the Premises, attributable solely to the land and paid in full to that improvements, has been reduced because of such taking. Said market value immediately before and after such taking shall be determined by agreement of the parties or, failing agreement of the parties, within thirty (30) calendar days of the effective date of such taking, by a local independent fee appraiser selected by mutual agreement of Landlord and all prepaid Base Rent Tenant, which appraiser’s decision will be final and binding on the parties. The cost of such appraiser shall forthwith be repaid borne equally by Landlord to and Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right at its sole cost and expense to assert a separate claim or join in Landlord’s receipt claim in any condemnation proceeding for its personal property, its improvements, loss of value in its leasehold estate, moving expenses, or any other claims it may have. Any dispute which arises under this Article regarding the usability of the net condemnation, to cancel Premises after a taking and terminate this Agreement, and Tenant reasonable rent shall be limited settled by arbitration pursuant and to consequential damages onlythe provisions of Article 28.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises or the Project or so much thereof as to render the balance unusable by Tenant shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase is sold, transferred or conveyed in lieu thereof, this Agreement and Lease shall automatically terminate as of the term hereby granted shall be terminable date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession option. No award for any partial or entire taking shall be taken by the condemnor apportioned, and the Base Rent herein reserved shall Tenant hereby assigns to Landlord any award which may be apportioned and paid made in full to that date such taking or condemnation, together with any and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel rights of Tenant now or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue hereafter arising in full force and effect except that, during such restoration, the Base Rent payable pursuant or to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the same or any part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingthereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in no event shall there be or to require Tenant to assign to Landlord any abatement award made to Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by ▇▇▇▇▇▇ at the expiration of the payment Term hereof as provided hereunder or for the interruption of, or damage to, ▇▇▇▇▇▇’s business. In the event of any Operating Costsa partial taking described in this Article 18, provided furtheror a sale, howevertransfer or conveyance in lieu thereof, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed result in a termination of this Lease, the proceeds obtained from rent shall be apportioned according to the ratio that the part of the Premises remaining useable by Tenant bears to the total area of the Premises. Any governmental action requiring businesses to close temporarily shall not be considered a condemnation or eminent domain hereunder, and any governmental action for the purpose of protecting public safety (e.g., to protect against acts of war, the spread of communicable diseases, or an infestation) shall not be considered a temporary taking for “public use” entitling Tenant to any government compensation, rental abatement or other remedy. Tenant, hereby irrevocably waives and releases its rights under any present Law that purports to govern the rights of Landlord and Tenant in such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, circumstances in the event absence of express agreement is hereby waived by the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord parties and shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyno application.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. A. If the whole or any substantial part Tenant's use and beneficial enjoyment of the Demised Premises for the Use, is materially affected due to the taking by condemnation or eminent domain of the Demised Premises or any part thereof or any estate therein, then, in that event, this Lease shall terminate on the date when title vests pursuant to such taking. The Rent shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease apportioned as of the day possession shall be taken by such public or quasi-public authority, said termination date and Tenant shall pay any Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent beyond said date shall be promptly repaid to Tenant. Tenant may file a separate claim for any taking of fixtures and improvements owned by Tenant which have not become the date possession is takenLandlord's property, and for moving expenses. In the event that during the term of this Agreement a partial taking which does not materially affect Tenant's use and beneficial enjoyment of the Demised PremisesPremises for its Use, Landlord shall rebuild, repair and restore the Demised Premises as provided in Section 9.03 B and there shall either be an abatement or any part thereof, or more than % an equitable reduction of the Real Property or of Fixed Rent and Additional Rent, depending on the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement period for which and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord extent to which the Demised Premises so terminates then this Agreement shall expire on taken are not reasonably usable for the date when possession shall be taken by purposes the condemnor and Demised Premises were used immediately prior to the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. taking. B. In the event of any taking as aforesaid, Landlord does not may elect to cancel rebuild, repair or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as reasonably possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately same specifications as existed prior to such taking; provided, however, that in no the event of a taking prior to the Commencement Date, Landlord shall there be any abatement rebuild, repair or restore the Demised Premises as herein provided. Upon completion of the payment rebuilding, repair or restoration to a complete architectural unit, an officer of Landlord shall notify Tenant that all rebuilding, repair or restoration work has been completed in accordance with the provisions of this Section 9.03. Tenant shall be entitled to an abatement or equitable reduction in Rent from the date of the taking until the earlier of (i) thirty (30) days after Landlord's notice to Tenant that the work has been completed as aforesaid, or (ii) Tenant's reoccupancy of the Demised Premises or portion thereof affected by the taking. . C. Landlord shall receive the entire amount of any Operating Costs, provided further, however, condemnation award for the value of the Demised Premises and nothing in this Article shall be deemed the Landlord’s obligations 's surrender of any rights to restore compensation for the condemnation of all or rebuild a part of the Demised Premises. Landlord's compensation shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net said condemnation award received by Landlord is insufficient to restore or rebuild for the structural portions value of the Demised Premises Premises. Any award for the Landlord shall have the option within days after Landlord’s receipt value of the net condemnationleasehold or Tenant's business, fixtures or equipment shall belong to cancel Tenant. D. It is expressly understood and terminate agreed that the provisions of this Agreement, and Tenant Article shall not be applicable to any condemnation or taking for governmental occupancy for a limited period except the Rent shall be limited to consequential damages onlyappropriately and equitably abated during such time.

Eminent Domain. With respect If title to eminent domain: A) Condemnation of Demised Premises. If or the whole or any substantial part temporary use of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Leased Premises, or any part thereof, shall be taken under the exercise or the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, any net proceeds received from any award made in such eminent domain proceedings (after payment of expenses incurred in such collection) shall be paid to and held by the Trustee under the Indenture. Such proceeds shall be applied in one or more than % of the Real Property or following ways: (a) The restoration of the Common Area is taken by condemnation or right Leased Premises to substantially the same condition as it existed prior to the exercise of that power of eminent domain, or (b) The acquisition, by construction or by private purchase otherwise, of other improvements suitable for the Lessees’ operations on the Leased Premises and which are in lieu thereof, this Agreement and furtherance of the term hereby granted purposes of the Act (the improvements shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the deemed a part of the Demised Leased Premises so taken bears to and available for use and occupancy by the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of Lessees without the payment of any Operating Costsrent other than as herein provided, provided further, however, to the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from same extent as if such taking (less expenses incurred in collecting the sameother improvements were specifically described herein and demised hereby). Notwithstanding Within ninety (90) days from the foregoingdate of entry of a final order in any eminent domain proceedings granting condemnation, MS Westfield shall direct the Lessor and the Trustee in writing as to which of the event ways specified in this Section MS Westfield elects to have the net proceeds of the condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt applied. Any balance of the net condemnation, proceeds of the award in such eminent domain proceedings not required to cancel and terminate this Agreement, and Tenant be applied for the purposes specified in subsections (a) or (b) above shall be limited deposited in the sinking fund held by the Trustee under the Indenture and applied to consequential damages onlythe repayment of the Bonds. The Lessor shall cooperate fully with MS Westfield in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof and will to the extent it may lawfully do so permit MS Westfield to litigate in any such proceedings in its own name or in the name and on behalf of the Lessor. In no event will the Lessor voluntarily settle or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises or any part thereof without the written consent of MS Westfield, which consent shall not be unreasonably withheld.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Leased Premises shall be taken or acquired by any public authority by the exercise, or quasi-public authority under the threat of the exercise, of the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day the right to possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent rent up to that date with an appropriate refund by Landlord of any such rent which as may have been paid in advance for any period subsequent to the date the right of possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more If less than % all of the Real Property or Floor Area of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted Leased Premises shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement taken, the Lease Term shall expire cease only on the date when parts so taken as of the day the right to possession shall be taken by the condemnor such public authority, and the Base Rent herein reserved Tenant shall be apportioned and paid in full pay rent up to that date with appropriate refund by Landlord of such rent as may have been paid in advance for any period subsequent to the date the right to possession is taken and all prepaid Base thereafter the Fixed Minimum Rent shall forthwith be repaid equitably adjusted. Landlord shall, at its expense, make all necessary repairs or alterations to the basic building and exterior work so as to constitute the remaining premises a complete architectural unit, provided that Landlord shall not be obligated to undertake any such repairs and alterations if the cost thereof exceeds the award received by Landlord. If the Floor Area of the Leased Premises so taken leaves space no longer suitable for the use set forth in Section 1.1, then the Lease Term shall cease and Tenant shall pay rent up to the date the right to possession is taken, with an appropriate refund by Landlord of such rent as may have been paid in advance for any period subsequent to Tenantthe date of the taking of the right to possession. If more than Twenty Five Percent (25%) of the Floor Area of the building in which the Leased Premises are located, or more than Twenty Five Percent (25%) of the aggregate Floor Area of all buildings in the Shopping Center, shall be taken by the exercise, or under the threat of the exercise, of the power of eminent domain, Landlord may, by notice in writing to Tenant delivered on or before the day of surrendering the right to possession to the public authority, terminate this Lease and rent shall be paid or refunded as of the date of termination. In the event Landlord does not elect fifty percent (50%) of the Shopping Center is lost due to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant taking significantly impairs Tenant’s ability to the terms of this Agreement shall be equitably apportioned do business in the proportion that Leased Premises, Tenant shall have the square footage right to terminate this Lease by sending a written notice (“Termination Notice”) to Landlord setting forth the grounds for such termination and setting a date for such termination (“Termination Date”) at least ninety (90) days prior to such Termination Date. All compensation awarded for any taking under the power of eminent domain, whether for the whole or a part of the Demised Premises so taken bears Leased Premises, shall be the property of Landlord, whether such damages shall be awarded as compensation for diminution in the value of the leasehold or to the total square footage fee of the Demised Leased Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreementotherwise, and Tenant shall be limited hereby assigns to consequential damages onlyLandlord all of Tenant’s right, title and interest in and to any and all such compensation.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part portion of the Demised Leased Premises shall be is taken or acquired by for any public or quasi-public authority use under the power governmental law, ordinance or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premisesregulation, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement thereof and the term hereby granted taking prevents or materially interferes with the use of the Leased Premises for the purpose for which it was leased to Tenant or causes the Leased Premises to not comply with Applicable Laws, then within ten (10) days after such taking Landlord shall notify Tenant as to whether or not Landlord will reconstitute the Leased Premises such that it once again complies with Applicable Laws or replicate the Leased Premises to substantially the condition it was in prior to such taking, as applicable, within one hundred fifty (150) days after such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Leased Premises, as applicable, or otherwise fails to complete the reconstitution or replication within one hundred fifty (150) days after such taking, then this Lease shall terminate and the Rent shall be terminable at Landlord’s sole option and if Landlord so terminates then abated during the unexpired portion of this Agreement shall expire on Lease, effective as of the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenantof such taking. In the event Landlord any taking does not elect to cancel or terminate materially interfere with the use of the Leased Premises for the purposes for which it was used by Tenant, this Agreement as provided aboveLease shall not terminate, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, but the Base Rent payable pursuant hereunder during the unexpired portion of this Lease shall be reduced based upon the percentage reduction of the square feet in the Building caused by the taking or as is otherwise fair and reasonable under all of the circumstances. Rent will not otherwise be reduced or abated. (b) The provisions of this Article 16 shall only apply to the terms of this Agreement Improvements, and in no event shall Landlord be obligated to reconstruct any improvements constructed by Tenant. (c) Landlord shall be equitably apportioned entitled to receive the entire price or award from any such sale, taking or condemnation, whether applicable to the Land, Building, or other real estate interests. Tenant hereby assigns all its interest in such award to Landlord and Tenant waives any right Tenant has or may have under present or future law to receive any award of damages for its interest in the proportion that the square footage of the part of the Demised Leased Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingor this Lease; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord that Tenant shall have the option within days after right to separately claim and receive any award which may be allowed to Tenant for Tenant's trade fixtures, loss of business and moving expenses, provided the same do not reduce Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only's award.

Eminent Domain. With respect to eminent domain: A18.1 If more than thirty percent (30%) Condemnation of Demised Premises. If the whole or any substantial part floor area of the Demised Premises shall should be taken or acquired by for any public or quasi-public authority use under the power any governmental law, ordinance or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken regulation or by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, domain or by private purchase in lieu thereof, this Agreement lease shall terminate and the term hereby granted rent shall be terminable at Landlord’s sole option and if Landlord so terminates then abated during the unexpired portion of this Agreement shall expire lease, effective on the date when physical possession shall be is taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage condemning authority. 18.2 If less than thirty percent (30%) of the part floor area of the Demised Premises so should be taken bears as aforesaid, this lease shall not terminate; however, the minimum guaranteed rental payable hereunder during the unexpired portion of this lease shall be reduced in proportion to the total square footage area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations to the remaining premises or, if an exhibit describing Landlord's Work is attached to this lease, all necessary repairs within the scope of Landlord's Work as described in such exhibit, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole, but in no event shall Landlord be required to expend an amount greater than the award actually received by Landlord in connection with such taking. 18.3 If any part of the Common Area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Industrial Complex shall be less than seventy percent (70%) of the area of the Common Area immediately prior to the taking. Any election to terminate this lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. 18.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such takingaward to Landlord; provided, however, Landlord shall have no interest in no event shall there be any abatement award made to Tenant for Tenant's moving and relocation expenses or for the loss of Tenant's fixtures and other tangible personal property if a separate award for such items is made to Tenant as long as such separate award does not reduce the amount of the payment of any Operating Costs, provided further, however, the award that would otherwise be awarded to Landlord’s obligations to restore or rebuild . 18.5 The rights contained in this Article 18 shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, Tenant's sole and exclusive remedy in the event of a taking or condemnation. Each party waives the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions provisions of Sections 1265.130 and 1265.150 of the Demised Premises California Code of Civil Procedure and the provisions of any successor or other law of like import. 18.6 Notwithstanding anything to the contrary, Landlord shall have the option within days after Landlord’s receipt may terminate this lease with no further liability to Tenant if (i) fifty percent (50%) or more of the net condemnationgross leasable area of the Industrial Complex is taken or (ii) if following any taking, Landlord's mortgagee elects to cancel and terminate this Agreement, and Tenant shall be limited require Landlord to consequential damages onlyapply all or a portion of such award to the outstanding indebtedness.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If In the whole event the entire premises or any substantial part of the Demised Premises thereof shall be taken or acquired by condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority under the power in appropriation proceedings or threat by any right of eminent domain, the entire compensation or award therefore, including leasehold, reversion and fee, shall belong to the Landlord and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to such award. (b) In the event that only a portion of the Premises, not exceeding twenty percent (20%) of same, shall be so taken or condemned, and the portion of the Premises not taken can be repaired within ninety (90) days from the date of which possession is taken for other than a temporary periodthe public use so as to be commercially fit for the operation of Tenant's business, the Lease Term Landlord at its own expense shall cease as so repair the portion of the day Premises not taken and there shall be an equitable abatement of rent for the remainder of the term and/or extended terms. The entire award paid on account thereof shall be paid to the Landlord. If the portion of the Premises not taken cannot be repaired within ninety (90) days from the date of which possession is taken so as to be commercially fit for the operation of Tenant's business, then this Lease shall terminate and become null and void from the time possession of the portion taken is required for public use, and from that date on the parties hereto shall be released from all further obligations hereunder except as herein stated and Tenant shall have no claim for any compensation on account of its leasehold interest. No other taking, appropriation or condemnation shall cause this Lease to be terminated. Any such appropriation or condemnation proceedings shall not operate as or be deemed an eviction of Tenant or a breach of Landlord's covenant of quiet enjoyment and Tenant shall have no claim for any compensation on account of its leasehold interest. (c) In the event that more than twenty percent (20%) of the Premises shall at any time be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, use or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of condemned under eminent domain, then at the option of the Landlord or by private purchase in lieu thereofTenant upon the giving of thirty (30) days written notice (after such taking or condemnation), this Agreement Lease shall terminate and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on as of the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any of such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement any prepaid rental shall be equitably apportioned in the proportion that the square footage prorated as of the part effective date of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlytermination.

Eminent Domain. With If an eminent domain or condemnation proceeding is commenced with respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Leased Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement Lease, the Demised Premises, following provisions shall apply: A. If a public or any part thereof, private body with the power of eminent domain or more than % condemnation (“Condemning Authority”) acquires all of the Real Property Leased Premises through the exercise of its power of eminent domain or of the Common Area is taken by condemnation or right as a result of eminent domain, or by private purchase a sale in lieu thereof, this Agreement Lease shall cease and terminate as of the term hereby granted shall be terminable at Landlord’s sole option date the Condemning Authority acquires possession. B. If a Condemning Authority acquires only a part of the Leased Premises, and if Landlord such acquisition materially affects the Leased Premises so terminates as to render the Leased Premises unsuitable for the business of Tenant, in the absolute discretion of Tenant, then this Agreement Lease shall expire on cease and terminate as of the date when possession shall be taken by the condemnor Condemning Authority acquires possession. C. If a Condemning Authority acquires only a part of the Leased Premises and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord such acquisition does not elect to cancel or terminate render the Leased Premises unsuitable for the business of the Tenant in the absolute discretion of Tenant, this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement Lease shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant effect. D. Landlord shall be entitled to the terms award paid in any condemnation acquisition under power of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore eminent domain or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred of a sale in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreementlieu thereof, and Tenant shall not receive any portion of such award. E. Although all damages in the event of any condemnation shall belong to Landlord whether such damages are awarded as compensation for diminution in value of the leasehold or to the fee of the Leased Premises, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be limited separately awarded or recoverable by ▇▇▇▇▇▇, in ▇▇▇▇▇▇’s own right on account of any and all damage to consequential damages onlyTenant by reason of the condemnation and for or on account of any cost or loss to Tenant.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. 21.01 If the whole of the Building shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the Term and estate hereby granted shall forthwith terminate as of the date of vesting of title in such taking (which date is hereinafter also referred to as the “date of the taking”), and the Fixed Rent and Additional Rent due hereunder shall be prorated and adjusted as of such date. 21.02 If only a part of the Building shall be so taken, this Lease shall be unaffected by such taking, except that Tenant may elect to terminate this Lease in the event of a partial taking, only if the remaining area of the Demised Premises shall not be reasonably sufficient for Tenant, in Tenant’s judgment exercised reasonably, to continue feasible operation of its business or access to the Demised Premises is impeded by a taking. If on the date of the taking Tenant rents other space in the Building and the taking affects such other space and Tenant terminates its lease as to said other space, Tenant may simultaneously terminate this Lease. Tenant shall give notice of such election to Landlord not later than thirty (30) days after (i) notice of such talking is given by Landlord to Tenant, or (ii) the date of such talking, whichever occurs sooner. Upon the giving of such notice by Tenant this Lease shall terminate on the date of such talking and the Fixed Rent and Additional Rent due hereunder shall be prorated as of such termination date. Upon such partial taking and this Lease continuing in force as to any part of the Demised Premises, the rents apportioned to the part taken shall be prorated and adjusted as of the date of taking and from such date the Fixed Rent for the Demised Premises and Additional Rent shall be payable pursuant to Article 4 according to the rentable area remaining. 21.03 Landlord shall be entitled to receive the entire award in any proceeding with respect to any taking provided for in this Article without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall receive no part of such award, except as hereinafter expressly provided in this Article. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award. Notwithstanding anything herein to the contrary, Tenant may, at its sole cost and expense, make a claim with the condemning authority for Tenant’s moving expenses, the value of Tenant’s fixtures or Tenant’s Changes which would not become part of the Building or property of the Landlord upon the expiration or sooner termination of the Term of this Lease, provided however that Landlord’s award is not thereby reduced or otherwise adversely affected. 21.04 If the temporary use or occupancy of or access to all or any substantial part of the Demised Premises shall be lawfully taken by condemnation or acquired by in any other manner for any public or quasi-quasi- public authority under use or purpose during the power or threat Term of eminent domainthis Lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award for such taking which represents compensation for the use and occupancy of the Demised Premises and, if so awarded, for other than a temporary periodthe taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the Lease Term shall cease as cost of restoration of the day possession Demised Premises. This Lease shall be taken and remain unaffected by such public or quasi-public authority, taking and Tenant shall continue to be responsible for all its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent up to and Additional Rent when due. If the period of temporary use of occupancy shall extend beyond the Expiration Date, that date with an appropriate refund by part of the award which represents compensation for the use or occupancy of the Demised Premises (of a part thereof) shall be divided between Landlord of any rent which may have been paid in advance for any and Tenant so that Landlord shall receive so much thereof as represents the period subsequent to the Expiration Date. All moneys received by Landlord as, or as part of, an award for temporary use and occupancy for the period beyond the date possession is taken. In to which the rents hereunder have been paid by Tenant, but prior to the Expiration Date, shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Rent due hereunder. 21.05 Subject to Tenant’s right to terminate under this Article, in the event that during of any taking of less than the term whole of the Building which does not result in a termination of this Agreement the Demised PremisesLease, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel of a taking for a temporary use of occupancy of all or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears which does not extend beyond the Expiration Date, Landlord, at its expense, and to the total square footage extent any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair, alter and restore the remaining parts of the Building and the Demised Premises to substantially a building standard condition to the extent that the same may be feasible and so as to constitute a complete and tenantable Building and Demised Premises. 21.06 Should any part of the Demised Premises immediately prior be taken to effect compliance with any law or requirement of public authority other than in the manner hereinabove provided in this Article, then (i) if such taking; providedcompliance is the obligation of Tenant under this Lease, however, in no event Tenant shall there not be entitled to any diminution or abatement of rents or other compensation from Landlord therefor, but (ii) if such compliance is the payment obligation of any Operating Costs, provided further, howeverLandlord under this Lease, the Landlord’s obligations to restore or rebuild Fixed Rent hereunder shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, reduced and Additional Rents under Article 4 shall be adjusted in the event same manner as is provided in Section 21.02 according to the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions reduction in rentable area of the Demised Premises resulting from such taking. 21.07 Any dispute which may arise between the Landlord shall have parties with respect to the option within days after Landlord’s receipt meaning or application of any of the net condemnation, to cancel and terminate provisions of this Agreement, and Tenant Article shall be limited to consequential damages onlydetermined by arbitration in the manner provided in Article 34.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises Property is taken or condemned by any competent public authority for any public use or purpose, the term of this Lease shall end upon the earlier to occur of the date when the possession of the part so taken shall be taken required for such use or acquired by any purpose or the vesting of title in such public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term authority. Rent shall cease be apportioned as of the day possession date of such termination. Any award arising from the condemnation of any portion of the Property or the settlement thereof shall belong to and be paid to Landlord. However, Tenant may file a separate claim at Tenant’s sole cost and expense for (i) leasehold improvements installed at Tenant’s expense or other property owned by Tenant, and (ii) reasonable costs of moving by Tenant to another location in Alameda County or surrounding areas within the San Francisco Bay Area. In all events, Landlord shall be taken solely entitled to any award with respect to the real property, including the bonus value of the leasehold. (b) If there is a partial taking of the Property by such eminent domain which is not a substantial part of the Property and the Premises remain reasonably suitable for continued use and occupancy by Tenant for the purposes referred to in Paragraph 8, Landlord shall complete any necessary repairs in a diligent manner and this Lease shall remain in full force and effect with a just and proportionate abatement of the Monthly Base Rent and Additional Rent, based on the extent to which Tenant’s use of the Premises is completely impaired thereafter (subject to subparagraph (c) below). If after a partial taking, the Premises are not reasonably suitable for Tenant’s continued use and occupancy for the uses permitted herein, Tenant may terminate this Lease effective on the earlier of the date title vests in the public authority or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In Subject to the event that during provisions of Paragraph 21(a), the term entire award for such taking shall be the property of this Agreement Landlord. (c) Notwithstanding anything herein to the Demised Premisescontrary, or any part thereof, if twenty-five percent (25%) or more than % of the Real Property or the Building is taken or condemned, then whether or not any portion of the Common Area Premises is taken by condemnation or right of eminent domaincondemned, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt right to terminate this Lease as of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlydate title vests in the public authority.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole all or any substantial part of the Demised Premises shall be taken or acquired by for any public or quasi-public authority under use by virtue of the exercise of the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, domain or by private purchase in lieu thereof, this Agreement and Lease shall terminate as to the term hereby granted shall be terminable at Landlord’s sole option and if Landlord part so terminates then this Agreement shall expire on taken as of the date when possession of taking, and, in the case of a partial taking, either Landlord or Tenant shall be taken by have the condemnor and the Base Rent herein reserved shall be apportioned and paid in full right to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement Lease as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part balance of the Demised Premises so taken bears by written notice to the total square footage of the Demised Premises immediately prior to other within thirty (30) days after such takingdate; provided, however, in no event shall there be any abatement that a condition to the exercise by Tenant of the payment of any Operating Costs, provided further, however, the Landlord’s obligations such right to restore or rebuild terminate shall be limited to an amount which does not exceed that the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions portion of the Demised Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the balance of the Demised Premises. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose for which it is designed, then this Lease shall terminate on the date that the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Article 35, Rent shall be apportioned and adjusted as of the date of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 35, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete architectural unit; provided that in complying with its obligations hereunder Landlord shall have not be required to expend more than the option within days after Landlord’s receipt net proceeds of the net condemnationcondemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the Demised Premises or the Building shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to cancel Tenant, and terminate for the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), provided, however, that no such claim shall diminish or adversely affect Landlord's award. In no event shall Tenant have or assert a claim for the value of any unexpired term of this AgreementLease. Subject to the foregoing provisions of this subparagraph (d), Tenant hereby assigns to Landlord any and all of its right, title and interest in or to any compensation awarded or paid as a result of any such taking. (e) Notwithstanding anything to the contrary contained in this Article 35, if, during the Lease Term, the use or occupancy of any part of the Building or the Demised Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulations, or by right of eminent domain, 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 Lease Term. In the event of any such temporary appropriation or taking, Tenant shall be limited entitled to consequential damages onlyreceive that portion of any award which represents compensation for the loss of use or occupancy of the Demised Premises during the Lease Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or occupancy of the Demised Premises after the end of the Lease Term.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If 23.1 In case the whole or any substantial part of the Demised Premises Premises, or such part thereof as shall substantially interfere with Tenant’s use and occupancy thereof, shall be taken or acquired by for any public or quasi-public authority under the purpose by any lawful power or threat authority by exercise of the right of appropriation, condemnation or eminent domain, for other than a temporary periodor sold to prevent such taking, either party shall have the right to terminate this Lease Term shall cease effective as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is takenrequired to be surrendered to said authority. In Tenant shall not assert any claim against Landlord or the event taking authority for any compensation because of such taking (provided that during the term of this Agreement the Demised PremisesTenant may present a separate claim for Tenant’s relocation costs and lost personal property, or so long as such claim does not diminish any part thereofaward otherwise available to Landlord), or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted Landlord shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on entitled to receive the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to entire amount of any award without deduction for any estate or interest of Tenant. In the event Landlord does the amount of property or the type of estate taken shall not elect to cancel or terminate this Agreement as provided abovesubstantially interfere with the conduct of Tenant’s business, then Landlord shall rebuild and be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. If this Lease is not so terminated, Landlord shall promptly proceed to restore the Demised Premises as nearly as possible to substantially their same condition immediately prior to any such taking partial taking, and this Agreement a proportionate allowance shall continue in full force and effect except that, during such restoration, be made to Tenant for the Base Rent payable pursuant rent corresponding to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of time during which, and to the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; providedwhich, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild Tenant shall be limited to an amount which does not exceed the proceeds obtained from so deprived on account of such taking (less expenses and restoration. Nothing contained in this Paragraph shall be deemed to give Landlord any interest in any award separately made to Tenant for the taking of personal property and trade fixtures belonging to Tenant or for moving costs incurred by Tenant in collecting the same)relocating Tenant’s business. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord and Tenant hereby agree that if Landlord is insufficient obligated to repair or restore the Premises pursuant to this ▇▇▇▇▇▇▇▇▇ ▇▇.▇, ▇▇▇▇▇▇▇▇ shall be obligated to make such repairs or rebuild the structural restoration only of those portions of the Demised Premises the Landlord shall have the option within days after which were originally provided at Landlord’s receipt expense (including the Tenant Improvements) and only to the extent of any award amount received by Landlord. 23.2 In the event of taking of the net condemnationPremises or any part thereof for temporary use, to cancel (i) this Lease shall be and terminate this Agreementremain unaffected thereby and rent shall not ▇▇▇▇▇, and (ii) Tenant shall be limited entitled to consequential damages onlyreceive for itself such portion or portions of any award made for such use with respect to the period of the taking which is within the Term, provided that if such taking shall remain in force at the expiration or earlier termination of this Lease, Tenant shall then pay to Landlord a sum equal to the reasonable cost of performing Tenant’s obligations under Paragraph 32 with respect to surrender of the Premises and upon such payment shall be excused from such obligations. For purpose of this Paragraph 23.2, a temporary taking shall be defined as a taking for a period of 270 days or less. 23.3 Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or future law, ordinance or governmental regulation providing for, or allowing either party to petition the courts of the state of California for, a termination of this Lease upon a partial taking of the Premises and/or the Building.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. a. If the whole or any substantial part of the Demised Premises shall be or Common Area is condemned or taken or acquired (Taking) by a any public or quasi-public authority under having the power to exercise such rights (Taking Authority), or if Landlord shall convey or lease any part of the Premises or Common Area to a Taking Authority in settlement of a threat of eminent domaina Taking, for other than a temporary period, the this Lease Term shall cease terminate as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. taken upon: (i) a total Taking; or (ii) a partial Taking if in the Tenant’s sole but commercially reasonable opinion the remainder of the Premises or Common Areas are not commercially reasonably suitable for the normal operation of its business. b. In the event that during of a partial Taking which does not terminate this Lease, the term of this Agreement Landlord shall make the Demised Premises, or any part thereof, or more than % repairs and alterations necessary to restore the structural portion of the Real Property or remainder of the Premises to its prior condition and/or to return the Common Area is taken to a condition suitable for Tenant’s use. From the date of the partial Taking, the Rent, Additional Rent and any Prorata Share owned by the Tenant shall be abated in proportion to the area of the Premises taken. c. All condemnation awards for a taking of the Premises or right of eminent domainthe Shopping Center will belong to Landlord, except that Tenant may seek recovery for Tenant’s personalty or leasehold interests provided such award to Tenant does not reduce Landlord’s award. Also, Tenant shall be entitled to separately pursue its claim and obtain an award paid by private purchase in lieu thereof, this Agreement the Taking Authority for Tenant’s moving costs and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage value of the part unexpired portion of the Demised Premises so taken bears to then current term and any remaining Renewal Terms, and for the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment value of any Operating Costs, provided further, however, the Landlord’s obligations to restore leasehold alterations or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same)improvements that have been made by Tenant. Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore Tenant may join in, or rebuild the structural portions of the Demised Premises the upon Tenant’s request, Landlord shall have pursue on Tenant’s behalf and expense, a separate claim for reimbursement from the option within days after Landlord’s receipt of the net condemnationTaking Authority for moving expenses, to cancel and terminate this Agreementgoodwill, and for removal of trade fixtures or other personal property owned by Tenant shall be limited to consequential or other damages onlysuffered if its claim is permitted by law.

Eminent Domain. With (a) If the fee of the entire Demised Premises and the land underlying the same is condemned or appropriated by any apparent competent authority, then and in that event the term of this lease shall cease and terminate on the date possession is given to the condemning authority unless an earlier date is set by Landlord. If the fee of a substantial part but less than all of the Demised Premises and the land underlying the same is so condemned or appropriated and if the remainder of the Demised Premises can reasonably be used for substantially the same purposes and in substantially the same manner, except for the amount of floor space, as the Demised Premises prior to such condemnation or appropriation, then this lease shall continue in full force without change, with respect to eminent domain: A) Condemnation the remaining portion of the Demised Premises, except that the fixed minimum rent shall be equitably adjusted. The foregoing not withstanding the Landlord at its option may notify Tenant of its desire to terminate this lease, such termination to be effective on date set by Landlord. If this lease shall so continue, the Landlord shall, at its own cost and expense, with reasonable promptness, repair and/or rebuild the remaining portion of the Demised Premises. Provided, however, that the Landlord shall in no event be required to expend for such work an amount in excess of the amount of money received by said Landlord for the taking of the portion of the Demised Premises condemned. The amount of money received by Landlord shall mean that part of the award in condemnation which is free and clear to Landlord of any demand by mortgagee, mortgagees or other secured parties for the value of the diminished fee. If, during the performance of any such work, the business of the Tenant is substantially interrupted, the fixed minimum rent shall be equitably adjusted until such work is completed. If the whole or any substantial part of the Demised Premises shall not condemned cannot be taken or acquired by any public or quasi-public authority under used for substantially the power or threat same purposes and in substantially the same manner, except for the amount of eminent domainspace, for other than a temporary periodas the Demised Premises prior to such condemnation, the Lease Term Landlord and the Tenant shall cease as each have the option to terminate this lease by written notice to the other within ninety (90) days after the date of taking. If any such notice be given, the lease shall terminate at the end of the month in which occurs the 30th day possession shall after the giving of such notice. The foregoing notwithstanding the Landlord, at its option, may notify Tenant of its desire to terminate this lease, such termination to be taken effective on date set by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. Landlord. (b) In the event that during of any condemnation or taking as aforesaid, whether whole or partial, the term Tenant shall not be entitled to any part of this Agreement the Demised Premisesaward paid for such condemnation and Landlord is to receive the full amount of such award, the Tenant hereby expressly waiving the right or claim to any part thereof; provided, however, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or more than % recoverable by Tenant in Tenant's business by reason of the Real Property condemnation and for or on account of any cost or loss to which Tenant might be put in the Common Area is taken by condemnation loss or right removal of eminent domainTenant's merchandise, or by private purchase furniture, fixtures and such leasehold improvements and equipment to which title has not vested in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement lease. (c) In the event of any termination of the lease under this provision, the fixed minimum rental and the minimum gross sales base for percentage rent purposes shall be equitably apportioned in pro- rated to the proportion that the square footage date of the part vacation of the Demised Premises so taken bears Premises. (d) Tenant agrees to promptly execute any and all instruments as may be required to effectuate the total square footage provisions of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlysection.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises Building shall be taken or acquired by any for public or quasi-public use by a governmental or other authority under having the power or threat of eminent domain, or shall be conveyed to such authority in lieu of such taking, and if such taking or conveyance shall cause the remaining part of the Building to be untenantable and inadequate for other than a temporary perioduse by Tenant for the purpose for which it was leased, then Tenant may, at its option, terminate this Lease as of the date Landlord is required to surrender possession of the Building. In such event, all Rent due under this Lease Term shall be apportioned to and shall cease as of the day date Landlord is required to surrender possession of the Building, and Landlord and Tenant shall be released from all further obligations and liability hereunder (except for any obligations previously incurred hereunder). If a part of the Building shall be taken or conveyed, but the remaining part is tenantable and adequate for Tenant's use, Landlord shall make such repairs, alterations and improvements (exclusive of repairs, alterations or improvements to tenant improvements, if any, installed by Tenant pursuant to Section 8.03) as may be necessary to render the part not taken or conveyed tenantable. If such public taking or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord conveyance includes any part of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted Rent shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid reduced in full proportion to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to or conveyed. All compensation awarded for such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore taking or rebuild conveyance shall be limited the property of Landlord, without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to an amount which does not exceed the proceeds obtained from Landlord all of its right, title and interest in and to any such taking (less expenses incurred in collecting the same)award. Notwithstanding the foregoingHowever, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to recover from such authority, but not from Landlord’s receipt , such compensation as may be awarded to Tenant on account of the net condemnationmoving and relocation expenses and depreciation to and removal of Tenant's trade fixtures and personal property and alterations or tenant improvements, if any, installed by Tenant pursuant to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.Section 8.03. XII -- LIENS

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole all or any substantial material part of the Demised Premises Property is condemned or if condemnation proceedings are instituted or threatened affecting a material part of the Property, Purchaser may elect to either cancel this Agreement or proceed with Closing, in which event Seller shall assign to Purchaser all of its rights to the condemnation proceeds, including the sole right to settle or approve the settlement of any condemnation award, and Purchaser shall not be entitled to any credit against the Purchase Price. Purchaser shall have ten (10) days after receipt of notice of any such condemnation proceedings to notify Seller as to whether Purchaser elects to (i) terminate this Agreement upon written notice thereof to Seller, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be taken immediately returned to Purchaser and the parties released from all further obligations under this Agreement except for the obligations that expressly survive termination, or acquired by any public or quasi(ii) proceed with Closing without reduction in the Purchase Price. During such 10-public authority under the power or threat of eminent domain, for other than a temporary day period, Seller shall cooperate and use commercially reasonable efforts to provide Purchaser with all information reasonably necessary to evaluate the Lease Term shall cease as scope of the day possession condemnation proceedings. Seller shall notify Purchaser in writing within three (3) business days after learning of any pending or threatened condemnation of all or any portion of the Real Property. For purposes hereof, a “material” portion of the Real Property shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up any portion of the Real Property which will have a material adverse impact on Purchaser’s ability to that date with an appropriate refund by Landlord operate the Property as planned upon completion of any rent which may have been paid in advance for any period subsequent to the date possession is takenImprovements. In the event that during the term of this Agreement the Demised Premises, condemnation proceedings are instituted or any part thereof, or more than % threatened in connection with a portion of the Real Property which is not material, the parties shall proceed with Closing, and Seller shall assign to Purchaser all Seller’s rights to the condemnation proceeds, including the sole right to settle or approve the settlement of the Common Area is taken by any condemnation or right of eminent domainaward, or by private purchase in lieu thereof, this Agreement and the term hereby granted Purchaser shall not be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior entitled to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, credit against the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyPurchase Price.

Eminent Domain. With respect to eminent domain: A(i) Condemnation of Demised Premises. If In the whole or event that any substantial part portion of the Demised Premises shall be appropriated or taken or acquired under the power of eminent domain by any public or quasi-public quasipublic authority under and such appropriation or taking renders the power or threat Demised Premises unfit for the conduct of eminent domainTenant's business thereon in the reasonable opinion of the parties, for other than a temporary periodthen at the election of Tenant, the this Lease Term shall cease terminate and expire as of the day possession shall be taken by date of such public or quasi-public authoritytaking, and both Landlord and Tenant shall pay Rent up to that date with an appropriate refund by Landlord thereupon be released from any liability thereafter accruing hereunder. (ii) Notice of any rent which may have been paid in advance for any period subsequent termination relating to the date possession is taken. such eminent domain proceeding must be made by Tenant to Landlord within sixty (60) days after receipt of written notice of such taking. (iii) In the event that during of such termination, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. B. Whether or not this Lease is terminated, nothing herein shall be deemed to affect Tenant's right to receive compensation for damages to Tenant's Property. If this Lease is terminated as hereinabove provided, all items of Rent and other charges for the term last month of this Agreement the Demised PremisesTenant's occupancy shall be prorated and Landlord agrees to refund to Tenant any Rent, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and other charges paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. advance. C. In the event Landlord of any such appropriation or taking that does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore render the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, unfit for the Base Rent payable pursuant to the terms conduct of this Agreement shall be equitably apportioned Tenant's business thereon in the proportion that the square footage reasonable opinion of the part parties, or if Tenant otherwise elects not to so terminate this Lease, Tenant shall remain in that portion of the Demised Premises so which shall not have been appropriated or taken bears to as herein provided, and Landlord agrees, at Landlord's cost and expense, to, as soon as reasonably possible, restore the total square footage remaining portion of the Demised Premises immediately to a complete unit of like quality and character as existed prior to such appropriation or taking; provided, howeverand thereafter all Rent and payment obligations of Tenant shall be adjusted on an equitable basis, in no event shall there be any abatement taking into account the relative value of the payment portion taken as compared to the portion remaining. For the purpose of any Operating Coststhis Article 22, provided furthera voluntary sale or conveyance in lieu of condemnation, however, the Landlord’s obligations to restore or rebuild but under threat of condemnation shall be limited to deemed an amount which does not exceed appropriation or taking under the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions power of the Demised Premises the Landlord eminent domain. D. Tenant shall have the option within days after Landlord’s receipt of the net condemnation, right to cancel and terminate this Agreement, and Tenant shall be limited to consequential pursue its claim for damages onlyin connection with any eminent domain proceeding.

Eminent Domain. With respect If, prior to eminent domain: Athe Close of Escrow, (i) Condemnation all or substantially all (or so much thereof so as to substantially and materially interfere with the operation of Demised Premises. If the whole Hotel) of the Real Property, (ii) any portion of the parking areas on the Real Property which results in there being insufficient parking for the operation of the Hotel as established by applicable governmental codes and regulations, or (iii) any substantial access-way to the Real Property or to any part of the Demised Premises shall be any building with guest rooms is taken by condemnation or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary periodat the election of Purchaser this Agreement shall, upon the Lease Term shall cease as giving of Notice of such event or of the day possession condemning authorities’ intention so to take the Real Property, terminate, and Purchaser shall receive a full and prompt refund of all sums deposited by them with Escrow Holder and/or Seller. If, prior to the Close of Escrow, less than all or substantially all of the Real Property shall be taken by such public condemnation or quasi-public authorityeminent domain, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord then, if any of any rent which may have been paid the foregoing, in advance for any period subsequent to Purchaser’s reasonable opinion, materially impairs the date possession is taken. In the event that during the term of this Agreement the Demised Premises, or any part thereof, or more than % value of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided aboveany significant interest therein, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Purchaser shall have the option within days after Landlord’s receipt to (A) accept title to the Real Property subject to such taking, in which event at the Close of Escrow all of the net condemnation, proceeds of any award or payment made or to cancel and terminate this Agreementbe made by reason of such taking shall be assigned by Seller to Purchaser, and Tenant any money theretofore received by Seller in connection with such taking shall be limited paid over to consequential damages onlyPurchaser, whereupon Purchaser shall pay the Purchase Price without abatement by reason of such taking, or (B) receive a full and prompt refund of all sums deposited by Purchaser with Escrow Holder and/or Seller. Seller shall not settle, agree to, or accept any award or payment in connection with a taking of less than all of the Real Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld or delayed.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domainIf, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement the Demised PremisesAgreement, or any part thereof, or more than % portion of the Real Property or of the Common Area is Project shall be taken by condemnation or right of eminent domain, or by private purchase in lieu is the subject of eminent domain proceedings threatened or commenced, Seller shall promptly notify Purchaser thereof, and immediately provide Purchaser with copies of any written communication from any condemning authority. If any of said events occurs prior to the Closing Date, Purchaser may, without recourse by either party hereto against the other, terminate this Agreement upon notice to Seller at any time prior to the Closing Date, and neither Seller nor Purchaser shall have any further duties or obligations under this Agreement, and Purchaser shall have no further interest in the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to TenantProject. In the event Landlord Purchaser does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms preceding sentence and purchases the Project, (a) if the transfer to the condemning authority takes place prior to the Closing Date, the remainder of this Agreement the Project shall be equitably apportioned in conveyed to Purchaser at the proportion that Closing; (b) if the square footage of the part of the Demised Premises so taken bears transfer to the total square footage of the Demised Premises immediately condemning authority has not taken place prior to the Closing Date, the entire Project shall be conveyed to Purchaser at the Closing; (c) if Seller has received payment for such condemnation or taking prior to the Closing Date, the amount of such payment shall be a credit against the Purchase Price payable by Purchaser hereunder and any excess proceeds shall be delivered to Purchaser; and (d) if Seller has not received such payment by the Closing Date, Seller shall assign to Purchaser all claims and rights on account of or arising out of such taking; provided, however, including the right to conduct any litigation in no event shall there be any abatement respect of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages only.

Eminent Domain. With respect 23.1 If the entire Premises or so much thereof as to render the balance thereof not reasonably usable for the conduct of Tenant's business, shall be taken or appropriated under the power of eminent domain: Adomain or conveyed in lieu thereof, either party hereto may, by serving written notice upon the other party hereto within thirty (30) Condemnation of Demised Premisesdays thereafter, immediately terminate this Lease. If the whole or any such substantial part of the Demised Project excluding the Premises shall be taken or acquired by any public or quasi-public authority appropriated under the power or threat of eminent domaindomain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for other than a temporary periodany part of any sum so paid, whether or not attributable to the Lease Term shall cease as value of the day possession unexpired term of this Lease; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant's removable tangible personal property placed in the Premises solely at Tenant's expense and for Tenant's relocation costs. If a part of the Premises shall be taken so taken, appropriated or conveyed and neither party hereto shall elect to so terminate this Lease, (i) Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the rentable area of the Premises so taken, appropriated or conveyed beats to the rentable area of the entire Premises, and (ii) if the Premises shall have been damaged as a consequence of such partial taking, appropriation or conveyance, Landlord shall, to the extent of any severance damages received by such public Landlord, restore the Premises continuing under this Lease, provided, however, that Landlord shall not be required to repair or quasi-public authorityrestore any damage to the property of Tenant or to make any repairs to or restoration of any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant, and Tenant shall pay Rent up any amount in excess of such severance damages required to that date with an appropriate refund by Landlord complete such repairs or restoration. Notwithstanding anything to the contrary contained in this Section, if the temporary use or occupancy of any rent which may have been paid part of the Premises shall be taken or appropriated under the power of eminent domain or conveyed in advance for any period subsequent to the date possession is taken. In the event that lieu thereof during the term of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereofLease, this Agreement Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all rent payable hereunder by Tenant during the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then of this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to TenantLease. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to of any such taking and this Agreement shall continue in full force and effect except thattemporary taking, during such restorationappropriation or conveyance, the Base Rent payable pursuant to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited entitled to consequential damages onlyreceive that portion of any award which represents compensation for loss of the use or occupancy of the Premises during the term of this Lease, and Landlord shall be entitled to receive the balance of such award.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If In the event the whole or any substantial part of the Demised Premises Premises, the Building or the Project shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than or sold to prevent the exercise thereof (collectively, a temporary period“Taking”), the this Lease Term shall cease automatically terminate as of the day possession date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord the earlier of any rent which may have been paid in advance for any period subsequent to the date of transfer of title resulting from such Taking or the date of transfer of possession is takenresulting from such Taking. In the event that during a portion of the term Premises is so taken and this Lease is not terminated, Landlord shall, to the extent of this Agreement proceeds paid to Landlord as a result of the Demised PremisesTaking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a complete, functioning unit. In such case, the Basic Annual Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any part thereof, or more than % portion of the Real Property or Premises is the subject of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereofa temporary Taking, this Agreement and the term hereby granted Lease shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue remain in full force and effect except thatand Tenant shall continue to perform each of its obligations under this Lease; in such case, during such restoration, Tenant shall be entitled to receive the Base Rent payable pursuant entire award allocable to the terms temporary Taking of this Agreement the Premises. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be equitably apportioned in entitled to receive the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment entire amount of any Operating Costsaward therefor, provided further, however, the Landlord’s obligations to restore without deduction for any estate or rebuild interest of Tenant. Nothing contained in this Paragraph 10 shall be limited deemed to an amount which does not exceed give Landlord any interest in, or prevent Tenant from seeking any award against the proceeds obtained condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from such taking (less expenses incurred in collecting the same)condemning authority. Notwithstanding the foregoing, This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking. This Lease sets forth the net condemnation award received by Landlord is insufficient to restore or rebuild terms and conditions upon which this Lease may terminate in the structural portions event of a Taking. Accordingly, the parties waive the provisions of the Demised Premises California Code of Civil Procedure Section 1265.130 and any successor or similar statutes permitting the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, parties to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease as a result of a Taking.

Eminent Domain. With respect to eminent domain: A(a) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises Development shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, then the term of this Lease Term shall cease as on the part so taken on the date possession of the day possession that part shall be taken by required for public use, and any Rent paid in advance of such public or quasi-public authoritydate shall be refunded to Tenant, and Landlord and Tenant shall pay Rent up each have the right to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent terminate this Lease upon written notice to the other, which notice shall be delivered within thirty (30) days following the date possession notice is takenreceived of such taking. In the event that during neither party hereto shall terminate this Lease, Landlord shall, to the term of this Agreement extent the Demised Premises, or any part thereof, or more than % proceeds of the Real Property or condemnation award (other than any proceeds awarded for the value of any land taken) are available, make all necessary repairs to the Development to render and restore the same to a complete architectural unit and Tenant shall continue in possession of the Common Area is portion of the Premises not taken by condemnation or right under the power of eminent domain, or by private purchase in lieu thereofunder the same terms and conditions as are herein provided, this Agreement except that the Rent reserved herein, ▇▇▇▇▇▇’s Share pursuant to Section 1(k) hereof and the term hereby granted parking spaces pursuant to Section 1(p) hereof shall each be terminable at Landlord’s sole option and if Landlord reduced in direct proportion to the amount of the Premises so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenanttaken. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any All damages awarded for such taking shall belong to and this Agreement shall continue be the property of Landlord, whether such damages be awarded as compensation for diminution in full force and effect except that, during such restoration, value of the Base Rent payable pursuant leasehold or to the terms of this Agreement shall be equitably apportioned in the proportion that the square footage fee of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such takingPremises; provided, however, in no event Landlord shall there not be entitled to any abatement portion of the payment award made to Tenant for loss of any Operating Costsbusiness, provided further, however, removal and reinstallation of trade fixtures or moving expenses. (b) In the Landlord’s obligations to restore or rebuild shall be limited to an amount event of a partial taking which does not exceed result in the proceeds obtained from termination of this Lease, Landlord shall promptly commence and diligently prosecute the restoration of the Premises as nearly as practicable to a complete unit of like quality and character as existed just prior to such taking taking. In such event, the Rent shall ▇▇▇▇▇ during the period of demolition and restoration to the extent the Premises are unusable, provided that Landlord receives an award therefor. (less expenses incurred in collecting the same). c) Notwithstanding the foregoingprovisions of Section 15 hereof, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord Tenant shall have the option within days after right to make a claim against the condemning authority (but not Landlord) for compensation for the unamortized cost of Tenant’s receipt improvements, alterations or additions made to the Premises at Tenant’s cost, such amortization to be computed on a straight line basis over the term of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyLease.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. 23.01 If the whole of the Building shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall forthwith terminate as of the date of vesting of title in such taking (which date is hereinafter also referred to as the “date of the taking”), and the rents shall be prorated and adjusted as of such date. 23.02 If only a part of the Building shall be so taken, this lease shall be unaffected by such taking, except that Tenant may elect to terminate this lease in the event of a partial taking, if the remaining area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. Tenant shall give notice of such election to Landlord not later than thirty (30) days after (i) notice of such taking is given by Landlord to Tenant or (ii) the date of such taking, whichever occurs sooner. Upon the giving of such notice by Tenant this lease shall terminate on the date of such taking and the rents shall be prorated as of such termination date. Upon such partial taking and this lease continuing in force as to any part of the Demised Premises, the rents apportioned to the part taken shall be prorated and adjusted as of the date of taking and from such date the fixed rent for the Demised Premises and additional rent shall be payable pursuant to Article 5 according to the rentable area remaining. 23.03 Landlord shall be entitled to receive the entire award in any proceeding with respect to any taking provided for in this Article without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award, except as hereinafter expressly provided in this Article. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award. Notwithstanding anything herein to the contrary, Tenant may, at its sole cost and expense, make a claim with the condemning authority for Tenant’s moving expenses, the value of Tenant’s fixtures or Tenant’s Changes which do not become part of the Building or property of the Landlord, provided however that Landlord’s award is not thereby reduced or otherwise adversely affected. 23.04 If the temporary use or occupancy of all or any substantial part of the Demised Premises shall be lawfully taken by condemnation or acquired by in any other manner for any public or quasi-public authority under the power use or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that purpose during the term of this Agreement lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award for such taking which represents compensation for the use and occupancy of the Demised Premises and, if so awarded, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Demised Premises. This lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the fixed rent and additional rent when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use or occupancy of the Demised Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period prior to the Expiration Date and Landlord shall receive so much thereof as represents the period subsequent to the Expiration Date. All moneys received by Tenant as, or any as part thereofof, or more than % an award for temporary use and occupancy for a period beyond the date to which the rents hereunder have been paid by Tenant shall be received, held and applied by Tenant as a trust fund for payment of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. rents falling due hereunder. 23.05 In the event Landlord of any taking of less than the whole of the Building which does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue result in full force and effect except that, during such restoration, the Base Rent payable pursuant to the terms a termination of this Agreement shall be equitably apportioned lease, or in the proportion that the square footage event of the a taking for a temporary use or occupancy of all or any part of the Demised Premises so taken bears which does not extend beyond the Expiration Date, Landlord, at its expense, and to the total square footage extent any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair, alter and restore the remaining parts of the Building and the Demised Premises to substantially a Building standard condition to the extent that the same may be feasible and so as to constitute a complete and tenantable Building and Demised Premises. 23.06 Should any part of the Demised Premises immediately prior be taken to effect compliance with any law or requirement of public authority other than in the manner hereinabove provided in this Article, then (i) if such taking; providedcompliance is the obligation of Tenant under this lease, however, in no event Tenant shall there not be entitled to any diminution or abatement of rent or other compensation from Landlord therefor, but (ii) if such compliance is the payment obligation of any Operating Costs, provided further, howeverLandlord under this lease, the Landlord’s obligations to restore or rebuild fixed rent hereunder shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, reduced and additional rents under Article 5 shall be adjusted in the event same manner as is provided in Section 23.02 according to the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions reduction in rentable area of the Demised Premises resulting from such taking. 23.07 Any dispute which may arise between the Landlord shall have parties with respect to the option within days after Landlord’s receipt meaning or application of any of the net condemnation, to cancel and terminate provisions of this Agreement, and Tenant Article shall be limited to consequential damages onlydetermined by arbitration in the manner provided in Article 34.

Eminent Domain. With If an eminent domain or condemnation proceeding is commenced with respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Leased Premises shall be taken or acquired by any public or quasi-public authority under the power or threat of eminent domain, for other than a temporary period, the Lease Term shall cease as of the day possession shall be taken by such public or quasi-public authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent to the date possession is taken. In the event that during the term of this Agreement Lease, the Demised Premises, following provisions shall apply: A. If a public or any part thereof, private body with the power of eminent domain or more than % condemnation (“Condemning Authority”) acquires all of the Real Property Leased Premises through the exercise of its power of eminent domain or of the Common Area is taken by condemnation or right as a result of eminent domain, or by private purchase a sale in lieu thereof, this Agreement Lease shall cease and terminate as of the term hereby granted shall be terminable at Landlord’s sole option date the Condemning Authority acquires possession. B. If a Condemning Authority acquires only a part of the Leased Premises, and if Landlord such acquisition materially affects the Leased Premises so terminates as to render the Leased Premises unsuitable for the business of Tenant, in the absolute discretion of Tenant, then this Agreement Lease shall expire on cease and terminate as of the date when possession shall be taken by the condemnor Condemning Authority acquires possession. C. If a Condemning Authority acquires only a part of the Leased Premises and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord such acquisition does not elect to cancel or terminate render the Leased Premises unsuitable for the business of the Tenant in the absolute discretion of Tenant, this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement Lease shall continue in full force and effect except that, during such restoration, the Base Rent payable pursuant effect. D. Landlord shall be entitled to the terms award paid in any condemnation acquisition under power of this Agreement shall be equitably apportioned in the proportion that the square footage of the part of the Demised Premises so taken bears to the total square footage of the Demised Premises immediately prior to such taking; provided, however, in no event shall there be any abatement of the payment of any Operating Costs, provided further, however, the Landlord’s obligations to restore eminent domain or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred of a sale in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreementlieu thereof, and Tenant shall not receive any portion of such award. E. Although all damages in the event of any condemnation shall belong to Landlord whether such damages are awarded as compensation for diminution in value of the leasehold or to the fee of the Leased Premises, Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be limited separately awarded or recoverable by Tenant, in Tenant’s own right on account of any and all damage to consequential damages onlyTenant by reason of the condemnation and for or on account of any cost or loss to Tenant.

Eminent Domain. With respect to eminent domain: A) Condemnation of Demised Premises. If the whole or any substantial part of the Demised Premises shall be are taken or acquired condemned, or purchased in lieu thereof, by any government authority for any public or quasi-public authority under use or purpose, then, this Lease will terminate from the power time when the possession is required for such use or threat of eminent domain, for other than a temporary period, purpose. The Rent will be prorated to the Lease Term shall cease as date when the possession is required. If any part of the day possession shall be taken by such public or quasi-public authorityPremises, including the Common Areas, are taken, Sublandlord will notify Tenant in writing, and Tenant shall pay will have the option to cancel this Lease, by giving Sublandlord written notice within twenty (20) days after receipt of such notice from Sublandlord. If Tenant exercises the option, then cancellation will be effective and the Rent up to that date with an appropriate refund by Landlord of any rent which may have been paid in advance for any period subsequent will be pro-rated to the date possession when Tenant vacates the Premises. If Tenant is taken. In not entitled to cancel the event that during the term Lease or, if it is entitled to do so, but does not exercise its option, as of this Agreement the Demised Premises, or any part thereof, or more than % of the Real Property or of the Common Area is taken by condemnation or right of eminent domain, or by private purchase in lieu thereof, this Agreement and the term hereby granted shall be terminable at Landlord’s sole option and if Landlord so terminates then this Agreement shall expire on the date when possession shall be taken by the condemnor and the Base Rent herein reserved shall be apportioned and paid in full to that date and all prepaid Base Rent shall forthwith be repaid by Landlord to Tenant. In the event Landlord does not elect to cancel or terminate this Agreement as provided above, then Landlord shall rebuild and restore the Demised Premises as nearly as possible to their condition immediately prior to any such taking and this Agreement shall continue in full force and effect except that, during such restorationis required, the Base Rent payable pursuant to the terms of this Agreement shall will be equitably apportioned reduced in the proportion that the square footage Net Rentable Area contained in the remaining Premises bears to the Net Rentable Area contained in the Table of Contents Premises before the taking. Any award of proceeds resulting from a condemnation or sale in lieu thereof of the whole or part of the Demised Premises so taken bears will belong solely to Sublandlord and Tenant hereby waives any right to make any claim therefor as the total square footage result of the Demised Premises immediately prior to such taking; providedthis Lease. Provided, however, in no event shall there be that Sublandlord is not entitled to any abatement of award for relocation expenses and the payment of any Operating Costs, provided further, however, the Landlordtaking Tenant’s obligations Property specifically awarded to restore or rebuild shall be limited to an amount which does not exceed the proceeds obtained from such taking (less expenses incurred in collecting the same). Notwithstanding the foregoing, in the event the net condemnation award received by Landlord is insufficient to restore or rebuild the structural portions of the Demised Premises the Landlord shall have the option within days after Landlord’s receipt of the net condemnation, to cancel and terminate this Agreement, and Tenant shall be limited to consequential damages onlyTenant.